Offering Circular

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Angel, Sutton Barley Mow, Winchfield Bear Inn, Bisley

Black Horse, Gateshead Blue Bell, Workington Park Gate Inn, Bromsgrove

Drake Manor, near Yelverton Exeter Inn, Modbury French Horn, Alton

Havelock, Fatfield Holly Bush, Winterley Victory Inn, St Mawes

Main picture on front cover: Postgate, Egton Bridge. Pictures (from left to right) on front cover: 1. Swan, Noss Mayo; 2. Swan, Stratford St Mary; 3. Exeter Inn, Modbury; 4. Ship Inn, Levington; 5. Deane Gate, Basingstoke.

251754_pubs_cover_01b.prn G:\8CQ\Pubs_Cover\251754\01_Version\251754_pubs_cover_01b.cdr 18 July 2005 17:56:29 Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited) (incorporated in the Cayman Islands with limited liability) £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 Issue Price: 100 per cent. £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 Issue Price: 100 per cent. £125,000,000 Class C1 Secured Floating Rate Notes due June 2035 Issue Price: 100 per cent. Unconditionally and irrevocably guaranteed by Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) (incorporated with limited liability in England and Wales on 25 February 1999 pursuant to the Companies Act 1985 with registered number 3720775) Unconditionally and irrevocably guaranteed in relation to Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes pursuant to the terms of a ﬁnancial guarantee to be issued by MBIA UK Insurance Limited (incorporated with limited liability in England and Wales on 22 March 2002 pursuant to the Companies Act 1985 with registered number 04401508)

Application to the Irish Stock Exchange Application has been made to the Irish Stock Exchange for admission of the £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 (the Class A7 Notes), the £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 (the Class A8 Notes, and, together with the Class A7 Notes, the Second New Class A Notes) and the £125,000,000 Class C1 Second Floating Rate Notes due June 2035 (the Class C1 Notes and, together with the Second New Class A Notes, the Second New Notes) of Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited) (the Issuer) to the official list of the Irish Stock Exchange (the Official List) and to be admitted to trading subject to the listing rules of the Irish Stock Exchange which are expected to be issued on or about 1 August 2005 (or such later date as may be agreed by the Issuer, the Lead Managers (as defined below), the Note Trustee (as defined below), MBIA (as defined below) and the Principal Paying Agent (as defined below)) (the Fourth Closing Date). The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EC. The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EC. Application has been made to the Irish Financial Services Regulatory Authority, a component of the Central Bank and Trust Irish Financial Services Authority in its capacity as competent authority (IFSRA) under the Prospectus (Directive 2003/7/EC) Regulations 2005 for approval of the prospectus. Previous Note issuance by the Issuer The Issuer issued the £80,000,000 Class A1 Secured Floating Rate Notes due 2009 on 30 June 1999 (the First Closing Date) and the further £29,000,000 Class A1 Secured Floating Rate Notes due 2009 on 17 February 2000 (the Second Closing Date) (together, the Class A1 Notes), the £20,000,000 Class A2 Secured Floating Rate Notes due 2011 on the First Closing Date and the further £6,500,000 Class A2 Secured Floating Rate Notes due 2011 on the Second Closing Date (together, the Class A2 Notes), the £150,000,000 7.369 per cent. Class A3 Secured Notes due 2022 on the First Closing Date and the further £51,000,000 7.369 per cent. Class A3 Secured Notes due 2022 on the Second Closing Date (together, the Class A3 Notes), the £70,000,000 Class A4 Secured Floating Rate Notes due June 2009 on 25 November 2002 (the Third Closing Date) (the Class A4 Notes), the £120,000,000 Class A5 Secured Floating Rate Notes due September 2016 on the Third Closing Date (the Class A5 Notes), the £220,000,000 5.943 per cent. Class A6 Secured Notes due December 2024 on the Third Closing Date (the Class A6 Notes), the £55,000,000 8.44 per cent. Class B Secured Notes due 2025 on the First Closing Date and the further £22,500,000 8.44 per cent. Class B Secured Notes due 2025 on the Second Closing Date (together, the Class B1 Notes) and the £125,000,000 6.962 per cent. Class B2 Secured Notes due June 2028 on the Third Closing Date (the Class B2 Notes). The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued on the First Closing Date are the Original Class A Notes. The Class B1 Notes issued on the First Closing Date are the Original Class B1 Notes. The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued on the Second Closing Date are the First Further Class A Notes. The Class B1 Notes issued on the Second Closing Date are the First Further Class B1 Notes. The Class A4 Notes, the Class A5 Notes and the Class A6 Notes issued on the Third Closing Date are together the First New Class A Notes. The Class B2 Notes issued on the Third Closing Date are the First New Class B2 Notes. Guarantees MBIA UK Insurance Limited (MBIA) will on the Fourth Closing Date issue a financial guarantee (the Second MBIA Financial Guarantee) pursuant to and in accordance with the terms of a second guarantee and reimbursement agreement (the Second Guarantee and Reimbursement Agreement) dated the Fourth Closing Date and made between, inter alios, the Issuer, the Borrower, the Parent Guarantor (as defined below) and MBIA. The Class A7 Notes and the Class A8 Notes will be unconditionally and irrevocably guaranteed as to Scheduled Interest and Scheduled Principal as provided in the Second MBIA Financial Guarantee. The Class C1 Notes and the Existing Notes (as defined below) will not benefit from the Second MBIA Financial Guarantee. Payment of principal and interest on the Existing Notes (as defined below) is, or, in the case of the Second New Notes, is also to be unconditionally and irrevocably guaranteed pursuant to the Parent Guarantee given by Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) (the Parent Guarantor). Proposed redemption of Existing Floating Rate Notes, entry into new Transaction Documents and amendments to existing Transaction Documents On the first Interest Payment Date (as defined herein) following the Fourth Closing Date, as described herein, the Issuer intends to redeem all Class A1 Notes, Class A2 Notes, Class A4 Notes and Class A5 Notes (the Existing Floating Rate Notes). In addition, on the Fourth Closing Date, the Issuer intends to enter into certain new transaction documents and to modify the terms of certain existing transaction documents in relation to the issue of the Second New Notes and the Class A3 Notes, the Class A6 Notes, the Class B1 Notes and the Class B2 Notes. The Class A3 Notes and the Class A6 Notes are together the Existing Class A Notes. The Class B1 Notes and the Class B2 Notes are together the Existing Class B Notes. The Existing Class A Notes and the Existing Class B Notes are together the Existing Notes and the Existing Fixed Rate Notes. Obligations of the Issuer only The Notes will be obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person, other than (i) MBIA, in respect of its financial guarantee of Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes as provided in the Second MBIA Financial Guarantee and (ii) the Parent Guarantor. It should be noted in particular that the Notes will not be obligations of, and will not be guaranteed by, MBIA (other than to the extent described above), the Note Trustee, the Borrower Security Trustee, the Issuer Security Trustee, the PG Security Trustee, the Arranger, the Lead Managers, the Liquidity Facility Provider, the Swap Providers, the Account Bank, the Agent Banks, the Principal Paying Agent, the Irish Paying Agent, any Obligor (each as referred to herein), Punch Taverns (PMG) Limited or any other company in the New Securitisation Group or the Punch Group (as referred to herein) other than the Issuer and the Parent Guarantor. Ratings It is expected that the Class A7 Notes will, when issued, be assigned a ‘‘AAA’’ rating by Fitch Ratings Ltd (Fitch), a ‘‘AAA’’ by Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc. (S&P) and ‘‘Aaa’’ by Moody’s Investors Service Limited (Moody’s and, together with S&P and Fitch, the Rating Agencies). It is expected that the Class A8 Notes will, when issued, be assigned a ‘‘AAA’’ rating by Fitch, a ‘‘AAA’’ rating by S&P and a ‘‘Aaa’’ rating by Moody’s. It is expected that the Class C1 Notes will, when issued, be assigned a ‘‘BBB’’ rating by Fitch, a ‘‘BBB’’ rating by S&P and a ‘‘Baa3’’ rating by Moody’s. The ratings of the Class A7 Notes and the Class A8 Notes will be based on the financial strength and claims paying ability of MBIA. The security ratings assigned by the Rating Agencies do not address the likelihood of the receipt of any Step-Up Amounts (as defined herein) or any redemption premium by Noteholders. The payment of Step-Up Amounts is subordinated, inter alia, to the payment of interest on and the repayment of principal of the Notes. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Each security rating should be evaluated independently of any other rating and, amongst other things, will depend on the performance of the business of the New Securitisation Group from time to time and (in the case of the Class A7 Notes and the Class A8 Notes) events affecting MBIA. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Second New Notes, see the section entitled Risk Factors beginning on page 32.

The date of this Offering Circular is 29 July 2005 Arranger Citigroup Lead Managers Citigroup The Royal Bank of Scotland Responsibility Statement The Issuer accepts responsibility for the information contained in this document (other than the MBIA Information (as deﬁned below)). To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information (other than the MBIA Information) contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer accepts responsibility accordingly. MBIA accepts responsibility for the information contained in MBIA UK Insurance Limited, MBIA Insurance Corporation, Form of Second MBIA Financial Guarantee and paragraphs 8 and 9 of the section entitled General Information below (together, the MBIA Information). To the best of the knowledge and belief of MBIA (having taken all reasonable care to ensure that such is the case), the MBIA Information is in accordance with the facts and does not omit anything likely to affect the import of the MBIA Information. MBIA accepts no responsibility for any other information contained in this document and has not separately veriﬁed any such other information.

Representations about the Second New Notes No person is authorised in connection with the issue and sale of the Second New Notes to give any information or to make any representation not contained in this document and, if given or made, any such information or representation not contained herein must not be relied upon as having been authorised by the Issuer, the directors of the Issuer, the Parent Guarantor, any Obligor or any other member of the New Securitisation Group or Punch Group (each as defined under Summary below) or by MBIA or any of its affiliates or by the Arranger or the Lead Managers (as defined in Subscription and Sale below). None of the Arranger, the Lead Managers, the Paying Agents, the Agent Banks, the Swap Providers, the Liquidity Facility Provider, the Account Bank, the Issuer Security Trustee, the Borrower Security Trustee, the PG Security Trustee, the Note Trustee or MBIA (other than in relation to the MBIA Information) has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger, the Lead Managers, the Paying Agents, the Agent Banks, the Swap Providers, the Liquidity Facility Provider, the Account Bank, the Issuer Security Trustee, the Borrower Security Trustee, the PG Security Trustee, the Note Trustee or MBIA (other than in relation to the MBIA Information) as to the accuracy or completeness of the information contained in this document or any other information supplied in connection with the Second New Notes or their distribution. The statements in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving this document acknowledges that such person has not relied on the Arranger, the Lead Managers, the Paying Agents, the Agent Banks, the Swap Providers, the Liquidity Facility Provider, the Account Banks, the Issuer Security Trustee, the PG Security Trustee, the Note Trustee, the Borrower Security Trustee or MBIA (other than in relation to the MBIA Information) nor on any other person affiliated with any of them in connection with any investigation of the accuracy of the information or its investment decision.

Financial condition of the Issuer, the Estate and MBIA Neither the delivery of this document nor any offer, sale or solicitation made in connection with the issue of the Second New Notes (the Issue) shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer or any other member of the Punch Group or MBIA or any of their or its affiliates or the information contained herein since the date hereof or that the information contained herein is correct at any time subsequent to the date hereof. Unless otherwise indicated, the information contained in this document relating to the Estate (as defined below) is given as at 29 July 2005. Certain information has been extracted from the Fourth Valuation Certificate set forth in this Offering Circular. For a description of the methodology used and certain assumptions and qualifications regarding the accuracy of such information, see Valuation Certificate below. The valuation information presented in this document should not be treated as a projection or forecast by DTZ (as defined below), the Issuer, the Punch Group, MBIA, the Arranger, the Lead Managers, or their respective affiliates and representatives.

Summary of Selling Restrictions The distribution of this Offering Circular and the offer, sale and delivery of the Second New Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required to inform themselves about, and to observe, any such restrictions. For a description

2 of certain further restrictions on offers, sales and deliveries of the Notes and the distribution of this Offering Circular, see Subscription and Sale below. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy the Second New Notes and neither this Offering Circular nor any part hereof may be used for or in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Accordingly, the Second New Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any part hereof or any other offering circular, prospectus, form of application, advertisement, other offering materials nor other information may be issued, distributed or published in any country or jurisdiction (including the United Kingdom), except in circumstances that will result in compliance with all applicable laws, orders, rules and regulations. No invitation will be made to the public in the Cayman Islands to subscribe for the Second New Notes. The Second New Notes are being offered for sale outside the United States to non-U.S. persons in accordance with Regulation S (Regulation S) under the U.S. Securities Act of 1933, as amended (the Securities Act). Neither the Second New Notes nor the Parent Guarantee have been, or will be, registered under the Securities Act or any state securities laws, and include Second New Notes in bearer form that are subject to U.S. tax law requirements. Neither the Second New Notes nor the Parent Guarantee may be offered, sold or delivered, directly or indirectly, in the United States or to any U.S. persons (as deﬁned in the Securities Act) except in certain transactions permitted by U.S. tax regulations and U.S. securities laws. See Subscription and Sale below. The Second New Notes are subject to certain restrictions on transfer as described in the section entitled Subscription and Sale.

Stabilisation In connection with the issue of the Second New Notes, Citigroup Global Markets Limited (the Stabilisation Manager) (or persons acting on behalf of the Stabilisation Manager) may over-allot Second New Notes (provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant class) or effect transactions with a view to supporting the market price of the Second New Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the ﬁnal terms of the offer of the Second New Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Second New Notes and 60 days after the date of the allotment of the Second New Notes.

Currency References in this document to £, pounds or Sterling are to the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland (the United Kingdom). References in this document to Z, euro and EUR are to the single currency introduced at the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended from time to time. References in this document to $ and dollars are to the lawful currency for the time being of the United States of America (the United States).

Offering Circular This document (the Offering Circular) constitutes a prospectus for the purposes of the Listing Guidelines of the Irish Stock Exchange and Directive 2003/71/EC (the Prospectus Directive).

Interpretation Capitalised terms used in this document, unless otherwise indicated, have the meanings set out in this document. An index of terms deﬁned in this Offering Circular is included in the section entitled Index of Deﬁned Terms below.

3 TABLE OF CONTENTS PAGE SUMMARY ...... 5 THE PARTIES ...... 14 KEY CHARACTERISTICS OF THE SECOND NEW NOTES AND EXISTING FIXED RATE NOTES ...... 17 SUMMARY OF THE TRANSACTION AND THE TERMS AND CONDITIONS OF THE SECOND NEW NOTES AND RELATED MATTERS ...... 19 RISK FACTORS ...... 32 SUMMARY OF PRINCIPAL DOCUMENTS ...... 60 USE OF PROCEEDS...... 115 THE ISSUER ...... 116 THE PARENT GUARANTOR ...... 118 THE BORROWER ...... 120 PUNCH TAVERNS (SPML) LIMITED ...... 122 THE UNITED KINGDOM PUB INDUSTRY ...... 124 BUSINESS OF THE PUNCH GROUP AND INFORMATION REGARDING THE PORTFOLIO ...... 129 MANAGEMENT/KEY SHAREHOLDERS OF THE PUNCH GROUP ...... 140 MBIA UK INSURANCE LIMITED ...... 144 MBIA INSURANCE CORPORATION...... 149 FORM OF SECOND MBIA FINANCIAL GUARANTEE ...... 153 TERMS AND CONDITIONS OF THE NOTES...... 162 SUBSCRIPTION AND SALE...... 203 UNITED KINGDOM TAXATION AND EC DIRECTIVE...... 206 CAYMAN ISLANDS TAXATION ...... 209 GENERAL INFORMATION ...... 210 INDEX TO FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION ...... 213 APPENDIX 1 (MANAGEMENT ACCOUNTS OF NEW SECURITISATION GROUP FOR PERIOD ENDED 2 APRIL 2005) ...... 214 APPENDIX 2 (FINANCIAL STATEMENTS FOR PERIOD ENDED 21 AUGUST 2004) . . . 215 APPENDIX 3 (FINANCIAL STATEMENTS FOR PERIOD ENDED 28 SEPTEMBER 2003) ...... 280 APPENDIX 4 (DESCRIPTION OF 2004/5 EBITDA ‘‘RUN-RATE’’ CALCULATION)...... 354 APPENDIX 5 (TRANSITIONAL COVENANT STEP-DOWN TABLE) ...... 355 APPENDIX 6 (MBIA FINANCIAL STATEMENTS) ...... 356 APPENDIX 7 (SUMMARY OF CERTAIN DIFFERENCES BETWEEN UK GAAP AND IFRS)...... 369 APPENDIX 8 (VALUATION CERTIFICATE)...... 372 INDEX OF DEFINED TERMS...... 449

4 SUMMARY Description of the Transaction This section contains a summary of the Punch Group and the New Securitisation Group (each as defined below) and of the principal terms and conditions of the Second New Notes and related arrangements. This summary does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by reference to, the more detailed information appearing elsewhere in this Offering Circular. For the purposes of the Second New Notes and this Offering Circular, the term New Securitisation Group or Punch Taverns B Sub-Group means Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) and each of its subsidiaries from time to time from the Fourth Closing Date and New Securitisation Group Entity or New Securitisation Group Entities means one or more of such companies. The Punch Group comprises Punch Taverns plc and each of its subsidiaries from time to time (including the companies in the New Securitisation Group). The term Transaction means the corporate reorganisation and formation of the New Securitisation Group, the amendment of the Transaction Documents, the issuance of the Notes and the refinancing of the Existing Floating Rate Notes as more particularly described in this Offering Circular.

The Punch Group The Punch Group consists principally of companies which own leased and tenanted Pubs. The corporate structure of the Punch Group is divided into two principal sub-groups: the Pubmaster Sub-Group comprising Punch Taverns (PM) Limited (formerly Pubmistress Limited) and each of its subsidiaries from time to time, and the Punch Taverns Sub-Group comprising Punch Taverns Group Limited and each of its subsidiaries from time to time. In addition, there are four smaller pub-owning sub-groups of companies: the Centrum Sub-Group, the Jubilee Sub-Group, the InnSpired Sub-Group and the Barton Sub-Group. In addition, Punch Group (Retail Properties) Limited (PGRP) also owns a number of Pubs. Punch Taverns plc (Punch) is the ultimate parent of the Punch Group comprising, inter alia, the Pubmaster Sub-Group, the Punch Taverns Sub-Group, the Centrum Sub-Group, the Jubilee Sub-Group, the InnSpired Sub-Group, the Barton Sub-Group and PGRP. Punch’s entire issued ordinary share capital is listed on the London Stock Exchange (see Management/Key Shareholders of the Punch Group below). The initial public offering of shares in Punch was completed in May 2002.

The Pubmaster Sub-Group The Pubmaster Sub-Group was formed in November 1996 through a management buyout of the pubs business of The Brent Walker Group plc. Since then, the Pubmaster Sub-Group has acquired and sold various portfolios of leased and tenanted Pubs. The Pubmaster Sub-Group was acquired by the Punch Group in December 2003. The Pubmaster Sub-Group owned, as at 2 April 2005, 2,913 leased and tenanted pubs and is the subject of a discrete securitisation through Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) and its subsidiaries (the Pubmaster Finance Securitisation Group). In July 1999, the Pubmaster Sub-Group raised finance through its first securitisation. This involved an issue by the Issuer of the Original Class A Notes and the Original Class B1 Notes, and resulted in the securitisation of a portfolio of 1,457 Pubs, owned and operated by Punch Taverns (PML) Limited (formerly Pubmaster Limited) (the Borrower). In February 2000, the Issuer issued the First Further Class A Notes and the First Further Class B1 Notes to finance the acquisition by the Borrower of a further portfolio of Pubs which had been previously acquired by the Pubmaster Sub-Group in July 1999 from Swallow Group plc, following which the number of Pubs in the securitisation increased to 2007. In November 2002, the Issuer issued the First New Class A Notes and the First New Class B2 Notes, to finance further acquisitions of Pubs by the Borrower and Punch Taverns (SPML) Limited (Sister). As at the close of that financing, the Pubmaster Sub-Group owned and operated a portfolio of 3,088 securitised Pubs. Since November 2002, the Borrower has made a series of smaller acquisitions and disposals of Pubs. As at 2 April 2005, the Pubmaster Sub-Group owned a portfolio of 2,913 Pubs, all of which are owned and operated by the Pubmaster Finance Securitisation Group. In addition, as part of the Transaction, certain assets of the Pubmaster Finance Securitisation Group will be consolidated in the Borrower. The Borrower will dispose of 316 Pubs, Sister will dispose of 84 Pubs and the Borrower will acquire 663 additional Pubs as described below.

5 The Punch Taverns Sub-Group The Punch Taverns Sub-Group owned, as at 2 April 2005, 4,183 leased and tenanted Pubs and is the subject of a securitisation involving separate financing and security arrangements, pursuant to the issue by Punch Taverns Finance plc of a series of fixed and floating rate notes in November 2003. The Punch Taverns Sub-Group was formed as a result of the amalgamation and refinancing of two separate securitisation structures (comprising Punch Taverns Holdings Limited and its subsidiaries, involving the issue of notes by Punch Taverns Finance plc, and Punch Retail (Acquisition Finance) Limited and its subsidiaries, involving the issue of notes by Punch Funding II Limited) in November 2003. The Punch Taverns Sub-Group will not be involved in the Transaction other than by virtue of Punch Taverns (PTL) Limited (the operating company of the Punch Taverns Sub-Group) providing certain services to the New Securitisation Group under a Management Services Agreement as described below.

The Centrum Sub-Group The Centrum Sub-Group consists of a group of three companies: Punch Centrum Intermediate Holding Company Limited, Punch Taverns (Centrum) Limited (Centrum) and Punch Centrum Loan Company Limited. The Centrum Sub-Group was established by the Punch Group in May 2003 for the purpose of acquiring pubs. As at 2 April 2005, its estate comprised 147 leased and tenanted pubs acquired through a series of acquisitions. These acquisitions were ﬁnanced through a combination of secured bank borrowings and cash. Such ﬁnancing and security arrangements will be repaid and released on the Fourth Closing Date as part of the transactions described in this Offering Circular. It is proposed that 147 of the Pubs owned by the Centrum Sub-Group will be acquired by the Borrower on the Fourth Closing Date (see The New Securitisation Group below).

The Jubilee Sub-Group The Jubilee Sub-Group consists of a group of three companies: Punch Jubilee Loan Company Limited, Punch Taverns (Jubilee) Limited (Jubilee) and Punch Jubilee Intermediate Holding Company Limited. Jubilee was established by the Punch Group in July 2003 for the purpose of acquiring pubs. As at 2 April 2005, its estate comprised 5 leased and tenanted pubs acquired through a series of acquisitions. These acquisitions were ﬁnanced by cash. It is proposed that the 5 Pubs owned by the Jubilee Sub-Group will be acquired by the Borrower on the Fourth Closing Date (see The New Securitisation Group below).

The InnSpired Sub-Group The InnSpired Sub-Group was acquired by the Punch Group in September 2004. At that time, InnSpired owned 1,064 pubs. Following the acquisition, 51 Pubs were sold immediately and a further 3 Pubs were acquired. The existing securitisation structure financing the InnSpired Sub-Group was refinanced in November 2004 by short term secured borrowings. Subsequently, 545 pubs were sold to third party purchasers between November 2004 and January 2005. As at 2 April 2005, its estate comprised 471 leased and tenanted Pubs which continue to be the subject of separate short-term secured bank financings and security arrangements. Such financings and security arrangements will be repaid and released with effect from the Fourth Closing Date as part of the transactions described in this Offering Circular. It is proposed that the 471 Pubs owned by the InnSpired Sub-Group will be acquired by the Borrower on the Fourth Closing Date (see The New Securitisation Group below).

PGRP As at 2 April 2005, PGRP owned 84 Pubs. It is proposed that 40 of the Pubs owned by PGRP will be acquired by the Borrower (see The New Securitisation Group below) on the Fourth Closing Date. In addition, the 400 Pubs being sold by the Pubmaster Finance Securitisation Group will be purchased by PGRP.

The Barton Sub-Group The Barton Sub-Group was set up in April 2005, for the purposes of acquiring Pubs from a combination of cash and secured borrowings. The Barton Sub-Group is not involved in the Transaction.

6 Avebury Sub-Group

On 18 July 2005, Punch announced that it had agreed, through its wholly owned subsidiary, Punch Taverns (PGE) Limited, to acquire the Avebury Sub-Group. The Avebury Sub-Group consists of Avebury Holdings Limited and its subsidiaries, and operates an estate of 409 leased and tenanted Pubs. The Avebury Sub-Group is subject of a securitisation involving separate ﬁnancing and security arrangements. Completion of the acquisition is expected to occur on 5 August 2005.

Punch Group prior to the Fourth Closing Date

The diagram below shows the corporate structure of the Punch Group as at the date of this Offering Circular and prior to the consummation of the Transaction. It shows the current members of the Punch Taverns Sub-Group, the Pubmaster Sub-Group (and, within it, the Pubmaster Finance Securitisation Group), the Centrum Sub-Group, the Jubilee Sub-Group, the InnSpired Sub-Group, the Barton Sub-Group and PGRP (which are each enclosed in shaded boxes).

PUNCH TAVERNS PLC

Inactive Punch Group Subsidiaries Punch Taverns (PGE) Ltd

Other Punch Punch Punch Punch Centrum Punch Jubilee Punch Taverns Punch Taverns Barton Group Taverns Taverns Intermediate Intermediate Group Ltd Intermediate Holding Subsidiaries (PPCS) Ltd (PGRP) Ltd Holding Holding Company Ltd Company Ltd Company Ltd

Punch Taverns Punch Taverns Development Inactive Investments Ltd Company Ltd Punch Group Subsidiaries Punch Punch Punch Punch Punch Punch Jubilee Loan Taverns Barton Loan Taverns Centrum Taverns Company (Barton) Company Punch Taverns (Centrum) Loan (Jubilee) Ltd Punch Taverns Ltd Company Ltd Ltd Limited Limited Intermediate (Offices) Ltd Holdings Ltd

Punch Taverns (ES) Ltd

Punch Taverns InnSpired (Cedar) Ltd Punch Taverns Reserve Holdings Ltd Company Ltd

InnSpired (ITB) Ltd

Punch Taverns Punch Taverns Finance (PM) Ltd InnSpired Sub-Group Group Ltd

InnSpired InnSpired InnSpired InnSpired Rhesus Ltd Taverns Ltd Taverns II Ltd Pubs Ltd Holdings Ltd

InnSpired Developments Ltd

Punch Taverns Punch Taverns InnSpired InnSpired (PMT) Ltd (PMG) Ltd Company Ltd (ESOP) Ltd

Punch Taverns The Dublin Pub The Local Pub Punch Taverns Punch Taverns Punch Taverns GRS Inns Ushers of Pub.com Ltd (PMMH) Ltd Company Ltd Company Ltd (PMH) Ltd (PMST) Ltd (PMI) Ltd Limited Trowbridge Ltd

Punch Taverns Punch Taverns CB (1994) Ltd Punch Taverns Finance B Limited Punch Taverns (PMM) Ltd (SPML) Ltd (formerly Pubmaster (PML) Ltd Coinmine Finance Limited) Limited

Silverhoney Mercury Holdings Taverns Punch Taverns Limited (CPM) Ltd (Holdings) Limited

Silverhoney Limited

Punch Taverns Punch Taverns Mercury (SPM) Ltd (DPM) Ltd Taverns plc Tudor street Holdings Limited

Tudor street Key Acquisitions Limited

Punch Taverns Sub-Group Inn Partnership PGRP Limited Inn Partnership Centrum Sub-Group Pension Scheme Jubilee Sub-Group Limited Pubmaster Sub-Group InnSpired Sub-Group Barton Sub-Group Pubmaster Finance Securitisation Group

7 The New Securitisation Group On or before the Fourth Closing Date, the Pubmaster Sub-Group, the InnSpired Sub-Group and the Centrum Sub-Group will be reorganised to create a new sub-group (the Punch Taverns B Sub-Group or the New Securitisation Group) as follows. In order to streamline the holding company structure of the New Securitisation Group, the shares in Punch Taverns (PMG) Limited (formerly Pubmaster Group Limited) will, on the Fourth Closing Date, be acquired by Punch Taverns (PGE) Limited from Punch Taverns (PM) Limited. This will result in there being fewer intermediate holding companies between the New Securitisation Group and its ultimate parent, Punch Taverns plc. The Transaction will also involve the acquisition, on or before the Fourth Closing Date, by the Borrower of the business and assets of the InnSpired Sub-Group, business and assets of Centrum and certain of the business and assets of PGRP and all of the business and assets of Jubilee (as described below) and by Punch Taverns (PMH) Limited of the shares in InnSpired Group Limited and Centrum. The Transaction will also involve the disposal, on or before the Fourth Closing Date, by the Borrower and Sister of part of their businesses and assets comprising 400 pubs to PGRP. On the Fourth Closing Date, the Borrower will acquire the remaining business and assets of Sister comprising 1,026 Pubs, in order that the New Securitisation Group’s activities are consolidated in the Borrower as one operating company. For a period of time following the Fourth Closing Date, there will be transitional provisions such that Sister is appointed as agent of the Borrower to perform collection and payment services in relation to the operation of such businesses. These various acquisitions will result in the formation of the New Securitisation Group. The New Securitisation Group is expected to own 3,176 leased and tenanted Pubs with effect from the Fourth Closing Date (the Estate). The reorganisation will comprise a number of intra-group transfers of the shares in each of Centrum and InnSpired Group Limited. These intra-group transfers will ultimately result in the shares in each of Centrum and InnSpired Group Limited being transferred to the Parent Guarantor by way of a series of share-for-share exchanges. The purpose of these steps will be to ensure that, prior to the Fourth Closing Date, Centrum and the InnSpired Sub-Group are wholly-owned subsidiaries of the Parent Guarantor (see The Parties below). Shortly after the share-for-share exchanges, the Borrower will enter into a series of business and asset sale agreements (the Hive-Across Agreements) on the Fourth Closing Date pursuant to which that part of the Estate not currently beneficially owned by the Borrower will become beneficially owned by the Borrower. In order to ensure an orderly transfer of the respective businesses of Centrum and the InnSpired Sub-Group to the Borrower, for a period of time following the Fourth Closing Date there will be transitional provisions such that each of Centrum and members of the InnSpired Sub-Group are appointed as agent of the Borrower in relation to the operation of such businesses. A Tender Offer may also be launched by the Borrower in respect of the Existing Floating Rate Notes at some point prior to the Fourth Closing Date, such Tender Offer to be settled on the Fourth Closing Date (see Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters below). It is proposed that, on the Fourth Closing Date, in order to finance the acquisitions referred to above by the Pubmaster Sub-Group, the Issuer will raise the funds necessary to effect the Transaction including the redemption of any Existing Floating Rate Notes (as defined below) (see Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters below) in respect of which the Tender Offer (see Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters – Tender Offers) has not been accepted. It is proposed that the Issuer will, on the Fourth Closing Date, advance the proceeds of the issue of the Second New Notes to the Borrower who will, amongst other things, apply such proceeds in the following manner: (i) in repayment of the term advances then outstanding to the Issuer and in respect of which any Tender Offer in respect of the Existing Floating Rate Notes made by the Borrower has not been accepted; (ii) in making the acquisitions of the business and assets of the InnSpired Sub-Group, Jubilee, Centrum, PGRP and Sister as described above;

8 (iii) in acquiring those Existing Floating Rate Notes in respect of which any Tender Offer made by the Borrower has been accepted following which the Borrower will surrender such Notes to the Issuer for cancellation by way of set-off against repayment of the relevant equivalent ﬂoating rate advances (see Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters below); (iv) in making loans and/or distributions to other companies elsewhere in the Punch Group (including to the companies within the New Securitisation Group); (v) in meeting costs and expenses of the Transaction; and (vi) for other purposes of the Punch Group. Further details as to the proposed uses of the proceeds of the issue of the Second New Notes are set out in Use of Proceeds below.

9 Punch Group after the Fourth Closing Date The diagram below shows the corporate structure of the Punch Group (and, within it, the New Securitisation Group) as it will be with effect from the Fourth Closing Date.

PUNCH TAVERNS PLC Inactive Punch Group Subsidiaries Punch Taverns (PGE) Ltd

Other Punch Punch Taverns Punch Taverns Punch Taverns Punch Taverns Punch Jubilee Group Reserve Barton (PPCS) Ltd Group Ltd Intermediate Subsidiaries Company Ltd Punch Punch Centrum Intermediate Taverns Intermediate Holding Holding Company InnSpired (PGRP) Ltd Holding Company Ltd Ltd (Cedar) Ltd Punch Taverns Company Ltd (PM) Ltd Punch Punch Punch Jubilee Punch Inactive Punch Centrum Taverns Barton Lease Taverns InnSpired Punch Taverns Punch Loan Company (Jubilee) Loan Punch Taverns Company (Barton) (ITB) Ltd Development Group Ltd Ltd Company Investments Ltd Ltd Limited Company Ltd Subsidiaries Limited

Punch Taverns Punch Taverns Intermediate (Offices) Ltd Holdings Ltd

Punch Taverns (ES) Ltd

Punch Taverns Intermediate Holdings Ltd

Punch Taverns Sub-Group

Punch Taverns Punch (PMG ) Ltd Taverns (PMT) Ltd

Punch The Dublin Punch Punch Punch Pub.com The Local Pub GRS Inns Coinmine Taverns Pub Company Taverns Taverns Taverns Ltd Company Ltd Limited Limited (PMMH) Ltd Ltd (PMH) (PMST) Ltd (PMI) Ltd Ltd

Silverhoney Punch Holdings GB (1994) Taverns Punch Punch Taverns Finance Limited Punch Punch InnSpired Ltd Taverns B Limited (formerly (PMM) Ltd Taverns Taverns (SPML) Pubmaster Finance Group Ltd (PML) Ltd (Centrum) Ltd Ltd Limited) Silverhoney Limited InnSpired InnSpired InnSpired InnSpired Taverns Taverns II Holdings Rhesus Ltd Pubs Ltd Ltd Ltd Ltd Tudor Street Punch Mercury Holdings Taverns Taverns Limited (CPM) Ltd (Holdings) Limited InnSpired Developments Tudor Street Acquisitions Punch Punch Mercury Limited Taverns Taverns Taverns Inspired InnSpired (SPM) Ltd (DPM) Ltd plc Company (ESOP) Ltd Ltd Inn Partnership Limited

Ushers of Inn Trowbridge Partnership Ltd Pension Scheme Limited

Key

Punch Taverns Sub-Group PGRP Centrum Sub-Group Jubilee Sub-Group New Securitisation Group Barton Sub-Group

10 Valuation of Estate

DTZ Debenham Tie Leung Limited (DTZ) has valued the Estate and its report dated 29 July 2005 with respect to the Estate (the Valuation Certificate) is reproduced in its entirety below (see Valuation Certificate below). In the view of DTZ, and subject to the assumptions and qualifications set out in the Valuation Certificate, the Estate had an aggregate open market value of £1.65 billion as at 29 July 2005, being the date of the valuation set out in the Valuation Certificate.

Unaudited EBITDA Information

Set out below is unaudited information of the earnings before interest, taxes, depreciation and amortisation, exceptional items and proﬁts or losses on disposal of Pubs (the Unaudited EBITDA Information) of the Estate extracted from management accounts showing the performance of the component parts of the Estate comprising the Pubmaster Sub-Group following the disposal by the Borrower of 316 Pubs to PGRP and the disposal by Sister of 84 pubs to PGRP, Unaudited EBITDA Information showing the performance of the InnSpired Sub-Group and aggregate Unaudited EBITDA Information showing the performance of PGRP, the Centrum Sub-Group and the Jubilee Sub-Group, in each case in respect of the performance of those Pubs that will comprise the Estate.

The Unaudited EBITDA Information for the Pubs comprising the Estate of the New Securitisation Group has been prepared by aggregating the data from the component parts of the Estate to indicate the effect of acquisition by the Borrower of 471 pubs from the InnSpired Sub-Group, 147 pubs from the Centrum Sub-Group, 5 Pubs from the Jubilee Sub-Group, and 40 pubs from PGRP and the disposal of 316 pubs by the Borrower and 84 pubs by Sister.

Also set out in the tables below is the ‘‘Run-Rate’’ EBITDA which has been extrapolated from the performance of the Estate for the 32 week period ended 2 April 2005. The calculation was performed by multiplying the EBITDA for each Pub by 52/32, after adjusting the EBITDA to take into account items which, by their nature, vary over a 52 week period or are speciﬁc to particular Pubs. These items are repair expenditure, capital investment and overheads. Adjustment is also made in respect of Pubs which have been acquired since 21 August 2004. See Appendix 4 for further information in relation to this calculation.

Due to its nature and variety of sources (as described below), the Unaudited EBITDA Information shows the aggregated performance of Pubs in the Estate but does not give a true picture of what the consolidated EBITDA of the New Securitisation Group would have been had the formation of the New Securitisation Group occurred at the beginning of each of the periods set out in the tables below.

The Unaudited EBITDA Information is not indicative of actual results which will be achieved in the future. The ‘‘Run-Rate’’ EBITDA shows what the performance of the Estate might be as at the year ending in August 2005 if current trends continue but does not represent a forecast of such performance.

Pubmaster Sub-Group after disposals 2005 2003(1) 2004(2) 2005(3) ‘‘Run Rate’’ Number of pubs(4)...... 2,506 2,507 2,513 2,513 Turnover (£m) ...... 222 231 144 236 Turnover per pub (£000) ...... 88.58 92.07 57.24 94.02 Gross proﬁt (£m)...... 129 136 87 143 Gross proﬁt per pub (£000)...... 51.45 54.35 34.68 56.95 Overheads (£m) ...... (22) (20) (12) (20) EBITDA (£m) (5)...... 107 116 75 123 EBITDA per pub (£000) ...... 42.72 46.39 29.67 48.96

11 InnSpired Sub-Group 2005 2003(1) 2004(2) 2005(3) ‘‘Run Rate’’ Number of pubs(4)...... — 468 471 471 Turnover (£m) ...... — 43 27 44 Turnover per pub (£000) ...... — 92.62 56.91 92.49 Gross proﬁt (£m)...... — 25 16 26 Gross proﬁt per pub (£000)...... — 54.06 34.09 55.39 Overheads (£m) ...... — (3) (2) (3) EBITDA (£m) (5)...... — 22 14 23 EBITDA per pub (£000) ...... — 46.97 29.96 48.85

PGRP, Centrum and Jubilee 2005 2003(1) 2004(2) 2005(3) ‘‘Run Rate’’ Number of pubs(4)...... 42 125 192 192 Turnover (£m) ...... 2 7 9 18 Turnover per pub (£000) ...... 47.90 54.27 49.18 96.34 Gross proﬁt (£m)...... 1 5 6 12 Gross proﬁt per pub (£000)...... 35.07 37.38 32.86 63.89 Overheads (£m) ...... (—) (1) (1) (1) EBITDA (£m) (5)...... 1 4 5 11 EBITDA per pub (£000) ...... 21.51 29.42 27.33 55.11

The New Securitisation Group 2005 2003(1) 2004(2) 2005(3) ‘‘Run Rate’’ Number of pubs(4)...... 2,548 3,100 3,176 3,176 Turnover (£m) ...... 224 281 180 298 Turnover per pub (£000) ...... 87.91 90.63 56.70 93.93 Gross proﬁt (£m)...... 130 166 109 181 Gross proﬁt per pub (£000)...... 51.18 53.62 34.49 57.14 Overheads (£m) ...... (22) (24) (15) (24) EBITDA (£m) (5)...... 108 142 94 157 EBITDA per pub (£000) ...... 42.37 45.79 29.57 49.32

New Securitisation Group 2005 ‘‘Run Rate’’ EBITDA by Decile

No. of EBITDA 04/05 Run Rate(6) pubs (£m) (£ ’000 per pub) Decile 1 ...... 317.6 33.5 105.3 Decile 2 ...... 317.6 25.1 79.1 Decile 3 ...... 317.6 21.7 68.4 Decile 4 ...... 317.6 19.3 60.6 Decile 5 ...... 317.6 17.4 54.7 Decile 6 ...... 317.6 15.8 49.8 Decile 7 ...... 317.6 14.3 45.0 Decile 8 ...... 317.6 12.7 39.9 Decile 9 ...... 317.6 11.0 34.6 Decile 10 ...... 317.6 7.2 22.5 3,176.0 177.9 56.0

Notes: (1) For the 52 weeks ended 16 August 2003. (2) For the 52 weeks ended 21 August 2004.

12 (3) For the 32 weeks ended 2 April 2005. (4) Number of pubs at the relevant period end. (5) Excludes exceptional items, non-recurring items, depreciation, amortisation and property trading profits and losses. (6) The decile ‘‘Run Rate’’ EBITDA Information has been calculated excluding central costs and repairs. The historical data contained in the above tables reflects the relevant information available to management in respect of the Pubs that will form the New Securitisation Group. Where it has been made available to management, information on such Pubs available prior to their ownership by the Punch Group has been used and converted into a format consistent with that adopted by the Punch Group, although this financial information is not available for all such Pubs in the Estate. Specifically, no information for the InnSpired Sub-Group is available prior to the 52 weeks ended 21 August 2004 that is in a format consistent with that presented in the tables above on the basis that management accounts for that period were not available to Punch in respect of that particular sub-group at the time of its acquisition by the Punch Group. The Pubs comprising the Estate have been under Punch Group ownership as follows: • Pubmaster Sub-Group – from 1 December 2003 onwards. • InnSpired Sub-Group – from 10 September 2004 onwards. • Jubilee and Centrum Sub-Groups – various dates dependent on the date of acquisition of the individual pub or small portfolios of pubs that now form the Centrum and Jubilee portfolios. • PGRP – throughout the whole period under review. In addition, the Pubs in the Punch Group’s sub-groups have been integrated with the Punch Group’s systems on and from the dates as described below: • Pubmaster Sub-Group – from 30 May 2004 onwards. • InnSpired Sub-Group – from 16 January 2005 onwards. • Jubilee and Centrum Sub-Groups – on the date of acquisition of the individual Pub. • PGRP – throughout the whole period under review. From these dates, financial information in respect of such Pubs is consistent with that collected from the rest of the Punch Group’s Pub portfolio.

13 THE PARTIES Issuer Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited) (the Issuer) is a company incorporated with limited liability in the Cayman Islands. The Issuer’s primary purpose is to issue the Notes and to lend the proceeds thereof to the Borrower. The issued share capital of the Issuer is £2, which is 100 per cent. owned by the Parent Guarantor. Borrower Punch Taverns (PML) Limited (formerly known as Pubmaster Limited) (the Borrower and, in its capacity as servicer under the Servicing and Cash Management Agreement, the Servicer)isa private limited company incorporated in England and Wales with registered number 3321199. The issued share capital of the Borrower is £1, which is 100 per cent. owned by the Parent Guarantor. The Borrower is an operating company in the New Securitisation Group and the Borrower under the Issuer/Borrower Facility Agreement. Obligor The Borrower, Sister, Daughter, Son, Cousin, Holdings, Mercury, Centrum, IGL, ITL and InnSpired are together the Obligors. Parent Guarantor Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) (the Parent Guarantor) is a private limited company incorporated in England and Wales with registered number 3720775. It is the holding company of the New Securitisation Group. The issued share capital of the Parent Guarantor is £84,000,100 which is 100 per cent. owned by PMG. The Parent Guarantor has irrevocably and unconditionally guaranteed the payment of principal, interest and other amounts on the Existing Notes and will irrevocably and unconditionally guarantee the payment of principal, interest and other amounts on the Second New Notes and certain other amounts due to the Parent Guarantor Secured Creditors. The Parent Guarantor is a special purpose entity with no business operations or assets other than the issuance of the Parent Guarantee, the holding of the issued share capital of the Borrower, the Issuer, Sister, IGL and Centrum and its entry into certain of the Transaction Documents. PMG Punch Taverns (PMG) Limited (formerly known as Pubmaster Group Limited) (PMG) is a private limited company incorporated in England and Wales with registered number 3276276 and is the holding company of the Parent Guarantor. PMG is not a member of the New Securitisation Group, although it is or will be a party to certain of the Transaction Documents.

Other Parties to the Transaction Documents

Note Trustee Deutsche Bank International Trust Co. (Jersey Limited) is to retire on or before the Fourth Closing Date and Deutsche Trustee Company Limited will be appointed to act as trustee under the Trust Deed (the Note Trustee) to act as trustee for the holders of the Notes, (the Noteholders). The Note Trustee is appointed pursuant to the Trust Deed. MBIA MBIA UK Insurance Limited (MBIA) is a limited liability company which was created and incorporated under the laws of England and Wales on 22 March 2002 with registered number 04401508. MBIA’s principal activity is the guarantee of ﬁnancial obligations. MBIA will act as ﬁnancial guarantor in respect of the Class A7 Notes and the Class A8 Notes by virtue of the Second MBIA Financial Guarantee.

14 Issuer Security Trustee Deutsche Trustee Company Limited (formerly Bankers Trustee Company Limited) of Winchester House, 1 Great Winchester Street, London EC2N 2DB acts and will continue to act as security trustee under the Issuer Deed of Charge (in this capacity, the Issuer Security Trustee). The Issuer Security Trustee holds the benefit of the security granted under or pursuant to the Issuer Deed of Charge on trust for, among others, the Noteholders, MBIA and the Swap Providers, as further described in this document. Borrower Security Trustee Deutsche Trustee Company Limited (formerly Bankers Trustee Company Limited) of Winchester House, 1 Great Winchester Street, London EC2N 2DB acts and will continue to act as security trustee under the Punch Taverns B Deed of Charge (in this capacity, the Borrower Security Trustee). The Borrower Security Trustee holds the benefit of the security granted under or pursuant to the Punch Taverns B Deed of Charge on trust for, among others, the Issuer, as further described in this document. PG Security Trustee Deutsche Trustee Company Limited (formerly Bankers Trustee Company Limited) of Winchester House, 1 Great Winchester Street, London EC2N 2DB acts and will act as security trustee under the Parent Guarantor Deed of Charge (in this capacity, the PG Security Trustee). The PG Security Trustee holds the benefit of security granted under or pursuant to the Parent Guarantor Deed of Charge on trust for, among others, the Noteholders, MBIA and the Swap Providers, as further described in this document. Liquidity Facility Provider The Royal Bank of Scotland plc (the Liquidity Facility Provider) will act as lender under the Liquidity Facility Agreement. The Liquidity Facility Provider is required to have a short-term rating of at least ‘‘A-1’’ from S&P, ‘‘F1’’ from Fitch and ‘‘P-1’’ from Moody’s (the Minimum Short-Term Ratings). Account Bank Barclays Bank plc, acting through its Birmingham branch at Midlands Corporate Banking, PO Box 3333, 15 Colmore Row, Birmingham B3 2WN is the Account Bank. The Account Bank provides account maintenance and cash management services pursuant to the Servicing and Cash Management Agreement and the Bank Agreement. The Account Bank is required to have a short-term rating of at least ‘‘A-1+’’ from S&P, ‘‘F1’’ from Fitch and ‘‘P-1’’ from Moody’s. Second New Notes Agent Bank Deutsche Bank AG London of Winchester House, 1 Great Winchester Street, London EC2N 2DB will be the Second New Notes Agent Bank and is also the Agent Bank for the Notes. The Second New Notes Agent Bank will provide note and interest rate calculation services in respect of the Second New Notes pursuant to the Second New Notes Agency Agreement. Principal Paying Agent Deutsche Bank AG London of Winchester House, 1 Great Winchester Street, London EC2N 2DB is the Second New Notes Principal Paying Agent in respect of the Second New Notes and is also the Principal Paying Agent for the Notes. The Second New Notes Principal Paying Agent will make payments on behalf of the Issuer of principal and interest on the Second New Notes while in bearer form pursuant to the Second New Notes Agency Agreement. The Principal Paying Agent is required to have a short-term rating of at least ‘‘A-1+’’ from S&P, ‘‘F1’’ from Fitch and ‘‘P-1’’ from Moody’s (or its equivalent).

15 Irish Paying Agent Deutsche International Corporate Services (Ireland) Limited of 5 Harbourmaster Place, IFSC, Dublin 1, Ireland is the Irish Paying Agent. The Irish Paying Agent will make payments in Ireland, on behalf of the Issuer, of principal and interest in respect of the Second New Notes pursuant to the Second New Notes Agency Agreement. Swap Providers Citibank, N.A. of Citibank Centre, Canada Square, Canary Wharf, London E14 5LB and any provider of an Existing Swap (together the Swap Providers) have entered or may enter into the Swap Transactions with the Issuer and MBIA. The long term, unsecured and unsubordinated obligations of the Swap Providers (or, as the case may be, any guarantor of a Swap Provider) must be rated at least ‘‘A’’ by Fitch and ‘‘A1’’ by Moody’s. The short term unsecured and unsubordinated obligations of the Swap Providers (or, as the case may be, any guarantor of a Swap Provider) must be rated at least ‘‘A-1’’ by S&P, ‘‘F1’’ by Fitch and ‘‘P-1’’ by Moody’s. Financial Adviser Ernst & Young LLP of No. 1 Colmore Square, Birmingham, B4 6HQ is the Financial Adviser. The Financial Adviser provides to the Borrower Security Trustee certain services relating to the ﬁnancial position of the Securitisation Group pursuant to a ﬁnancial advisory services agreement entered into on the First Closing Date, as it will be amended and restated on the Fourth Closing Date (the Amended and Restated Financial Advisory Services Agreement). Escrow Agent Deutsche Bank AG London of Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Escrow Agent) will act as escrow agent under the Deed of Escrow. The Escrow Agent is required to have a short-term rating of at least ‘‘A-1’’ from S&P, ‘‘F1’’ from Fitch and ‘‘P-1’’ from Moody’s (or its equivalent). Punch Taverns (PTL) Limited Punch Taverns (PTL) Limited (PTL) is a private limited company incorporated in England and Wales with registered number 3512363. PTL was incorporated on 17 February 1998. Its issued share capital is £1,402 divided into 1,402 shares of £1 each, which are held as to 100 per cent. by Punch Taverns Holdings Limited. PTL is the operating company of the Punch Taverns Sub-Group and provides management services to the New Securitisation Group under the Management Services Agreement. It will not be a member of the New Securitisation Group. Punch Taverns (PRAF) Limited Punch Taverns (PRAF) Limited (PRAF) is a private limited company incorporated in England number 3731233 and is a member of the Punch Taverns Sub-Group. On the Fourth Closing Date, it will advance the New Subordinated Loan to the Borrower under the New Subordinated Loan Agreement.

16 KEY CHARACTERISTICS OF THE SECOND NEW NOTES AND EXISTING FIXED RATE NOTES

Class A3 Class A6 Class A7 Class A8 Class B1 Class B2 Class C1 Notes Notes Notes1 Notes1 Notes Notes Notes

Denomination2 £1,000 £1,000 £50,000 £50,000 £1,000 £1,000 £50,000 minimum and minimum and minimum and £1,000 £1,000 £1,000 thereafter thereafter thereafter

Principal Amount £201,000,000 £220,000,000 £250,000,000 £250,000,000 £77,500,000 £125,000,000 £125,000,000 Outstanding on issue

Issue Price 100% 99.996% 100% 100% 100% 99.988% 100%

Interest Rate3 7.369% per 5.943% per 4.767% per LIBOR + 8.44% per 6.962% per LIBOR + annum annum annum 0.28% per annum annum 1.10% per annum up to annum up to (but excluding) (but excluding) the Interest the Interest Payment Date Payment Date falling in 30 falling in 30 June 2015 and June 2015 and thereafter, thereafter, LIBOR plus a LIBOR plus a margin of margin of 0.28% per 1.10% per annum and a annum and a further margin further margin of 0.42% per of 1.65% per annum annum

Frequency of Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly payments of interest

Frequency of Quarterly from Quarterly from Quarterly from Quarterly from Quarterly from Quarterly from Quarterly from amortisation of the Interest the Interest the Interest the Interest the Interest the Interest the Interest principal Payment Date Payment Date Payment Date Payment Date Payment Date Payment Date Payment Date falling in June falling in falling in falling in falling in falling in March falling in 2011 December December December September 2025 September 2016 2009 2010 2022 2033

Early redemption Spens Spens Spens None Spens Spens None premium

Interest Payment 30 March, 30 30 March, 30 30 March, 30 30 March, 30 30 March, 30 30 March, 30 30 March, 30 Dates4 June, 30 June, 30 June, 30 June, 30 June, 30 June, 30 June, 30 September September September September September September September and 30 and 30 and and and and 30 and December December 30 December 30 December 30 December December 30 December

First Interest 30 September 30 March 2003 30 September 30 September 30 September 30 March 2003 30 September Payment Date4 1999 2005 2005 1999 2005

Final Maturity June 2022 December June 2033 June 2033 June 2025 June 2028 June 2035 Date5 2024

Fitch/S&P/Moody’s A/A/A2 A/A/A2 AAA/AAA/Aaa AAA/AAA/Aaa BBB+/BBB+/ BBB+/BBB+/ BBB/BBB/ ratings6 Baa2 Baa2 Baa3

Form at issue2 Bearer Bearer Bearer Bearer Bearer Bearer Bearer

Listing7 Luxembourg Luxembourg Irish Stock Irish Stock Luxembourg Luxembourg Irish Stock Stock Stock Exchange Exchange Stock Stock Exchange Exchange Exchange Exchange Exchange

Clearing Euroclear and Euroclear and Euroclear and Euroclear and Euroclear and Euroclear and Euroclear and Clearstream, Clearstream, Clearstream, Clearstream, Clearstream, Clearstream, Clearstream, Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg

Common Code 9904174 015812133 022631993 022632019 9904182 015812184 022632027

ISIN XS0099041740 XS0158121334 XS0226319936 XS0226320199 XS0099041823 XS0158121847 XS0226320272

Notes to above table: 1 The Class A7 Notes and the Class A8 Notes have the beneﬁt of a ﬁnancial guarantee from MBIA as to Scheduled Interest and Scheduled Principal – see Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters – Description of the New Notes – Second MBIA Financial Guarantee. 2 In relation to the Second New Notes and denomination, see Terms and Conditions of the Notes – Condition 1 (Form, Denomination and Title). 3 In relation to the Second New Notes, see Terms and Conditions of the Notes – Condition 4(c) (Rate of Interest on the Class A8 Notes and the Class C1 Notes), Condition 4(d) (Applicable Margin, Step-Up Margin and Step-Up Amounts) and Condition 4(e) (Rate of Interest on the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notes and the Class B2 Notes).

17 4 In relation to the Second New Notes, subject to adjustment for non-Business Days. See Terms and Conditions of the Notes – Condition 4(b) (Interest Payment Dates and Interest Periods). 5 In relation to the Second New Notes, see Terms and Conditions of the Notes – Condition 5(a) (Final Redemption). 6 No rating is given in respect of Step-Up Amounts or payments in respect of redemption premium. The ratings in respect of the Class A7 Notes, the Class A8 Notes, the Class B1 Notes, the Class B2 Notes and the Class C1 Notes are the ratings which are expected to be assigned to the Notes at the Fourth Closing Date. 7 It is expected that the listing of the Class A3 Notes, Class A6 Notes, Class B1 Notes and Class B2 Notes will be transferred to the Irish Stock Exchange in due course.

18 SUMMARY OF THE TRANSACTION AND THE TERMS AND CONDITIONS OF THE SECOND NEW NOTES AND RELATED MATTERS

EXISTING FLOATING RATE NOTES AND EXISTING FIXED RATE NOTES

Previous note issuance The Issuer issued the £80,000,000 Class A1 Secured Floating Rate Notes due by the Issuer 2009 on 30 June 1999 (the First Closing Date) and the further £29,000,000 Class A1 Secured Floating Rate Notes due 2009 on 17 February 2000 (the Second Closing Date) (together, the Class A1 Notes), the £20,000,000 Class A2 Secured Floating Rate Notes due 2011 on the First Closing Date and the further £6,500,000 Class A2 Secured Floating Rate Notes due 2011 on the Second Closing Date (together, the Class A2 Notes), the £150,000,000 7.369 per cent. Class A3 Secured Notes due 2022 on the First Closing Date and the further £51,000,000 7.369 per cent. Class A3 Secured Notes due 2022 on the Second Closing Date (together, the Class A3 Notes), the £70,000,000 Class A4 Secured Floating Rate Notes due June 2009 on 25 November 2002 (the Third Closing Date) (the Class A4 Notes), the £120,000,000 Class A5 Secured Floating Rate Notes due September 2016 on the Third Closing Date (the Class A5 Notes), the £220,000,000 5.943 per cent. Class A6 Secured Notes due December 2024 on the Third Closing Date (the Class A6 Notes), the £55,000,000 8.44 per cent. Class B Secured Notes due 2025 on the First Closing Date and the further £22,500,000 8.44 per cent. Class B Secured Notes due 2025 on the Second Closing Date (together, the Class B1 Notes) and the £125,000,000 6.962 per cent. Class B2 Secured Notes due June 2028 on the Third Closing Date (the Class B2 Notes).

Deﬁnitions relevant to The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued on previous note issuance the First Closing Date are the Original Class A Notes. The Class B1 Notes by the Issuer issued on the First Closing Date are the Original Class B1 Notes. The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued on the Second Closing Date are the First Further Class A Notes. The Class B1 Notes issued on the Second Closing Date are the First Further Class B1 Notes. The Class A4 Notes, the Class A5 Notes, the Class A6 Notes issued on the Third Closing Date are the First New Class A Notes. The Class B2 Notes issued on the Third Closing Date are the First New Class B2 Notes.

Redemption of Existing As part of the Transaction, the outstanding Class A1 Notes, Class A2 Notes, Floating Rate Notes Class A4 Notes and Class A5 Notes (the Existing Floating Rate Notes) issued by the Issuer, to the extent not purchased by the Borrower pursuant to the Tender Offer, will be redeemed on the first Interest Payment Date in respect of such classes of Notes following the Fourth Closing Date (the FRN Redemption Date). The Note Trustee has consented to release the security to which the holders of the Existing Floating Rate Notes under the Transaction Documents and MBIA Assurance S.A. (as financial guarantor of the Class A4 Notes and the Class A5 Notes) have had recourse on condition that such holders and MBIA Assurance S.A. obtain a beneficial interest in an equivalent amount of cash (or other suitable liquid asset) sufficient to pay in full all amounts due in respect of the Existing Floating Rate Notes which will be outstanding on the FRN Redemption Date, including interest accrued to the date of redemption. All such cash will be held in an account in the name of the Note Trustee with the Escrow Agent pursuant to a deed of escrow between, inter alios, the Escrow Agent, the Issuer and the Note Trustee (the Deed of Escrow). Such cash (or other suitable liquid asset) will be held on trust for the holders of the Existing Floating Rate Notes and MBIA Assurance S.A. on the terms of the Trust Deed. Accordingly, amounts standing to the credit of such account will

19 be applied to redeem such Existing Floating Rate Notes on the FRN Redemption Date.

Tender Offers Prior to the Fourth Closing Date, Deutsche Bank A.G. London acting as agent for the Borrower, proposes to make tender offers (the Tender Offer) pursuant to which the Borrower will offer to buy the Existing Floating Rate Notes. Completion of the sale and purchase of the Existing Floating Rate Notes which are subject to acceptances of the Tender Offer, is conditional upon, inter alia, the completion of the Transaction and is expected to occur on the Fourth Closing Date. The Existing Floating Rate Notes acquired by the Borrower pursuant to the Tender Offer will, on the Fourth Closing Date, be delivered to the Issuer for cancellation and the corresponding TermAdvances under the Issuer/Borrower Facility Agreement will be written down by an amount equal to the principal amount of the Notes so cancelled.

Changes to the Pursuant to the extraordinary resolutions passed on 25 July 2005 by the Transaction Documents holders of the Class A3 Notes, the Class A6 Notes, the Class B1 Notes and the Class B2 Notes (the Existing Fixed Rate Notes), certain modiﬁcations were sanctioned in relation to the terms and conditions of the Transaction Documents, such amendments to be effective upon completion of the Transaction on the Fourth Closing Date.

DESCRIPTION OF THE SECOND NEW NOTES

Second New Notes The £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 (the Class A7 Notes), the £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 (the Class A8 Notes and, together with the Class A7 Notes, the Second New Class A Notes) and the £125,000,000 Class C1 Secured Floating Rate Notes due June 2035 (the Class C1 Notes or the Class C Notes and, together with the Second New Class A Notes, the Second New Notes) of the Issuer are expected to be issued on the Fourth Closing Date by the Issuer. The denomination, form and issue price of the Second New Notes together with other principal characteristics of the Second New Notes are speciﬁed in Key Characteristics of the Second New Notes and Existing Fixed Rate Notes above.

Ratings It is a condition of issue of the Second New Notes that each class of Second New Notes is assigned the relevant rating by Fitch, S&P and Moody’s as follows:

Class of Second New Notes S&P Moody’s Fitch Class A7 Notes AAA Aaa AAA Class A8 Notes AAA Aaa AAA Class C1 Notes BBB Baa3 BBB

The ratings of the Class A7 Notes and the Class A8 Notes will be based on the ﬁnancial strength and claims paying ability of MBIA. Any reference in this Offering Circular to the Underlying Rating of the Class A7 Notes and the Class A8 Notes is a reference to the credit rating which would be assigned to those Notes in the absence of the Second MBIA Financial Guarantee and therefore based on, amongst other things, the then characteristics of the New Securitisation Group. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation, and each security rating should be evaluated independently of any other rating. A security rating in respect of the Notes (other than the Class A7 Notes and the Class A8

20 Notes for so long as they have the benefit of the Second MBIA Financial Guarantee) will, inter alia, depend on certain underlying characteristics of the New Securitisation Group’s businesses from time to time. The security ratings assigned by the Rating Agencies do not address the likelihood of the receipt of any Step-Up Amounts or any redemption premium by Noteholders. It will also be a condition of the issue of the Second New Notes that Fitch, Moody’s and S&P have confirmed that the then ratings of the Existing Fixed Rate Notes will not be downgraded as a result of such issue of Second New Notes, that the rating of the Class B1 Notes and Class B2 Notes will be confirmed by Moody’s and that the rating of the Class B1 Notes and the Class B2 Notes will be upgraded by Fitch and S&P as specified in Key Charac- teristics of the Second New Notes and Existing Fixed Rate Notes above.

Listing As speciﬁed in Key Characteristics of the Second New Notes and Existing Fixed Rate Notes above, application has been made for the Second New Notes to be listed on the Irish Stock Exchange Limited (the Irish Stock Exchange) which is a regulated market for the purposes of the Prospectus Directive (2003/71/EC). The Existing Fixed Rate Notes are currently listed on the regulated market operated by the Luxembourg Stock Exchange, and it is expected that the listing of the Existing Fixed Rate Notes will be transferred to the Irish Stock Exchange in due course.

Parent Guarantee The Parent Guarantor has irrevocably and unconditionally guaranteed the payment of principal and interest and any other amounts payable in respect of the Existing Fixed Rate Notes save that if any withholding or deduction for or on account of tax is applicable to payments under a guarantee of the Issuer’s obligations under the Notes, such payments will be made subject to such withholding or deduction, without the Parent Guarantor being obliged to pay any additional amounts as a consequence. The Parent Guarantor will agree that the Parent Guarantee will extend to payment of principal and interest and any other amounts payable on the Second New Notes. The Parent Guarantor will also provide a guarantee in respect of the amounts payable to the Swap Providers, the Liquidity Facility Provider and MBIA.

Status and form The Class A7 Notes and the Class A8 Notes respectively carry substantially the same terms and conditions (other than the applicable interest rate and principal repayment and the Second MBIA Financial Guarantee) as, and will rank pari passu in point of security with, the Class A3 Notes and the Class A6 Notes (other than in respect of any Class A8 Step-Up Amounts) (as deﬁned below). The Class C1 Notes will rank as described below. Each class of Notes is or will be constituted by the trust deed entered into on 30 June 1999 between the Issuer, the Parent Guarantor and the Note Trustee (the Original Trust Deed), as supplemented by a ﬁrst supplemental trust deed between the same parties dated 17 February 2000 (the First Supple- mental Trust Deed), a second supplemental trust deed between the same parties and MBIA Assurance S.A. dated 28 November 2002 (the Second Supplemental Trust Deed), a third supplemental trust deed between the same parties and MBIA Assurance S.A. dated 3 February 2003 making certain amendments to the Trust Deed (the Third Supplemental Trust Deed) and a fourth supplemental trust deed between the same parties and MBIA to be dated the Fourth Closing Date (the Fourth Supplemental Trust Deed and, together with the Original Trust Deed, the First Supplemental Trust Deed, the Second Supplemental Trust Deed and the Third Supplemen- tal Trust Deed, the Trust Deed). The obligations of the Issuer in respect of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes and the Class A8 Notes (the Class A

21 Notes) (other than in respect of any Class A8 Step-Up Amounts) will rank pari passu in point of security and as to payment of interest and principal, but in priority to the obligations of the Issuer in respect of the Class B1 Notes and the Class B2 Notes (the Class B Notes) and the Class C Notes in point of security and as to payment of interest and principal. The obligations of the Issuer in respect each of the Class B Notes will rank pari passu in point of security and as to payment of interest and principal but in priority to the obligations of the Issuer in respect of the Class C Notes in point of security and as to payment of interest and principal. It should be noted that if certain amounts are outstanding under the Liquidity Facility Agreement, the Issuer’s obligations in respect thereof will rank ahead of its obligations in respect of each of the Class A Notes, the Class B Notes and the Class C Notes. It should be further noted that the Issuer’s obligations to make payments to the Swap Providers (other than in respect of Swap Subordinated Amounts) and to pay the Second Interest Reimbursement Amounts, the Second MBIA Financial Guarantee Fee (each as defined below) and certain other amounts (other than any Second Principal Reimburse- ment Amounts, Second MBIA Prepayment Fees and Premium Step-Up Amounts) to MBIA will each rank pari passu in point of security and as to payment with interest payments on the Class A Notes (other than in respect of any Class A8 Step-Up Amounts). It should be further noted that the Issuer’s obligations to pay the Second Principal Reimburse- ment Amounts and the Second MBIA Prepayment Fees to MBIA will rank pari passu in point of security and as to payment with principal on the Class A Notes. The payment of any Step-Up Amount (as defined in Terms and Conditions of the Notes) is subordinated to payments of interest and repayments and prepayments of principal on each class of Notes and (in the case of the Class A8 Step-Up Amounts) does not benefit from the Second MBIA Financial Guarantee. The Trust Deed contains provisions requiring the Note Trustee to have regard to the interests of the holders of the Class A Notes (the Class A Noteholders), the holders of the Class B Notes (the Class B Noteholders) and the holders of the Class C Notes (the Class C Noteholders), but where there is, in the Note Trustee’s opinion, a conflict between the interests of the Class A Noteholders on the one hand and the interests of the Class B Noteholders and/or the Class C Noteholders on the other hand, the Trust Deed requires the Note Trustee to have regard only to the interests of the Class A Noteholders and, for this purpose, the Note Trustee shall disregard the Second MBIA Financial Guarantee, or if in the Note Trustee’s opinion, there is a conflict between only the interests of the Class B Noteholders and the Class C Noteholders, the Trust Deed requires the Note Trustee to have regard only to the interests of the Class B Noteholders. The Trust Deed contains provisions limiting the powers of the Class B Noteholders and the Class C Noteholders, inter alia, to direct the Note Trustee by Extraordinary Resolution, or to request the Note Trustee to take any action which may affect the interests of the prior ranking Noteholders and, for the purpose of considering the interests of the Class A Noteholders, the Note Trustee shall disregard the Second MBIA Financial Guarantee. For these purposes any outstanding but unpaid Step-Up Amounts will be disregarded under the Trust Deed until all other amounts payable on the Notes have been paid in full. Provided no MBIA Event of Default has occurred and is continuing, MBIA may direct or make requests to the Note Trustee and the Issuer Security Trustee in respect of the Class A7 Notes and the Class A8 Notes and vote at

22 meetings of the Class A7 Noteholders and the Class A8 Noteholders as if it were the holder of 100 per cent. of the aggregate Principal Amount Outstanding of the Class A7 Notes or the Class A8 Notes (as the case may be). In these circumstances none of the Class A7 Noteholders or the Class A8 Noteholders (as the case may be) will be entitled to vote at meetings of the Noteholders (or any class of Noteholders) or to exercise any rights to direct or make requests to the Note Trustee or the Issuer Security Trustee. However, where any such direction, request or voting would relate to any of the Noteholder Reserved Matters, MBIA may not so direct the Note Trustee or so vote. In respect of the Noteholder Reserved Matters, the relevant Noteholders will be entitled to exercise such voting and other rights, subject in the case of a Basic Terms Modiﬁcation to the prior consent of MBIA (provided that no MBIA Termination Event has occurred and is continuing) (See Risk Factors – Conﬂicts of Interests). The Second New Notes will be obligations of the Issuer, and will not be obligations or responsibilities of, or guaranteed by, any person other than the Parent Guarantor and MBIA (in respect of Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes as provided in the Second MBIA Financial Guarantee). In particular, the Second New Notes will not be obligations or responsibilities of, or guaranteed by, the Note Trustee, the Borrower Security Trustee, the Issuer Security Trustee, the PG Security Trustee, MBIA (other than to the extent described above), the Arranger, the Lead Managers, the Swap Providers, the Liquidity Facility Provider, the Account Bank, the Agent Banks, the Principal Paying Agent, the Irish Paying Agent, any Obligor, PMG or any other company in the New Securitisation Group and/or the Punch Group (other than the Issuer and the Parent Guarantor). Subject to the satisfaction of certain conditions precedent, the issue proceeds of the Second New Notes will, on the Fourth Closing Date, be applied by the Issuer as described in Use of Proceeds below, and will be secured over the assets and undertaking of the Issuer.

Second MBIA Financial On or before the Fourth Closing Date, MBIA will, subject to satisfaction of its Guarantee conditions precedent, issue the Second MBIA Financial Guarantee in favour of the Note Trustee (as trustee for the Class A7 Noteholders and the Class A8 Noteholders). The Second MBIA Financial Guarantee is an unconditional and irrevocable ﬁnancial guarantee in respect of the following amounts payable under the Class A7 Notes and the Class A8 Notes (as applicable): (a) any amount in respect of interest payable by the Issuer pursuant to Condition 4 in respect of the Class A7 Notes or the Class A8 Notes (as applicable) on each Interest Payment Date (but excluding the Class A8 Step-Up Amount and any additional amounts relating to prepayment, acceleration, early redemption, broken funding indemnities, penalties, default interest, premium or deferral or similar type payments) less any deduction or withholding which the Issuer has made in accordance with Condition 7 (Scheduled Interest); and (b) any amount in respect of principal payable by the Issuer pursuant to Condition 5(b)(i) in respect of the Class A7 Notes or the Class A8 Notes (as applicable) on each Interest Payment Date (but excluding any additional amounts relating to prepayment, acceleration, early redemption, broken funding indemnities, mandatory costs, increased costs, penalties, premiums, default interest or spens or similar type payments) (Scheduled Principal and, together with the Scheduled Interest, the Guaranteed Amounts).

23 The Class A3 Notes, the Class A6 Notes, the Class B1 Notes, the Class B2 Notes and the Class C1 Notes will not have the beneﬁt of the Second MBIA Financial Guarantee. MBIA will not guarantee payment of any amounts other than the Guaranteed Amounts for any reason. In particular, the Second MBIA Financial Guarantee does not cover any Step-Up Amount, any amount to be paid in redemption of the Class A7 Notes or the Class A8 Notes at the option of the Issuer or for taxation or other reasons or in respect of purchase of the Notes by the Borrower in accordance with Condition 5, any amount payable upon acceleration in accordance with Condition 9 or any deduction or withholding which the Issuer has made in accordance with Condition 7. All consents to be provided by MBIA under the Transaction Documents are only required if no MBIA Termination Event and no MBIA Event of Default has occurred and is continuing and subject to the provisions of the Second Guarantee and Reimbursement Agreement.

Second MBIA Financial The Issuer will pay a guarantee fee to MBIA in respect of the Second MBIA Guarantee Fee Letter Financial Guarantee on each Interest Payment Date (the Second MBIA Financial Guarantee Fee) and certain premium step-up amounts following the Step-Up Date (as deﬁned below) (the Premium Step-Up Amounts) pursuant to the terms of the Second MBIA Financial Guarantee Fee Letter. The Issuer will fund the payment of such Second MBIA Financial Guarantee Fee from the periodic fees payable by the Borrower to the Issuer under the Issuer/Borrower Facility Agreement. The obligation of the Issuer to pay the Second MBIA Financial Guarantee Fee will be reduced, in respect of any early redemption or purchase of the Class A7 Notes or the Class A8 Notes by a pro rata amount equal to the principal amount of the Class A7 Notes or the Class A8 Notes (as applicable) so redeemed or purchased. Upon the early redemption or purchase of the Class A7 Notes or the Class A8 Notes by the Borrower or any of its affiliates, the Issuer may be required to pay certain prepayment fees to MBIA (the Second MBIA Prepayment Fees) pursuant to the terms of the Second MBIA Financial Guarantee Fee Letter.

Second Guarantee and In relation to the provision of the Second MBIA Financial Guarantee, the Reimbursement Issuer, the Borrower, the Parent Guarantor, the Obligors, the Note Trustee, Agreement the Issuer Security Trustee and MBIA will enter into the Second Guarantee and Reimbursement Agreement under which the Issuer will be obliged, inter alia, to reimburse MBIA on each Interest Payment Date in respect of any payment made by MBIA under the Second MBIA Financial Guarantee and to pay the fees and expenses of MBIA (including the surveillance fees of MBIA of £35,000 per annum payable quarterly). Subject to the terms of the Second MBIA Financial Guarantee and to the provisions of the Issuer Deed of Charge, in order to enable MBIA to recover from the Issuer amounts which have been paid by MBIA in respect of any of the Class A7 Notes or the Class A8 Notes under the Second MBIA Financial Guarantee, MBIA will be subrogated to any rights of the Class A7 Noteholders and the Class A8 Noteholders against the Issuer in respect of the Class A7 Notes and the Class A8 Notes. Amounts payable in respect of reimbursement of Scheduled Interest paid by MBIA to the Class A7 Noteholders and the Class A8 Noteholders (the Second Interest Reimbursement Amounts) and interest on Second Reimbursement Amounts (as deﬁned below) will be payable by the Issuer to MBIA under the Second Guarantee and Reimbursement Agreement, subject to the application of proceeds set out in the Issuer Deed of Charge. In addition, amounts payable in respect of reimbursement of Scheduled Principal paid by MBIA to the Class A7 Noteholders and the Class A8 Noteholders (the Second Principal Reimbursement Amounts and,

24 together with Second Interest Reimbursement Amounts, Second Reimburse- ment Amounts) will be payable by the Issuer to MBIA under the Second Guarantee and Reimbursement Agreement, subject to the application of proceeds set out in the Issuer Deed of Charge.

Security for the Second The Second New Notes and the other obligations of the Issuer to the Issuer New Notes Secured Creditors (including the Noteholders and MBIA) will be secured by first ranking security over, inter alia, all of the Issuer’s right, title and interest in its assets pursuant to the Issuer Deed of Charge between, among others, the Issuer, the Issuer Security Trustee, the Note Trustee (on behalf of itself and the Noteholders), MBIA, the Liquidity Facility Provider, the Swap Providers, the Agent Banks, the Account Bank, the Servicer, the Principal Paying Agent and the Irish Paying Agent (together, other than the Issuer, but including the Noteholders, the Issuer Secured Creditors) subject to and in accordance with the terms thereof. See further Summary of Principal Documents – Issuer Deed of Charge below. In addition, the Parent Guarantor Deed of Charge creates security interests in favour of the PG Security Trustee over, inter alia, the Parent Guarantor’s rights under the Transaction Documents to which it is a party and all other assets of the Parent Guarantor (including the issued share capital of the Issuer, the Borrower, Sister and Centrum). The PG Security Trustee will hold the benefit of the security created pursuant to the Parent Guarantor Deed of Charge for the benefit of the Parent Guarantor Secured Creditors.

Interest The applicable provisions relating to calculation and payment of interest on the Second New Notes are summarised in Key Characteristics of the Second New Notes and the Existing Fixed Rate Notes above. Interest on the Second New Notes will be payable by reference to successive interest periods (each an Interest Period) and will be payable in arrear in pounds sterling in respect of the Principal Amount Outstanding (as defined in Condition 5(e)) of each class of Second New Notes on 30 March, 30 June, 30 September and 30 December (or, if such day is not a day (other than a Saturday or Sunday) on which banks are open for business in London, New York, Ireland and Luxembourg (a Business Day), the next succeeding Business Day unless such Business Day falls in the next succeeding calendar month in which event the immediately preceding Business Day) in each year (each such day being an Interest Payment Date). The first Interest Period in respect of the Second New Notes will commence on (and include) the Fourth Closing Date and end on (but exclude) the Interest Payment Date falling in September 2005. In the case of the Class A8 Notes and the Class C1 Notes, each successive Interest Period will thereafter commence on (and include) an Interest Payment Date and end on (but exclude) the next succeeding Interest Payment Date. In the case of the Class A7 Notes, each successive Interest Period thereafter will commence on (and include) 30 March, 30 June, 30 September and 30 December and end on (and include) 29 June, 29 September, 29 December and 29 March respectively. Interest on the Class A8 Notes and the Class C1 Notes for each Interest Period from (and including) the Fourth Closing Date until (but excluding) the Interest Payment Date falling in June 2015 will accrue at an annual rate equal to the sum of LIBOR for three month sterling deposits or, in the case of the first Interest Period applicable to the Class A8 Notes and the Class C1 Notes, the linear interpolation of 1 month and 2 month sterling deposits (determined in accordance with Condition 4(c)(ii)) plus 0.28 per cent. for the Class A8 Notes and 1.1 per cent. for the Class C1 Notes (the Applicable Margin) (as the case may be).

25 Interest on the Class A8 Notes and the Class C1 Notes for each Interest Period commencing on the Interest Payment Date falling in June 2015 up to the date on which they are redeemed in full will accrue at an annual rate equal to the sum of LIBOR for three month sterling deposits plus the Applicable Margin for the Class A8 Notes and the Class C1 Notes (as the case may be) plus 0.42 per cent. for the Class A8 Notes (the Class A8 Step-Up Margin and that part of any interest on the Class A8 Notes referable to the Class A8 Step-Up Margin and any interest accrued thereon being the Class A8 Step-Up Amounts) and 1.65 per cent. for the Class C1 Notes (as the case may be) (the Class C1 Step-Up Margin and that part of any interest on the Class C1 Notes referable to the Class C1 Step-Up Margin and any interest accrued thereon being the Class C1 Step-Up Amounts). Interest on the Class A7 Notes will accrue at an annual rate as set out in Key Characteristics of the Second New Notes and Existing Fixed Rate Notes above, payable on each Interest Payment Date.

Subordination and The Class C1 Noteholders will be entitled to receive payments of interest Deferral of Class C1 (including Class C1 Step-Up Amounts) and principal on the Class C1 Notes Notes and Class A8 on any Interest Payment Date only to the extent that the Issuer has funds Step-Up Amounts available for the purpose after making payment on such Interest Payment Date of any liabilities ranking in priority to the Class C1 Notes (including, inter alia, all amounts payable on the relevant Interest Payment Date in respect of the Liquidity Facility, the Swap Transactions, the Second MBIA Financial Guarantee Fee (other than in respect of Premium Step-Up Amounts), the Second MBIA Prepayment Fees, interest and principal in respect of the Class A Notes (other than in respect of Class A8 Step-Up Amounts) and interest and principal in respect of the Class B Notes), all as provided in the Terms and Conditions of the Notes and in the Issuer Deed of Charge and as described in Summary of Principal Documents — Issuer Deed of Charge — Issuer Priority of Payments below. In addition, the Class A8 Noteholders will be entitled to receive payments of Class A8 Step-Up Amounts only to the extent that the Issuer has funds available for the purpose after making payment on an Interest Payment Date of any liabilities ranking in priority thereto as described in Summary of Principal Documents — Issuer Deed of Charge — Issuer Priority of Payments below. Any interest (including any Class C1 Step-Up Amounts) and/or principal on any Class C1 Note and/or any Class A8 Step-Up Amount not paid on any Interest Payment Date will be deferred and will itself accrue interest at the rate of interest for the Class C1 Notes or Class A8 Notes (as applicable) and will be paid to the holder of such Class C1 Note or Class A8 Note (as applicable) on subsequent Interest Payment Dates to the extent the Issuer has funds available for such purpose, after paying in full on such Interest Payment Date all payments ranking in priority thereto as aforesaid.

Withholding tax Payments of interest, principal and premium (if any) on the Second New Notes will be made subject to any applicable withholding or deduction for or on account of any tax and none of the Issuer, the Registrar or any Paying Agent will be obliged to pay any additional amounts as a consequence under the terms and conditions of the Second New Notes. Further, if any amount of tax is required to be withheld from any amount to be paid by the Parent Guarantor under the Parent Guarantee then neither the Parent Guarantor nor any other party will be obliged to pay any additional amounts as a consequence. In addition, if any amount of tax is required to be withheld from any amount to be paid by MBIA under the Second MBIA Financial Guarantee

26 then neither MBIA nor any ﬁscal agent appointed by MBIA for the purposes of the Second MBIA Financial Guarantee (a Fiscal Agent) nor any other party will be obliged to pay any additional amounts as a consequence.

Final redemption The ﬁnal maturity dates of the Second New Notes are speciﬁed in Key Characteristics of the Second New Notes and the Existing Fixed Rate Notes above. Unless previously redeemed in full, each class of Second New Notes will mature at its then Principal Amount Outstanding, on its Final Maturity Date falling in June 2033 (in the case of the Class A7 Notes), June 2033 (in the case of the Class A8 Notes) and June 2035 (in the case of the Class C1 Notes), in each case, together with accrued interest thereon.

Mandatory redemption Prior to enforcement of the security for the Notes, the Second New Notes will be subject to mandatory pro rata redemption in part in quarterly instalments on each Interest Payment Date commencing on the dates speciﬁed in Key Characteristics of the Second New Notes and the Existing Fixed Rate Notes above as set out in Condition 5(b)(i) and, in the case of the Class C1 Notes, subject always to Condition 17. In addition, the Second New Notes may also be subject to mandatory redemption if the Borrower is obliged to make repayments of the Term Advances in certain circumstances. See Condition 5(b)(ii). In addition, if monies are or have been received by the Issuer from any Obligor subsequent to the service of a Borrower Enforcement Notice, such monies will be applied by the Issuer on the next Interest Payment Date falling at least 30 days after the receipt of such monies, in accordance with the priority of payments set out in the Issuer Deed of Charge (see Summary of Principal Documents — Issuer Deed of Charge — Issuer Priority of Payments below).

Optional redemption The Second New Notes may be, in accordance with Condition 5(c), subject to redemption, at the option of the Issuer, in whole or in part, but in an aggregate amount of not less than £1,000,000 on any Interest Payment Date on giving not less than 10 days’ prior written notice to the Note Trustee and provided that on the Interest Payment Date on which such notice expires, no notice has been served by the Note Trustee pursuant to Condition 9, and further provided that the Issuer has, prior to giving such notice, satisﬁed the Note Trustee that it will have the necessary funds to discharge any amounts required under the Issuer Deed of Charge to be paid on that Interest Payment Date in priority to and pari passu with the relevant class of Notes to be redeemed. If the Issuer exercises its option pursuant to Condition 5(c), to redeem the Notes in part on any Interest Payment Date, the Issuer will redeem such Notes in the following order: (a) ﬁrst, the Class A8 Notes; (b) second, pro rata, the Class A3 Notes, the Class A6 Notes and the Class A7 Notes; (c) third, pro rata, the Class B1 Notes and the Class B2 Notes; and (d) fourth, the Class C1 Notes, save as provided in Condition 5(c)(v). Any Notes redeemed in accordance with Condition 5(c) will be redeemed at the redemption amount relevant to their class as set out in Condition 5(c)(iii). Any amounts applied in redemption of Notes in such circumstances

27 will be applied against the Amortisation Amounts (as deﬁned in Condition 5(b)) in the manner speciﬁed in Condition 5(c)(vii). Notes of each class may be redeemed in a different order if they are redeemed in full through the issue of replacement notes as referred to in Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters — Description of the Second New Notes — Further Notes, New Notes and Replacement Notes below. Any such issue of replacement notes will be subject to the conditions precedent outlined in Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters — Descrip- tion of the Second New Notes — Further Notes, New Notes and Replacement Notes below. In the case of the Class A7 Notes and the Class A8 Notes, MBIA Prepayment Fees may be payable by the Issuer to MBIA upon early redemption of the Class A7 Notes and the Class A8 Notes in accordance with the Second Financial Guarantee Fee Letter.

Redemption for taxation In the event of: or other reasons (a) certain tax changes affecting the Notes, causing the Issuer to be obliged to make any withholding or deduction for or on account of tax from payments in respect of the Notes (although the Issuer will not have any obligation to pay additional amounts in respect of any such withholding or deduction); (b) it becoming unlawful for the Issuer to make or to continue to make advances available pursuant to the Issuer/Borrower Facility Agreement; or (c) certain tax changes affecting the amounts paid or to be paid to the Issuer under the Issuer/Borrower Facility Agreement, causing the Borrower to be obliged to make any withholding or deduction for or on account of tax from payments in respect of the facilities made available to it thereunder by the Issuer, the Issuer may at its option: (i) arrange with the approval of the Note Trustee for the substitution of another company in an alternative jurisdiction (subject to certain conditions); or (ii) issue Notes in registered form (subject to making such amendments to the Transaction Documents as the Note Trustee may require); or (iii) redeem all (but not some only) of the Notes at their Principal Amount Outstanding together with accrued interest thereon; or (iv) take such other appropriate action as is reasonable, following consultation with the Note Trustee, in order to mitigate the effect of the relevant change. No single class of Notes may be redeemed in these circumstances unless all of the other classes of Notes (or such of them as are then outstanding) are also redeemed in full at the same time.

Substitution of the The Note Trustee and the Issuer Security Trustee may (if so requested by the Issuer Issuer and the Borrower), without the consent of the Noteholders but with the consent of MBIA (provided that no MBIA Termination Event has occurred and is continuing), agree to the substitution of a company incorporated in any jurisdiction in place of the Issuer as principal obligor in respect of the Notes, provided that no such substitution may occur if it would result in a downgrading of the then current ratings of the Notes. In addition to the above, the

28 Issuer may be substituted in the circumstances contemplated by Condition 5(d) of the Notes.

Further Notes, New The Issuer will be entitled (but not obliged) at its option from time to time on Notes and any date, without the consent of the Noteholders, to raise further funds by the Replacement Notes creation and issue of further notes in respect of any class of Notes (the Further Notes), which will be in bearer form and carry the same terms and conditions in all respects (save as regards the ﬁrst Interest Period) as, and so that the same will be consolidated and form a single series and rank pari passu with, that class of Notes. Any such Further Notes issued in respect of the Class A7 Notes or the Class A8 Notes shall be subject to a guarantee from MBIA on substantially the same terms as the Second MBIA Financial Guarantee. It will be a condition precedent to the issue of any Further Notes that: (i) the aggregate principal amount of all Further Notes to be issued on such date is not less than £5,000,000; (ii) such Further Notes are assigned the same ratings (and, in respect of Further Notes issued in respect of the Class A7 Notes and the Class A8 Notes, the same Underlying Rating) as are then applicable to the relevant class of Notes then outstanding; (iii) the Rating Agencies then rating the Notes conﬁrm that the then current ratings of the Notes and, in respect of the Class A7 Notes and the Class A8 Notes, their Underlying Rating, will not be downgraded as a result of the issue of such Further Notes; and (iv) an amount equal to the gross proceeds of the issue of such Further Notes will be on-lent by the Issuer to the Borrower (or any additional borrower) pursuant to the provisions of the Issuer/Borrower Facility Agreement. The Issuer will also have the right to issue one or more classes of Replacement Notes to replace one or more classes of the Notes which may be in bearer form and which may rank pari passu in point of security with the Class A Notes or after the Class A Notes or ahead of, pari passu with, or after the Class B Notes or ahead of, pari passu with, or after the Class C Notes provided that the conditions precedent outlined in paragraphs (i), (iii) and (iv) above are and will be met at the time when the Replacement Notes are issued. The Issuer will also have the right to issue a new class or classes of notes (the New Notes), which may be in bearer form and which may rank pari passu in point of security with the Class A Notes or after the Class A Notes or ahead of, pari passu with, or after, the Class B Notes or ahead of, pari passu with, or after, the Class C Notes, but which do not form a single series with the Class A Notes, the Class B Notes or the Class C Notes provided that the conditions precedent outlined in paragraphs (i), (iii) and (iv) above are and will be met all the time when the New Notes are issued. The Issuer will, in the Second Guarantee and Reimbursement Agreement, undertake certain additional restrictions in respect of its ability to issue Further Notes, Replacement Notes and New Notes for so long as there are Class A7 and Class A8 Notes outstanding.

Purchases The Issuer is not permitted to purchase Notes. The Borrower may, subject to the Transaction Documents, at any time purchase Notes. Any Notes so purchased by the Borrower will be surrendered for cancellation to the Issuer against full discharge and satisfaction of an amount of the relevant Term

29 Advance and any unpaid accrued interest thereon. The Issuer shall cancel such Notes upon surrender by the Borrower. Any Class A7 Notes or Class A8 Notes so purchased will not, for so long as they are held by the Borrower, have the beneﬁt of the Second MBIA Financial Guarantee and Second MBIA Prepayment Fees may be payable by the Issuer to MBIA upon purchase of the Class A7 Notes or the Class A8 Notes by the Borrower. The Borrower will, in the Second Guarantee and Reimbursement Agreement, undertake certain additional restrictions in respect of its ability to purchase Class B Notes and Class C Notes without the consent of MBIA. (See Summary of Principal Documents — Second Guarantee and Reimburse- ment Agreement below.)

Clearing As speciﬁed in Key Characteristics of the Second New Notes and Existing Fixed Rate Notes above, the Second New Notes will be held through Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). The common code and ISIN of each class of the Second New Notes are also set out in Key Characteristics of the Second New Notes and Existing Fixed Rate Notes above.

Liquidity Facility On the Fourth Closing Date, the Issuer will enter into a liquidity facility agreement with the Liquidity Facility Provider (the Liquidity Facility Agree- ment) pursuant to which the Liquidity Facility Provider will provide a 364-day committed sterling revolving liquidity facility to permit drawings to be made of up to a maximum aggregate principal amount of £168 million (equal to 18 months’ peak debt service during the life of the Notes) (as reduced or cancelled or renewed from time to time under the Liquidity Facility Agree- ment, the Liquidity Facility), in circumstances where the Issuer has insufficient funds available on any Interest Payment Date which falls within such 364-day period to pay in full any of the items speciﬁed in paragraphs (a) to (i) (inclusive) of the Relevant Issuer Priority of Payments (such insufficiency being a Liquidity Shortfall) provided its drawdown conditions are satisﬁed. However, the maximum aggregate amount of the Liquidity Facility available to be drawn (i) towards meeting any Liquidity Shortfall which arises in respect of non-payment of interest and principal in respect of the Class B Notes and the Class C Notes together will be limited to £85 million and (ii) towards meeting any Liquidity Shortfall which arises in respect of non-payment of interest and principal in respect of the Class C Notes alone will be limited to £45 million. The Liquidity Facility Provider may, at its discretion, if requested to do so by the Issuer, renew the commitment period of the Liquidity Facility for a further 364-day period. The existing liquidity facility agreement for the Existing Notes will terminate on the Fourth Closing Date.

Hedging Arrangements The hedging arrangements will include one or more of (i) interest rate hedging arrangements (the Existing Swaps) which were in force prior to the Fourth Closing Date and were entered into to enable the Issuer to hedge its interest rate exposures with respect to its related indebtedness and/or (ii) additional hedging arrangements including any Existing Swaps transferred to a new Swap Provider (the Second New Swaps, and, together with the Existing Swaps, the Swap Transactions) which will be entered into on or before the Fourth Closing Date. The Swap Transactions will hedge the Issuer’s liabilities in respect of its ﬂoating rate obligations under the Class A8 Notes and the Class C1 Notes and have been or will be entered into with one or more Swap Providers. The terms of the Swap Transactions broadly will require: (a) the Swap Providers to pay to the Issuer an amount or amounts

30 calculated with reference to LIBOR for three month sterling deposits; and (b) the Issuer to pay to the Swap Providers an amount or amounts calculated with reference to ﬁxed rates of interest. See further Summary of Principal Documents — The Swap Agreements below. Back-to-back hedging arrangements will be entered into between the Issuer and the Borrower. See further Summary of Principal Documents — Issuer/Borrower Swap Agreement below.

Governing Law The Transaction Documents are governed by English law (other than certain aspects thereof relating to the Estate in Scotland, which will be governed by Scots law).

31 RISK FACTORS An investment in the Second New Notes is subject to a number of risks. Prospective purchasers should consider carefully all the information set forth below, in addition to the other information set forth in this Offering Circular, and should reach their own views prior to making an investment in the Second New Notes. (1) RISKS RELATING TO THE ISSUER Special Purpose Vehicle Issuer The Issuer is a special purpose financing entity with no business operations other than the issuance of the Notes, the lending of the proceeds to the Borrower under the Issuer/Borrower Facility Agreement, and the entry into certain ancillary arrangements. After the Fourth Closing Date, the Issuer’s only material assets will be the Liquidity Facility, the Swap Transactions, the Issuer/Borrower Swap Agreement, the Borrower’s obligation to repay the loan under the Issuer/Borrower Facility Agreement, the related guarantee and security from each of the Obligors. Therefore, the Issuer is subject to all risks to which the Borrower is subject, to the extent that such risks could limit the Borrower’s ability to satisfy in full and on a timely basis its obligations under the Issuer/Borrower Facility Agreement. See Risk Factors – Risks Relating to Business Operations below for a further description of certain of these risks. If the Issuer is unable on any Interest Payment Date to pay in full the Notes and all other payment obligations ranking in priority thereto (as specified in Summary of Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments), the Issuer will be able (subject to satisfaction of the conditions for drawing) to draw funds available under the Liquidity Facility. Other than pursuant to the Issuer/Borrower Facility Agreement, the Liquidity Facility, the Issuer/Borrower Swap Agreement, the Swap Transactions and interest on the Issuer’s bank accounts, the Issuer will not have any other funds available to it to meet its obligations under the Notes and/or any other payment obligations ranking in priority to the Notes. However, this will not affect MBIA’s obligations under the Second MBIA Financial Guarantee. (2) RISKS RELATING TO THE NOTES (a) Second MBIA Financial Guarantee in respect of Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes To the extent that the Issuer fails to make payments due under the Class A7 Notes or the Class A8 Notes and no amounts are available under the Liquidity Facility to make payments of Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes, the payment of the Guaranteed Amounts will be dependent on, inter alia, MBIA performing its obligations under the Second MBIA Financial Guarantee. The Second MBIA Financial Guarantee will not guarantee any amount becoming payable for any other reason, including the early redemption of the Class A7 Notes and the Class A8 Notes at the option of the Issuer pursuant to Condition 5(c) or for taxation or other reasons pursuant to Condition 5(d) or an accelerated payment after the happening of an Issuer Event of Default pursuant to Condition 9 or any deduction or withholding which the Issuer has made in accordance with Condition 7. In these circumstances, MBIA’s obligations will be to continue to pay the Guaranteed Amounts as they fall Due for Payment (as defined in the Second MBIA Financial Guarantee) on each Interest Payment Date. MBIA will not be obliged under any circumstances to (but may at its option) accelerate payment under the Second MBIA Financial Guarantee. Payments by MBIA under the Second MBIA Financial Guarantee will be made subject to any applicable withholding or deduction and neither MBIA, any Fiscal Agent nor any other party will be obliged to pay any additional amounts as a consequence. MBIA will not be obliged to make any payments in respect of Class A8 Step-Up Amounts or any additional amounts relating to prepayment, acceleration, early redemption, broken funding indemnities, penalties, default interest, premium, deferral or similar type payments which may accrue on or in respect of the interest payable in respect of the Class A7 Notes and the Class A8 Notes or any additional amounts relating to prepayment, acceleration, early redemption, broken funding indemnities, mandatory costs, increased costs, penalties, premiums, default interest, ‘‘spens’’ or similar type payments which may accrue on or in respect of the principal payable in respect of the Class A7 Notes and the Class A8 Notes. (b) Limited Assets of the Parent Guarantor The Parent Guarantor irrevocably and unconditionally has guaranteed the payment of principal and interest and other amounts on the Existing Fixed Rate Notes and will irrevocably and unconditionally

32 guarantee the payment of, inter alia, principal and interest on the Second New Notes and certain other amounts due to the Parent Guarantor Secured Creditors, in each case, save that if any withholding or deduction for or on account of tax is applicable to payments under the Parent Guarantee, such payments will be made subject to such withholding or deduction, without the Parent Guarantor being obliged to pay any additional amounts as a consequence. The Parent Guarantor is a special purpose entity with no business operations or assets other than the issuance of the Parent Guarantee pursuant to the Trust Deed and the Issuer Deed of Charge, the holding of the issued share capital of the Borrower, the Issuer, Sister, Centrum and IGL, and the entry into certain ancillary arrangements. (c) Priorities in respect of the Notes Payments of interest on each class of Notes will rank pari passu between themselves and (except in the case of the Step-Up Amounts) before repayments of principal thereon. Scheduled repayments of principal on each class of Notes will rank pari passu between themselves. Scheduled repayments of principal and scheduled payments of interest on the Class A Notes will be made, both prior to and following the delivery by the Issuer Security Trustee of a Note Acceleration Notice to the Issuer in priority to scheduled repayments of principal and scheduled payments of interest on the Class B Notes and the Class C Notes and payment of any Step-Up Amounts. Scheduled repayments of principal and scheduled payments of interest on the Class B Notes will be made, both prior to and following the delivery by the Issuer Security Trustee of a Note Acceleration Notice to the Issuer in priority to scheduled repayments of principal and scheduled payments of interest on the Class C Notes and payment of any Step-Up Amounts. Scheduled repayments of principal and scheduled payments of interest on each class of Notes will rank subordinate to, among other things, payments of fees, remuneration and expenses to certain third parties and other amounts to be paid in priority thereto. If New Notes were issued, and such New Notes were to rank pari passu with a class of Notes, then scheduled repayments of principal and payments of interest on such class of Notes would be made, both prior to and following the delivery of a Note Acceleration Notice by the Issuer Security Trustee to the Issuer, pari passu with any scheduled repayments of principal and payments of interest on such New Notes (but after scheduled repayments of principal and payments of interest on any class of Notes senior to such New Notes). If New Notes were issued and such New Notes were to rank in priority to a class of Notes (other than the Class A Notes), then scheduled repayments of principal and payments of interest on such New Notes would be made, both prior to and following the delivery of a Note Acceleration Notice by the Issuer Security Trustee to the Issuer, in priority to any scheduled repayments of principal and payments of interest on such class of Notes (and any Notes junior to such class of Notes). In addition, New Notes may be issued which will have the benefit of a financial guarantee or monoline insurance policy. If this were to be the case certain payments to the applicable financial guarantor or monoline insurer may rank, both prior to and following the delivery of a Note Acceleration Notice by the Issuer Security Trustee to the Issuer, in priority to any payments of principal and interest on any Notes junior to such New Notes. (d) Recourse to assets of the Issuer and the Parent Guarantor If the Issuer Security is enforced and the proceeds of such enforcement are insufficient, after payment of all other claims ranking in priority to or pari passu with amounts due under the Notes of each class under the Issuer Deed of Charge, to pay in full all principal and interest and other amounts whatsoever due in respect of the Notes, then the assets of the Issuer and the Parent Guarantor may be insufficient to meet claims in respect of any such unpaid amounts. Enforcement of the Issuer Security is the main remedy available for the purpose of recovering amounts owed in respect of the Notes, except, in the case of the Class A7 Notes and the Class A8 Notes, the Guaranteed Amounts which are unconditionally and irrevocably guaranteed under the Second MBIA Financial Guarantee. (e) Priority and Rights of Certain Other Transaction Parties (i) Issuer Deed of Charge All amounts of interest, principal, commitment fees and mandatory costs of the Liquidity Facility and fees and any payments of amounts to the Note Trustee under the Trust Deed and to the Issuer Security Trustee and amounts owed under the Issuer Security Trustee’s indemnity under the Issuer Deed of Charge will be paid prior to the payment of interest and principal on the Notes (limited, in the case of mandatory costs of the Liquidity Facility Provider only, up to a maximum aggregate rate of 0.20 per cent. per annum on the maximum aggregate amount available to be drawn under the Liquidity Facility Agreement).

33 The Issuer Deed of Charge will provide that the Issuer Security Trustee shall enforce the security in respect of the Issuer, by appointing an administrative receiver, if it has actual notice of either: (i) an application for the appointment of an administrator; or (ii) the giving of a notice of intention to appoint an administrator, in respect of the Issuer, such appointment to take effect upon the final day by which the appointment must be made in order to prevent an administration proceeding or (where the Issuer or the directors of the Issuer have initiated the administration) not later than that final day. In addition, the Issuer Security Trustee may (subject to the matters described in paragraphs below), following the service of an Issuer Enforcement Notice, enforce the security in respect of the Issuer by the appointment of an administrative receiver (if the Issuer Security Trustee has not already done so pursuant to the foregoing). The Issuer Security Trustee shall not be liable for any failure to appoint an administrative receiver, save in the case of its own gross negligence, wilful default or fraud. The Issuer Security Trustee will not be obliged to appoint an administrative receiver unless it is indemnified and/or secured to its satisfaction. However, the Issuer Deed of Charge will provide that if the Issuer Security Trustee is required to enforce the security by appointing an administrative receiver following receipt of actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, the Issuer Security Trustee will agree that it is adequately indemnified and secured in respect of such appointment by virtue of its rights against the Issuer under the Issuer Deed of Charge and the security which it has in respect of such rights. The Issuer will covenant in the Issuer Deed of Charge that, if the Issuer Security Trustee appoints an administrative receiver by reason of having actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, it waives any claim against the Issuer Security Trustee in respect of such appointment. (ii) Punch Taverns B Deed of Charge Although the Borrower Security Trustee will hold the benefit of the security interests created under and pursuant to the Punch Taverns B Deed of Charge on trust for the Issuer as a Punch Taverns B Secured Party (which may ultimately benefit the Noteholders), such security interests will also be held on trust for the other Punch Taverns B Secured Parties, the claims of some of which will rank ahead of those of the Issuer. See further the section entitled Summary of Principal Documents – Punch Taverns B Deed of Charge below. (iii) Conflicts of Interest The Trust Deed contains provisions requiring the Note Trustee to have regard to the interests of the Class A Noteholders, Class B Noteholders and the Class C Noteholders with respect to all powers, trusts, authorities, duties and discretions of the Note Trustee as if they formed a single class (except where expressly provided otherwise), but requiring the Note Trustee, in any such case, (i) to have regard only (for as long as there are any Class A Notes outstanding) to the interests of the Class A Noteholders if, in the Note Trustee’s opinion, there is a conflict between the interests of the Class A Noteholders and the interests of the Class B Noteholders and/or the interests of the Class C Noteholders and (ii) to have regard only (for as long as there are any Class B Notes outstanding but no Class A Notes outstanding) to the interests of the Class B Noteholders if, in the Note Trustee’s opinion, there is a conflict between the interests of the Class B Noteholders and the interests of the Class C Noteholders. The Issuer Deed of Charge contains provisions requiring the Issuer Security Trustee to have regard to the interests of the Issuer Secured Creditors with respect to all powers, trusts, authorities, duties and discretions of the Issuer Security Trustee (except where expressly provided otherwise), but requiring the Issuer Security Trustee: (A) in the event of a conflict between the interests of the Class A Noteholders and any other Issuer Secured Creditors, to have regard only (except where specifically provided otherwise) to the interests of the Class A Noteholders; (B) subject to (A) above, in the event of any conflict between the interests of the Class B Noteholders and any other Issuer Secured Creditors, to have regard only to the interests of the Class B Noteholders; (C) subject to (A) and (B) above, in the event of any conflict between the interests of the Class C Noteholders and any other Issuer Secured Creditors, to have regard only to the interests of the Class C Noteholders; and

34 (D) subject to (A), (B) and (C) above, in the event of any conﬂict between the interests of any of the remaining Issuer Secured Creditors, to have regard to the interests of the Issuer Secured Creditor ranking highest in the relevant priority of payments.

The Trust Deed and the Issuer Deed of Charge contain provisions limiting the powers of: (a) the Class B Noteholders and/or the Class C Noteholders, inter alia, to direct the Note Trustee or, as the case may be, the Issuer Security Trustee, by Extraordinary Resolution, or to request the Note Trustee or, as the case may be, the Issuer Security Trustee, to take any action, which may affect the interests of the Class A Noteholders; and (b) the Class C Noteholders, inter alia, to direct the Note Trustee or, as the case may be, the Issuer Security Trustee by Extraordinary Resolution, or to request the Note Trustee or, as the case may be, the Issuer Security Trustee, to take any action which may affect the interests of Class A Noteholders and/or the Class B Noteholders.

Further, the Trust Deed contains provisions that set out whether or not separate Extraordinary Resolutions are required for each sub-class of Class A Notes, as follows:

(a) a resolution which in the opinion of the Note Trustee affects the interests of the holders of one class only of the Class A Notes will be deemed to have been duly passed if passed at a separate meeting of the holders of the Class A Notes of that class;

(b) a resolution which in the opinion of the Note Trustee affects the interests of the holders of more than one class of the Class A Notes but does not give rise to a conﬂict of interests between the holders of the Class A Notes of such classes will be deemed to have been duly passed if passed at a single meeting of the holders of the relevant classes of the Class A Notes; and

(c) a resolution which in the opinion of the Note Trustee affects the interests of the holders of more than one class of the Class A Notes and gives rise to a conﬂict of interests between the holders of such classes of the Class A Notes will be deemed to have been duly passed only if, in lieu of being passed at a single meeting of the holders of the Class A Notes of the relevant classes, it will be duly passed at separate meetings of the holders of the Class A Notes of each relevant class.

Further, the Trust Deed contains provisions that set out whether or not separate Extraordinary Resolutions are required for each sub-class of Class B Notes, as follows:

(i) a resolution which in the opinion of the Note Trustee affects the interests of the holders of one class only of the Class B Notes will be deemed to have been duly passed if passed at a separate meeting of the holders of the Class B Notes of that class;

(ii) a resolution which in the opinion of the Note Trustee affects the interests of the holders of more than one class of the Class B Notes but does not give rise to a conﬂict of interests between the holders of the Class B Notes of such classes will be deemed to have been duly passed if passed at a single meeting of the holders of the relevant classes of the Class B Notes; and

(iii) a resolution which in the opinion of the Note Trustee affects the interests of the holders of more than one class of the Class B Notes and gives rise to a conﬂict of interests between the holders of such classes of the Class B Notes will be deemed to have been duly passed only if, in lieu of being passed at a single meeting of the holders of the Class B Notes of the relevant classes, it will be duly passed at separate meetings of the holders of the Class B Notes of each relevant class.

Further, the Trust Deed contains provisions that set out whether or not separate Extraordinary Resolutions are required for each sub-class of Class C Notes, as follows:

(a) a resolution which in the opinion of the Note Trustee affects the interests of the holders of one class only of the Class C Notes will be deemed to have been duly passed if passed at a separate meeting of the holders of the Class C Notes of that class;

(b) a resolution which in the opinion of the Note Trustee affects the interests of the holders of more than one class of the Class C Notes but does not give rise to a conﬂict of interests between the holders of the Class C Notes of such classes will be deemed to have been duly passed if passed at a single meeting of the holders of the relevant classes of the Class C Notes; and

35 (c) a resolution which in the opinion of the Note Trustee affects the interests of the holders of more than one class of the Class C Notes and gives rise to a conflict of interests between the holders of such classes of the Class C Notes will be deemed to have been duly passed only if, in lieu of being passed at a single meeting of the holders of the Class C Notes of the relevant classes, it will be duly passed at separate meetings of the holders of the Class C Notes of each relevant class. In exercising its powers, trusts, authorities, duties and discretions as described above, the Issuer Security Trustee or, as the case may be, the Note Trustee shall disregard any amount owing or payable in relation to Step-Up Amounts for the purposes of determining whether any particular class of Notes is outstanding and the existence of the Second MBIA Financial Guarantee. (iv) Appointment of an administrative receiver The Punch Taverns B Deed of Charge will provide that the Borrower Security Trustee shall enforce the security in respect of any Obligor, by appointing an administrative receiver, if it has actual notice of either: (i) an application for the appointment of an administrator; or (ii) the giving of a notice of intention to appoint an administrator, in respect of such Obligor, such appointment to take effect upon the final day by which the appointment must be made in order to prevent an administration proceeding or (where an Obligor or the directors of an Obligor have initiated the administration) not later than that final day. In addition, the Borrower Security Trustee will (subject to the matters described in Risk Factors – Risks Relating to the Notes – Priority and Rights of Certain Other Transaction Parties – Indemnity of the Borrower Security Trustee below), following the service of a Borrower Enforcement Notice, enforce the security in respect of any Obligor by the appointment of an administrative receiver (if the Borrower Security Trustee has not already done so pursuant to the foregoing). The Borrower Security Trustee shall not be liable for any failure to appoint an administrative receiver, save in the case of its own gross negligence, wilful default or fraud. (v) Indemnity of the Borrower Security Trustee The Borrower Security Trustee will not be obliged to appoint an administrative receiver unless it is indemnified and/or secured to its satisfaction. However, the Punch Taverns B Deed of Charge will provide that if the Borrower Security Trustee is required to enforce the security by appointing an administrative receiver following receipt of actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, the Borrower Security Trustee will agree that it is adequately indemnified and secured in respect of such appointment by virtue of its rights against the Obligors under the Punch Taverns B Deed of Charge and the security which it has in respect of such rights. The Obligors will covenant in the Punch Taverns B Deed of Charge that, if the Borrower Security Trustee appoints an administrative receiver by reason of having actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, they waive any claim against the Borrower Security Trustee in respect of such appointment. (vi) Rights of MBIA Provided no MBIA Event of Default has occurred and is continuing, and subject to the Noteholder Reserved Matters, MBIA may vote at meetings of the Class A Noteholders and direct or request the Note Trustee and/or the Issuer Security Trustee in accordance with the Terms and Conditions of the Notes as if it were the holder of 100 per cent. of the aggregate Principal Amount Outstanding of the Class A7 Notes and the Class A8 Notes. This will mean that MBIA may vote at meetings of the Class A Noteholders convened by the Issuer or the Note Trustee or itself request the Note Trustee to convene a meeting or meetings of the Class A Noteholders and vote at such meetings, in each case to the exclusion of a vote of the Class A7 Noteholders and the Class A8 Noteholders. Provided no MBIA Event of Default has occurred and is continuing, and subject to the Noteholder Reserved Matters, MBIA may pass an Extraordinary Resolution required to be passed at a separate meeting of the holders of the Class A7 Notes or the Class A8 Notes by signing a resolution in writing. However, if there were a single meeting of all the holders of the Class A Notes (i.e. both the Existing Class A Notes and the Second New Class A Notes) on the basis that there was at such time no conflict of interest between the holders of the Class A Notes, MBIA would be entitled to attend and vote at that single meeting only in respect of 100 per cent. of the then aggregate Principal Amount Outstanding of the Class A7 Notes and the Class A8 Notes (as the case may be).

36 Noteholder Reserved Matters means each of the following matters: (a) any Basic Terms Modification in relation to the Class A7 Notes and/or the Class A8 Notes (although such Basic Terms Modification will, in accordance with Condition 11(f), be subject to the prior written consent of MBIA (provided no MBIA Termination Event has occurred and is continuing)); (b) any modification of the obligations or liabilities of MBIA set forth in, or waiver or authorisation of any breach or proposed breach by MBIA of, any provision of the Trust Deed applicable to MBIA, the Second MBIA Financial Guarantee, the Second Guarantee and Reimbursement Agreement or any other Transaction Document to which MBIA is or will be a party and which is applicable to MBIA; (c) the release or termination of the Second MBIA Financial Guarantee (other than pursuant to the Trust Deed or the Second MBIA Financial Guarantee) or the substitution of another entity in place of MBIA as financial guarantor thereunder (other than in accordance with the Trust Deed and the Second MBIA Financial Guarantee); (d) any modification of, or waiver or authorisation of any breach or proposed breach by MBIA of, any provision in any Transaction Document the effect of which would result in the obligations or liabilities of MBIA under the Second MBIA Financial Guarantee being in any way modified, waived, authorised, reduced, altered or varied; (e) any determination contemplated or required under the Trust Deed as to the occurrence or otherwise of an MBIA Event of Default and/or MBIA Termination Event; and (f) any claim against MBIA under, or enforcement against MBIA of any provision of, the Second MBIA Financial Guarantee or under any other Transaction Document.

(f) Changes to covenants in the Issuer/Borrower Facility Agreement and other Transaction Documents The covenants contained in the Issuer/Borrower Facility Agreement restrict the ability of each member of the New Securitisation Group to change the way in which it operates its business. However, the pub industry in Great Britain has undergone many changes in recent years and may undergo further changes in the future that could make the continued operation of the New Securitisation Group under these covenants more difficult or impractical. Changes to the covenants, including without limitation the financial covenants, may be required over time due to changes in the businesses of the New Securitisation Group, including as a result of any additional offering or note issues of the Issuer or any other company in the Punch Group and changes in law, regulations and/or accounting policies. The Borrower Security Trustee, the Issuer Security Trustee and/or the Note Trustee may, at the request of the Borrower and/or the Issuer, agree to the modification, disapplication or waiver of a covenant in any Transaction Document if (in certain circumstances) the consent of MBIA is obtained (if applicable), and each of those parties is of the opinion that the interests of the Issuer Secured Creditors, including the Noteholders, will not be materially prejudiced as a result of the modification, disapplication, amendment or waiver. Where the Rating Agencies have confirmed in writing to the Issuer that an action under or in relation to the Transaction Documents or the Notes will not result in the withdrawal, reduction or any other adverse action with respect to the then current rating of the Notes and (for so long as there are any Class A7 Notes or Class A8 Notes outstanding) the Underlying Rating (a Rating Confirmation), the Issuer Security Trustee and the Note Trustee, in considering whether such action is materially prejudicial to the interests of the Issuer Secured Creditors or, as the case may be, the Noteholders (the No Material Prejudice Test) shall be entitled to take into account such Rating Confirmation provided that the Issuer Security Trustee and the Note Trustee shall continue to be responsible for taking into account, for the purpose of the No Material Prejudice Test, all other matters which would be relevant to such No Material Prejudice Test.

(g) Rating It is expected that, at the Fourth Closing Date, the Second New Notes will have the ratings set out in the table under Key Characteristics of the Second New Notes and Existing Fixed Rate Notes above.

37 Such ratings reflect timely payment of interest on and repayment of principal of the Second New Notes. In respect of the Class A8 Notes and the Class C1 Notes however, no such ratings are being assigned to timely payment of Class A8 Step-Up Amounts or Class C1 Step-Up Amounts. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning Rating Agencies or the relevant rating organisation, and each security rating should be evaluated independently of any other rating. A security rating, amongst other things, will depend on certain underlying characteristics of the business of the New Securitisation Group from time to time and/or the public house market generally from time to time and (in the case of the Class A7 Notes and the Class A8 Notes) events affecting MBIA (see Risk Factors – Risks Relating to Business Operations below). In addition, where a particular matter (including the determination of material prejudice by the Borrower Security Trustee, the Issuer Security Trustee and/or Note Trustee and changes to certain of the operational covenants) involves the Rating Agencies being requested to provide a Rating Confirmation, such Rating Confirmation may or may not be given at the sole discretion of the Rating Agencies. It should be noted that, depending on the timing of delivery of the request and any information needed as part of any such request, it may be the case that the Rating Agencies cannot provide their confirmation in the time available or at all, and they will not be responsible for the consequences thereof. A Rating Confirmation, if given, will be given on the basis of the facts and circumstances prevailing at the relevant time and in the context of cumulative changes to the transaction since the Fourth Closing Date. A Rating Confirmation represents only a restatement of the opinions given at the Fourth Closing Date and cannot be construed as advice for the benefit of any parties to the transaction. No assurance can be given that a requirement to seek a Rating Confirmation will not have a subsequent impact upon the business of the New Securitisation Group or MBIA. In addition, it should be noted that any Rating Confirmation: (i) only addresses the effect of any relevant event, matter or circumstance on the current ratings assigned by the relevant Rating Agency to the Notes; (ii) does not address whether any relevant event, matter or circumstance is permitted by the Transaction Documents; and (iii) does not address whether any relevant event, matter or circumstance is in the best interests of, or prejudicial to, some or all of the Noteholders or other secured creditors.

(h) The Borrower’s ability to meet its obligations in respect of the Issuer/Borrower Facility Agreement The Borrower’s ability to meet its obligations under the Issuer/Borrower Facility Agreement following the Fourth Closing Date will continue to depend upon the performance of the business of the New Securitisation Group. The performance of the business is influenced by, but is not necessarily limited to, (i) the future of the pub industry generally (as to which see The United Kingdom Pub Industry and Risk Factors – Risks Relating to Business Operations below) and the continuing diversification between outlets offering a wider range of beer and non-beer related products, food and catering, (ii) the ability of the Borrower to re-let any pub following an expiry or termination of the existing lease, and (iii) general economic factors affecting the economic well-being of consumers such as interest rates, inflation, levels of direct taxation on alcoholic and non-alcoholic beverages and the value added tax treatment of beer, non-beer and food items sold in pubs. With regard to the other financial obligations of the New Securitisation Group, it should be noted that there is no restriction in the Issuer/Borrower Facility Agreement on the amount of financial indebtedness which the New Securitisation Group may incur provided that it is made on a fully subordinated basis (save for a capped amount in respect of finance leases and hire purchase agreements which need not be on a subordinated basis) and provided further that (save as aforesaid) it is serviced only out of Restricted Payments for so long as payment restrictions are applicable and the consent of MBIA is obtained (if applicable).

(i) Swap Agreements Each Swap Transaction will be governed by and form part of an ISDA Master Agreement (a Swap Agreement) entered into by the Issuer, the relevant Swap Provider and MBIA. The Swap Providers will be Issuer Secured Creditors under the Issuer Deed of Charge and payments to them except to the extent that such payments constitute Swap Subordinated Amounts will rank ahead of payments of principal in respect of the Class A Notes and pari passu with payments of interest payable to the Class A Noteholders (other than in respect of any Class A8 Step-Up Amount) in respect of payments due to be made by the Issuer under the Second New Swaps subject to the provisions of the Issuer Deed of Charge. Each Swap

38 Provider will have the right to request the Issuer Security Trustee to exercise any of the powers, rights and remedies that the Issuer Security Trustee may have under the Issuer Deed of Charge, subject to the provisions thereof. If a Swap Provider fails to provide the Issuer with the amount due under a Swap Agreement on any date, or if a Swap Transaction is otherwise terminated, the Issuer may have insufficient funds to make payments due on the Notes. The notional amounts of the Swap Transactions will be calculated on the assumption that the Principal Amount Outstanding of the Class A8 Notes or the Class C1 Notes, as applicable, will reduce in accordance with the provisions for scheduled mandatory redemption set out in Condition 5(b). If there is a prepayment or other early repayment (in whole or in part) of any of the Class A8 Notes or the Class C1 Notes, as applicable, or if an event of default or termination event occurs under the terms of a Swap Agreement, then a termination payment may become due and payable by the Issuer under such Swap Agreement. Any termination payment due from the Issuer to a Swap Provider on termination in whole or in part of a Swap Transaction and any related costs (other than Swap Subordinated Amounts) will rank in priority or pari passu to payments due to the Noteholders. At the same time as the Issuer will enter into the Second New Swaps, the Issuer also will enter into a back-to-back hedging arrangement with the Borrower pursuant to the Issuer/Borrower Swap Agreement. On the Fourth Closing Date, the mark-to-market value of the Swap Transactions will be approximately £14.7 million against the Issuer and the new ﬁxed rate on the Second New Swaps may be adjusted to reﬂect this loss. The Issuer has not recorded that mark-to-market loss on its income statement, or the related liability on its balance sheet.

(j) Lack of Public Market Application has been made to list the Second New Notes on the Irish Stock Exchange. However, an active trading market for the Second New Notes may not develop or, if developed, may not be maintained.

(k) Determination of the FRN Rate of Interest The FRN Rate of Interest will be the aggregate of a speciﬁed margin and the rate for three month sterling deposits in the London inter-bank market determined in accordance with Condition 4(c) (for the purposes of this paragraph, the Underlying Rate). Condition 4(c)(ii)(A) contains provisions for the calculation of the underlying rate based on rates given by various market information sources, and Condition 4(c)(ii)(B) and Condition 4(c)(iii) contain alternative methods of calculating the underlying rate should those market information sources be unavailable. The market information sources might become unavailable for various reasons, including suspensions or limitations on trading, events which affect or impair the ability of market participants in general, or early closure of market institutions. These could be caused by physical threats to the publishers of the market information sources, market institutions or market participants in general, or unusual trading, or matters such as currency changes (as is speciﬁcally contemplated by Condition 4(c)(iii)).

(3) RISKS RELATING TO BUSINESS OPERATIONS

(a) Concentration in Great Britain All of the pubs in the New Securitisation Group are located in Great Britain and therefore the New Securitisation Group’s results of operations are substantially influenced by general economic conditions in Great Britain. Specifically, consumer confidence and personal disposable income are influenced, amongst other things, by macroeconomic factors such as inflation, interest rates, rates of taxation imposed both directly and indirectly on consumers, wage rates, levels of employment and the availability of consumer credit. Adverse changes in the economic climate in Great Britain could have a negative impact on the New Securitisation Group’s performance.

(b) General risks The liquidation value of the New Securitisation Group may be adversely affected by risks generally incidental to the interests in real property, including changes in political and economic conditions or in the

39 public house and restaurant industries, declines in property values, variations of supply of and demand for pubs, declines in occupancy rates in its accommodation, increases in interest rates, changes in rental terms including the tenants’ responsibility for operating expenses, changes in governmental rules, regulations and ﬁscal policies, terrorism, acts of God and other factors which are beyond the control of the Issuer, the Borrower, the other Obligors and the members of the New Securitisation Group.

(c) Declining Sales of Beer in the United Kingdom A significant portion of the New Securitisation Group’s turnover is currently derived from the sale of beer to its customers. In recent years, sales of all beer (by volume) in Great Britain have decreased, principally as a result of pub customers showing increased demand for non-beer products, such as wine and other alcoholic beverages, increased expenditure on food and a decline in the number/proportion of male pub visitors. Growing health and drink-driving concerns, as well as the ability to purchase canned or bottled beer at lower prices in many off-licences and supermarkets, have also contributed to the downward trend in beer sales at pubs. Accordingly, the New Securitisation Group’s pubs will continue to offer a broad selection of non-beer alcoholic drinks, as well as a wide range of food, to continue to attract customers. If the New Securitisation Group is not able to develop its income streams from other products, a continued decline in the British beer market could have an adverse effect on the New Securitisation Group’s turnover and overall financial performance. In addition, retailers could be affected to an even greater extent by a decline in the UK beer market or in the ability of pubs to attract customers and any such decline could result in an increase in retailer defaults and business failures which could adversely affect the New Securitisation Group’s financial performance.

(d) Competition with other Pubs, Off-licences and Restaurants etc. The New Securitisation Group’s pubs compete for consumers with a wide variety of pubs and restaurants as well as off-licences, supermarkets and takeaways, some of which may offer higher amenity levels or lower prices and be backed by greater ﬁnancial and operational resources. The New Securitisation Group’s pubs may not be successful in competing against any or all of these alternatives and a sustained loss of customers to other pubs or leisure activities or increased consumption at home could have a material adverse effect on its business operations and prospects.

(e) Varying Consumer Perceptions and Public Attitudes In the UK, consumption of alcoholic beverages has become the subject of considerable social and political attention in recent years due to increasing public concern over alcohol-related social problems including drink-driving and adverse health consequences associated with the misuse of alcohol, including alcoholism. Changes in consumer tastes in both food and drink and demographic trends over time may affect the appeal of the New Securitisation Group’s pubs to consumers. The New Securitisation Group’s success will depend in part on its ability to anticipate, identify and respond to these changing conditions in the context of the life-cycle economics of the leisure industry.

(f) Guaranteeing Income and Optimising Profit The New Securitisation Group leases its pubs to retailers, each of whom is generally free to operate and manage the pub as it sees fit, subject to the terms of its lease or tenancy agreement. Since a substantial proportion of the New Securitisation Group’s turnover is currently derived from wet product sales to its retailers, declining sales due to local factors over which the New Securitisation Group may have no direct control, such as poor pub management, marketing, or changing local demographic trends, may also result in a decline in the New Securitisation Group’s sales to that pub. In the absence of non-compliance with lease obligations, the New Securitisation Group cannot arbitrarily remove an under-performing retailer by terminating the lease or tenancy agreement early or by refusing to renew the relevant agreement automatically at the end of its term. The New Securitisation Group also receives fixed rental payments from each of its retailers, at a rate negotiated when the lease is signed. Rental rates for a given pub are assessed by the New Securitisation Group on the basis of its likely level of retail trading. If the New Securitisation Group initially underestimates the likely level of retail trading for a pub, it may be led to agree to a lower fixed rent and consequently receive a smaller overall share of the pub’s profits until the next rent review.

40 Persistent under-performance by retailers or inaccurate assessments when negotiating rents would, in the aggregate, result in a decrease in the New Securitisation Group’s turnover and overall financial condition. (g) Tenancy Agreements There is a general risk that rental and other payments owing to landlords in the New Securitisation Group (including for example for the supply of beer and other products to the tenants and for receipts from AWP machines) will not be paid on the due date or will not be paid at all. A sufficient aggregation of such late or non-payments would affect the profitability of the New Securitisation Group. Continued failure by a particular tenant to pay the rental and other payments due to the landlord would usually result in the departure of the tenant and the leasing of the relevant pub to a new tenant. There may be a period following the departure of the former tenant, and before a replacement tenant can be found, where cash flow to the New Securitisation Group is reduced or the relevant pub may become vacant. Further, the rent and other payments payable by the replacement tenant may not be as high as those payable by the former tenant. A substantial portion of the New Securitisation Group’s pubs are leased pursuant to shorter term tenancy agreements with terms of six years or less. Although Management believes that shorter term tenancy agreements allow commercial flexibility, the New Securitisation Group would, if a significant number of its existing tenancy agreements were terminated by tenants at the end of the relevant term, be required to find new tenants. This could impact on the profitability of the New Securitisation Group in the period prior to the installation of these new tenants. (h) Competition for High Quality Retailers All of the New Securitisation Group’s pubs are operated by retailers who are lessees or tenants. Individuals seeking to enter the pub operating business have several alternatives to being a lessee or tenant, any of which may prove to be more attractive depending on personal circumstances. These include becoming an employee of a managed pub company, acquiring a pub freehold or leasehold outright or joining one of numerous other leased or tenanted pub companies as a lessee or tenant. Licensed restaurants, cafes and bars can also offer attractive business opportunities for the type of retailers that the New Securitisation Group would like to attract. The New Securitisation Group may not be successful in convincing prospective retailers of the benefits of leasing its pubs and the New Securitisation Group may lose high quality retailers as a result. (i) Dependence on Volume Discounts; Liquidated Damages in Beer Supply Contracts The profitability of the New Securitisation Group is affected by its ability to exceed, across the Estate as a whole, volume targets in its beer supply contracts that enable it to earn significant volume discounts and/or avoid the payment of liquidated damages. Management has sought to enhance the ability of the New Securitisation Group to achieve these objectives by negotiating more favourable volume targets in its beer supply contracts, and increasing the overall size of the Estate (and therefore the volume of beer purchased by the New Securitisation Group) through acquisitions. However, volumes purchased through the Estate could be negatively affected by the factors described in the preceding four risk factors, which in turn could significantly decrease the New Securitisation Group’s operating margins. (j) Change in Supplier Dynamics In recent years, there has been a consolidation in the brewing and distribution industry in the UK. This consolidation could have the effect of exposing the New Securitisation Group to reliance on a limited number of suppliers, and those suppliers may be able to exert pressures on the New Securitisation Group that could have the effect of raising the prices paid by it for goods bought or delivered, reducing margins and adversely affecting results of operations. The Punch Group has entered into agreements with all of its key suppliers (see Business of Punch Group and Information Regarding the Portfolio below). Termination of these agreements, variation of their terms or the failure of a party to comply with its obligations under these agreements could have a negative effect on the operations and financial performance of the New Securitisation Group. (k) Fluctuations in the Property Market The property market may develop so that rents may increase such that they affect the economic viability of one or more of the tenanted pubs. Equally, a downturn in the UK property market may lead to a reduction in the New Securitisation Group’s freehold property values over time.

41 (l) Seasonality and Weather Attendance at the New Securitisation Group’s pubs is generally higher during holiday periods, such as Christmas and New Year, and over bank holidays. Frequenting of pubs is slightly lower during the winter months than in the summer. Attendance levels at the New Securitisation Group’s pubs may also be adversely affected by persistent rain or other inclement weather, especially during the summer months or over the Christmas period (which are peak trading times). This could have a negative effect on the results of the New Securitisation Group’s operations. (m) Acquisitions of Pubs A number of the pubs forming part of the Estate have been acquired by the Punch Group in a series of transactions involving the acquisition from third parties of large numbers of pubs and/or companies owning pubs. Over time further such pubs may be acquired by the New Securitisation Group. There are certain legal, commercial and tax risks inherent in any such acquisition although such risks generally reduce with time. Although sellers in such transactions have provided or will be asked to provide certain warranties to the Punch Group in connection therewith, such warranties are or will be limited in terms of the amount claimable and the period in which claims can be made (and in many cases such periods may have expired). The New Securitisation Group may, therefore, suffer loss in respect of which no remedy may be available (whether against the relevant seller or any other person). In addition, in order to streamline the ownership and operation of the pubs, various transfers of pubs have had to be effected which of themselves potentially give rise to certain tax issues for the New Securitisation Group. (n) Provision of Services by PTL/Supplyco The New Securitisation Group (including, for the avoidance of doubt, the Borrower) is dependent on PTL to manage and administer its business under the Management Services Agreement (see Summary of Principal Documents – Management Services Agreement below). Any failure by PTL to provide the Services could adversely affect the business of the New Securitisation Group which, in turn, could adversely affect the ability of the Borrower to meet its obligations under the Issuer/Borrower Facility Agreement and the other Transaction Documents. PTL is not a member of the New Securitisation Group and there can be no assurance that it will continue to be a member of the Punch Group. The Punch Group is streamlining its wet product supply arrangements with a view to rationalising supply across the Punch Group as a whole so that Punch Taverns (PPCS) Limited (Supplyco) becomes the sole entity contracting with suppliers (see Summary of Principal Documents – Supply Agreements and The Punch Group and Information Regarding the Portfolio – Products and Services – Beer Supply and other Wet Products below). Such streamlining will result in the New Securitisation Group (including, for the avoidance of doubt, the Borrower) becoming increasingly dependent on Supplyco for the supply of its wet products. Any failure by Supplyco to supply wet products adequately to the New Securitisation Group or to perform its obligations to counterparties under the supply agreements (for example, as to satisfying minimum purchase obligations) could adversely affect the business of the New Securitisation Group which, in turn, could adversely affect the ability of the Borrower to meet its obligations under the Issuer/Borrower Facility Agreement and the other Transaction Documents. Supplyco is not a member of the New Securitisation Group and there can be no assurance that it will continue to be a member of the Punch Group. If the Punch Group does not effectively streamline its wet product supply arrangements so that Supplyco becomes the sole entity contracting with suppliers, wet products may continue to be supplied to the New Securitisation Group under different supply arrangements, some of which have been inherited by the Punch Group as part of its acquisitions. Any failure by a member of the Punch Group to perform its obligations to counterparties under these inherited supply agreements (for example, as to satisfying minimum purchase obligations) could adversely affect the business of the New Securitisation Group which, in turn, could adversely affect the ability of the Borrower to meets its obligations under the Issuer/Borrower Facility Agreement and the other Transaction Documents. (o) Regulation (i) General The New Securitisation Group’s operations are subject to regulation, and further changes in regulations could adversely affect results of operations, including through higher costs. More restrictive regulations

42 could lead to increasing prices to consumers which, in turn, may adversely affect demand and therefore revenues and profitability. See the sections below for additional information on the regulation to which the Securitisation Group is subject. In particular, some examples of the regulatory changes which may affect the Securitisation Group’s cost base include: (a) additional EU or UK employment legislation (in particular, (i) the level of the National Minimum Wage, which is under annual review by the Low Pay Commission and (ii) the maximum number of hours an employee may be permitted to work and the extent to which they may voluntarily opt out) which could further increase labour costs; (b) competition, consumer protection and environmental laws which could adversely affect the New Securitisation Group’s operations; and (c) implementation of the Disability Discrimination Act 1995, which may require changes to certain of the Punch Taverns B Mortgaged Properties. (ii) Competition Law and Tied Estates Tied pub tenancy arrangements that require tenants to obtain beer (and other beverages) from a nominated supplier may constitute a breach of Article 81 (formerly Article 85) of the EC Treaty (Article 81) and/or Chapter 1 Competition Act (Chapter 1) in circumstances where the tie arrangements contribute significantly to the foreclosure of the U.K. market. If an agreement is in breach of Article 81/Chapter 1, it is null and void. A serious breach of Article 81/Chapter 1 can give rise to the imposition of fines. In addition, a breach of Article 81/Chapter 1 can also give rise to claims for damages against one or more parties to the contract in question. Following the recent decision of the European Court of Justice and the judgment of the Court of Appeal in Courage v Crehan, it is possible that the benefit of the right to claim damages for breach of Article 81 could extend to a party to the contract, particularly where that party has a weak bargaining position. The European Commission has accepted however that where a lease/tenancy agreement incorporates a policy of multi-sourcing and periodic tendering, such a lease can operate to reduce foreclosure – such that the tie arrangements should not infringe Article 81/Chapter 1. (iii) TISC Investigation The House of Commons Trade and Industry Select Committee published its report into Pub Companies (Pubcos) in December 2004. The Committee’s main recommendation was that the industry should adopt a voluntary Code of Conduct. The Punch Group already has its own Code of Conduct in place – and as such it already complies with the best practice recommendations outlined by the Committee. (iv) Regulation of sale of alcohol The sale of alcohol to the public generally, and specifically, in public houses is regulated by licensing laws. Any further restrictions in these laws, for example, legislation to restrict the sale of alcohol to the public generally or specifically in public houses, may adversely affect the ability of the business of the New Securitisation Group. (v) Fiscal-Related Matters The Securitisation Group’s activities are affected by a number of fiscal-related matters. These matters include duty on alcoholic beverages, VAT and other business taxes. Changes in legislation which affect all or any of these matters may adversely affect the financial performance of the New Securitisation Group. (vi) Business regulation In addition to crime and disorder, the licensed trade, in common with most areas of industry, faces increasing regulation in the fields of employment, health and safety and access for the disabled. The general trend is to restrict the flexibility in the workforce and also to make small businesses subject to the same procedures and employment laws as large businesses. The compliance with this regulation has an effect on the trade in as much as licensees have to devote more time to this and therefore less time to the trade. To counteract this, support in the form of guidance to the legislation is provided to the tied tenants by the New Securitisation Group companies. (vii) Potential Change to Drink-Driving Laws As car drivers and passengers account for 40 per cent. of pub customers in the United Kingdom, any future legislation to reduce the legal blood alcohol limit for drivers in the United Kingdom could affect

43 trading in the New Securitisation Group’s rural and suburban pubs and may result in customers drinking less. This could lead to a reduction in turnover at certain of the pubs in the New Securitisation Group and lead to a decline in the New Securitisation Group’s overall income as a whole from alcoholic drink sales. See further the section entitled The United Kingdom Pub Industry below. (viii) Legislation relating to smoking On 16 November 2004 the UK Government published its White Paper on Public Health (the White Paper) which sets out the Department of Health’s proposals in relation to smoking in public places, including pubs, in England and Wales. It is proposed that restrictions on smoking are to be phased in over a period of four years including an outright ban on smoking in restaurants and pubs serving food (other than snacks such as crisps). Pubs and bars not serving food will not be subject to the outright ban and pub owners will be able to choose whether to permit smoking on their premises. There is currently a Public Places Charter (the Charter) on smoking in public places, such as restaurants and pubs, which has been agreed between the Department of Health and leading hospitality industry groups. This Charter, though not law, is supported by the Government which asked the licensed leisure industry to ensure that 50 per cent. of licensed premises were compliant with it by December 2002, and that 35 per cent. of those have either no smoking’’ areas or adequate mechanical ventilation. (ix) Legislation relating to gambling Changes to the gaming legislation are under consideration by the Government, including the operation of amusement machines with prizes (or fruit machines) (AWPs) in pubs. The main area of the current legislation that would change is that play by under 18 year olds would be illegal except on low stake prize machines (although the New Securitisation Group already complies with a voluntary code to this effect) and the control of machine numbers would pass from licensing magistrates to local authorities. The other areas of change relate to categories of machines permitted in casinos, licensed betting offices, bingo halls, amusement arcades, family entertainment centres and motorway service stations which may increase the competitive threat to the New Securitisation Group in respect of gaming. Under the proposed legislation, it is intended that existing licensed premises will be allowed to retain their current number of AWPs. New licensed premises are likely to be entitled to two AWPs (currently pubs do not have an automatic right to any AWPs) with discretion for local authorities to increase such entitlement, based on national guidance that is currently being considered by the Government in consultation with the pub industry. In addition, following lobbying by the pub and gambling industries and irrespective of any new overarching gambling legislation, it is likely that reviews aimed at increasing the maximum levels of stakes, prizes and methods of payment will continue. The new legislation may increase the appeal (through payment deregulation and the number of machines on licensed premises) of gambling in pubs, including those in the New Securitisation Group. However, the levels of income from AWPs within the New Securitisation Group may be negatively affected if local authorities do not permit pubs to have more than two AWPs or do not grant grandfather rights in respect of existing machines. (x) Legislation relating to noise The Physical Agents Directive 2001 (the Directive) is currently under discussion in the retail industry relating to the regulation of noise in the workplace. For further information see the section entitled The United Kingdom Pub Industry below. It is possible any regulations put in place by the Government may discourage certain customers from patronising those pubs whose present attraction is music or a less quiet environment and this could lead reduction in sales at some pubs and reduce the income received by the New Securitisation Group. (xi) Exposure of the New Securitisation Group to Funding Risks in relation to the Defined Benefits under its Pension Schemes The New Securitisation Group will operate 2 defined benefit pension schemes (each a Pension Scheme): • the Pubmaster Pension Scheme; and • The InnSpired Group Pension Scheme. These are both closed to new entrants. Further information on the funding position of each Pension Scheme is set out in the section entitled Index to Financial Statements and other Financial Information below.

44 There are currently no other defined benefit pension schemes in the Punch Group. However, the Punch Group may purchase companies over the course of time and even if those companies are outside the New Securitisation Group, an exposure may nonetheless arise under the Pensions Act 2004. The primary liability for funding the Pension Schemes rests with the participating employer companies. By virtue of the Pensions Act 2004, there will be risks for the whole of the New Securitisation Group arising from the operation of the Pension Schemes. Many of these are generic risks associated with the operation of UK defined pension schemes generally. In summary, the main risk factors are: (a) In relation to both schemes, the Pensions Act 2004 will allow the Pensions Regulator to impose a scheme funding target and employer contribution rate if those matters cannot be agreed between the scheme trustees and the employers. This will probably come into force from September 2005. (b) The trustees of each Pension Scheme have power to wind up the relevant scheme in certain circumstances, although these circumstances are, generally, within the control of each of the principal employers. The Pensions Regulator also has a statutory power to order a Pension Scheme to be wound up. As a result of recent changes in legislation, winding up the schemes would result in a statutory obligation on the various participating employers to fund the schemes by reference to a ‘‘buy-out basis’’. Approximate actuarial calculations carried out by the Punch Group’s actuary identify that if the schemes were to wind up as at the date of the most recent actuarial valuation undertaken (being 13 July 2004 in the case of the InnSpired Group Pension Scheme and 6 April 2004 in the case of the Pubmaster Pension Scheme), aggregate contributions on this basis would have been required of around £10.1 million in the case of the InnSpired Group Pension Scheme and £21.6 million in the case of the Pubmaster Pension Scheme (although this figure should be taken only as a guide as no quotations have been obtained from insurance companies). Additionally, regulations (in force from 15 February 2005) provide that a similar statutory debt would be triggered if an employer participating in a multi-employer scheme went into liquidation. (c) The Pensions Act 2004 gives new powers to the Pensions Regulator to require funding or funding guarantees for defined benefit pension schemes from any company in the same group as the participating employers (which may include the Obligors). This applies regardless of whether the companies sought to be made liable have any employees in the pension schemes concerned. (d) The Pensions Act 2004 gives new powers to the Pensions Regulator to require funding or funding guarantees (in the form of a contribution notice or financial support direction) for defined benefit pension schemes in various circumstances from a person who is ‘‘associated’’ or ‘‘connected’’ with a participating employer. If the Borrower Security Trustee were to enforce its security over the shares of the Borrower so that it were entitled to exercise, or control the exercise of, one third or more of the voting power at any general meeting of the Borrower, the Borrower Security Trustee would come within the definition of connected/associated person. This would mean that the Pensions Regulator could seek to issue a contribution notice or financial support direction on it at that time, provided the other requirements were met, including that it considered it was reasonable to do so. In deciding whether to issue a contribution notice or financial support direction, the Pensions Regulator must also take into account a number of other factors including the actual connection that the person has with the pension scheme and the employer and the financial circumstances of the person. (e) The trustees of each Pension Scheme have control over the investment of the relevant scheme’s assets and could (having taken appropriate investment advice and consulted with the employers) alter the investment profile of the schemes. For example, they could exchange equity investments for bonds, which would typically increase the employer funding obligations in relation to the schemes because of the lower rate of return expected from lower risk bonds. The foregoing risks are linked to the funding level of the schemes, which can be adversely affected by a number of factors including: (i) reducing bond yields (low yields mean a pension obligation is assessed as having a high value); (ii) increasing life expectancy (which will make pensions payable for longer and, therefore, more expensive to provide);

45 (iii) investment returns below expectation; (iv) actual and expected price inflation (many benefits are linked to price inflation and, ignoring any compensating change in the value of assets and future expected investment returns, an increase in inflation will result in higher benefits being paid), subject to the limits set out in the Pension Schemes’ governing documentation; (v) funding volatility as a result of the mismatch between the assets held and the assets by reference to which the scheme liabilities are calculated; and (vi) other events occurring which make past service benefits more expensive than anticipated in the actuarial assumptions by reference to which past pension contributions were assessed, including unanticipated changes to legislation or tax laws. Employer obligations to their pension schemes (including any statutory debt) generally rank as unsecured and non-preferential obligations of the employer, with some limited exceptions.

(xii) Environmental legislation Environmental legislation establishing a new contaminated land regime was brought into force in April 2000. This legislation places liability for clean-up costs on the owner or occupier of contaminated land where no person can be found who has caused or knowingly permitted the presence of the substances which have led to the pollution. The term Owner means a person (other than a mortgagee or (in Scotland) heritable creditor not in possession) who, whether in his own right or as trustee for any other person, is entitled to receive the rack rent from the land, or where the land is not let at a rack rent, would be so entitled if it were so let. Thus, if land which falls within the title to any of the Pubs and the freehold or heritable title (or in the case of long leaseholds for a rent which is less than rack rent, such long leasehold title) is contaminated, then where the person cannot be found who caused or knowingly permitted such contamination to occur, the New Securitisation Group might be liable for the costs of cleaning up such contamination. In such circumstances, the New Securitisation Group may have insufficient monies available to it to repay in full all amounts due under the Issuer/Borrower Facility Agreement. If the Issuer or the Borrower Security Trustee were to take possession of any one or more of the Pubs following enforcement of the relevant security, and contamination of the type described above were to be discovered at any such Pub, then the Issuer or Borrower Security Trustee might be liable for the costs of cleaning up such contamination. This might lead to the Issuer having insufficient funds available to pay all amounts due to the Noteholders and the Noteholders might suffer a loss as a result. Other environmental legislation concerning statutory nuisance also places liability on the owner or occupier in some circumstances instead of the person responsible for the nuisance. In the relevant legislation, the concept of ‘‘owner’’ has not been deﬁned and could include any person with a proprietary interest in the property. The owner or occupier would be responsible where the nuisance arises from any defect of a structural character and where the person responsible for such nuisance cannot be found or the nuisance has not yet occurred. Owners and occupiers may also have liabilities at common law.

(xiii) Compulsory Purchase Any property in the United Kingdom may at any time be acquired by a local authority or government department generally, in connection with proposed redevelopment or infrastructure projects. In the event of a compulsory purchase order being made in respect of a Pub, compensation would be payable on the basis of the open market value of all owners’ and tenants’ proprietary interests in that Pub at the time of the related purchase and will be paid by the Borrower into the Disposal Proceeds Account. In the case of an acquisition of the whole of that Pub, the relevant freehold, heritable or long leasehold estate and any lease would both be acquired and the tenant would cease to be obliged to make any further rental payments to the Borrower, under the relevant lease. The risk to Noteholders is that the amount received from the proceeds of purchase of the relevant freehold, heritable or long leasehold estate may be inadequate to cover the loss of cashﬂow from such Pub and thus the Borrower’s ability to meet its obligations under the Issuer/Borrower Facility Agreement may be prejudiced. This may in turn adversely affect the ability of the Issuer to pay interest on and principal of the Notes. There may be a delay between the compulsory purchase of a property and the payment of compensation, the length of which will largely depend upon the ability of the property owner and the

46 entity acquiring the property to agree on the open market value. Should such a delay occur in the case of any Pub, then unless the Borrower has other funds available to it, this delay may prejudice either party’s ability to meet its obligations under the Issuer/Borrower Facility Agreement. (xiv) Frustration A lease could, in exceptional circumstances, be frustrated under English or Scots law (as applicable). Frustration may occur where a supervening event so radically alters the implications of the continuance of a lease for a party thereto that it would be inequitable for such lease to continue. (xv) Leasehold Interests in Pubs The interest held in 189 Pubs in the Estate is comprised either wholly or partly under a leasehold title (the Leasehold Pubs). There are a further 99 adjoining or ancillary leasehold titles (e.g. car parks). Of these, approximately 72 Pubs contain forfeiture provisions pursuant to which the landlord may terminate the lease upon the insolvency of the tenant. The termination of any such lease by a landlord could deprive the New Securitisation Group of any capital value in the relevant leasehold interest as well as the ongoing income from the relevant Pub. Where the interest held in a Pub is comprised either wholly or partly under a leasehold title and that Pub is damaged or destroyed such that the business cannot be operated from that Pub until rebuilding or repair work is undertaken, there is a risk that the landlord may have a right to break where the property cannot be rebuilt within a certain period. There is also a risk, for both freehold and leasehold Pubs, that the property cannot be rebuilt within a certain speciﬁed period and that an operational tenant will cease to operate its business either because it is not viable to wait for rebuilding or repair, because it wishes to continue to operate from an alternative site and it then chooses not to return or because it loses its licence to operate. Such damage or destruction could deprive the New Securitisation Group of capital value in the relevant Leasehold Pub and/or ongoing income from the relevant operational tenant. In the case of further two Leasehold Pubs the landlord has an option to break at any time on 6 or 12 months’ notice. No compensation would be payable if such options were exercised and the New Securitisation Group would be deprived of the capital value in the relevant Leasehold Pub as well as ongoing income. 51 leases (of which 31 relate to Leasehold Pubs and 20 to ancillary land) are missing, and so it has not been possible to identify whether any of the risk factors described in the preceding paragraphs apply to those Pubs. In relation to 2 of the Leasehold Pubs the contractual term of the relevant lease has expired. In relation to a further 48 leases the term will expire prior to the end of 2030, and in relation to 101 leases the term will expire prior to the end of 2040. There can be no guarantee that the New Securitisation Group will be successful in negotiating a new lease of each such Pub or, if it is successful, as to what terms will then apply. The capital value of each such Pub will reﬂect the risk of renewal, but the termination of any lease without renewal will deprive the New Securitisation Group of any ongoing income from the relevant Pub. (xvi) Registration of Mortgages Application will be made after the Fourth Closing Date to register the mortgages over the Pubs in England and (as applicable) to register the standard securities over the Pubs in Scotland, in each case granted to the Borrower Security Trustee by the New Securitisation Group, at the Land Registry or (as applicable) the Registers of Scotland. To the extent that mortgages and standard securities are not registered, the mortgages over the Pubs in England will take effect in equity only and the standard securities over the Pubs in Scotland will not take effect at all and in either case will be capable of being overridden by dispositions of the land to third parties for valuable consideration. In addition, equitable and other interests created before the grant of these equitable mortgages or standard securities could gain priority. The existence of any such prior ranking interests would constitute a default under the Issuer/Borrower Facility Agreement if the existence thereof were to have a material adverse effect on the business of the New Securitisation Group. It should be noted that, under the terms of the Issuer/Borrower Facility Agreement and the Punch Taverns B Deed of Charge, the Borrower will (as appropriate) be required to apply for registration of: (i) the mortgages in respect of the Pubs within the priority period established by the Land Registry searches;

47 (ii) the standard securities in respect of all of the pubs over which security can be taken, as soon as practicable after the Fourth Closing Date; (iii) the standard securities in respect of the remainder of the pubs in Scotland, as soon as practicable and not later than six months after the Fourth Closing Date; and (iv) in the case of permitted acquisitions in England and any permitted acquisition in Scotland following the Fourth Closing Date, as soon as practicable after such permitted acquisition and (in the case of a permitted acquisition in England or Wales) within the priority period established by H.M. Land Registry searches. The Borrower will use all reasonable endeavours to ensure that registration of such mortgages and standard securities is completed (in the case of the applications referred to in paragraphs (i), (ii) and (iii)) no later than one year after the Fourth Closing Date and (in the case of the applications referred to in paragraph (iv)) no later than one year after the date of such permitted acquisition. (xvii) Rent reviews The tenancy agreements and leases to which certain of the Pubs in the Estate are subject contain open market rent review provisions. Some of these are on an upwards only basis but with reference to the initial rent or the rent fixed at the previous open market review date (as the case may be). Those leases may also provide for annual rent reviews by reference to movements in the Retail Prices Index. Therefore it is possible that rents in respect of certain Pubs which do not have unqualified upwards only provisions could fall if the open market rental value at the time of review is below the rent then payable. (xviii) Historical Charges There are 20 prior ranking charges and other registrations protecting third party interests in existence. With one exception, these historical charges are in the process of being or will be removed from the register prior to or on the Fourth Closing Date. (xix) Valuations of Pubs The valuation figure shown as the market value of the portfolio of Pubs set out in the Valuation Report will not necessarily be consistent with the figures contained in the Borrower’s historical financial information. This may be because, among other reasons, the portfolio of Pubs valued in connection with the Valuation Report is that which will constitute the Estate as at the Fourth Closing Date rather than the date of the publication of the Borrower’s historical financial information. (4) INSURANCE (a) General Management believes that the properties owned or used by the New Securitisation Group are adequately covered by insurance placed with reputable insurers and with commercially reasonable deductibles and limits. Insurance policies held or maintained by the New Securitisation Group cover such risks as material damage, business interruption, loss of rent and third party liability. However, certain types of risk are not insured fully either because such insurance is not available or because Management believes that the premium costs are disproportionate to the risks in question (such as full terrorism cover and environmental impairment liability cover). (b) Uninsured loss The Issuer/Borrower Facility Agreement requires the Borrower to carry insurance with respect to the Pubs in accordance with terms set out in the Issuer/Borrower Facility Agreement. There are however, certain types of losses (such as losses resulting from wars, terrorism, nuclear radiation, radioactive contamination, heave or settling of structures) which may be or become either uninsurable or not economically insurable, or are otherwise not covered by the required insurance policies. Other risks might become uninsurable (or not economically insurable) in the future. The Borrower’s ability to repay the Term Advances may be affected adversely if such an uninsured or uninsurable loss were to occur, which may adversely affect the ability of the Issuer to pay interest on and repay principal of the Notes. (5) TRANSACTION RISKS There are certain risks that arise in connection with the Estate, including without limitation, title to the Pubs, landlord consents in relation to Leasehold Pubs, mortgagee in possession liability and restrictive covenants.

48 (a) Registered Title Reports Registered title reports were prepared by various firms of solicitors for a sample of 283 of the 2,913 Pubs comprised in the Pubmaster Sub Group, for all the Pubs to be acquired from the Centrum Sub Group, the Jubilee Sub Group, the InnSpired Sub Group and PGRP, and for all of the Leasehold Pubs in the Estate (the Registered Title Reports). In total 37.6 per cent. of the Estate has been covered by such reports. Slaughter and May have prepared an overview report on the Registered Title Reports (the Overview Report). In addition, Slaughter and May have prepared a report on all the standard form leases which are used in connection with the Estate. The Registered Title Reports address in respect of each Pub, inter alia, (i) the registered proprietor; (ii) the quality of the title; (iii) the existence of any registered financial charges or securities and restrictions on disposal; and (iv) the existence of any restriction against use as a public house. In respect of the leasehold title, details of the lease, rent and other material issues have been addressed. All except 9 Pubs were found to have title which was registered or in the course of registration. In the case of 4 Pubs, legal title is presently owned by a company outside the Punch group, pending its transfer pursuant to a business sale agreement. Not all of the usual conveyancing searches and enquires were made by the reporting solicitors, notably local authority, Environmental Agency, Coal Authority and Network Rail searches. These searches would reveal matters such as whether or not roads, drains and sewers serving the relevant Pubs are adopted and maintained at the public expense, whether or not any relevant Pubs were subject to a compulsory purchase order, whether or not any statutory notices have been served in respect of any relevant Pub (such as in relation to breach of planning or building regulation control), breach of Public Health Acts or breach of fire regulations and give the planning history for a property. The solicitors did not check on the existence or validity of liquor licences or justices’ and other trade licences in respect of all Pubs. The solicitors did not address the state of repair of the properties or environmental issues. In each case, the solicitors who prepared the Registered Title Reports may not have sufficient professional indemnity insurance to honour in full any claim that might arise.

(b) Landlord’s consents Certain of the Pubs in the Estate are leasehold properties. In respect of 87 of the Leasehold Pubs which are the subject of the Transfer Agreements the landlord’s consent is required under the relevant lease to transfer the legal interest in those Pubs to the Borrower (the Transfer Consent Leasehold Pubs). Landlord’s consent to the transfer of the legal interest has not yet been obtained and the legal interest in these Pubs therefore has not yet been transferred to the Borrower. Pursuant to the terms of the Transfer Agreements, PGRP, InnSpired, Centrum and Sister (the Sellers), as applicable, have each covenanted to use reasonable endeavours (at its own cost) to obtain the consent of the relevant landlords to the transfer of such Leasehold Pubs and have each covenanted to allow the Borrower into occupation of such Leasehold Pubs pending receipt of the landlord’s consent. Should the Borrower take occupation of such Leasehold Pubs without the receipt of the relevant landlord’s consent, this may constitute a breach of the alienation clause in the relevant lease and could allow the relevant landlord to try to forfeit or irritate the lease. Termination of the Borrower’s lease would, in these circumstances, deprive it of any cash ﬂow under the leases in place between it and the tenants of such Pubs. This may adversely affect the ability of the Borrower to pay interest and to repay principal under the Issuer/ Borrower Facility Agreement which may adversely affect the ability of the Issuer to pay interest and to repay principal under the Notes. In relation to 14 of the Transfer Consent Leasehold Pubs, the landlord is not obliged to be reasonable in considering whether to provide its consent. Applications for consent will nonetheless be submitted in all cases. In respect of 32 of the Leasehold Pubs, all of which are also Transfer Consent Leasehold Pubs, the landlord’s consent is required under the relevant lease to the creation of a charge of the legal interest in those Pubs (the Charge Consent Leasehold Pubs). In relation to 4 of the Charge Consent Leasehold Pubs, the landlord is not obliged to be reasonable in considering whether to provide its consent. Applications for consent will nonetheless be submitted in all cases, where not already submitted. Until (i) the relevant consents to transfer have been obtained and (ii) the completion of the registration of the transfer of each such Pub to the Borrower at H.M. Land Registry or the Registers of Scotland, as applicable, legal title to each of those Pubs in the Estate will remain in the Sellers, as applicable.

49 Furthermore, until (i) the aforesaid consents to charge have been obtained, and (ii) the completion of the registration of the charge of each such Pub to the Borrower Security Trustee at H.M. Land Registry or the Registers of Scotland, as applicable, no legal charge or standard security will be created. Until such registration, the Borrower Security Trustee’s charge would (i) in the case of Pubs in England and Wales take effect in equity or, in the case of Pubs in Scotland, not take effect at all and, in either case, would be capable of being overridden by dispositions of the land to bona ﬁde third parties for valuable consideration, and any equitable or other interest created could gain priority, and (ii) take effect subject to the right of the relevant landlord to forfeit the relevant lease to the extent of any breach of the alienation provisions until such consents have been obtained. The Borrower will covenant in the Issuer/Borrower Facility Agreement to use all reasonable endeavours to obtain the relevant consents.

(c) Mortgagee in possession liability Where the Borrower Security Trustee takes enforcement proceedings under the Punch Taverns B Deed of Charge or any standard security granted pursuant to them, it may be deemed to be, in respect of Pubs in England, a mortgagee in possession and, in respect of Pubs in Scotland, a heritable creditor in possession if there is a physical entry into possession of any Pub or an act of control or influence which may amount to possession (such as receiving rental income directly from a relevant tenant). A mortgagee or heritable creditor in possession may incur liabilities to third parties in nuisance and negligence and, under certain statutes (including environmental legislation), can incur the liabilities of a property owner. Save in certain circumstances in respect of the appointment of an administrative receiver, the Borrower Security Trustee is not obliged to act (including becoming a mortgagee or heritable creditor in possession in respect of a Pub) unless it is satisfied at that time that it is adequately indemnified. Under the terms of the Punch Taverns B Deed of Charge, payments to the Borrower Security Trustee in respect of any such indemnity rank first in point of priority of payments, both prior to and following service of a Borrower Enforcement Notice. This may adversely affect the funds available to the Borrower to make payments of interest and principal in respect of the Existing Term Advances, the First New Term Advances and the Second New Term Advances and therefore also the funds available to the Issuer to make payments of interest and principal in respect of the Notes.

(d) Restrictive covenants Approximately 9 of the Pubs which are the subject of the Registered Title Reports are subject to restrictive covenants or title conditions affecting the whole or part of those Pubs, not to use those Pubs (or relevant parts, as appropriate) for the sale of alcohol or as a pub. Such restrictions are typically found in portfolios of this type. A successful claim by a party claiming the beneﬁt of such a covenant or condition might result in the cessation of the current use and frustration of the relevant occupational lease. There is no evidence of title indemnity insurance having been taken out in respect of the breach of those covenants or conditions. There may be other Pubs in England and Wales which are affected by restrictive covenants or title conditions the effect of which is unknown because no details were provided to H.M. Land Registry on ﬁrst registration, but it is expected that such pubs will be less than one per cent. of the Estate. Many of these are old covenants or conditions and in some cases do not appear to affect the pub itself.

(6) TAXATION

(a) United Kingdom Taxation Position of the Borrower Under current UK taxation law and practice, payments of principal to be made by the Borrower under the Issuer/Borrower Facility Agreement are not deductible for tax purposes. Unless the Borrower disposes of a capital asset, and applies the proceeds thereof (net of any tax payable as a result of the disposal) to make repayments of principal under the Issuer/Borrower Facility Agreement, it is necessary for the Borrower to fund such repayments of principal out of taxed income from the general operations of the New Securitisation Group. It is envisaged that the Borrower will fund the repayment of principal out of such post-tax income and the management of the Borrower believes that, on a conservative basis, the Borrower will have sufficient post-tax income to enable full and timely repayments of principal and interest due under the Issuer/Borrower Facility Agreement but there can be no assurance of this. There can be no assurance that taxation law and H.M. Revenue & Customs’ practice will not change in a manner (including, for example, a rise in the applicable rate of corporation tax), which would adversely affect the amount of post-tax income of the Borrower and therefore affect the Borrower’s ability to repay amounts of principal under the Issuer/Borrower Facility Agreement.

50 If the Issuer does not receive all amounts of principal due from the Borrower under the Issuer/Borrower Facility Agreement, it may not have sufficient funds to enable it to meet its payment obligations under the Notes and/or any other payment obligations ranking in priority to, or pari passu with, the Notes. Further, under recently introduced transfer pricing and thin capitalisation rules applying to UK transactions, a borrower’s entitlement to tax relief in respect of interest payable may be subject to an adverse adjustment, in particular, if the transactions that would have been entered into as between independent enterprises differ from the actual transactions entered into between connected persons so that less (or no) interest would have been payable by such borrower had the arm’s length transactions been entered into. If that is the case, the deductions for such interest would be by reference to an arm’s length borrowing. Such adjustments may be relevant to the Borrower’s deductions, in particular, in respect of interest payable under the New Subordinated Loan Agreement. The new regime does, however, include provisions that allow the other party to the relevant transaction to elect to undertake sole responsibility for any increased tax liability of the party suffering the adverse adjustment. In the event that the Borrower suffers an adverse adjustment in respect of deductions under the New Subordinated Loan Agreement, PRAF has covenanted in favour of the Borrower Security Trustee to make such an election. If appropriate elections are made and accepted, the Borrower should be in no worse a position as regards having sufficient income after tax to pay principal and interest under the Issuer/Borrower Facility Agreement than if no such adverse adjustment had been made. H.M. Revenue & Customs does, however, have the power to refuse to accept such an election. There is a risk that, under the same transfer pricing and thin capitalisation rules, the Issuer may be treated for United Kingdom tax purposes as receiving a greater amount of interest under the Issuer/Borrower Facility Agreement than it actually receives. If this adjustment is made, the Borrower will (subject to an appropriate claim being made) be treated for United Kingdom tax purposes as having a correspondingly increased interest deduction. The Borrower has covenanted that it will make balancing payments such that the Issuer’s after-tax position is as it would have been had the transfer pricing and thin capitalisation rules not been applicable. If such payments are made by the Borrower, its after-tax position will also be as it would have been had the transfer pricing and thin capitalisation rules not been applicable.

(b) Secondary Taxation Liabilities of the members of the New Securitisation Group and certain VAT grouping considerations Where a company fails to discharge certain taxes due and payable by it within a speciﬁed time period, UK tax law imposes in certain circumstances (including where that company has been sold so that it becomes controlled by another person) a secondary liability for those overdue taxes on other companies which are or have been members of the same group of companies for tax purposes or are or have been under common control with the company that has not discharged its primary liability to pay that tax. Also, membership of a group for VAT purposes imposes on each member of such group joint and several liability for any VAT liabilities arising in respect of its period of membership in relation to the activities of all members of such group during such time. In addition, the representative member from time to time of a VAT group is liable for all VAT liabilities of such group. Covenants will be given in the Tax Deed of Covenant: (i) not to do anything (and to procure that nothing is done) which would reasonably be expected to result in a secondary liability arising in relation to the New Securitisation Group Entities; and (ii) in relation to grouping for VAT purposes; with the aim of minimising the likelihood of such secondary liabilities or any joint and several VAT liability affecting such New Securitisation Group Entities.

(c) UK Corporation Tax on Chargeable Gains and Stamp Duty Land Tax (SDLT) Some members of the New Securitisation Group have acquired, or will on the Fourth Closing Date acquire, certain capital assets (each a relevant asset) from other companies which were or will be members of the same group for capital gains and SDLT purposes at the time of the acquisition. Such transfers include historical transfers, particularly from InnPartnership Limited in November 2002, the potential United Kingdom corporation tax on chargeable gains exposure in relation to which is estimated to be not more than £77.2 million and the potential SDLT exposure in relation to which is estimated to be not more than £1.8 million. They also include a transfer of part of the existing pub business of PGRP

51 and a transfer of all of the business and assets of Jubilee on the Fourth Closing Date by the relevant vendors (none of which are members of the New Securitisation Group) to the Borrower, the potential United Kingdom corporation tax on chargeable gains and SDLT exposures in respect of which is estimated to be not more than £2.1 million. Consequently, such members of the New Securitisation Group (including the Borrower) to which assets have been transferred, may have contingent liabilities for UK corporation tax on chargeable gains and SDLT. The contingent liability for UK corporation tax on chargeable gains will crystallise if, broadly, the relevant transferee ceases to be a member of the same capital gains group as the transferor within six years of the date on which it acquired a relevant asset either (i) still holding that asset or (ii) having disposed of such asset to, broadly, a group company leaving the group at the same time and which would form a discrete capital gains group with the relevant transferee (an associated company) and which holds the asset at that time, unless, broadly, in both cases the acquisition was itself from an associated company. Accordingly, a degrouping of certain New Securitisation Group Entities, including by way of a sale of the shares in the Parent Guarantor, could trigger these contingent liabilities. The contingent liability to SDLT will crystallise in the New Securitisation Group if, broadly, the relevant transferee of an asset (asset for this purposes meaning broadly, land or an interest in land) ceases to be a member of the same SDLT group as the relevant transferor either within three years of the date on which it acquired a relevant asset, or pursuant to, or in connection with, arrangements made before the end of that period. No liability will arise however unless the transferee or a ‘‘relevant associated company’’ (as deﬁned for SDLT purposes) holds such asset at the time of leaving the group. (Under recently introduced legislation, where there has been a sequence of intra-group transfers of a relevant asset, the provisions described above may apply on a change of control of a company (within certain time limits) which has been a transferee of the asset at any stage, as if it had acquired the asset from a transferor which in fact transferred the asset at an earlier stage in the sequence.) Punch Taverns plc has undertaken some parts of the Transaction in a manner intended to mitigate the likelihood of a degrouping triggering the crystallisation of a contingent liability either for UK corporation tax on chargeable gains or SDLT. This position may however be affected by subsequent changes in law or as a result of an adverse H.M. Revenue & Customs adjudication or a court ruling against the efficacy of the structuring. If any such contingent tax liabilities as are mentioned above were to crystallise in the New Securitisation Group, the Borrower may have a liability to tax, discharge of which could adversely affect the amount of its post-tax income and, potentially, affect the Borrower’s ability to meet its obligations under the Issuer/Borrower Facility Agreement. Covenants will be given in the Tax Deed of Covenant not to do anything (or permit anything to be done) which might reasonably be expected to result in the crystallisation of such contingent liabilities. It is possible that further asset transfers may take place within the Punch Group in the future, including between the Borrower and companies outside the New Securitisation Group. Where the relevant grouping conditions are satisﬁed, no tax on chargeable gains or SDLT should arise on such intra-group transfers, but a subsequent degrouping of the transferee could in certain circumstances (as outlined above) give rise to a primary or secondary charge to tax in the transferee or the transferor (respectively). The disposal of certain capital assets, including properties held by the Borrower and interests in the share capital of other members of the New Securitisation Group, by members of the New Securitisation Group to third parties may give rise to a liability for UK corporation tax on chargeable gains. Should any such tax liability arise as a result of a disposal following enforcement of security, that tax liability could, indirectly, adversely affect the ability of the Issuer to meet its obligations under the Notes. (d) Withholding tax in respect of the Notes In the event withholding taxes are imposed in respect of payments to Noteholders of amounts due pursuant to the Notes, including, without limitation, amounts which become due to be paid to Class A7 Noteholders or Class A8 Noteholders under the Second MBIA Financial Guarantee, none of the Issuer, the Parent Guarantor, MBIA, nor any Paying Agent or Fiscal Agent nor any other party is obliged to pay any additional amounts to Noteholders in respect of such withholding taxes or otherwise compensate Noteholders for the lesser amounts the Noteholders will receive as a result of the imposition of such withholding taxes. The Issuer will, in the event of a withholding obligation being imposed in respect of payments of amounts due in respect of the Notes by reason of change of law, have the option of redeeming, in full, all

52 outstanding Notes at their then Principal Amount Outstanding, plus any accrued but unpaid interest and any redemption premium. Amounts payable on any such early redemption of the Second New Class A Notes are not guaranteed by MBIA. Further, in the event withholding taxes are imposed in respect of any payment under the Parent Guarantee or the Second MBIA Financial Guarantee, none of the Parent Guarantor, MBIA or any Paying Agent or Fiscal Agent or any other party is obliged to gross-up or otherwise compensate Noteholders for the lesser amounts the Noteholders will receive as a result of the imposition of such withholding taxes.

(e) Corporation Tax Reform In August 2003, H.M. Treasury and the Inland Revenue issued a consultation document entitled ‘‘Corporation tax reform’’. The document contained a number of suggestions in relation to how the current corporation system might be reformed. The commitment to reform the corporation tax system was reaffirmed more recently on 2 December 2004 as part of the government’s Pre-Budget Report when a Technical Note on the reform of corporation tax was issued. It is not currently known with certainty what form any changes will take. It is possible that, if these changes are enacted, they may have an adverse effect on the taxation of the companies in the New Securitisation Group, and consequently affect the ability of the Borrower to pay or repay amounts under the Issuer/Borrower Facility Agreement and/or the Issuer to pay or repay amounts under the Notes.

(f) Tax consequences arising from the Introduction of International Financial Reporting Standards For accounting periods beginning on or after 1 January 2005, United Kingdom companies with debt or equity listed on a regulated market are required to prepare their consolidated financial statements under International Financial Reporting Standards (IFRS). UK companies which are not required to adopt IFRS may choose to apply IFRS. The Issuer will not be required to prepare consolidated accounts and it will therefore have the choice of applying IFRS or continuing to apply UK GAAP to its individual company accounts. However, UK GAAP is currently converging with IFRS and five UK Financial Reporting Standards were recently issued which are based on IFRS. These five UK Financial Reporting Standards will apply to companies for accounting periods beginning on or after 1 January 2005 which continue to apply UK GAAP. The areas dealt with by these recently issued UK Financial Reporting Standards include financial instruments. (In the remainder of this section (f), unless otherwise stated, references to IFRS include references to UK GAAP as it applies for accounting periods beginning on or after 1 January 2005.) It is not clear whether the tax position of special purpose companies such as the Issuer will be the same under IFRS as it would have been under UK GAAP as it applied for accounting periods ending on or prior to 31 December 2004. However, the Finance Act 2005 contains legislation creating a special interim corporation tax regime for ‘‘securitisation companies’’ (as defined in section 83 thereof). The effect of this legislation is to allow securitisation companies to prepare tax computations on the basis of UK GAAP as it applied for an accounting period ending on 31 December 2004 for all accounting periods beginning on or after 1 January 2005 and ending before 1 January 2007, notwithstanding any requirement to prepare statutory accounts under IFRS. In order for a company to qualify as a ‘‘securitisation company’’ and qualify for the special interim regime mentioned above, it is necessary for the company to satisfy a number of tests. Provided, that the Notes are issued as envisaged in this Offering Circular, the Issuer and the Borrower will each qualify as a ‘‘securitisation company’’ for these purposes. Assuming that the Issuer and the Borrower qualify as securitisation companies for the purposes of the interim regime, this should allow the Issuer and the Borrower to avoid any impact of IFRS on their tax computations for any accounting period ending before 1 January 2007. Further, provided that H.M. Revenue & Customs adhere to the policy objectives that they have indicated in this area, it is expected that secondary legislation will be put in place, pursuant to enabling legislation in the Finance Act 2005, which will establish a permanent regime for ‘‘securitisation companies’’ (as defined in section 84 thereof) with a view to dealing with uncertainties over the potential tax liabilities that might be caused by the application of IFRS to such securitisation companies, and in particular addressing the effect that these uncertainties might otherwise have on the ratings of existing securitisation structures. It is currently expected that the Issuer will fall within any such new regime but that the Borrower may not. If the tax position of the Issuer is adversely affected by the introduction of

53 IFRS, this could ultimately cause a reduction in the payments the Noteholders receive on the Notes. If the tax position of the Borrower is adversely affected by the introduction of IFRS this could adversely affect its ability to repay amounts under the Issuer/Borrower Facility Agreement which ultimately may also leave the Issuer unable to meet its payment obligations under the Notes. (7) GENERAL (a) Insolvency Considerations (i) Receivership At any time after the Punch Taverns B Deed of Charge has become enforceable, the Borrower Security Trustee may, or in certain circumstances can be required to, pursue a number of different remedies (provided that it is indemnified to its satisfaction). One such remedy is the appointment of a receiver over specific property or over all, or part, of the Punch Taverns B Mortgaged Properties. Likewise, at any time after the security created under the Issuer Deed of Charge has become enforceable, the Issuer Security Trustee may, or in certain circumstances can be required to, pursue a number of different remedies (provided that it is indemnified to its satisfaction). One such remedy is the appointment of a receiver of all or part of the assets and undertaking of the Issuer. The provisions of the Enterprise Act 2002 (the Enterprise Act) amending the corporate insolvency provisions of the Insolvency Act 1986 (the Insolvency Act) came into force on 15 September 2003, and are discussed in further detail in the investment consideration entitled Enterprise Act below. As a result of the amendments made to the Insolvency Act by the Enterprise Act, pursuant to section 72A of the Insolvency Act 1986, the holder of a qualifying floating charge created on or after 15 September 2003, will be prohibited from appointing an administrative receiver, unless the floating charge falls within one of the exceptions set out in sections 72B to 72GA of the Insolvency Act (the Exceptions). Previously, the holder of a floating charge or floating charges which, together, are over the whole or substantially the whole assets of a company had the ability to block the appointment of an administrator by appointing an administrative receiver, who would act primarily in the interests of the floating charge holder. As certain floating charges will be entered into after 15 September 2003 (including the security created by new members of the New Securitisation Group) neither the Borrower Security Trustee nor the Issuer Security Trustee will be entitled to appoint an administrative receiver over the assets of the relevant Obligor under those charges, unless they fall within at least one of the exceptions. Floating charge holders over the whole or substantially the whole of the assets of a company under charges entered into before 15 September 2003, which will include the Punch Taverns B Deed of Charge in respect of the Borrower and the Issuer Deed of Charge in respect of the Issuer will continue to be entitled to appoint an administrative receiver, who would act primarily in their interests. One exception to the prohibition on floating charge holders from appointing administrative receivers under section 72A of the Insolvency Act 1986 is in section 72B (the Capital Market Exception) and is in respect of, in certain circumstances, the appointment of an administrative receiver pursuant to an agreement which is or forms part of a Capital Market Arrangement (which is broadly defined in the Insolvency Act). This exception will apply if a party incurs or, when the agreement in question was entered into was expected to incur, a debt of at least £50 million under the arrangement and if the arrangement involves the issue of a capital market investment (also defined but, generally, a rated, traded or listed debt instrument). Although there is no case law on how this exception will be interpreted, the Issuer considers that the exception will apply to the floating charges described in this document. However, the Secretary of State may, by secondary legislation, modify the exceptions to the prohibition on appointing an administrative receiver and/or provide that the exception shall cease to have effect. No assurance can be made that any such modification or provisions in respect of the capital market exception will not be detrimental to the interests of the Noteholders. A receiver would generally be in this case the agent of the relevant company until the company’s liquidation, and thus, whilst acting within his powers, will enter into agreements and take actions in the name of, and on behalf of, the company. The receiver will be personally liable on any contract entered into by him in carrying out his functions (except in so far as the contract provides otherwise) but will have an indemnity out of the assets of the company. If, however, the receiver’s appointor unduly directed or interfered with or influenced the receiver’s actions, a court may decide that the receiver was the agent of his appointor and that his appointor should be responsible for the receiver’s acts and omissions. The Borrower Security Trustee and the Issuer Security Trustee are entitled to receive remuneration and reimbursement for their respective expenses and an indemnity out of the assets of the relevant Obligor

54 and the Issuer for their potential liabilities. Such payments to the Borrower Security Trustee will rank ahead of the interest and principal due under the Issuer/Borrower Facility Agreement (and, in turn, payments by the Issuer under the Notes). Such payments to the Issuer Security Trustee will rank ahead of payments by the Issuer under the Notes. Accordingly, should the Borrower Security Trustee or the Issuer Security Trustee become liable for acts of such a receiver, the amount that would otherwise be available for payment to the Noteholders may be reduced. If the company to which the receiver is appointed goes into liquidation, then as noted above the receiver will cease to be that company’s agent. At such time he will then act either as agent of his appointor or as principal according to the facts existing at that time. If he acts as agent of his appointor, then for the reasons set out in the foregoing paragraph, the amount that would otherwise be available for payment to Noteholders may be reduced. If the receiver acts as principal and incurs a personal liability, he will have a right of indemnity out of the assets in his hands in respect of that liability and the amount that would otherwise have been available for payment to the Noteholders (subject to any claims of the Issuer Security Trustee or Borrower Security Trustee to such amount) would be reduced accordingly. (ii) Small Companies Moratorium Certain ‘‘small companies’’, for the purposes of putting together proposals for a company voluntary arrangement, may seek court protection from their creditors by way of a ‘‘moratorium’’ for a period of up to 28 days, with the option for creditors in some circumstances to extend this protection for up to a further two months (although the Secretary of State for Trade and Industry may, by order, extend or reduce the duration of either period). A ‘‘small company’’ is defined for these purposes by reference to whether the company meets certain tests relating to a company’s balance sheet, total turnover and average number of employees in a particular period (although the Secretary of State for Trade and Industry may, by order, modify the moratorium eligibility qualifications and the definition of Small Company). During the period for which a moratorium is in force in relation to a company, amongst other things, no winding up may be commenced or administration application made or administrative receiver appointed to that company, no security created by that company over its property may be enforced (except with the leave of the Court), no other proceedings or legal process may be commenced or continued in relation to that company (except with the leave of the Court) and the company’s ability to make payments in respect of debts and liabilities existing at the date of the filing for the moratorium is curtailed. In addition, if the holder of security (the Chargee) created by that company consents or if the Court gives leave, the company may dispose of the secured property as if it were not subject to the security. Where the property in question is subject to a security which as created was a floating charge, the chargee will have the same priority in respect of any property of the company directly or indirectly representing the property disposed of as he would have had in respect of the property subject to the security. Where the security in question is other than a floating charge, it shall be a condition of the chargee’s consent or the leave of the Court that the net proceeds of the disposal shall be applied towards discharging the sums secured by the security. Certain small companies may, however, be excluded from being eligible for a moratorium (although the Secretary of State may, by regulations, modify such exclusions), including those which, at the time of filing for the moratorium, are party to a capital market arrangement under which a party incurs or, when the agreement in question was entered into was expected to incur, a debt of at least £10 million under the arrangement and which involves the issue of a capital market investment. The definitions of capital market arrangement and capital market investment are broadly equivalent to those used in the exception to the prohibition on appointment of an administrative receiver and, similarly, the Issuer considers that the exclusion will apply both in respect of the Issuer and the Borrower in the context of the transactions described in this document. There is also an exclusion from being eligible for a moratorium for companies that on the date of filing have incurred a liability (including a future contingent liability) of at least £10 million and therefore the Issuer considers that this exclusion would also apply in respect of the Issuer and the Borrower in the context of the transactions described in this document. (iii) Enterprise Act As explained above, the provisions of the Enterprise Act amending the corporate insolvency provisions of the Insolvency Act came in to force on 15 September 2003. In addition to the introduction of a prohibition on the appointment of an administrative receiver, section 176A of the Insolvency Act provides that any receiver, liquidator or administrator of a company is required to make a ‘‘prescribed part’’ of the

55 company’s ‘‘net property’’ available for the satisfaction of unsecured debts in priority to the claims of the floating charge holder (Ring Fencing). This requirement applies to all floating charges created on or after 15 September 2003, including those that fall within the exception to the appointment of administrative receivers such as the Punch Taverns B Deed of Charge and the Issuer Deed of Charge. The company’s ‘‘net property’’ is defined as the chargor’s property which would be available for satisfaction of debts due to the holder(s) of any debentures secured by a charge that, as created, was a floating charge and so refers to any floating charge realisations less any amounts payable to the preferential creditors or in respect of those expenses of the receivership, liquidation or administration (as the case may be) which are permitted by law to be paid out of floating charge realisations. The ‘‘prescribed part’’ is defined in the Insolvency Act 1986 (Prescribed Part) Order 2003 (SI 2003/2097) to be an amount equal to 50 per cent. of the first £10,000 of floating charge realisations plus 20 per cent. of the floating charge realisations thereafter, provided that such amount may not exceed £600,000. The obligation does not apply if the net property is less than a prescribed minimum (currently £10,000) and the relevant officeholder is of the view that the cost of making a distribution to unsecured creditors would be disproportionate to the benefits. The relevant officeholder (i.e. the receiver, the liquidator or administrator) may also apply to court for an order that the provisions of section 176A should not apply on the basis that the cost of making a distribution would be disproportionate to the benefits even if the net property exceeds the prescribed minimum. Accordingly, in relation to the floating charges created after 15 September 2003, floating charge realisations upon the enforcement of those charges may be reduced by the operation of the ring fencing provisions. Finally, the Enterprise Act has brought further changes: (a) categories of preferential debt payable to the Crown, including debts due to the Inland Revenue in respect of PAYE, debts due to H.M. Customs and Excise in respect of VAT and social security contributions, were abolished. This amendment affects all floating charges whenever created; and (b) the Enterprise Act replaced the administration regime that existed prior to the Enterprise Act in its entirety with a new, streamlined administration procedure. (iv) Recharacterisation of Fixed Security Interest There is a possibility that a Court could find that the fixed security interests expressed to be created by the security documents governed by English law could take effect as floating charges as the description given to them as fixed charges is not determinative. Where the Obligor is free to deal with the secured assets without the consent of the chargee, the Court would be likely to hold that the security interest in question constitutes a floating charge, notwithstanding that it may be described as a fixed charge. In particular it should be noted that the Borrower is, in order to carry out effective estate management, permitted to agree to amendments, waivers and consents to, and under, the provisions of any tenancy agreement entered into between any Obligor (including the Borrower) and the operator of a pub (which shall include, for the avoidance of doubt, a tenancy at will) in respect of a Punch Taverns B Mortgaged Property (each a Tenancy Agreement), including in respect of the payment of rents. Whether the fixed security interests will be upheld as fixed security interests rather than floating security interests will depend, among other things, on whether the Borrower Security Trustee or, as the case may be, the Issuer Security Trustee has the requisite degree of control over the Obligors’ ability to deal in the relevant assets and the proceeds thereof and, if so, whether such control is exercised by the Borrower Security Trustee or, as the case may be, the Issuer Security Trustee in practice. If the fixed security interests are recharacterised as floating security interests, the claims of (i) the unsecured creditors of the relevant Obligor or, as the case may be, the Issuer in respect of that part of the Obligor’s or, as the case may be, the Issuer’s net property which is ring fenced as a result of the Enterprise Act (see the investment consideration entitled Enterprise Act above); and (ii) certain statutorily defined preferential creditors of the relevant Obligor or, as the case may be, the Issuer, may have priority over the rights of the Borrower Security Trustee or the Issuer Security Trustee, as the case may be, to the proceeds of enforcement of such security. In addition, the expenses of an administration would also rank ahead of the claims of the Borrower Security Trustee or the Issuer Security Trustee as floating charge holder (see below in respect of liquidation expenses). A receiver appointed by the Borrower Security Trustee or the Issuer Security Trustee would be obliged to pay preferential creditors out of floating charge realisations in priority to payments to the Punch

56 Taverns B Secured Parties and the Issuer Secured Creditors (including the Noteholders), respectively. Following the coming into force of the insolvency provisions of the Enterprise Act on 15 September 2003, the only remaining categories of preferential debts are certain amounts payable in respect of occupational pension schemes, employee remuneration and levies on coal and steel production. Recent case law has suggested that if a company to which a receiver is appointed was subsequently placed into liquidation which ran concurrently with the receivership, the receiver would not be obliged to pay the expenses of the liquidator (which are prescribed in the Insolvency Rules 1986) out of the floating charge realisations in priority to payments to holders of the security. It has been suggested that legislation be introduced to reverse some of the effects of that case law. It is not clear the extent of any such legislation but it may be that, in such circumstances, a receiver appointed in respect of an Obligor’s assets would be obliged to pay the expenses of a concurrent liquidator in priority to payments to the Punch Taverns B Secured Parties or the Issuer Secured Creditors (including the Noteholders), as floating charge holder, as the case may be. If the Borrower Security Trustee or the Issuer Security Trustee were prohibited from appointing an administrative receiver by virtue of the amendments made to the Insolvency Act by the Enterprise Act, or failed to exercise their respective rights to appoint an administrative receiver within the relevant notice period and the Obligor or, as the case may be, the Issuer were to go into administration, the expenses of the administration would also rank ahead of the claims of the Borrower Security Trustee or Issuer Security Trustee as floating charge holder. Furthermore, in such circumstances, the administrator would be free to dispose of floating charge assets without the leave of the court, although the Borrower Security Trustee or Issuer Security Trustee (as the case may be) would have the same priority in respect of the property of the company representing the proceeds of disposal of such floating charge assets, as it would have had in respect of such floating charge assets. Section 245 of the Insolvency Act provides that, in certain circumstances, a floating charge granted by a company is void save to the extent of certain types of consideration received by the Obligor at the same time or after the creation of the charge. If a floating charge is held to be wholly invalid then it will not be possible to appoint an administrative receiver of such company and, therefore, it will not be possible to prevent the appointment of an administrator of such company. Section 245 of the Insolvency Act provides that, if a liquidator or administrator is appointed to the relevant Obligor within a period of 2 years (the relevant time) commencing upon the date on which that Obligor grants a floating charge then that floating charge will only be valid to the extent of certain types of consideration received by that Obligor at the same time or after the creation of the charge.

(b) Change of law The structure of the transaction and, inter alia, the issue of the Notes and ratings assigned thereto are based on English, Scottish and Cayman Islands law, tax and administrative practice in effect at the date hereof, and having due regard to the expected tax treatment of all relevant entities under such law and practice. No assurance can be given as to the impact of any possible change to English, Scottish or Cayman Islands law, tax or administrative practice after the Fourth Closing Date.

(c) European Monetary Union It is possible that, prior to the maturity of the Notes, the United Kingdom may become a participating member state in the European Economic Monetary Union and therefore the euro may become the lawful currency of the United Kingdom. In that event, all amounts payable in respect of the sterling denominated Notes may become payable in euro. The provisions of Condition 19 (European Economic and Monetary Union) will, in such circumstances, allow the Issuer to re-denominate each class of sterling denominated Notes in euro and take additional measures in respect of the sterling denominated Notes. The introduction of the euro as the lawful currency of the United Kingdom may result in the disappearance of published or displayed rates for deposits in sterling used to determine the rates of interest on the sterling denominated Notes, or changes in the way those rates are calculated, quoted, published or displayed. If the sterling denominated Notes are outstanding at a time when the euro becomes the lawful currency of the United Kingdom, the Issuer intends to make payment on the sterling denominated Notes in accordance with the then prevailing market practice of payment on such debts. The introduction of the euro could also be accompanied by a volatile interest rate environment, which could adversely affect investors. It cannot be said with certainty what effect, if any, the adoption of the euro by the United Kingdom would have on investors in the Notes.

57 (d) Proposed changes to the Risk-Weighted Asset Framework On 26 June 2004 the Basel Committee on Banking Supervision published the ﬁnal revised framework for the reform of the 1988 Capital Accord. The framework places enhanced emphasis on market discipline. In parallel, the European Commission has published its proposals for reform of the existing EU consolidated Banking Directive and EU Capital Adequacy Directive which are based on the 1988 Capital Accord and apply to banks and investment ﬁrms in the European Union. However these proposals have not yet been adopted as a Directive and may be subject to change. If adopted in their current form, the proposals could affect risk weighting of the Notes in respect of certain investors if those investors are regulated in a manner which will be affected by such proposals. Consequently, prospective purchasers should consult their own advisers as to the consequences to and effect on them of the potential application of the proposals. The Issuer cannot predict the precise effects of potential changes which might result if the proposals were adopted in their current form. The proposals are currently scheduled to be implemented by 1 January 2007, except as regards more advanced approaches to credit and operational risk which would be available by 1 January 2008.

(e) Introduction of International Financial Reporting Standards Under the terms of the Issuer/Borrower Facility Agreement, each Obligor has agreed that the conduct of the future operations and business of the New Securitisation Group will be subject to certain financial covenants (as described in the section entitled Summary of Principal Documents – Issuer/Borrower Facility Agreement below). In addition, certain further provisions of the Transaction Documents contain conditions and/or triggers which are based upon assessments of the financial condition of the business of the New Securitisation Group calculated by reference to the financial statements produced in respect of the Borrower and the New Securitisation Group. These financial and other covenants have been set at levels which are based on the accounting principles, standards, conventions and practices generally accepted in the United Kingdom at the current time and which are adopted by the Securitisation Group. It is possible that any future changes in these accounting principles, standards, conventions and practices which are adopted by the New Securitisation Group may result in significant changes in the reporting of its financial performance. This, in turn, may necessitate that the terms of the financial covenants are renegotiated. The Issuer/Borrower Facility Agreement will provide that should any such change to accounting principles, standards, conventions and practices occur, the Borrower Security Trustee will negotiate and agree such amendments to the financial covenants as may be necessary to grant the Issuer protection comparable to that granted by the financial covenants on the Fourth Closing Date. See also the risk factor above entitled Tax Consequences arising from the Introduction of International Financial Reporting Standards. To the extent that no agreement can be reached as to the required changes, the Obligors will be required to produce financial statements prepared on the basis of the accounting principles, standards, conventions and practices prevailing before such change for the purposes of the financial covenants and to provide a reconciliation between those financial statements and those prepared in accordance with the changed accounting principles, standards, conventions and practices adopted by the New Securitisation Group. In addition, such future changes to accounting principles, standards, conventions and practices may result in changes to the equity and/or subordinated debt capital structure of the New Securitisation Group being required in order to allow the Obligors to make Restricted Payments in circumstances where the Restricted Payment Condition is satisfied (as such terms are defined in the section entitled Summary of Principal Documents – Issuer/Borrower Facility Agreement – Restrictions on Payments outside the New Securitisation Group). Any such changes will, however, only be permitted to the extent that the Borrower Security Trustee determines that such changes would not be materially prejudicial to the Punch Taverns B Secured Parties or if a Rating Confirmation has been provided by the Rating Agencies. The introduction of IFRS and/or the convergence of UK GAAP with IFRS may be events that will necessitate the renegotiation of the terms of the financial covenants.

(f) Forward-looking Statements This document contains certain statements which may constitute forward-looking statements. These forward-looking statements can be identiﬁed by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ‘‘target’’, ‘‘expect’’, ‘‘intend’’, ‘‘believe’’ or other words of similar meaning. By their nature, forward-looking statements are inherently predictive,

58 speculative and involve risk and uncertainty. As such statements are inherently subject to risks and uncertainties, there are a number of factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Such risks and uncertainties include but are not limited to (a) risks and uncertainties relating to the United Kingdom economy, the United Kingdom pub industry, consumer demand, beer consumption levels and government regulation and (b) such other risks and uncertainties detailed herein. All written and oral forward-looking statements attributable to the Punch Group and the Issuer or persons acting on their behalf are expressly qualiﬁed in their entirety by the cautionary statements set forth in this paragraph. Prospective purchasers of the Notes are cautioned not to put undue reliance on such forward-looking statements. Neither the Punch Group nor the Issuer will undertake any obligation to publish any revisions to these forward-looking statements to reﬂect circumstances or events occurring after the date of this document. The Issuer believes that the risks described above are the principal risks inherent in the transaction for Noteholders, but an inability of the Issuer to pay interest, principal or other amounts on or in connection with the Notes may occur for other reasons and the Issuer does not represent that the above statements regarding the risk of holding the Notes are exhaustive. Although the Issuer believes that the various structural elements described in this Offering Circular lessen some of these risks for Noteholders, there can be no assurance that these measures will be sufficient to ensure payment to Noteholders of interest, principal or any other amounts due on or in connection with the Notes on a timely basis or at all.

59 SUMMARY OF PRINCIPAL DOCUMENTS The following is a summary of certain provisions of the principal documents relating to the transactions described herein and is qualiﬁed in its entirety by reference to the detailed provisions of each of the Transaction Documents. (1) Issuer/Borrower Facility Agreement Under the amended and restated Issuer/Borrower Facility Agreement to be dated on or about the Fourth Closing Date (the Issuer/Borrower Facility Agreement), the Issuer will agree, subject to certain conditions precedent, to make available to the Borrower on the Fourth Closing Date the Second New Term Facilities. (a) Second New Term Facilities The following term loan facilities will be made available to the Borrower on the Fourth Closing Date. (i) a new secured term loan facility in aggregate principal amount of £250,000,000 (the Term A7 Facility); (ii) a new secured term loan facility in aggregate principal amount of £250,000,000 (the Term A8 Facility); and (iii) a new secured term loan facility in aggregate principal amount of £125,000,000 (the Term C1 Facility). (b) Deﬁned terms The term Second New Term Facilities shall mean the Term A7 Facility, the Term A8 Facility and the Term C1 Facility. The advances under the Second New Term Facilities shall be Second New Term Advances. The term Term Facilities shall mean each facility made available from time to time under the Issuer/Borrower Facility Agreement. The term Term Advances shall mean the advances from time to time under the Term Facilities. (c) Use of Second New Term Facilities Proceeds The gross proceeds of the issue of the Second New Notes will be £625,000,000. Upon the satisfaction of certain conditions precedent on or prior to the Fourth Closing Date, the Issuer will use the proceeds of the issue in the following manner: (i) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000 (the Term A7 Advance); (ii) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000 (the Term A8 Advance); and (iii) in advancing a new term advance to the Borrower in aggregate principal amount of £125,000,000 (the Term C1 Advance). The Borrower will apply the Second New Term Advances on the Fourth Closing Date in the following manner: (i) in prepaying in full the Class A1 Term Facility on the Fourth Closing Date, less the amount of the Class A1 Term Facility written down in connection with the cancellation of any Class A1 Notes acquired by the Borrower pursuant to the Tender Offer (See Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters – Existing Floating Rate Notes and Existing Fixed Rate Notes – Tender Offers above); (ii) in prepaying in full the Class A2 Term Facility on the Fourth Closing Date, less the amount of the Class A2 Term Facility written down in connection with the cancellation of any Class A2 Notes acquired by the Borrower pursuant to the Tender Offer (See Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters – Existing Floating Rate Notes and Existing Fixed Rate Notes – Tender Offers above); (iii) in prepaying in full the Class A4 Term Facility on the Fourth Closing Date, less the amount of the Class A4 Term Facility written down in connection with the cancellation of any Class A4 Notes acquired by the Borrower pursuant to the Tender Offer (See Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters – Existing Floating Rate Notes and Existing Fixed Rate Notes – Tender Offers above);

60 (iv) in prepaying in full of the Class A5 Term Facility on the Fourth Closing Date (including any premium payable with respect to the early redemption of the Class A5 Notes), less the amount of the Class A5 Term Facility written down in connection with the cancellation of any Class A5 Notes acquired by the Borrower pursuant to the Tender Offer (See Summary of the Transaction and the Terms and Conditions of the Second New Notes and Related Matters – Existing Floating Rate Notes and Existing Fixed Rate Notes – Tender Offers above); (v) in acquiring those Existing Floating Rate Notes in respect of which any Tender Offer made by the Borrower has been accepted following which the Borrower will surrender such Notes to the Issuer for cancellation by way of set-off against the relevant Term Advances; (vi) in acquiring the business, assets and goodwill of the InnSpired Sub-Group and Centrum; (vii) in purchasing the business, assets and goodwill of certain Pubs from PGRP and Jubilee; (viii) in making loans and/or distributions to other companies elsewhere in the Punch Group (including to the companies within the New Securitisation Group); (ix) in paying transaction costs and expenses; and (x) for other purposes of the Punch Group including the acquisition of the Avebury Sub-Group. (d) Conditions Precedent to Drawdown It will be a condition precedent to the Issuer making any of the Second New Term Facilities available to the Borrower on the Fourth Closing Date that the Borrower Security Trustee is satisfied that, inter alia: (a) the Transaction Documents have been duly executed by the parties thereto; (b) the Second New Notes have been issued and the subscription proceeds received by or on behalf of the Issuer; (c) each of the Note Trustee, the Issuer Security Trustee, the PG Security Trustee and the Borrower Security Trustee has consented to the amendments to be made to the Transaction Documents (as applicable) on the Fourth Closing Date on the basis that they are not materially prejudicial to or have been sanctioned by an Extraordinary Resolution of the holders of the Existing Fixed Rate Notes; (d) the Rating Agencies have confirmed to the Issuer Security Trustee and the Borrower Security Trustee that: (i) the Class A7 Notes to be issued by the Issuer for the purpose of financing the Term A7 Facility are assigned ratings of ‘‘AAA’’ by Fitch, ‘‘AAA’’ by S&P and ‘‘Aaa’’ by Moody’s; (ii) the Class A8 Notes to be issued by the Issuer for the purpose of financing the Term A8 Facility are assigned ratings of ‘‘AAA’’ by Fitch, ‘‘AAA’’ by S&P and ‘‘Aaa’’ by Moody’s; (iii) the Class C1 Notes to be issued by the Issuer for the purpose of financing the Term C1 Facilities are assigned ratings of ‘‘BBB’’ by Fitch, ‘‘BBB’’ by S&P and ‘‘Baa3’’ by Moody’s; (iv) no class of Existing Fixed Rate Notes will be downgraded as a result of the proposed issue and (v) the Class B1 Notes and the Class B2 Notes will be upgraded to ‘‘BBB+’’ by Fitch and S&P); (e) delivery has been made of the Overview Report and the Registered Title Reports, written undertakings addressed to the Borrower Security Trustee from the New Securitisation Group’s solicitors (in a form acceptable to the Borrower Security Trustee) to hold the title deeds and documents to the Estate to the order of the Borrower Security Trustee, the Fourth Valuation Certificate and the legal opinions, addressed, in the case of the undertaking to the Borrower Security Trustee and/or its solicitors and in each other case, to, inter alios, the Borrower Security Trustee and the Issuer; (f) deeds of release and discharge and, where appropriate, letters of non-crystallisation have been duly executed or provided in respect of all the existing security and any other security affecting or appearing to affect the Pubs or any part of it; (g) delivery has been made of solvency certificates from each member of the New Securitisation Group; (h) various insurance policies in relation to the Estate, have been assigned by way of security to the Borrower Security Trustee and notice of such assignment has been given to the relevant insurer; and (i) the Transaction Documents that are to be executed on the Fourth Closing Date have been duly executed by the parties thereto.

61 Fourth Valuation Certiﬁcate means the valuation certiﬁcate to be dated 29 July 2005 issued by DTZ, in form and substance satisfactory to the Borrower Security Trustee and MBIA and relating to the valuation of the Estate and addressed to, among others, the Issuer, the Borrower Security Trustee, MBIA, the Arranger and the Lead Managers; Overview Report means the overview report prepared by Slaughter and May dated 29 July 2005 in respect of the Registered Title Reports, in form and substance satisfactory to the Borrower Security Trustee and MBIA; and Registered Title Reports means the registered title reports prepared by TLT, Ford and Warren, Kimbells and Campbell Smith dated on or about 29 July 2005 in respect of a sample of 1083 Pubs in the Estate including all of the leasehold Pubs, in form and substance satisfactory to the Borrower Security Trustee and MBIA.

(e) Interest The rate of interest in respect of the Term A7 Advance will be 4.777 per cent. per annum. The rate of interest in respect of the Term A8 Advance will be: (a) from (and including) the Fourth Closing Date up to (but excluding) the Interest Payment Date falling in June 2015 (the Class A8 Step-Up Date) the aggregate of (i) LIBOR (as defined in the Terms and Conditions of the Notes) and (ii) a margin of 0.29 per cent. per annum (the Term A8 Margin); and (b) from (and including) the Class A8 Step-Up Date, the aggregate of (i) LIBOR (as defined in the Terms and Conditions of the Notes), (ii) the Term A8 Margin and (iii) an additional margin of 0.42 per cent. per annum (the Term A8 Step-Up Margin and that part of any interest referable to the Term A8 Step-Up Margin and any interest accrued thereon being the Term A8 Step-Up Amounts). The rate of interest in respect of the Term C1 Advance will: (a) from (and including) the Fourth Closing Date up to (but excluding) the Interest Payment Date falling in June 2015 (the Class C1 Step-Up Date) the aggregate of (i) LIBOR (as defined in the Terms and Conditions of the Notes) and (ii) a margin of 1.11 per cent. per annum (the Term C1 Margin); and (b) from (and including) the Class C1 Step-Up Date, the aggregate of (i) LIBOR (as defined in the Terms and Conditions of the Notes), (ii) the Term C1 Margin and (iii) an additional margin of 1.65 per cent. per annum (the Term C1 Step-Up Margin and that part of any interest referable to the Term C1 Step-Up Margin and any interest accrued thereon being the Term C1 Step-Up Amounts). The Borrower will be permitted to set-off any net payment owed to it on any Interest Payment Date by the Issuer under the Issuer/Borrower Swap Agreement against its obligation to pay to the Issuer the floating rates of interest on the Term A8 Advance and the Term C1 Advance due on that Interest Payment Date. See further the section entitled Summary of Principal Documents – Issuer/Borrower Swap Agreement below.

(f) Fees Under the Issuer/Borrower Facility Agreement, the Borrower is required to pay: (i) a fee on the Fourth Closing Date to the Issuer in consideration of the Issuer making the Second New Term Advances; and (ii) by way of a fee or otherwise on each relevant Interest Payment Date such amounts as are necessary to enable the Issuer to pay or provide for all other amounts falling due to be paid by the Issuer on that date as described in Summary of Principal Documents – Punch Taverns B Deed of Change – Priorities of Payments below.

(g) Repayment The Term A3 Facility, the Term A6 Facility, the Term A7 Facility, the Term A8 Facility, the Term B1 Facility, the Term B2 Facility and the Term C1 Facility will be repayable in instalments in accordance with, and in the same amounts speciﬁed in the schedules for, the repayment of principal on the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8 Notes, the Class B1 Notes, the Class B2 Notes

62 and the Class C1 Notes and which are set out in Condition 5(b)(i) (subject to such amounts having been prepaid prior to that date as described below). The ﬁnal instalment (subject to such amounts having been prepaid prior that date as described below) therefore will be the instalment due in respect of the Term C1 Facility in June 2035. (h) Prepayment The Borrower will be entitled to prepay, in whole or in part, the Term A3 Facility, the Term A6 Facility, the Term A7 Facility, the Term A8 Facility, the Term B1 Facility, the Term B2 Facility or the Term C1 Facility, subject to satisfaction of certain conditions: (a) the Term A3 Facility is prepayable in an amount equal to the amount required to prepay the Class A3 Notes pursuant to Condition 5(c)(iii)(aa) together with all accrued but unpaid interest on the Term A3 Facility up to (and including) the date of prepayment; and (b) the Term A6 Facility will be prepayable in an amount equal to the amount required to prepay the Class A6 Notes pursuant to Condition 5(c)(iii)(bb) together with all accrued but unpaid interest on the Term A6 Facility up to (and including) the date of prepayment; (c) the Term A7 Facility will be prepayable in an amount equal to the amount required to prepay the Class A7 Notes pursuant to Condition 5(c)(iii)(cc) together with all accrued but unpaid interest on the Term A7 Facility up to (but excluding) the date of prepayment and the fee payable by the Borrower to the Issuer in respect of MBIA Prepayment Fees in respect of the Class A7 Notes to be redeemed using such amounts; (d) the Term A8 Facility will be prepayable in an amount equal to the amount required to prepay the Class A8 Notes pursuant to Condition 5(c)(iii)(dd) together with all accrued but unpaid interest on the Term A8 Facility up to (but excluding) the date of prepayment and the termination payment due to the Issuer in respect of the termination of the Issuer/Borrower Swap Agreement to the extent related to prepayment of the Term A8 Facility and the fee payable by the Borrower to the Issuer in respect of the MBIA Prepayment Fees payable in respect of the Class A8 Notes to be redeemed using such amounts; (e) in respect of the Term B1 Facility, the Term B1 Facility is prepayable in an amount equal to the amount required to prepay the Class B1 Notes pursuant to Condition 5(c)(iii)(ee) together with all accrued but unpaid interest on the Term B1 Facility up to (but excluding) the date of prepayment; (f) in respect of the Term B2 Facility, the Term B2 Facility will be prepayable in an amount equal to the amount required to prepay the Class B2 Notes pursuant to Condition 5(c)(iii)(ff) together with all accrued but unpaid interest on the Term B2 Facility up to (but excluding) the date of prepayment; and (g) in respect of the Term C1 Facility, the Term C1 Facility will be prepayable in an amount equal to the amount required to prepay the Class C1 Notes pursuant to Condition 5(c)(iii)(gg) together with all accrued but unpaid interest on the Term C1 Facility up to (but excluding) the date of prepayment and the termination payment due to the Issuer in respect of the termination of the Issuer/Borrower Swap Agreement to the extent related to prepayment of the Term C1 Facility. Where a Swap Transaction is terminated (in whole or in part) in connection with any prepayment and as a consequence an amount is payable by the relevant Swap Provider to the Issuer, the Issuer will be required to pay by way of fee an amount equal to such amount (less any associated costs of the Issuer) to the Borrower. Conversely, where a Swap Transaction is terminated (in whole or in part) in connection with any prepayment and as a consequence an amount is payable by the Issuer to the relevant Swap Provider, the Borrower will be required to pay by way of fee an amount equal to such amount (plus any associated costs of the Issuer) to the Issuer. Any prepayment of amounts outstanding under any Term Facility (including any Further Term Facility and/or New Term Facility): (i) will take place in accordance with the order of redemption speciﬁed in Condition 5(c)(ii); and (ii) will be applied against the relevant Term Facility in a manner corresponding to that set out in Condition 5(c)(vii). In certain circumstances, as set out in Condition 5(d), the Borrower may prepay the Term Facilities in amounts calculated in accordance with those Terms and Conditions of the Notes. (i) Mandatory prepayment from the Disposal Proceeds Account and the CapEx Account The Borrower shall be obliged to use the net sale proceeds arising from:

63 (a) a Permitted Disposal (the relevant Net Sale Proceeds) or a compulsory purchase to prepay the TermAdvances to the extent that the relevant Net Sale Proceeds or compulsory purchase proceeds remain credited to the Disposal Proceeds Account 18 months after the sale of the Pub which gave rise to the relevant Net Sale Proceeds or compulsory purchase proceeds; and (b) the disposal of Pubs in excess of the restrictions set out below as described in Summary of Principal Documents – Issuer/Borrower Facility Agreement – Permitted Disposals to prepay the Term Advances, in each case such prepayment being made on the Interest Payment Date immediately following the date upon which the relevant disposal proceeds become required to be applied in prepayment of the Term Advances and such prepayment being applied in the order set out in Condition 5(c)(ii). The Borrower shall also be obliged to prepay the Term Advances if any Investment CapEx Shortfall Amount has remained in the CapEx Account for longer than 12 months after the date of deposit, such prepayment being made on the Interest Payment Date immediately following the date upon which the relevant amounts become required to be applied in the order of prepayment of the Term Advances as set out above. In addition, if on any Financial Quarter Date the Debt Service Cover Ratio is less than or equal to X:1, then any amounts by which the aggregate amount standing to the credit of the Disposal Proceeds Account exceeds £10,000,000 shall be applied on the next Interest Payment Date to prepay the Term Advances. If, at the end of the two Financial Quarters immediately following such Financial Quarter Date, the Debt Service Cover Ratio is less than X:1 any amounts by which the aggregate amount standing to the credit of the Disposal Proceeds Account exceeds £5,000,000 at the end of such period of two Financial Quarters shall be used to prepay the Term Advances in each case, as set out above. On receipt of any such prepayment of the Term Advances the Issuer will be required to effect an optional redemption of the relevant class(es) of Notes, corresponding to the Term Advances so prepaid. To the extent that any such prepayment gives rise to the payment of any redemption premium on the Notes or swap termination costs under the Issuer/Borrower Swap Agreement or Second MBIA Prepayment Fees in respect of the Notes to be redeemed using such amounts prepaid, the amount available to effect the prepayment shall be reduced by the amount required to pay any such redemption premium, swap termination costs and Second MBIA Prepayment Fees. For these purposes: X shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 1.60; (b) from (and including) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number speciﬁed in the relevant column in Appendix 5; and (c) thereafter, 1.35.

(j) Effect of purchase of Notes Any purchase of Notes by the Borrower will result in their cancellation by the Issuer and, to the extent of such purchase and cancellation, to the deemed prepayment of the Term Facility. Second MBIA Prepayment Fees may be payable by the Issuer to MBIA upon such purchase of the Notes by the Borrower. There is no restriction in the Issuer/Borrower Facility Agreement on the class or order of Notes that may be so purchased. However, the Borrower will, in the Second Guarantee and Reimbursement Agreement, undertake certain additional restrictions in respect of its ability to purchase Notes without the prior consent of MBIA. See Summary of Principal Documents – Second Guarantee and Reimburse- ment Agreement below.

(k) Reduction of notional amount of Swap Transactions In the event of a prepayment (or deemed prepayment as described above) of amounts outstanding under any Term Facility, the Issuer will be required to reduce the corresponding notional amount of the Swap Transactions and the Borrower will be required to reduce the corresponding notional amount of the

64 relevant Issuer/Borrower Swap Agreement, if the relevant Term Facility is the TermA8 Facility or the Term C1 Facility. The reduction of the notional amount of the Swap Transactions may result in termination payments becoming due and payable. See further Summary of Principal Documents – Issuer/ Borrower Facility Agreement – Prepayment. (l) Withholding Tax In the event of the Borrower having to make any payment subject to a withholding or deduction for or on account of tax, the Borrower is required to make an additional payment to the Issuer so that the total amount received by the Issuer is the amount that would have been received if no withholding or deduction had been required. (m) Representations and Warranties No independent investigation with respect to the matters warranted in the Issuer/Borrower Facility Agreement has been or will be made by the Issuer, MBIA or the Borrower Security Trustee, other than a search on the Fourth Closing Date against each Obligor in the relevant file held by the Registrar of Companies and at the Companies Court in respect of winding-up petitions and in the Register of Inhibitions and Adjudications in Scotland, and searches at the appropriate land registry/land charges registry (or the Scottish equivalent) in respect of the New Pubs. The Issuer/Borrower Facility Agreement will include warranties by each Obligor on the Fourth Closing Date, the effect of breach of which may be limited by a materiality qualification in certain circumstances, as to the following and other matters: (a) due incorporation in respect of each Obligor; (b) all necessary governmental and other consents, approvals, licences, registration, filings, payments of taxes, notarisations required and other approvals, authorisations and notifications necessary to own its property and assets and for the conduct of its business; (c) there being no litigation, arbitration, administrative proceedings or governmental or regulatory investigations, proceedings or disputes commenced or threatened against any Obligor or its assets or revenues; (d) there being no encumbrance existing over all or any of any Obligor’s present or future revenues, undertakings or assets other than certain permitted encumbrances save as revealed in the due diligence reports in relation to property matters to be delivered to the Borrower Security Trustee on or before the Fourth Closing Date; (e) no Borrower Event of Default or Potential Borrower Event of Default having occurred; (f) subject to certain reservations, each security document to which such Obligor is a party creates the security interest which that security document purports to create; (g) the claims of the Punch Taverns B Secured Parties against any Obligor will rank at least pari passu with the claims of all its other unsecured creditors, save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application; (h) save to the extent disposed of as a Permitted Disposal or a Permitted Transaction or as revealed in the relevant due diligence report in relation to property matters or any relevant certificate of title delivered to the Borrower Security Trustee and subject to the security documents, the relevant Obligor is the absolute legal owner and/or the absolute beneficial owner of, and has a good and marketable title in its own name to, its interest in all of the Pubs; (i) no Obligor is aware of any transaction or encumbrance or other event or circumstance created which would require any adverse change to any Certificate of Title (as amended by the Registered Title Reports), the Registered Title Report or the Overview Report if it were to be reissued at the Fourth Closing Date; (j) each of the tenancy agreements is substantially in the form of one or other of the standard form leases used by the Borrower and has not been varied in any way which would have a material adverse effect since its grant; (k) each of the Pubs in the Estate having full ‘‘on’’ liquor licences in full force and effect; (l) each of the material contracts is in full force and effect and constitutes a legal, valid and binding obligation of the parties thereto and is enforceable in accordance with its terms (subject to general equitable principles, the time barring of claims, the rights of creditors and to the laws of insolvency);

65 (m) each insurance policy is in full force and effect and there are no outstanding claims under any such insurance policy which are not expected to be covered by such policies and buildings insurance is maintained in an amount at least equal to the aggregate full replacement cost of the Pubs; (n) it has not received written notification from any competition authority regarding the validity of the tie arrangements in any tenancy agreement or any other agreement, arrangement, concerted practice or conduct in which any Obligor has been involved, nor is it currently a party to, or in receipt of written notification from any party regarding the intention of any such party to commence any proceedings under any competition law to challenge the validity of such tie arrangements; (o) save to the extent disposed of as permitted in the Transaction Documents or as disclosed in the Overview Report and Registered Title Reports or where legal ownership remains held on trust for the Borrower, it is the absolute legal and beneficial owner of, and has good and marketable title in its own name, to its interest in all of the Punch Taverns B Mortgaged Properties in respect of which it purports to create security under the Punch Taverns B Deed of Charge; (p) all information and any statements of fact provided by the Borrower or any other New Securitisation Group Member in connection with the preparation of and/or contained in the Fourth Valuation Certificate, the Overview Report and the Registered Title Report is, and remains in each case, true and accurate in all material respects and there is no other information known to the Borrower or any other member of the New Securitisation Group which would be likely to affect in a material way the impact of the information so supplied; and (q) the reorganisation effected to constitute the New Securitisation Group as described in this Offering Circular has been effected in accordance with the applicable laws and the memoranda and articles of association of each New Securitisation Group Entity. Furthermore, the above warranties will be repeated by each Obligor: (a) on the date on which any Further Term Advance or New Term Advance is made by reference to the documents applicable to such Further Term Advance and/or New Term Advance and any offering circular applicable to any Further Notes and/or New Notes being issued at that time and the facts and circumstances then existing; and (b) in the case of certain of the representations and warranties, on each Interest Payment Date, by reference to the facts and circumstances then existing and subject to the effect of breach being limited by reference to a materiality qualification in certain circumstances. (n) Financial information The Borrower shall deliver to, inter alios, the Borrower Security Trustee, the Principal Paying Agent, the Note Trustee and (prior to the occurrence of an MBIA Termination Event or MBIA Event of Default) MBIA: (a) the audited annual financial statements and related auditor’s reports for the Borrower (where such statutory accounts are required to be produced by law) and the audited consolidated financial statements (including balance sheet, profit and loss and cashflow statements) and related auditor’s reports of the New Securitisation Group for such Financial Year in each case as soon as the same become available but in any event within 120 days after the end of each of its Financial Years; (b) the unaudited semi-annual financial statements for the Borrower as soon as the same become available, but in any event within 120 days after the end of the second Financial Quarter of each of its Financial Years; (c) the unaudited consolidated semi-annual financial statements for the New Securitisation Group which will include the then mark-to-market valuation in relation to the Borrower’s derivative instruments as soon as the same become available, but in any event within 120 days after the end of the second Financial Quarter of each of its Financial Years; and (d) the unaudited consolidated financial statements of the New Securitisation Group as soon as the same become available in respect of the then current Financial Year on a year to date basis from the commencing of the then current Financial Year to the end of such Financial Quarter and also in respect of the Financial Quarter ending on such Financial Quarter Date, but in any event within 45 days after the end of the Financial Quarter. In addition, the Borrower shall produce an investor report (the Investor Report) setting out, inter alia: (a) the consolidated net assets of the New Securitisation Group as at the end of the relevant Financial Quarter;

66 (b) the EBITDA, FCF Covenant, Debt Service, Debt Service Cover Ratio, Excess Cash and Free Cash Flow; (c) whether or not a Borrower Event of Default or Potential Borrower Event of Default has occurred or if it has occurred a description thereof and the action taken or proposed to be taken to remedy it; (d) whether or not the financial covenants (as described in Summary of Principal Documents – Issuer/Borrower Facility Agreement – DSCR Covenant and Net Worth Covenant below) have, when tested at the end of the Financial Quarter, been observed, supported by reasonably detailed calculations; (e) the CapEx Amount and the Investment CapEx Amount in the Financial Quarter to which the Investor Report relates; and (f) whether the Restricted Payments Conditions were satisfied in respect of the Financial Quarter to which the Investor Report relates and the amount of Permitted Restricted Payments made during such Financial Quarter, relating to each of the first and second Financial Quarters of each Financial Year which shall be published on Bloomberg (or such other electronic news services as may be approved by the Note Trustee) within 5 days of the date of publication of the unaudited half yearly financial statements of Punch and the Borrower shall procure that an Investor Report containing such above information relating to each of the third and fourth Financial Quarters of each Financial Year shall be published on Bloomberg (or such other electronic news services as may be approved by the Note Trustee) within 5 days of the date of publication of the audited annual financial statements of Punch. The Borrower shall also produce an Investor Report in relation to the period from the Fourth Closing Date to (and including) 20 August 2005, adjusted as appropriate to reflect such short period. In addition, the Borrower shall, as soon as reasonably practicable, after the same are supplied or made available, furnish the Borrower Security Trustee with such general information as is filed or required to be filed with the Registrar of Companies or to be made generally available through the relevant companies announcement office of any internationally recognized stock exchange in respect of any Obligor, in each case, as the Finance Director of the Borrower, acting in good faith, considers material to the interests of the Punch Taverns B Secured Parties and the Borrower Security Trustee. (o) DSCR Covenant and Net Worth Covenant Under the terms of the Issuer/Borrower Facility Agreement, each of the members of the New Securitisation Group has agreed to conduct its future operations and business subject to a debt service cover ratio covenant and a net worth covenant. These covenants will provide as follows: (a) DSCR Covenant: (i) The ratio of EBITDA to Debt Service (the Debt Service Cover Ratio) calculated as at each Financial Quarter Date (commencing on the second Financial Quarter Date following the Fourth Closing Date) both (i) in respect of the period of two consecutive Financial Quarters ended on such Financial Quarter Date and (ii) in respect of the Relevant Period ended on such Financial Quarter Date shall be not less than D:1 (the Debt Service Cover Ratio Covenant); and (ii) The ratio of Free Cash Flow to Debt Service (the FCF Ratio) calculated as at each Financial Quarter Date (commencing on the second Financial Quarter Date following the Fourth Closing Date) both (i) in respect of the period of two consecutive Financial Quarters ended on such Financial Quarter Date and (ii) in respect of the Relevant Period (only once four Financial Quarters have elapsed after the Fourth Closing Date) ended on such Financial Quarter Date shall be not less than 1.1:1 (the FCF Covenant). In addition to the above, on the first Financial Quarter Date following the Fourth Closing Date, the Debt Service Cover Ratio and the FCF Ratio will be calculated in respect of the period from the Fourth Closing Date to the end of the first Financial Quarter Date following the Fourth Closing Date. Certificates of compliance with the Debt Service Cover Ratio Covenant and the FCF Covenant will be provided within 45 days after the end of the relevant Financial Quarter. (b) Net Worth Covenant: Net Worth will not at any time be less than £125 million (the Net Worth Covenant).

67 The Debt Service Cover Ratio Covenant and the FCF Covenant will be tested after each Financial Quarter by reference to (i) the unaudited consolidated financial statements of the New Securitisation Group for the relevant Financial Quarters, extracts of which are reproduced in the Investor Reports and (ii) by reference to the audited consolidated financial statements of the New Securitisation Group to be delivered by the Borrower to, inter alios, the Borrower Security Trustee within 120 days after the end of each of its Financial Years. The Net Worth is to be tested annually, commencing with the Financial Year ending 20 August 2005, by reference to the most recent audited consolidated financial statements of the New Securitisation Group subject to any necessary adjustment on a continuing basis as demonstrated by the financial statements delivered pursuant to the Issuer/Borrower Facility Agreement. As set out in Summary of Principal Documents — Financial Advisory Services Agreement below, the Borrower Security Trustee may request the Financial Adviser to confirm the calculations of the Borrower required in relation to the financial covenants described above. For these purposes: Accounting Principles means the accounting principles, standards, conventions and practices, from time to time and at any time generally accepted in the United Kingdom and which implement the requirements of the Companies Act 1985 (as amended by the Companies Act 1989) and of any other legislation or regulation, compliance with which is required by law in connection with the preparation of accounts by companies incorporated with limited liability, or compliance with which is generally adopted and practised by such companies in the United Kingdom in effect from time to time and consistently applied; D shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 1.50; (b) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specified in the relevant column in Appendix 5; and (c) thereafter, 1.25. Debt Service means, in respect of any Relevant Period, Financial Quarter, Free Cash Flow Test Period or any other period, the aggregate of all Interest Charges and principal repayments which fell due, or which have fallen due, to be paid by any New Securitisation Group Entity (other than the Issuer) (but which, for the avoidance of doubt, shall not include amounts prepaid in respect of the Term Facilities), during such Relevant Period, Financial Quarter or Free Cash Flow Test Period or other period (as the case may be) pursuant to the Issuer/Borrower Facility Agreement and/or the Punch Taverns B Deed of Charge; EBITDA means, for any Relevant Period, Financial Quarter or Free Cash Flow Test Period as the case may be, the consolidated earnings of the New Securitisation Group calculated in accordance with the Accounting Principles during such period before the deduction of: (a) taxation; (b) any Interest Charges; (c) any amount attributable to amortisation of goodwill or other intangible assets and any deduction for depreciation; and after adjusting to exclude items referred to in (i) to (vi) below: (i) fair value adjustments and other non-cash provisions; (ii) items treated as extraordinary or non-operating exceptional items, as determined by reference to Financial Reporting Standard 3 or any replacement accounting standard thereof; (iii) any dividends declared and payable by any New Securitisation Group Entity to any person who is not a New Securitisation Group Entity; (iv) earnings in respect of any minority interests; (v) any losses or gains arising from a sale of any Punch Taverns B Mortgaged Property; and

68 (vi) any amount attributable to the writing up or writing down of any assets of any New Securitisation Group Entity after the Fourth Closing Date, or, in the case of a company becoming a subsidiary after the Fourth Closing Date, after the date of it becoming a subsidiary; Financial Indebtedness means in relation to any member of the New Securitisation Group at any time any indebtedness incurred (other than between members of the New Securitisation Group) in respect of: (a) the principal amount, and the capitalised element (if any), of money borrowed or raised and debit balances at banks and premiums, if any, and capitalised interest in respect thereof; (b) the principal, premiums (if any) and capitalised interest (or the issue price thereof if issued at a discount) in respect of any debenture, bond note, loan stock or similar debt instrument; (c) liabilities in respect of any letter of credit, standby letter of credit, acceptance credit, bill discounting or note purchase facility and any receivables purchase, factoring or discounting arrangements (save to the extent there is no recourse to such Obligor in respect thereof); (d) rental or hire payments under any finance lease and hire purchase agreement (excluding rental or hire payments in respect of finance leases that were in existence and classified as operating leases under UK GAAP at the Fourth Closing Date); (e) the deferred purchase price of assets or services save for any such arrangement entered into in the ordinary course of trading and having a term not exceeding six months from the date on which the liability was originally incurred; (f) liabilities in respect of any foreign exchange agreement, currency swap or interest purchase or swap or other derivative transactions or similar arrangements (other than the Swap Transactions) provided that where under any applicable law, the parties to any such agreement, swap, transaction or arrangement are entitled to net off their respective liabilities to each other under that or any other agreement, swap, transaction or arrangement, the amount of Financial Indebtedness of the relevant member of the New Securitisation Group shall be the net exposure to the relevant counterparty of the relevant member of the New Securitisation Group under all such agreements, swaps, transactions or arrangements with such counterparty as the relevant member of the New Securitisation Group is entitled under the applicable law to net off against each other (being the net amount payable by such party on termination or closing out of all such arrangements determined on a mark to market basis); (g) all obligations to purchase, redeem, retire, decrease or otherwise acquire for value any share capital of any person or any warrants, rights or options to acquire such share capital pursuant to transactions which in each such case have the commercial effect of borrowing or which otherwise finance its or the New Securitisation Group’s operations or capital requirements; (h) any other transaction having the commercial effect of borrowing entered into by such Obligor (including sale and leaseback transactions); and (i) all Financial Indebtedness of other persons (other than Obligors) of the kinds referred to in paragraphs (a) to (h) above guaranteed or indemnified directly or indirectly in any manner by such Obligor or having the commercial effect of being guaranteed or indemnified directly or indirectly by such Obligor or any other form of financial assurance; Financial Quarter means the period beginning on (and including) the 21 August 2005 and ending on (and including) 10 December 2005 and thereafter each period beginning on (but excluding) a Financial Quarter Date and ending on (and including) the next Financial Quarter Date; Financial Quarter Date means, in respect of the financial year commencing after the Fourth Closing Date, 10 December 2005, 4 March 2006, 27 May 2006 and 19 August 2006 and, thereafter, the date on which the quarterly accounting period of the Borrower ends, being: (a) for the first Financial Quarter, the date which is 16 weeks after the fourth Financial Quarter Date in the immediately preceding Financial Year; (b) for the second Financial Quarter, the date which is 12 weeks after the previous Financial Quarter Date; (c) for the third Financial Quarter, the date which is 12 weeks after the previous Financial Quarter Date; and (d) for the fourth Financial Quarter, the date which is 12 weeks, or, in the case of 53 week Financial Year, 13 weeks after the previous Financial Quarter Date;

69 Financial Year means the 52 week or 53 week (as the case may be) period ending on the Financial Quarter Date falling in August of each year, being, in respect of the Financial Year in which the Fourth Closing Date falls, the 52 week period ending on (and including) 20 August 2005; Free Cash Flow means in respect of any Relevant Period, Financial Quarter, Free Cash Flow Test Period or any other period, EBITDA calculated in respect of such period (A) less the aggregate of (i) all Provisions released during such period, (ii) the Minimum Maintenance CapEx Amount (to the extent not already deducted in calculating EBITDA) and (iii) any net taxes payable in such period (excluding any deferred tax) but (B) plus any Provisions charged during such period; Interest Charges means, in respect of any Relevant Period, Financial Quarter, Free Cash Flow Test Period or other period, the aggregate amount of interest which was payable during such period by any New Securitisation Group Entity (other than the Issuer) in respect of Financial Indebtedness (including any guarantee fees and any other commitment, fronting and similar fees in respect thereof, amounts in the nature of interest, discount charges) plus (without double counting): (a) any amounts paid or payable by the Borrower to the Issuer under the Issuer/Borrower Swap Agreement and/or the Issuer/Borrower Facility Agreement by way of ongoing facility fee in respect of the Swap Agreements entered into between the Issuer and the relevant Swap Providers during the relevant period; (b) any amounts paid by the Borrower by way of ongoing facility fee to the Issuer in respect of guarantee fees paid or payable by the Issuer during the relevant period to MBIA under the Second Guarantee and Reimbursement Agreement in respect of the provision of the Second MBIA Financial Guarantee; (c) any amounts paid by the Borrower by way of ongoing facility fee to the Issuer in respect of commitment fees or interest accrued on any Liquidity Facility Drawing or Liquidity Facility Stand-by Drawing paid or payable by the Issuer to the Liquidity Facility Providers under the Liquidity Facility Agreement during the relevant period; and (d) any amounts in respect of the interest element of rental under finance leases (having excluded any such interest element of finance leases that were in existence and classified as operating leases under UK GAAP at the Fourth Closing Date). less (i) any interest earned by any New Securitisation Group Entity (except the Issuer) on any of its accounts during such period and (ii) any amounts received by the Borrower from the Issuer under the Issuer/Borrower Swap Agreement during the relevant period and excluding: (a) any amounts payable (A) to any other New Securitisation Group Entity (except the Issuer) and (B) any interest paid or payable out of or by way of Permitted Restricted Payments during the relevant period; and (b) amounts payable by the Borrower from Excess Cash as permitted by the Issuer/Borrower Facility Agreement during the relevant period, in respect of any tax liability of the relevant lender resulting from and in respect of the New Subordinated Loan. Net Worth means, in each case calculated on a consolidated basis at the end of New Securitisation Group’s Financial Year, the sum of: (a) the carrying value of the New Securitisation Group’s net assets as shown in the net asset statement delivered pursuant to the Issuer/Borrower Facility Agreement; (b) the outstanding principal amount of the New Subordinated Loan (including all accumulated or capitalised interest thereon); (c) any fully subordinated Financial Indebtedness of any New Securitisation Group Entity provided that, by its terms, any and all amounts due and payable thereunder are serviced out of Permitted Restricted Payments; (d) the deferred tax liability recognised on the revaluation of non-monetary assets; and (e) the fair value of derivative financial instruments included in the net asset statement, which may be a positive or negative amount; Provisions means provisions as determined and calculated in accordance with the Accounting Principles; and

70 Relevant Period means the period of four Financial Quarters (or prior to the fourth Financial Quarter Date following the Fourth Closing Date such number of full Financial Quarters since the Fourth Closing Date) ending on the date in respect of which the relevant calculation falls to be made. (p) Restrictions on Payments outside the New Securitisation Group Save as described below in Restrictions on Activities, the making of distributions and/or loans by Obligors to third parties or any other member of the Punch Group other than an Obligor (an Excluded Group Entity) (except as otherwise permitted by the Transaction Documents) and/or payments or prepayments under any subordinated debt out of cash within the New Securitisation Group (Restricted Payments) will be restricted save as set out below: (a) prior to the security under the Punch Taverns B Deed of Charge becoming enforceable the Obligors will be permitted to make Restricted Payments (ignoring, for these purposes, the Restricted Payments to be made as described in paragraph (b) below) (each such amount being a relevant amount) on any date during a Free Cash Flow Test Period. Excess Cash in respect of such Free Cash Flow Test Period may be used (such date being a Restricted Payment Date)byaNew Securitisation Group Entity to make Restricted Payments for so long as and to the extent that the following conditions are satisﬁed (the Restricted Payment Conditions): (i) no Borrower Event of Default or Potential Borrower Event of Default has occurred and is subsisting or would occur as a result of such Restricted Payment being made; (ii) the Debt Service Cover Ratio calculated as at the immediately preceding Financial Quarter Date, both (A) in respect of the Financial Quarter ended on such Financial Quarter Date and (B) in respect of the Relevant Period ended on such Financial Quarter Date was greater than R:1; (iii) the payment would not result in the amount equal to the balance standing to the credit of the Collection Account less (i) an amount equal to the then debit balance of the Operating Account and (ii) an amount equal to the aggregate of amounts estimated by the Borrower to be payable in the ordinary course of business by the New Securitisation Group Entities during the period commencing on (and including) the Restricted Payment Date and ending on (and including) the immediately following Interest Payment Date less the aggregate of amounts estimated by the Borrower to be receivable in the ordinary course of business by the New Securitisation Group Entities during such period, being less than zero; and (iv) the amount of the Restricted Payment when made does not exceed the then Available Excess Cash Amount, any payment made in accordance with the above and any payment permitted under paragraph (b) below being a Permitted Restricted Payment. (b) Notwithstanding paragraph (a) above, the following Restricted Payments may be made on any day from Excess Cash: (i) a payment by the relevant Obligor of an amount equal to an amount of tax due and payable on the accrual of interest, or that would have been due and payable but for relief claimed under Chapter IV of Part X of the Income and Corporation Taxes Act 1988 by the recipient of such interest on the New Subordinated Loan; (ii) a payment by the Borrower in amounts in total equal to payments under certain indemnities given by the Borrower in connection with the acquisition by the Borrower of the businesses of such companies (the Hive-Across Indemnities) and/or any indemnity payable under the Transaction Documents and/or Material Contracts to the extent not provided for in the Punch Taverns B Deed of Charge - Priority of Payments; and (iii) a payment to any Excluded Group Entity in consideration for the surrender of any amounts which are available for surrender by that Excluded Group Entity by way of group relief subject to and in accordance with the applicable provisions of the Tax Deed of Covenant; provided that the conditions in paragraphs (a)(i), (iii) and (iv) are also satisﬁed at the relevant time in relation to such Restricted Payment. In addition, in certain circumstances, the Tax Deed of Covenant will restrict the ability of the New Securitisation Group to make Restricted Payments to the extent of any requirement to fund a stamp duty reserve.

71 For these purposes: Available Excess Cash Amount means at any time during a Free Cash Flow Test Period an amount equal to Excess Cash calculated for such Free Cash Flow Test Period less the aggregate of all amounts of Excess Cash previously applied by New Securitisation Group Entities during such Free Cash Flow Test Period in accordance with the Issuer/Borrower Facility Agreement; Cash Flow Test Date means 5 March 2006 and thereafter the day following each Financial Quarter Date falling at the end of the second and the fourth Financial Quarters of each Financial Year; Excess Cash means as at any Cash Flow Test Date (the Relevant Cash Flow Test Date) and in respect of the Free Cash Flow Test Period commencing on the Relevant Cash Flow Test Date, the aggregate of: (a) the amount calculated as being the amount which when deducted from Free Cash Flow in respect of the Free Cash Flow Test Period immediately preceding the Relevant Cash Flow Test Date would result in the ratio of (i) Free Cash Flow for such immediately preceding Free Cash Flow Test Period less such amount to (ii) the Debt Service (calculated in respect of the Free Cash Flow Test Period immediately preceding the Relevant Cash Flow Test Date) being equal to R(FCF):1 (the FCF Test) (such amount being referred to herein as Current Period Excess Cash); (b) (1) if the Debt Service Cover Ratio calculated as at the Relevant Cash Flow Test Date and each of N immediately preceding Cash Flow Test Dates both in respect of the two consecutive Financial Quarters ended on each such Cash Flow Test Dates and in respect of the Relevant Period ended on each such Cash Flow Test Dates is or has been, greater than R:1, an amount equal to (A - B) and (2) at all other times an amount equal to: (A − B) N in each case where: A is the cumulative total of all amounts of Current Period Excess Cash calculated for each Free Cash Flow Test Period calculated on the basis that the FCF Test is 1.0:1 in the period between the Fourth Closing Date and the Cash Flow Test Date immediately preceding the Relevant Cash Flow Test Date; B is the aggregate of all amounts of Excess Cash applied in accordance with the Issuer/Borrower Facility Agreement during the period commencing on (and including) the Fourth Closing Date and ending on (but excluding) the Relevant Cash Flow Test Date; and N is the lesser of (i) 6 and (ii) the number of Cash Flow Test Dates since the Fourth Closing Date; and (c) any amounts received by the Borrower in respect of a sale of intangible assets and taxation refunds, provided that in respect of the first Free Cash Flow Test Period only, Excess Cash will be an amount equal to £20,000,000 (of which at least £10,000,000 shall be spent by the Borrower on Investment CapEx Amounts to the extent permitted) but thereafter, when calculating Excess Cash on any Cash Flow Test Date subsequent to the Cash Flow Test Date on 5 March 2006, the amount of Excess Cash in respect of the first Free Cash Flow Test Period shall be the actual amount of Excess Cash generated in the first Free Cash Flow Test Period and calculated as at the Cash Flow Test Date on 5 March 2006; Free Cash Flow Test Period means the period commencing on (and including) the Fourth Closing Date and ending on (but excluding) 5 March 2006 and thereafter each period commencing on (and including) a Cash Flow Test Date and ending on (but excluding) the next following Cash Flow Test Date; R shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2006, 1.80; (b) from (but excluding) the Financial Quarter Date falling in August 2006 up to (and including) the Financial Quarter Date falling in August 2007, 1.85; (c) from (but excluding) the Financial Quarter Date falling in August 2007 up to (and including) the Financial Quarter Date falling in August 2008, 1.85; (d) from (but excluding) the Financial Quarter Date falling in August 2008, up to (and including) the Financial Quarter Date falling in August 2009, 1.85;

72 (e) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specified in the relevant column in Appendix 5; and (f) thereafter, 1.50; and R (FCF) shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 1.30; (b) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specified in the relevant column in Appendix 5; and (c) thereafter, 1.10. (q) Capital Expenditure The Issuer/Borrower Loan Facility Agreement contains certain provisions in relation to capital expenditure. (i) Minimum Maintenance CapEx Amounts The Borrower shall be required to expend, in each Semi-Annual Period, CapEx Amounts at least equal to the Minimum Maintenance CapEx Amount out of Excess Cash or its other cash resources (but excluding, for the avoidance of doubt, amounts standing to the credit of the Disposal Proceeds Account). If the Borrower expends CapEx Amounts greater than the Minimum Maintenance Capex Amount in a Semi-Annual Period, then the Minimum Maintenance CapEx Amount in relation to the immediately following Semi-Annual Period only (and, for the avoidance of doubt, no subsequent Semi-Annual Period) shall be reduced by that excess (provided that the Minimum Maintenance CapEx Amount in relation to that following period shall not be an amount less than zero). If at the end of each Semi-Annual Period, there is a Maintenance CapEx Shortfall, the Borrower shall pay such Maintenance CapEx Shortfall in respect of such Semi-Annual Period into a designated account of the Borrower (the CapEx Account) in accordance with the Punch Taverns B Deed of Charge and the Issuer/Borrower Facility Agreement. Such Maintenance CapEx Shortfall is to be used first on CapEx Amounts which should have been spent in such preceding Semi-Annual Period before the then current Semi-Annual Period’s Minimum Maintenance CapEx Amount must be spent. For the avoidance of doubt, the Minimum Maintenance CapEx Amount in a Semi-Annual Period that the Borrower is required to spend in that Semi-Annual Period shall not be reduced by the amount standing to the credit of the CapEx Account. (ii) Investment CapEx Amounts From the Fourth Closing Date to the Financial Quarter Date falling in August 2009, the Issuer/Borrower Facility Agreement will permit the Borrower to incur Investment CapEx Amounts on any date during a Free Cash Flow Test Period out of Excess Cash calculated on the relevant Cash Flow Test Date in respect of such Free Cash Flow Test Period, provided that (i) any Investment CapEx Amount so expended does not exceed the then Available Excess Cash Amount, (ii) Investment CapEx Amounts are only permitted to be expended if the Peak Debt Service Ratio calculated as at the relevant Cash Flow Test Date is at least equal to 1.1:1. and (iii) it is not funded from amounts standing to the credit of the Disposal Proceeds Account. If the Peak Debt Service Ratio is less than 1.1:1, no Investment CapEx Amounts shall be permitted to be incurred until such time as the Peak Debt Service Ratio is equal to or greater than 1.1:1 at the relevant Cash Flow Test Date upon which the Peak Debt Service Ratio is calculated. During each Semi-Annual Period up to and including the Semi-Annual Period ending in August 2009, if the Borrower does not spend at least the Minimum Investment CapEx Amount in each such Semi-Annual Period or is not permitted to spend Investment CapEx Amounts as a result of the Peak Debt Service Ratio being less than 1.1:1 or the Weighted Average Return in respect of CapEx Amounts falls below Z per cent., the shortfall amount not so expended or permitted to be expended (the Investment CapEx Shortfall Amount) will be required to be deposited into the CapEx Account. If the Borrower expends Investment CapEx Amounts greater than the Minimum Investment Capex Amount in a Semi-Annual Period, then the Minimum Investment CapEx Amount in relation to the immediately following Semi-Annual Period only (and, for the avoidance of doubt, no subsequent Semi-Annual Period)

73 shall be reduced by that excess (provided that the Investment CapEx Amount in relation to that following period shall not be an amount less than zero). Such Investment CapEx Shortfall Amounts may be withdrawn during subsequent Semi-Annual Periods and applied as Investment CapEx Amounts by the Borrower only once the Investment CapEx Amount in respect of the relevant subsequent Semi-Annual Period has been expended in full, subject to the conditions relating to such expenditure being satisfied at the relevant time. If any Investment CapEx Shortfall Amount has remained in the CapEx Account for longer than 12 months after the date of deposit, the Borrower will be required to apply such Investment CapEx Shortfall Amount in making a prepayment of the Term Advances in accordance with the provisions of the Issuer/Borrower Facility Agreement and the Punch Taverns B Deed of Charge. (iii) CapEx post August 2009 After the Semi-Annual Period ending in August 2009, the Borrower shall be permitted to incur CapEx Amounts in excess of the Minimum Maintenance CapEx Amount out of (i) Excess Cash calculated on the relevant Cash Flow Test Date in respect of such Free Cash Flow Test Period, provided that such CapEx Amounts in excess of the Minimum Maintenance Capex Amount so expended do not exceed the then Available Excess Cash Amount or (ii) it is funded from the Disposal Proceeds Account. The Borrower will however, only be permitted to apply amounts standing to the credit of the Disposal Proceeds Account in respect of CapEx Amounts after the Semi-Annual Period ending in August 2009, if the Weighted Average Return in respect of the relevant WAR Period, is equal to or in excess of Z per cent. as described below and the other conditions to a withdrawal from such account for such purposes as set out in paragraph (v)(ii) of Other Covenants – Cash Flow Collections – Disposal Proceeds Account below are satisfied. (iv) Weighted Average Return The Borrower will be required to calculate the weighted average return (the Weighted Average Return) as at the second Financial Quarter Date following each Semi Annual Period (the WAR Test Date) on all CapEx Amounts spent on all trading Pubs during the four most recent Semi-Annual Periods ending prior to (but excluding) the Test Date (but not earlier than the Fourth Closing Date) or in the case of the period from and including the Fourth Closing Date to and including the Financial Quarter Date falling in August 2007, during the number of months elapsed since the Fourth Closing Date (each such period being the WAR Period). Except as described above for Semi-Annual Periods ending after August 2009, if the Weighted Average Return falls below Z per cent., no Investment CapEx Amounts shall be permitted to be incurred and no amounts standing to the credit of the Disposal Proceeds Account shall be expended in respect of CapEx Amounts, until such time as either (i) the Weighted Average Return over a WAR Period is equal to or in excess of Z per cent. or (ii) the Borrower obtains the prior written consent of the Borrower Security Trustee in relation to the recommencement of such expenditure and (prior to the occurrence of an MBIA Termination Event or MBIA Event of Default) MBIA approve the recommencement of such expenditure. The Borrower will certify the Weighted Average Return for each WAR Period within 45 days of the Financial Quarter Date on which the Weighted Average Return is calculated in respect of the WAR Period and the CapEx Amounts expended in respect of each Semi Annual Period in a certificate provided to the Borrower Security Trustee within 45 days of the end of each such Semi Annual Period. (v) Definitions For these purposes: Annualised Contribution of a Pub means: (a) in respect of a Pub that has been trading for at least 13 4-week financial periods after the expenditure on it of CapEx Amounts, the unaudited Outlet EBITDA of the Pub for the most recent 13 4-week financial periods of trading during the WAR Period; or (b) in respect of a Pub that has been trading for less than 13 4-week financial periods during the WAR Period following the expenditure on it of CapEx Amounts, the amount shall be calculated as follows: D E

74 where: D is the unaudited Outlet EBITDA for the Pub for the number of complete 4-week financial periods of trading following the expenditure on it of CapEx Amounts, N, and where N must equal at least 1 (provided that where N is less than 1 the Relevant Pub and the CapEx Amount incurred in respect thereof shall not be included in the calculation of the Weighted Average Return); and E is the fraction of the total unaudited Outlet EBITDA during the previous Financial Year of all the Pubs in the Estate (excluding any Pubs acquired or disposed of in the previous Financial Year), represented by the total unaudited Outlet EBITDA of all the Pubs in the Estate during the financial period comprising N; CapEx means capital expenditure in the repair, renewal and maintenance of the internal and external fabric of the Punch Taverns B Mortgaged Properties and their fixtures and fittings (excluding for the avoidance of doubt exceptional items) and/or any enhancements to or improvements in value of any of the Punch Taverns B Mortgaged Properties; Current FCF means Free Cash Flow in respect of the Relevant Period ending on the relevant Financial Quarter Test Date; CapEx Amount means an amount incurred in respect of CapEx by the Borrower in accordance with the Issuer/Borrower Facility Agreement; Financial Quarter Test Date means the Financial Quarter Date falling at the end of each Semi-Annual Period, commencing on the fourth Financial Quarter Date following the Fourth Closing Date; Investment CapEx Amount means CapEx Amounts in excess of the Minimum Maintenance CapEx Amount; Minimum Investment CapEx Amount means in respect of each Semi-Annual Period an Investment CapEx Amount in total equal to £10,000,000; Minimum Maintenance CapEx Amount means in respect of each Semi-Annual Period a CapEx Amount in total equal to £500 adjusted upwards at the start of each Financial Year in accordance with the percentage increase in the UK retail prices index since the start of the last Financial Year multiplied by the total number of Pubs forming part of the Estate at the start of such Financial Year; Maintenance CapEx Shortfall in respect of a Semi-Annual Period means such portion (if any) of the Minimum Maintenance CapEx Amount in respect of such Semi-Annual Period as is neither expended on CapEx during such Semi-Annual Period nor credited to the CapEx Account at the end of such Semi-Annual Period; Peak Debt Service means £112,000,000; Peak Service Debt Ratio means the ratio of Current FCF to Peak Debt Service; Semi-Annual Period means the period of two consecutive Financial Quarters being either the first and second Financial Quarter or the third and fourth Financial Quarter in a Financial Year; Weighted Average Return is calculated as follows: (A − B) C where: A is the unaudited Annualised Contribution of the trading Pubs on which CapEx Amounts have been expended during the relevant WAR Period (the Relevant Pubs); and B is the unaudited Outlet EBITDA, calculated in respect of the 13 4-week periods ended prior to the date of commencement of the works in respect of which such CapEx Amounts have been expended, of the Pubs on which CapEx Amounts have been expended during the relevant WAR Period; and C is the aggregate of all CapEx Amounts actually expended by the Borrower during the relevant WAR Period on the Relevant Pubs; and Z shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 15 (which the Borrower Security Trustee is not permitted to consent to any downward adjustment); and

75 (b) thereafter, 12. (r) Permitted Disposals Pursuant to the terms of the Issuer/Borrower Facility Agreement and the Punch Taverns B Deed of Charge, the Borrower will undertake in favour of the Borrower Security Trustee not to complete the disposal of any Punch Taverns B Mortgaged Property or any of its other assets or undertakings without the prior written consent of the Borrower Security Trustee. The consent of the Borrower Security Trustee will not be unreasonably withheld or delayed if the Borrower Security Trustee has received written conﬁrmation from the Borrower that no Borrower Event of Default or Potential Borrower Event of Default has occurred and is subsisting at the time of the relevant disposal and the applicable following conditions are satisﬁed in respect of Punch Taverns B Mortgaged Properties (Permitted Disposals): (a) the Outlet EBITDA of the Pub proposed to be disposed of calculated (x) (where the date of completion of the proposed disposal (the Proposed Disposal Date) is prior to the fourth Financial Quarter Date following the Fourth Closing Date) in respect of the 52 week period ended on the later to have occurred prior to the date of such disposal of (1) the Fourth Closing Date and the (2) Financial Quarter Date immediately preceding the Proposed Disposal Date and (y) (at all other times) in respect of the Relevant Period ending on the Financial Quarter Date immediately preceding the Proposed Disposal Date, when aggregated with the Outlet EBITDA of all Pubs disposed of by the Borrower in the Relevant Period ending on the Financial Quarter Date immediately preceding the date on which the Proposed Disposal Date falls calculated for each such Pub in respect of (x) (where the Proposed Disposal Date is prior to the fourth Financial Quarter Date following the Fourth Closing Date) in respect of the 52 week period ended on the later to have occurred prior to the date of such disposal of (1) the Fourth Closing Date and (2) the Financial Quarter Date immediately preceding the Proposed Disposal Date and (y) (at all other times) the Relevant Period ending on the Financial Quarter Date immediately preceding the date of disposal of such Pub, does not exceed 10 per cent. of: (i) in respect of any disposal proposed to be made during the period commencing on the Fourth Closing Date and ending on (and including) 19 August 2006, £171,600,000 (the Closing Outlet EBITDA); and (ii) in respect of any disposal proposed to be made after 19 August 2006, the total Outlet EBITDA in the Relevant Period ending on the Financial Quarter Date immediately preceding the date on which the Proposed Disposal Date falls in respect of all Pubs forming part of the Estate during such Relevant Period; and (b) the Outlet EBITDA of the Pub proposed to be disposed of calculated (x) (where the Proposed Disposal Date is prior to the fourth Financial Quarter Date following the Fourth Closing Date) in respect of the 52 week period ended on the later to have occurred prior to the date of such disposal of (1) the Fourth Closing Date and (2) the Financial Quarter Date (other than the Fourth Closing Date) immediately preceding the Proposed Disposal Date and (y) (at all other times) in respect of the Relevant Period ending on the Financial Quarter Date immediately preceding the Proposed Disposal Date, when aggregated with the Outlet EBITDA of all Pubs disposed of by the Borrower since the Fourth Closing Date calculated for each such Pub in respect of (x) (where the Proposed Disposal Date is prior to the fourth Financial Quarter Date following the Fourth Closing Date) in respect of the 52 week period ended on the later to have occurred prior to the date of such disposal of (1) the Fourth Closing Date and (2) the Financial Quarter Date (other than the Fourth Closing Date) immediately preceding the Proposed Disposal Date and (y) (at all other times) the Relevant Period ending on the Financial Quarter Date immediately preceding the date of disposal of such Pub, does not exceed 25 per cent. of: (i) in respect of any disposal proposed to be made during the period commencing on the Fourth Closing Date and ending on (and including) 19 August 2006, the Closing Outlet EBITDA; and (ii) in respect of any disposal proposed to be made after 19 August 2006, the total Outlet EBITDA for the Revelant Period ending on the Financial Quarter Date immediately preceding the date on which the Proposed Disposal Date falls in respect of all Pubs forming part of the Estate during such Relevant Period; (c) the Net Pub Sales Proceeds are deposited in the Disposal Proceeds Account; and (d) the Borrower takes all reasonable steps necessary to obtain the best price reasonably obtainable for any Pub disposed of having regard to the prevailing market conditions and all relevant circumstances in relation to such Pub which may affect such price.

76 The consent of the Borrower Security Trustee will also not be unreasonably withheld or delayed in respect of a disposal of any amount of Pubs in excess of the conditions in (a) and (b) above if the Borrower Security Trustee has received written confirmation from the Borrower that no Borrower Event of Default or Potential Borrower Event of Default has occurred and is subsisting at the time of the relevant disposal and the Borrower Security Trustee is satisfied that the aggregate Net Pub Sale Proceeds of all of the relevant Pubs disposed of will be in an amount sufficient to repay or Defease a ‘‘required amount’’ of the principal amount outstanding of the Notes plus any amounts payable in connection with any related Swap Transactions and any Second MBIA Prepayment Fees in respect of the Notes to be repaid (such repayment or defeasance of Notes to be effected only in accordance with the order set out in Condition 5(c)(ii)) unless the prior written consent of the Note Trustee and MBIA is obtained. In this circumstance, the ‘‘required amount’’ to be repaid will be calculated by multiplying the then principal amount outstanding of the Notes by the Outlet EBITDA of that part of the Estate so sold calculated in respect of the Relevant Period ending on the immediately preceding Financial Quarter Date and dividing the product by the aggregate Outlet EBITDA of all Pubs forming part of the Estate during such Relevant Period calculated in respect of the Relevant Period ending on the immediately preceding Financial Quarter Date and adding 10 per cent. of the resulting total to such total plus any redemption premium payable by the Issuer in connection with any such redemption and all interest accrued to the date of redemption. For these purposes: Defease means an arrangement approved by the Note Trustee and MBIA (in respect of any defeasance of the Class A7 Notes and the Class A8 Notes and provided that no MBIA Termination Event or MBIA Event of Default has occurred and is continuing) under which Net Pub Sale Proceeds are deposited in the name of the Note Trustee with an appropriately rated institution, in a trust (defeasance trust) for the benefit of the holders of the relevant classes of Notes in an amount that will be sufficient, in the opinion of a nationally recognised firm of independent public accountants or an internationally recognised financial institution approved by the Note Trustee, to pay the principal of, and interest, and additional amounts, if any, on the relevant class(es) of Notes in relation to which such arrangement has been effected, payable on each Interest Payment Date falling after the date on which such arrangements first take effect. Such amount deposited pursuant to such arrangements will be held in cash sterling deposits, non-callable UK government gilts or treasury stock, or a combination of the foregoing. The terms of the trust will provide that the trust property (comprising the relevant Net Pub Sale Proceeds and interest thereon) may only be applied to repay principal, interest and additional amounts, if any, on the relevant classes of Notes when due and payable for as long as such amounts are due and payable; Net Pub Sales Proceeds means the proceeds of the sale of any Pub less required transaction costs including, without limitation, legal fees, agency fees and taxes; and Outlet EBITDA means EBITDA for a particular Pub or Permitted Business calculated on the basis of the earnings of that Pub or Permitted Business (as the case may be) but disregarding any centralised overheads or costs, and any provisions or payments in respect of taxation of the New Securitisation Group. (s) Permitted Acquisitions The Borrower will only be permitted to acquire a Permitted Business (a Permitted Acquisition) provided that: (a) no Borrower Event of Default or Potential Borrower Event of Default has occurred and is subsisting; and (b) such acquisition is made on arm’s length terms or, if not on arm’s length terms, is on terms more advantageous for the Borrower or the relevant New Securitisation Group Entity than arm’s length taken as a whole; and (c) in relation to any acquisition made on or after the first Financial Quarter Date following the Fourth Closing Date only, either the Debt Service Cover Ratio as at the immediately preceding Financial Quarter Date both in respect of the period of two consecutive Financial Quarters ended on such Financial Quarter Date (but in respect of an acquisition made prior to the third Financial Quarter Date following the Fourth Closing Date, in respect of the first Financial Quarter following the Fourth Closing Date only) and in respect of the Relevant Period ended on such Financial Quarter Date (1) was not less than X:1 or (2) if as at the immediately preceding Financial Quarter Date was less than X:1, the Independent Consultant has approved in writing such acquisition; and

77 (d) either (i) the Borrower Security Trustee is satisfied that: (i) the acquisition is financed in full or in part out of a Further Term Advance or a New Term Advance; and/or (ii) the acquisition is financed in full or in part out of moneys standing to the credit of the Disposal Proceeds Account provided that: (A) the Average Expected Gross Yield of the Permitted Business to be acquired (in the case of any Permitted Business in respect of which the purchase price is equal to or greater than £1,000,000, as certified by a qualified independent third party to the Borrower Security Trustee (with a copy to the Rating Agencies and (prior to the occurrence of an MBIA Termination Event or MBIA Event of Default) MBIA) is not less than 8.7 per cent.; and (B) the Average Expected Gross Yield of all Permitted Businesses acquired (excluding for the avoidance of doubt, the Permitted Business proposed to be acquired) (a) where the date of the proposed acquisition is on or after the first anniversary of the Fourth Closing Date, during the 12 month period ending on the date of the proposed acquisition or (b) where the date of the proposed acquisition is prior to the first anniversary of the Fourth Closing Date, during the period from (and including) the Fourth Closing Date to (and including) the date of the proposed acquisition, is not less than 9.5 per cent.; and (C) where the acquisition is to be made by the Borrower after the date falling 18 months after the date upon which the first Permitted Acquisition was made by the Borrower after the Fourth Closing Date, Outlet EBITDA for the Relevant Period ended on the immediately preceding Financial Quarter Date calculated in respect of all Eligible Permitted Businesses other than those Eligible Permitted Businesses which were acquired by the Borrower more than 66 months prior to the relevant Financial Quarter Date, divided by the sum of (i) the aggregate purchase price paid for such Eligible Permitted Businesses and (ii) the aggregate capital expenditure incurred by the Borrower in respect of such Eligible Permitted Businesses was not as at the immediately preceding immediately preceding Financial Quarter Date less than 9.5 per cent. (the Historic Acquisition Condition); and/or (iii) the acquisition is financed in full or in part out of Excess Cash provided that either the Profitability Conditions are satisfied, or the Restricted Payments Conditions are satisfied and the amount of Excess Cash applied or to be applied in respect of such acquisition does not exceed the then Available Excess Cash Amount; and (iv) (1) the Borrower Security Trustee is granted security over the Permitted Business; (2) legal opinions as to the validity and enforceability of such security are provided to the Borrower Security Trustee, such opinions to be in form and substance satisfactory to the Borrower Security Trustee; (3) a certificate of title is obtained in respect of any real or heritable property to be acquired, such certificate to be in form and substance satisfactory to the Borrower Security Trustee; and (4) the Borrower Security Trustee has been provided with a valuation of the Permitted Business from a reputable valuer satisfactory to it, such valuation to be as a date being not more than 24 months prior to the date of the proposed acquisition and to be prepared on the basis as if the Permitted Business were part of the Estate, or, (ii) payment of the purchase price in respect of such Permitted Business is deferred or otherwise left outstanding until such time as the Borrower Security Trustee is satisfied that each of the conditions set out in (i) to (iv) above is satisfied provided that, in such circumstances, the Borrower Security Trustee is satisfied that (A) the Average Expected Gross Yield of the Permitted Business to be acquired is not less than 8.7 per cent. and (B) the Average Expected Gross Yield of all Permitted Businesses acquired (excluding for the avoidance of doubt, the Permitted Business proposed to be acquired) (a) where the date of the proposed acquisition is on or after the first anniversary of the Fourth Closing Date, during the 12-month period ending on the date of the proposed acquisition or (b) where the date of the proposed acquisition is prior to the first anniversary of the Fourth Closing Date, during the period from (and including) the Fourth Closing Date to (and including) the date of the proposed acquisition, is not less than 9.5 per cent. If at any time the Debt Service Cover Ratio is less than or equal to 1.5:1, the Borrower agrees that the calculation of the Average Expected Gross Yield of any Permitted Business proposed to be acquired

78 shall be confirmed by a qualified independent third party. If at any time the Debt Service Cover Ratio is less than or equal to 1.35:1, the Borrower agrees that the calculation of the Average Expected Gross Yield of any Permitted Business proposed to be acquired shall be confirmed by the Independent Consultant. For these purposes: Average Expected Gross Yield means in respect of any Permitted Business or Permitted Businesses, an estimate, made by the Borrower of the Outlet EBITDA for such Permitted Business or Permitted Businesses which, in the Borrower’s reasonable opinion (assuming that any capital expenditure intended to be incurred in the 12 month period immediately following the completion of the acquisition by the Borrower of such Permitted Business or Permitted Businesses (as the case may be) has been incurred and disregarding any initial letting costs or rent-free periods), would be receivable by the Borrower from the relevant Permitted Business or Permitted Businesses (as the case may be) for the 12 month period immediately following the completion of the acquisition of the Permitted Business or Permitted Businesses (as the case may be) by the Borrower, divided by the aggregate of (i) the gross purchase price (less any fixtures and fittings sold on to the Tenant post-acquisition) of the acquired Permitted Business or Permitted Businesses (as the case may be) and (ii) an amount equal to any capital expenditure intended to be incurred in the 12 month period immediately following the completion of the acquisition by the Borrower of such Permitted Business or Permitted Businesses (as the case may be), expressed as a percentage; Eligible Permitted Business means any Permitted Business acquired by the Borrower since or on the Fourth Closing Date and which has been part of the Estate for a period of not less than 18 months and which continues to be part of the Estate; Profitability Conditions means the conditions for the acquisition of a Permitted Business set out in (d)(ii)(A) and (B) above; and X shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 1.60; (b) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specified in the relevant column in Appendix 5; and (c) thereafter, 1.35. (t) Restrictions on Activities The New Securitisation Group Entities will also be restricted from carrying on certain activities including the following: (a) making or permitting disposals (other than Permitted Disposals, as to which see Summary of Principal Documents – Issuer/Borrower Facility Agreement – Permitted Disposals above) of: (i) fixed tangible assets not being a Punch Taverns B Mortgaged Property by a New Securiti- sation Group Entity if the value of the aggregate net consideration received by such New Securitisation Group Entity in respect of such disposal and all other such disposals by the New Securitisation Group Entity over the immediately preceding 12 month period would exceed £500,000; and (ii) any single asset not being a Punch Taverns B Mortgaged Property, a fixed tangible asset or a cash generating asset where the proceeds of such sale would exceed £250,000, (save for any disposal of any worn-out, excess to requirements or obsolete assets provided that such are not required for the efficient operation of its business and any disposal of stock in trade or fixtures and fittings by a New Securitisation Group Entity in its ordinary course of trade) provided that any such disposal not so restricted is made on arm’s length terms; (b) engaging in any activity whatsoever which is not a Permitted Business or incidental to or necessary in connection with any of the activities which the Transaction Documents provide or envisage that the Borrower will engage in; (c) having any subsidiary or subsidiary undertaking (as defined in the Companies Act 1985) other than any New Subsidiary acquired by the Borrower in accordance with the Issuer/Borrower Facility Agreement;

79 (d) entering into any binding contract or arrangement or understanding (not being in respect of a Permitted Acquisition or a Permitted Disposal or any other activity otherwise permitted under the Transaction Documents) with any Connected Third Party the consideration under which whether by way of a single payment or in aggregate exceeds £1,000,000 without giving prior notice to the Borrower Security Trustee; (e) amending, varying, waiving or modifying any of the material terms of, or terminating, the Management Services Agreement (save to the extent that any amendment, variation, waiver or modification of any term thereof would have a more advantageous result for the Borrower than an adherence to the relevant term or such modification would not have a material adverse effect) or which does not directly or indirectly affect the rights of the Borrower or the obligations of the Borrower; (f) amending, varying, waiving or modifying any of the material terms of, or terminating, the Supply Agreements if such amendment, variation, waiver or modification would have a material adverse effect; or (g) entering into any further or new hedges unless the consent of the Borrower Security Trustee and (prior to an MBIA Termination Event or an MBIA Event of Default other than in the circumstances contemplated by the Issuer/Borrower Swap Agreement) MBIA is obtained. For these purposes: Connected Third Party means any entity in or over which (i) any affiliate of the Issuer or any member of the Punch Group or (ii) any director or officer of any such entity or (iii) any person or entity connected with or affiliated to any such director or officer (persons or entities referred to in (i), (ii) and (iii) each being a controller) has a controlling interest whether by virtue of the fact that the controller holds over 30 per cent. of the voting rights in the third party (whether on the board of directors or as shareholder), or has the right to exercise a dominant influence over the third party through the terms of the constitutional documents of the third party or through a contract with the third party or with another person or entity which is also interested in the third party); and New Subsidiary means a company acquired by the Borrower pursuant to a Permitted Acquisition. (u) Other Indebtedness No Obligor will be permitted save for Permitted Financial Indebtedness without the prior consent of the Borrower Security Trustee to incur, create or permit to subsist any Financial Indebtedness except as contemplated by the Transaction Documents. This provision will not be permitted to be amended prior to the occurrence of an MBIA Termination Event or MBIA Event of Default unless the consent of MBIA is obtained. (v) Other Covenants — Cash Flow Collections The Borrower will agree to maintain certain bank accounts in accordance with the provisions of the Bank Agreement (see Summary of Principal Documents – Bank Agreements below). (i) Collection Account All moneys received by the Borrower will be credited to the Collection Account and will be available to the Borrower only (i) with the agreement of the Account Bank and the Borrower Security Trustee and for the purpose of discharging indebtedness owed by the Borrower to the Account Bank arising from a debit balance on an Operating Account or (ii) with the consent of the Borrower Security Trustee, in each case in accordance with the Punch Taverns B Deed of Charge, and amounts so withdrawn shall be transferred into an Operating Account. The Borrower further agrees that (i) the Collection Account may not be overdrawn at any time and (ii) the aggregate of the amounts standing to the credit of the Collection Account will always exceed the amounts standing to the debit of the Operating Account. Subject to the Transaction Documents, the Borrower shall be permitted to invest in Eligible Investments using proceeds from the Collection Account (as described below). (ii) Disposal Proceeds Account Moneys standing to the credit of the Disposal Proceeds Account may be withdrawn with the prior written consent of the Borrower Security Trustee. Such consent will not be unreasonably withheld or delayed if the Borrower satisfies the Borrower Security Trustee at the time that withdrawal is requested that:

80 (a) no Borrower Event of Default or Potential Borrower Event of Default has occurred and is subsisting; and (b) such moneys will be applied: (i) in or towards a Permitted Acquisition in accordance with the Issuer/Borrower Facility Agreement provided that at the time of completion of such acquisition the Borrower Security Trustee is granted security in a form and substance satisfactory to it over such Permitted Business thereby acquired; or (ii) for capital expenditure (other than in respect of Minimum Investment CapEx Amounts prior to the Semi-Annual Period ending after August 2009 and Maintenance CapEx Amounts) in accordance with the Issuer/Borrower Facility Agreement provided that (A) the Debt Service Cover Ratio as at the Financial Quarter Date immediately preceding the date of the proposed withdrawal was not less than X:1 or (B) if the Debt Service Cover Ratio as at the Financial Quarter Date immediately preceding the date of the proposed withdrawal was less than X:1, an Independent Consultant has approved in writing such CapEx expenditure and (C) the Weighted Average Return requirements as described in Summary of Principal Docu- ments – Issuer/Borrower Facility Agreement – Capital Expenditure – Weighted Average Return are met. In addition, the consent of the Borrower Security Trustee to the withdrawal of amounts standing to the credit of the Disposal Proceeds Account shall be deemed to be given if at the time of that withdrawal: (a) no Borrower Event of Default or Potential Borrower Event of Default has occurred and is subsisting; and (b) such moneys will be applied in making a prepayment or repayment of the Term Facility or any Further Term Facility in accordance with the Issuer/Borrower Facility Agreement, the payment of any related swap costs arising out of such prepayment and by way of fee payable by the Borrower to the Issuer in respect of any Second MBIA Prepayment Fees in respect of the Notes to be redeemed using such amounts prepaid. If on any Financial Quarter Date the Debt Service Cover Ratio is less than or equal to X:1, then any amounts by which the aggregate amount standing to the credit of the Disposal Proceeds Account exceeds £10,000,000 shall be applied on the next Interest Payment Date to prepay the Term Advances in accordance with the provisions of the Issuer/Borrower Facility Agreement and the Punch Taverns B Deed of Charge and at the end of the period of two Financial Quarters immediately following such Financial Quarter Date, the Obligors shall, if as at the Financial Quarter Date upon which such period of two Financial Quarters ends, the Debt Service Cover Ratio is less than X:1, be obliged to use the amount by which the aggregate amount standing to the credit of the Disposal Proceeds Account exceeds £5,000,000 at the end of such period of two Financial Quarters to prepay the Term Advances in accordance with the provisions of the Issuer/Borrower Facility Agreement. The Borrower shall be obliged to use the Net Pub Sale Proceeds arising from a Permitted Disposal (the Relevant Net Sale Proceeds) to prepay the Term Advances, any redemption premium associated with the corresponding Notes and to pay any related swaps costs arising out of such prepayment and fees payable by the Borrower to the Issuer in respect of any Second MBIA Prepayment Fees payable in respect of the Notes to be redeemed using such amounts prepaid to the extent that the Relevant Net Sale Proceeds remain credited to the Disposal Proceeds Account 18 months after the sale of the Pub which gave rise to the relevant Net Sale Proceeds. See Further Summary of Principal Documents — Issuer/Borrower Facility Agreement — Mandatory prepayment from the Disposal Proceeds Account and the CapEx Account. For these purposes: X shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 1.60; (b) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number speciﬁed in the relevant column in Appendix 5; and (c) thereafter, 1.35.

81 (iii) CapEx Account Moneys standing to the credit of the CapEx Account may be withdrawn with the prior written consent of the Borrower Security Trustee. Such consent will not be unreasonably withheld or delayed if the Borrower satisﬁes the Borrower Security Trustee at the time the withdrawal is requested that the withdrawal is in accordance with the Issuer/Borrower Facility Agreement as described above at Summary of Principal Documents – Issuer/Borrower Facility Agreement – Capital Expenditure above.

(iv) Operating Account The Operating Account shall be operated as an overdraft account with the Account Bank. Withdrawals from the Operating Account will be applied to pay the New Securitisation Group’s ongoing operating costs and expenses. From time to time, the debit balance on the Operating Account may be extinguished by the transfer of the appropriate amount from the Collection Account in accordance with the Issuer/Borrower Facility Agreement and the Bank Agreement. In addition, each of Sister, Centrum and InnSpired will maintain a Group Operating Account, for the purposes of performing their obligations under the Borrower Transitional Agency Agreements. On each Business Day, the Account Bank will transfer the entire debit balance of each Group Operating Account to the Operating Account. The maximum aggregate debit balance on the Operating Account and the Group Operating Accounts together shall be an amount equal to the lower of: (A) £16,000,000; and (B) an amount equal to the greater of (i) zero; and (ii) A-B where A equals the then current aggregate credit balance of the Collection Account and B equals £2,000,000.

(v) Eligible Investments Under the Bank Account Agreement, the Borrower will be entitled to invest amounts standing to the credit of the Collection Account in Eligible Investments, provided that the Eligible Investments either (i) have a maturity date falling no later than the next following Interest Payment Date; or (ii) have a maturity of no more than 3 months from their purchase and such that where immediately following the purchase of such investment the aggregate of the cash balance of the Collection Account and the proceeds of any maturing Eligible Investment scheduled to be paid prior to the next following Interest Payment Date would be greater than or equal to such amount as is due and payable from the Collection Account on such Interest Payment Date. For these purposes, Eligible Investments means: (i) sterling gilt-edged securities; (ii) sterling time demand or time deposits, certiﬁcates of deposit and short term debt obligations (including commercial paper); and (iii) certain other investments, provided that each Eligible Investment must have a short-term rating of at least ‘‘A-1’’ from S&P or a long-term rating of ‘‘AAA’’ from S&P or as otherwise acceptable to the Rating Agencies then rating the Notes.

(w) Other Covenants – Independent Consultant If at any time the Debt Service Cover Ratio is less than or equal to X:1, the Borrower will agree to the appointment by the Borrower and the Borrower Security Trustee of an independent consultant (the Independent Consultant) selected by the Financial Adviser and (prior to an MBIA Termination Event or MBIA Event of Default) MBIA pursuant to the terms of an advisory agreement in a form to be agreed between the Independent Consultant, the Borrower Security Trustee, MBIA and the Borrower, to provide the Borrower and MBIA with such ﬁnancial advisory and monitoring services as the Borrower Security Trustee or MBIA considers necessary or desirable or as may be required by S&P and/or Fitch, including (without limitation) the collation of information in respect of the Borrower, its assets, undertaking and ﬁnancial condition, a management and performance review and the making of recommendations to the

82 Borrower, the Borrower Security Trustee and MBIA of the steps which such Independent Consultant considers should be taken to ensure that the Noteholders receive or continue to receive full and timely payments of interest and principal in respect of the Notes in accordance with the Terms and Conditions of the Notes. The appointment of any Independent Consultant so appointed will terminate if the Debt Service Cover Ratio calculated for the immediately preceding Financial Quarter as at any eight consecutive Financial Quarter Dates following such appointment is greater than X:1. The Borrower will be required to comply with any recommendations of the Independent Consultant if either: (a) on any Financial Quarter Date following the appointment of such Independent Consultant but prior to the termination thereof as described above, the ratio of EBITDA to Debt Service calculated as at such Financial Quarter Date in respect of the Financial Quarter ended on such Financial Quarter Date is less than Y:1;or (b) on any of the four Financial Quarter Dates immediately following the Financial Quarter Date upon which the appointment of an Independent Consultant has been terminated as described above, the ratio of EBITDA to Debt Service calculated as at such Financial Quarter Date in respect of the Financial Quarter ended on such Financial Quarter Date is less than X:1, until the next succeeding Financial Quarter Date upon which, in the case of (A) above, the Debt Service Cover Ratio calculated as at such Financial Quarter Date in respect of the Financial Quarter ended on such Financial Quarter Date is greater than Y:1 and in the case of (B) above, the ratio of EBITDA to Debt Service calculated as at such Financial Quarter Date in respect of the Financial Quarter ended on such Financial Quarter Date is greater than X:1. For the avoidance of doubt, the Borrower will not be required to comply with any recommendation of any Independent Consultant other than in the circumstances set out above and in any event shall not be required to comply with any recommendation of any such Independent Consultant if to so comply would result in a breach of any Transaction Documents. For these purposes: X shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 1.60; (b) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specified in the relevant column in Appendix 5; and (c) thereafter, 1.35; and Y shall be: (a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date falling in August 2009, 1.55; (b) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August 2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specified in the relevant column in Appendix 5; and (c) thereafter, 1.30; and (x) Other Covenants – General Each of the Borrower and each other Obligor will provide the Borrower Security Trustee with the benefit of certain other positive and negative covenants including, without limitation: (a) provision of on-going financial and other information and compliance certificates to the Borrower Security Trustee; (b) maintenance of insurance; (c) notification of events of default; (d) notification of all material litigation, arbitration or administrative proceedings against the relevant company;

83 (e) repair and maintenance of all the New Securitisation Group assets; (f) conduct of business and maintenance of business as a going concern; (g) maintenance of all necessary licences and consents; (h) procuring that the Issuer has the benefit of a liquidity facility upon substantially the same terms as the Liquidity Facility; and (i) obtaining a valuation of the Punch Taverns B Mortgaged Properties on the fifth anniversary of the Fourth Closing Date and every 5 years thereafter provided that either S&P or Fitch may at any time after the fifth anniversary of the Fourth Closing Date require a valuation to be carried out 3 years after the most recent valuation. The effect of a breach of certain of these and other covenants may be limited by reference to a materiality qualification. Each Obligor will grant a negative pledge in favour of the Borrower Security Trustee not to create any encumbrances or security ranking pari passu with or in priority to the security created under the Punch Taverns B Deed of Charge other than certain permitted encumbrances. (y) Other Covenants – The Look Through Test The Borrower will also be required to calculate the Look Through Test as at each Financial Quarter Date with effect from (and including) the Financial Quarter Date falling immediately prior to the Interest Payment Date falling in June 2022 until after the redemption in full of the Class B Notes (the Look Through Test Period). If the Look Through Test is not passed as at any Financial Quarter Date prior to the Class B Notes being redeemed in full, the Borrower will not be permitted to make Restricted Payments or Permitted Acquisitions in any subsequent period whilst the Class B Notes remain outstanding until the Look Through Test is passed, and any Excess Cash that would otherwise have been applied in making Restricted Payments and/or Permitted Acquisitions will be required to be retained in the Collection Account. If Excess Cash has been so retained and remains in the Collection Account at the time when the Class B Notes are redeemed in full then cash is to be applied as if the Look Through Test had been passed. Likewise, if Excess Cash has been so retained and then the Look Through Test is subsequently passed whilst the Class B Notes are still outstanding, the Borrower will be permitted to recommence making Restricted Payments and Permitted Acquisitions out of Excess Cash (including the Excess Cash so retained) subject to the provisions in the Issuer/Borrower Facility Agreement. For these purposes, the Look Through Test will be passed as at a Financial Quarter Date during the Look Through Test Period if the ratio of Look Back EBITDA on such Financial Quarter Date to Expected Class A Debt Service s is equal to or greater than 1.75:1. For these purposes: Expected Class A Debt Service means the scheduled interest and the scheduled principal payable in respect of the Class A7 Notes and the Class A8 Notes during the four Financial Quarters starting with the Financial Quarter commencing in August 2028 in relation to the first time the Look Through Test is tested in the Look Through Test Period and thereafter will be the scheduled interest and scheduled principal payable in respect of the Class A7 Notes and the Class A8 Notes for each subsequent period of four Financial Quarters corresponding to the Financial Quarter Date in the Look Through Test Period as at which the Look Through Test is being calculated; and Look Back EBITDA as at a Financial Quarter Date means EBITDA calculated in respect of the four immediately preceding Financial Quarters ending on such Financial Quarter Date. (z) Modifications, Disapplications and No Material Prejudice Test Any of the provisions of the Issuer/Borrower Facility Agreement may be modified or disapplied with the consent of the Borrower Security Trustee at the request of the Borrower at any time, provided that (save for minor and/or technical amendments) the Borrower Security Trustee is directed by the Issuer Security Trustee to make such modification or disapplication, in accordance with the provisions of the Issuer Deed of Charge. Prior to the occurrence of an MBIA Termination Event or MBIA Event of Default, the consent of MBIA must also be obtained in relation to certain modifications to or disapplications of the provisions of the Transaction Documents (including, without limitation, the Issuer/Borrower Facility Agreement).

84 Where under the Issuer/Borrower Facility Agreement, the Borrower Security Trustee or the Issuer Security Trustee is required (when acting in its capacity as trustee and not just for its own account) to be ‘‘reasonable’’ or ‘‘not unreasonable’’ or to act ‘‘reasonably’’ or ‘‘not unreasonably’’, such provisions will be construed solely by reference to what is ‘‘reasonable’’ or ‘‘not unreasonable’’ or acting ‘‘reasonably’’ or ‘‘not unreasonably’’ from the perspective of the beneficiaries of the Punch Taverns B Secured Parties or the Issuer Secured Creditors (as the case may be) in whose interests the Borrower Security Trustee and the Issuer Security Trustee (as applicable) is required to act. (aa) Events of Default The Issuer/Borrower Facility Agreement will contain standard events for a full recourse facility that may lead to a default and acceleration of amounts outstanding (each a Borrower Event of Default). These will include, inter alia: (a) any of the Obligors fails to pay any amount of principal and/or interest other than Class A8 Step-up Amounts or Class C1 Step-Up Amounts within two Business Days of the due date therefor; (b) any Financial Indebtedness (other than any Financial Indebtedness arising under the Transaction Documents or between Obligors) of any Obligor in an amount in aggregate exceeding £500,000 is not paid when due or is declared to be or otherwise becomes due and payable prior to its specified maturity; (c) any Obligor becomes subject to insolvency proceedings or is unable to pay its debts as they fall due; or (d) any representation or statement made or repeated by an Obligor in any of the Transaction Documents proves incorrect or misleading in any material respect unless the underlying circumstances leading to the misrepresentation are remedied within 30 days after the earlier of the Obligor’s knowledge of the misrepresentation and the date of notices from the Borrower Security Trustee to remedy such breach; or (e) an Issuer Event of Default occurs (as defined in the Terms and Conditions of the Notes). The effect of an event of default is, in certain circumstances, limited by a materiality provision. Where the Borrower fails to make all or part of a payment due under the Issuer/Borrower Facility Agreement on a particular Interest Payment Date, the Issuer will be entitled to draw down on the Liquidity Facility to cover any shortfall subject to certain maximum amounts which may be drawn under the facility and in respect only of certain payments (see Summary of Principal Documents – Liquidity Facility Agreement below). th During the next succeeding Interest Period, the Borrower will be obliged to pay to the Issuer at least 1⁄12 of the amounts so drawn under the Liquidity Facility in relation to each week of the then current Interest Period. Any cash received by the Issuer in respect thereof will be paid to the Issuer Cash Collateralisation Account (the Issuer Cash Collateralisation Account) until the next succeeding Interest Payment Date. If the Borrower pays in full the amount in respect of the amounts drawn under the Liquidity Facility as described above, no event of default under the Issuer/Borrower Facility Agreement will occur notwithstanding the failure to pay on the immediately preceding Interest Payment Date. In respect of certain other events, the mere occurrence of the event will not in itself entitle the Borrower Security Trustee to declare a Borrower Event of Default and/or accelerate the repayment obligations of the Borrower immediately following the expiry of any applicable grace period. In particular, in the event of any failure by the Borrower to comply with the financial covenants under the Issuer/Borrower Facility Agreement, the New Securitisation Group shall have 30 days in which to remedy such breach (i) through a reduction in the Term Facilities by optional prepayment thereof; (ii) through the subscription by Punch or a third party of a sufficient amount of a new share capital in any relevant New Securitisation Group Entity or (iii) through the deposit of funds (in each case, on a subordinated basis acceptable to the Borrower Security Trustee, the Issuer Security Trustee and the Rating Agencies and for a term not less than the final maturity date of the Notes then outstanding); and/or (iv) through other remedial action provided that the Borrower Security Trustee determines that the Noteholders will not be materially prejudiced as a result of such action and (prior to the occurrence of a MBIA Termination Event or MBIA Event of Default) the consent of MBIA is obtained. In the case of (i) above, the reduction in the Term Facilities will be deemed to cure a breach of the DSCR Covenant and/or the FCF Covenant if the reduction is in an amount sufficient such that no breach would have occurred.

85 In the case of (ii) and (iii) above, the subscription of new share capital in any relevant New Securitisation Group Entity and/or a deposit of funds will be deemed to cure: (i) a breach of the Net Worth Covenant if the amount of the subscription proceeds and/or deposit (as the case may be) is sufficient such that no breach (as reported in the relevant financial ratio compliance certificate delivered by the Borrower pursuant to the terms of the Issuer/ Borrower Facility Agreement) would have occurred; or (ii) a breach of the DSCR Covenant and/or the FCF Covenant if the subscription proceeds and/or deposit is in an amount which is sufficient to generate interest which if available to the New Securitisation Group at the time the relevant financial ratio compliance certificate delivered by the Borrower pursuant to the terms of the Issuer/Borrower Facility Agreement was prepared as earnings, would have meant that no such breach would have been reported. Any deposit may be withdrawn if, following breach of the DSCR Covenant and/or the FCF Covenant/ Net Worth Covenant (as the case may be), such covenant is not breached for four consecutive Financial Quarters without taking into account the benefit of the deposit or subscription and the Financial Adviser has provided advice satisfactory to the Borrower Security Trustee as to the continued satisfaction of the DSCR Covenant and/or the FCF Covenant/Net Worth Covenant on an on-going basis notwithstanding the release of such deposit. In determining, inter alia, whether any subscription of share capital or deposit of funds or other remedial action taken would have cured any breach of the DSCR Covenant and/or the FCF Covenant and/or the Net Worth Covenant, the Borrower Security Trustee may also seek and may rely upon the advice of the Financial Adviser. The occurrence of a Potential Borrower Event of Default will entitle the Borrower Security Trustee to serve a notice which will result in the floating charges contained in the Punch Taverns B Deed of Charge over the assets, property and undertaking of each member of the New Securitisation Group to crystallise so as to become fixed charges (except in relation to assets situated in, or governed by the laws of Scotland (Scottish Assets) of each Obligor, in respect of which the relevant floating charges will crystallise only on the appointment of a receiver thereunder). The floating charge of each Obligor contained in the Punch Taverns B Deed of Charge will automatically (except in relation to the Scottish Assets as aforesaid) crystallise so as to become a fixed charge on the occurrence of, inter alia,an insolvency event in relation to any Obligor. All monies standing to the credit of all bank accounts of each Obligor will, in either of these circumstances, become subject to a fixed charge requiring the prior consent of the Borrower Security Trustee before any withdrawal may be made. In each of these circumstances, there will not be an automatic event of default under the Notes. (bb) Further Term Facilities and New Term Facilities The Issuer/Borrower Facility Agreement provides that the Borrower may also at any time by written notice to the Issuer (with a copy thereof provided to the Borrower Security Trustee) request a further term facility (a Further Term Facility and each advance thereunder a Further Term Advance) or a New Term Facility (a New Term Facility and each advance thereunder a New Term Advance). A Further Term Facility is one which ranks pari passu with a Term Facility, and a New Term Facility is one which will rank no higher than the Term A Facilities but which can rank pari passu with the Term A Facilities, or below the Term A Facilities but ahead of the Term B Facilities and the Term C Facilities, or pari passu with the Term B Facilities or after the Term B Facilities, or pari passu with the Term C Facilities or after the Term C Facilities. Each Further Term Facility and New Term Facility will be financed by the issue of Further Notes and New Notes, respectively, by the Issuer, and will only be permitted if, inter alia, the following conditions precedent are satisfied: (a) the Further Term Facility or New Term Facility (as the case may be) is for a minimum aggregate principal amount of £5,000,000; (b) the Rating Agencies then rating the Notes confirm to the Borrower Security Trustee that: (i) in respect of a request for a Further Term Facility only, the Further Notes to be issued by the Issuer for the purpose of financing the Further Term Facility are assigned: (1) the same rating as the then current rating of the class of Notes (as the case may be); and (2) in the case of Further Notes issued in respect of the Class A7 Notes and the Class A8 Notes, the same Underlying Rating as applied in respect of the Class A7 Notes and the Class A8 Notes on the Fourth Closing Date; and (ii) the then current ratings of the Notes (and, in respect of the Class A7 Notes and the Class A8 Notes, of their Underlying Rating) will not be downgraded as a result of the proposed issue;

86 (c) no Borrower Event of Default, Potential Borrower Event of Default (each as defined above) and/or breach of financial covenant (as described above) has occurred and is subsisting at the relevant drawdown date; (d) a first fixed charge by way of legal mortgage (or, in Scotland, a standard security) (as to which see Risk Factors – Risks Relating to Business Operations – Regulation – Registration of Mortgages above) over property and a first floating charge over other assets and/or other relevant security interests over any newly acquired Permitted Business will be given in favour of the Borrower Security Trustee (for the benefit of all of the Punch Taverns B Secured Parties) at the relevant drawdown date; and (e) in certain circumstances requiring MBIA consent (prior to the occurrence of an MBIA Termination Event or MBIA Event of Default). For these purposes, Permitted Business means, broadly, a business centred around the ownership or ownership and operation of premises from which hospitality, catering and other incidental services (including accommodation) are to be provided in the United Kingdom, the primary activity of which is that of owning or owning and operating public houses and restaurants. To the extent that the Borrower wishes to use the proceeds of a Further Term Advance and/or New Term Advance for general corporate purposes and, subject to the undertakings it has given to MBIA, in the Second Guarantee and Reimbursement Agreement (see Summary of Principal Documents – Second Guarantee and Reimbursement Agreement below), the servicing and/or repayment of subordinated debt, the payment of dividends and/or the making of loans to any Obligor or any entity outside the Securitisation Group, it may do so provided that the Borrower and the Issuer obtains the consent of the Borrower Security Trustee (and in this respect the Borrower Security Trustee shall be entitled to take into account a Rating Confirmation in respect of the then current ratings of the Notes and the Underlying Notes) with regard to the application of the proceeds of the Further Term Advance or New Term Advance for one or more of the foregoing purposes.

(cc) Additional debtor The Issuer/Borrower Facility Agreement will permit the Borrower Security Trustee to agree to the accession of any Obligor other than the Borrower as an additional borrower under the Issuer/ Borrower Facility Agreement and the Punch Taverns B Deed of Charge. In relation to the accession of an additional borrower, the provisions above in Summary of Principal Documents – Issuer/Borrower Facility Agreement – Modiﬁcations, Disapplication and No Material Prejudice Test shall apply mutatis mutandis.

(dd) Assignment None of the Issuer, the Borrower or any Obligor is permitted to assign or transfer any of its rights under the Issuer/Borrower Facility Agreement to any of the other Transaction Documents (other than to the Issuer Security Trustee or the Borrower Security Trustee by way of security) without the consent of the Borrower Security Trustee. In relation to the assignment or transfer of rights, the provisions above in Summary of Principal Documents – Issuer/Borrower Facility Agreement – Modiﬁcations, Disap- plications and No Material Prejudice Test shall apply mutatis mutandis.

(ee) Governing Law The Issuer/Borrower Facility Agreement will be governed by English law (except to the extent that provisions are particular to the laws of Scotland, which will be governed by Scots law).

(2) Punch Taverns B Deed of Charge On the Fourth Closing Date, the parties to the Original Punch Taverns B Deed of Charge will enter into a supplemental deed of charge (the Seventh Supplemental Punch Taverns B Deed of Charge). This will be supplemental to the deed of charge entered into by, inter alios, each of the Borrower, Cousin, Son, Daughter, Mercury and Holdings on 5 July 1999 (the Original Punch Taverns B Deed of Charge), as supplemented by a supplemental deed of charge dated 22 December 1999) (the First Supplemental Punch Taverns B Deed of Charge), a supplemental deed of charge dated 17 February 2000 (the Second Supplemental Punch Taverns B Deed of Charge), a supplemental deed of charge

87 dated 21 November 2002 (the Third Supplemental Punch Taverns B Deed of Charge), a supplemental deed of charge dated 28 November 2002 (the Fourth Supplemental Punch Taverns B Deed of Charge), a supplemental deed of charge dated 1 March 2004 (the Fifth Supplemental Punch Taverns B Deed of Charge), a supplemental deed of charge dated 19 May 2005 (the Sixth Supplemental Punch Taverns B Deed of Charge and, together with the Original Punch Taverns B Deed of Charge, the First Supplemental Punch Taverns B Deed of Charge, the Second Supplemental Punch Taverns B Deed of Charge, the Third Supplemental Punch Taverns B Deed of Charge, the Fourth Supplemental Punch Taverns B Deed of Charge, the Fifth Supplemental Punch Taverns B Deed of Chargee and the Seventh Supplemental Punch Taverns B Deed of Charge, the Punch Taverns B Deed of Charge). Under the Punch Taverns B Deed of Charge, each Obligor has granted or will grant first ranking security interests over all its assets and undertaking, in favour of the Borrower Security Trustee as security for its obligations under the Issuer/Borrower Facility Agreement, the Punch Taverns B Deed of Charge, the New Subordinated Loan and/or any other Transaction Document to which it is party. These security interests, taken together, include: (a) a charge by way of first fixed legal mortgage (or in Scotland, a standard security or (as appropriate) an assignation in security) over the Estate and all present or future real estate owned by each of the Obligors legally and/or beneficially owned by it, including all estates or interests in such property and all buildings, trade and other fixtures, fixed plant and machinery from time to time on such freehold, heritable or leasehold property; (b) a charge by way of first fixed security over all rents payable by the tenants (excluding rents payable in respect of Pubs in Scotland); (c) an assignment by way of first fixed security over the ancillary rights of the Obligors under the tenancy agreements, in respect of the Estate and the Pubs (excluding any such Pubs in Scotland); (d) a charge by way of first equitable mortgage over all shares and other securities owned by it; (e) an assignment by way of first fixed security of all of its right, title, interest and benefit in and to the Transaction Documents (including the Management Services Agreement and the Supply Agree- ments) to which it is party and all rights in respect of and incidental thereto; (f) an assignment by way of first fixed security over all of its right, title, interest and benefit, present and future, in and to each of the Insurance Policies under which it is an insured party and to all claims payable and paid thereunder; (g) an assignment by way of first fixed security over all its right, title, interest and benefit in, present and future, in all its intellectual property rights; (h) a charge by way of first fixed security over all book debts and other debts (including the loans made to other members of the Punch Group), and all other monies and liabilities whatsoever for the time being due, owing or payable to it (other than those governed by the law of Scotland) and all rights in and in respect of and incidental thereto; (i) a charge by way of first fixed security over all of its right, title, interest and benefit, present and future, in and to all monies at any time and from time to time standing to the credit of, in the case of the Borrower, the Collection Account, the Disposal Proceeds Account and the CapEx Account and in the case of each other Obligor, any bank account, together with all rights relating or attached thereto; (j) a charge by way of first fixed security over all statutory licences, consents and authorisations, present and future, held by it or otherwise used by it in connection with its business (other than those relating to Pubs in Scotland) and all rights in and in respect of and incidental thereto; (k) a charge by way of first fixed security over all of its right, title, interest and benefit, present and future, in and to Eligible Investments held by, or for the account of, the Obligors; and (l) a first floating charge over the whole of its assets and undertaking not effectively charged by the first ranking fixed security (but extending over all of its Scottish Assets). Although referred to as, and intended to be, fixed security interests, those referred to in paragraphs (b), (c), (e), (f), (g), (h), (i), (j) and (k), above, may take effect as floating security interests. This means that the rights of the Punch Taverns B Secured Parties (including the Issuer) in respect of these interests will rank behind certain preferential and other creditors.

88 The security interests referred to in paragraphs (a) to (l) above are together referred to as the New Securitisation Group Security. The Borrower Security Trustee holds the benefit of the New Securitisation Group Security on trust for itself, any receiver appointed by it, the Issuer (in respect of amounts owed to it under the Issuer/Borrower Facility Agreement) and PRAF in respect of the New Subordinated Loan (together, the Punch Taverns B Secured Parties). Each Obligor will agree with the Borrower Security Trustee and the Punch Taverns B Secured Parties that while any amounts remain due and outstanding under the Issuer/Borrower Facility Agreement, they will not take any steps or pursue any action for the purpose of recovering any debts due or owing to it by any other Obligor or the Issuer or, as applicable, to petition or procure the petitioning for the winding-up or administration of any Obligor or the Issuer or the appointment of an administrative receiver in respect of any such company or to take or omit to take any steps whatsoever that may otherwise threaten or prejudice the security created in favour of the Borrower Security Trustee under the Punch Taverns B Deed of Charge. Each of the Punch Taverns B Secured Parties will agree that, unless an enforcement notice (Borrower Enforcement Notice) has been served, it will not take any steps whatsoever to direct the Borrower Security Trustee to enforce the security created in its favour under the Punch Taverns B Deed of Charge nor will it take any steps or pursue any action whatsoever for the purpose of recovering any debts due or owing to it by any New Securitisation Group Entity or to appoint or procure the appointment of an administrative receiver for or making of an administration order against, or the winding-up or liquidation of, any such company. At any time after the amounts outstanding under the Issuer/Borrower Facility Agreement shall have become due and repayable and/or the security created by the Punch Taverns B Deed of Charge shall have become enforceable, neither the Issuer nor any other Punch Taverns B Secured Party will be entitled to proceed directly against any Obligor unless the Borrower Security Trustee, having become bound so to proceed, fails to do so within three days and such failure is continuing. (a) Appointment of an administrative receiver The Punch Taverns B Deed of Charge will provide that the Borrower Security Trustee shall enforce the New Securitisation Group Security in respect of any Obligor, by appointing an administrative receiver, if it has actual notice of either: (i) an application for the appointment of an administrator; or (ii) the giving of a notice of intention to appoint an administrator, in respect of such Obligor, such appointment to take effect upon the final day by which the appointment must be made in order to prevent an administration proceeding or (where an Obligor or the directors of an Obligor have initiated the administration) not later than that final day. In addition, the Borrower Security Trustee may (subject to Summary of Principal Documents – Punch Taverns B Deed of Charge — Indemnity of the Borrower Security Trustee below), following the service of a Borrower Enforcement Notice, enforce the New Securitisation Group Security in respect of any Obligor by the appointment of an administrative receiver (if the Borrower Security Trustee has not already done so pursuant to the foregoing). The Borrower Security Trustee shall not be liable for any failure to appoint an administrative receiver, save in the case of its own gross negligence, wilful default or fraud. (b) Indemnity of the Borrower Security Trustee The Borrower Security Trustee will not be obliged to appoint an administrative receiver unless it is indemnified and/or secured to its satisfaction. However, the Punch Taverns B Deed of Charge will provide that, if the Borrower Security Trustee is required to enforce the New Securitisation Group Security by appointing an administrative receiver following receipt of actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, then the Borrower Security Trustee will agree that it is adequately indemnified and secured in respect of such appointment by virtue of its rights against the Obligors under the Punch Taverns B Deed of Charge and the security which it has in respect of such rights. The Obligors will covenant in the Punch Taverns B Deed of Charge that, if the Borrower Security Trustee appoints an administrative receiver by reason of having actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, they waive any claim against the Borrower Security Trustee in respect of such appointment. Upon the service of a Borrower Enforcement Notice pursuant to the terms of the Issuer/Borrower Facility Agreement, all payments under or arising from the Issuer/Borrower Facility Agreement and/or the Punch

89 Taverns B Deed of Charge (subject as provided below) will be required to be made to the Borrower Security Trustee or to its order. All rights or remedies provided for by the Punch Taverns B Deed of Charge or available at law or in equity will be exercisable by the Borrower Security Trustee (unless otherwise expressly provided in the Punch Taverns B Deed of Charge). In addition, the Borrower Security Trustee will have certain powers with respect to the protection of the security granted under the Punch Taverns B Deed of Charge upon the occurrence of a Potential Borrower Event of Default and/or a Borrower Event of Default. (c) Priorities of Payments 1. Pre-Borrower Enforcement Notice Prior to the service of a Borrower Enforcement Notice, the Borrower may draw on the Operating Account or, on each Interest Payment Date with the consent of the Borrower Security Trustee withdraw moneys from the Collection Accounts to make the following payments or provisions as set out below in the following order of priority (the Borrower Pre-Borrower Enforcement Notice Priority of Payments) (and in each case only if and to the extent that payments or provisions of a higher order of priority have been made in full) (including in each case any amount in respect of value added tax payable thereon) (for the avoidance of doubt after meeting on-going operating costs and expenses except where such costs and expenses are expressly dealt with in paragraphs (a) to (q) below): (a) first, to pay or provide for the amounts then due or to be provided to the Borrower Security Trustee in respect of the fees or other remuneration and indemnity payments (if any) then payable to, and any costs, charges, liabilities and expenses then incurred by, the Borrower Security Trustee and any amounts payable to the Borrower Security Trustee under and in connection with the Punch Taverns B Deed of Charge; (b) second, to pay or to provide for all amounts then due and payable in respect of the Borrower’s obligations to pay any outstanding amounts to the Account Bank in respect of any debit balance on the Operating Account in accordance with the provisions of the Bank Agreement; (c) third, to pay or provide for pro rata: (i) to the Issuer by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts to be paid or provided for by the Issuer as set out in paragraphs (a) to (c)(inclusive) of the Summary of Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments – Pre-Issuer Event of Default, paragraphs (a) to (c) (inclusive) of the Pre-Issuer Event of Default Issuer priority of payments as applied and modified in Summary of Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments – Post Issuer Event of Default, Pre Note Acceleration Notice or paragraphs (a) to (c) (inclusive) of the Summary of Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments – Post Note Acceleration Notice (as applicable) (together, the Relevant Issuer Priority of Payments); and (ii) remuneration then payable to any Independent Consultant appointed in accordance with the Issuer/Borrower Facility Agreement; (d) fourth, to pay into the CapEx Account the amount (if any) required to be deposited in such account pursuant to the Issuer/Borrower Facility Agreement to the extent of any Maintenance CapEx Shortfall; (e) fifth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) interest then due and payable in respect of the Term A3 Advance; (ii) interest then due and payable in respect of the Term A6 Advance; (iii) interest then due and payable in respect of the Term A7 Advance; (iv) interest then due and payable in respect of the Term A8 Advance (other than in respect of Term A8 Step-Up Amounts); (v) amounts due and payable by the Borrower to the Issuer under the Issuer/Borrower Swap Agreement; (vi) to the extent not funded by payments by the Borrower under the Issuer/Borrower Swap Agreement, by way of periodic fees under the Issuer/Borrower Facility Agreement in respect of the Issuer’s obligations in relation to the amounts due but unpaid to the Swap Providers under the Swap Agreements (other than in respect of any Swap Subordinated Amounts); and

90 (vii) to the extent not paid or provided for in paragraph (iii) and paragraph (iv) above by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided by the Issuer as set out in paragraphs (d)(iii)(A) and (d)(iv)(A) of the Relevant Issuer Priority of Payments; (f) sixth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) principal then due and payable in respect of the Term A3 Advance; (ii) principal then due and payable in respect of the Term A6 Advance; (iii) principal then due and payable in respect of the Term A7 Advance; (iv) principal then due and payable in respect of the Term A8 Advance; and (v) to the extent not paid or provided for in paragraph (iii) and paragraph (iv) above by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided by the Issuer as set out in paragraphs (e)(iii)(A) and (e)(iv)(A) of the Relevant Issuer Priority of Payments; (g) seventh, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) interest then due and payable in respect of the Term B1 Advance; and (ii) interest then due and payable in respect of the Term B2 Advance; (h) eighth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) principal then due and payable in respect of the Term B1 Advance; and (ii) principal then due and payable in respect of the Term B2 Advance; (i) ninth, to pay or provide for the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay interest then due and payable in respect of the Term C1 Advance (other than in respect of Term C1 Step-Up Amounts); (j) tenth, to pay or provide for the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay principal then due and payable in respect of the Term C1 Advance; (k) eleventh, to pay or provide for the amounts then due and payable to the Issuer by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided by the Issuer as set out in paragraphs (j) and (k) of the Relevant Issuer Priority of Payments; (l) twelfth, to pay or provide for any amounts then due and payable by the Borrower to the Issuer by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the Swap Subordinated Amounts payable by the Issuer to the Swap Providers; (m) thirteenth, to pay or provide for the amounts then due and payable or to be provided in respect of the Borrower’s liability or possible liability for all amounts of tax payable by the Borrower; (n) fourteenth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligation to pay: (i) Term A8 Step-Up Amounts then due and payable; and (ii) by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided by the Issuer as set out in paragraph (n)(ii) of the Relevant Issuer Priority of Payments; (o) ﬁfteenth, to pay or provide for amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay Term C1 Step-Up Amounts then due and payable; (p) sixteenth, to pay or provide for pro rata interest (if any) on the New Subordinated Loan or amounts under the Hive Across Indemnities in accordance with the Issuer/Borrower Facility Agreement; and (q) seventeenth, the surplus (if any) to the Obligors or other persons entitled thereto. Moneys may be withdrawn from the Collection Account (with the consent of the Borrower Security Trustee) on any day other than an Interest Payment Date and applied inter alia (i) in making Permitted

91 Restricted Payments, (ii) in making Permitted Acquisitions and (iii) in or towards CapEx, in each case in accordance with the Issuer/Borrower Facility Agreement. The Issuer may in certain circumstances set off amounts due and payable by the Borrower to it under the Issuer/Borrower Facility Agreement in respect of the Term A8 Advance and the Term C1 Advance, against amounts due and payable by it to the Borrower under the Issuer/Borrower Swap Agreement, provided that (in the case of set off by the Issuer against amounts due and payable by the Borrower to the Issuer under the Issuer/Borrower Facility Agreement in respect of the Term C1 Advance), the Borrower would have sufficient moneys available following such set off to pay or provide for all other amounts due and payable under paragraph (e) and all amounts due and payable under paragraphs (f) to (h) (inclusive) of the Borrower Pre-Borrower Enforcement Notice Priority of Payments. 2. Post-Enforcement, Pre-Acceleration Upon the service of a Borrower Enforcement Notice, the Borrower Security Trustee may cancel the commitment of the Issuer to make Further Term Advances or New Term Advances, declare the Term Advances due and payable immediately or on demand and/or otherwise exercise all rights available to it, including the enforcement of the security granted by the Obligors. To the extent that the Borrower Security Trustee decides not to accelerate the Term Advances as described above, it may declare the security enforceable through the service of a Borrower Enforcement Notice, such notice to be given to, amongst others, the Punch Taverns B Secured Parties. The effect of such service will be, inter alia, to crystallise the ﬂoating charges over the operating accounts of the Obligors. Upon the service of a Borrower Enforcement Notice, the Borrower Security Trustee will be obliged to serve, or procure the service of, a notice to Tenants requiring them to pay all future rents and other monies due under the Tenancy Agreements into the Rentals Account. At the same time, the Borrower Security Trustee may (and in certain circumstances shall) exercise its powers to appoint a receiver in respect of each Obligor and thereafter the Borrower Security Trustee will have control over the operating accounts and, to the extent of the funds available, will cause them to be applied in the same manner as prior to the appointment of the receiver, save that no Obligor will be able to make any payments in respect of any subordinated indebtedness (including the New Subordinated Loan) or any dividend or distribution without the prior consent of the Borrower Security Trustee and MBIA (prior to the occurrence of an MBIA Termination Event or MBIA Event of Default). The Borrower Security Trustee may, at any time following the enforcement of the security under the Punch Taverns B Deed of Charge, discontinue such enforcement, provided that the circumstances that, inter alia, gave rise to the enforcement no longer apply and provided further that no other Borrower Event of Default has occurred and is continuing. Following the discontinuance of such enforcement, the Borrower shall make payments in accordance with the priority set forth under Summary of Principal Documents – Punch Taverns B Deed of Charge – Priority of Payments – Pre-Borrower Enforcement Notice above. 3. Post-Acceleration All moneys received or recovered by the Borrower Security Trustee (or a receiver appointed on its behalf) from any Obligor following service of a Borrower Enforcement Notice and the acceleration of the Term Advances will be applied (unless otherwise required by operation of law) (including in each case any amount in respect of value added tax payable thereon): (a) ﬁrst, to pay or provide for pro rata the amounts then due and payable: (i) to the Borrower Security Trustee in respect of the fees or other remuneration and indemnity payments then payable to, and any costs, charges, liabilities and expenses then incurred by, the Borrower Security Trustee under the Punch Taverns B Deed of Charge; and (ii) to the Receiver in respect of the fees or other remuneration and indemnity payments then payable to, and any costs, charges, liabilities and expenses then incurred by, such Receiver under the Punch Taverns B Deed of Charge; (b) second, to pay or provide for all amounts then due and payable in respect of the Borrower’s obligations to pay any outstanding amounts to the Account Bank in respect of any debit balance on the Operating Account in accordance with the provisions of the Bank Agreement; (c) third, to pay or provide for pro rata the amounts then due or to be provided in respect thereof: (i) to the Issuer an amount equal to the amounts to be paid or provided for in respect of all of the Issuer’s obligations set out in paragraphs (a) to (c) (inclusive) of the Relevant Issuer Priority of Payments; and

92 (ii) remuneration then payable to any Independent Consultant appointed in accordance with the Issuer/Borrower Facility Agreement; (d) fourth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) interest then due and payable in respect of the Term A3 Advance; (ii) interest then due and payable in respect of the Term A6 Advance; (iii) interest then due and payable in respect of the Term A7 Advance; (iv) interest then due and payable in respect of the Term A8 Advance (other than in respect of Term A8 Step-Up Amounts); (v) amounts due and payable by the Borrower to the Issuer under the Issuer/Borrower Swap Agreement; (vi) to the extent not funded by payments by the Borrower under the Issuer/Borrower Swap Agreement, by way of periodic fees under the Issuer/Borrower Facility Agreement in respect of the Issuer’s obligations in relation to the amounts due but unpaid to the Swap Providers under the Swap Transactions (other than in respect of any Swap Subordinated Amounts); and (vii) to the extent not paid or provided for in paragraph (iii) and paragraph (iv), by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided by the Issuer as set out in paragraphs (d)(iii)(A) and (d)(iv)(A) of the Relevant Issuer Priority of Payments; (e) ﬁfth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) principal then due and payable in respect of the Term A3 Advance; (ii) principal then due and payable in respect of the Term A6 Advance; (iii) principal then due and payable in respect of the Term A7 Advance; (iv) principal then due and payable in respect of the Term A8 Advance; and (v) to the extent not paid or provided for in paragraph (iii) and paragraph (iv), by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided for by the Issuer as set out in paragraphs (e)(iii)(A) and (e)(iv)(A) of the Relevant Issuer Priority of Payments; (f) sixth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) interest then due and payable in respect of the Term B1 Advance; and (ii) interest then due and payable in respect of the Term B2 Advance; (g) seventh, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay: (i) principal then due and payable in respect of the Term B1 Advance; and (ii) principal then due and payable in respect of the Term B2 Advance; (h) eighth, to pay or provide for the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay interest then due and payable in respect of the Term C1 Advance (other than in respect of Term C1 Step-Up Amounts); (i) ninth, to pay or provide for the amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay principal then due and payable in respect of the Term C1 Advance; (j) tenth, to pay or provide for the amounts then due and payable to the Issuer in respect of the Borrower’s obligation to pay by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided for by the Issuer as set out in paragraph (j) and (k) of the Relevant Issuer Priority of Payments; (k) eleventh, to pay or to provide for any amounts then due and payable by the Borrower to the Issuer by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the Swap Subordinated Amounts payable by the Issuer to the Swap Providers;

93 (l) twelfth, to pay or provide for pro rata amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay; (i) Term A8 Step-Up Amounts then due and payable; and (ii) by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to be paid or provided by the Issuer as set out in paragraph (n)(ii) of the Relevant Issuer Priority of Payments; (m) thirteenth, to pay or provide for amounts then due and payable to the Issuer in respect of the Borrower’s obligations to pay Term C1 Step-Up Amounts then due and payable; and (n) fourteenth, the surplus (if any) to the Obligors or other persons entitled thereto. The Issuer may in certain circumstances set off amounts due and payable by the Borrower to it under the Issuer/Borrower Facility Agreement in respect of the Term A8 Advance and the Term C1 Advance, against amounts due and payable by it to the Borrower under the Issuer/Borrower Swap Agreement, provided that (in the case of set off by the Issuer against amounts due and payable by the Borrower to the Issuer under the Issuer/Borrower Facility Agreement in respect of the Term C1 Advance), the Borrower would have sufficient moneys available following such set off to pay or provide for all other amounts due and payable under paragraph (e) and all amounts due and payable under paragraphs (f) to (h) (inclusive) of the Borrower Post-Acceleration Priority of Payments. The Punch Taverns B Deed of Charge will be governed by English law (other than in respect of the ﬁxed charges over Scottish Assets and any terms particular to Scots law, which will be governed by Scots law).

(3) Issuer/Borrower Swap Agreement The Borrower will, on the Fourth Closing Date, enter into back-to-back hedging arrangements (the Issuer/Borrower Swap Agreement) with the Issuer. The terms of the back-to-back hedging arrangements set out in the Issuer/Borrower Swap Agreement will, in all material respects, be equivalent to those in the Swap Agreements (as to which see the section entitled Summary of Principal Documents – The Swap Agreements below) save that, inter alia, neither the Issuer nor the Borrower will be required to maintain minimum ratings, certain termination events will be different, the Issuer will not be obliged to make any additional payment under the Issuer/Borrower Swap Agreement in circumstances where it is obliged to make a withholding or deduction from a payment made by it to the Borrower and provided that the Issuer will be only required to make payments to the Borrower to the extent that it has received the corresponding amounts from the Swap Providers under the Swap Agreements. The Issuer/Borrower Swap Agreement will be governed by English law.

(4) Second Guarantee and Reimbursement Agreement

(a) General In relation to the Second MBIA Financial Guarantee, the Issuer, the Borrower, the Obligors, the Note Trustee and the Issuer Security Trustee, inter alios, will enter into a second guarantee and reimbursement agreement with MBIA on the Fourth Closing Date (the Second Guarantee and Reimbursement Agreement) under which the Issuer will be obliged, inter alia, to reimburse MBIA in respect of any payment made by MBIA under the Second MBIA Financial Guarantee and the Issuer will be obliged to pay a fee equal to certain fees and expenses of MBIA in respect of the provision of the Second MBIA Financial Guarantee and a surveillance fee. Subject to the terms of the Second MBIA Financial Guarantee and to the provisions of the Issuer Deed of Charge, in order to enable MBIA to recover from the Issuer amounts which have been paid by MBIA in respect of the Class A7 Notes and the Class A8 Notes under the Second MBIA Financial Guarantee, MBIA shall be subrogated to any rights of the Class A7 Noteholders and the Class A8 Noteholders against the Issuer in respect of the Class A7 Notes and the Class A8 Notes. The Second MBIA Financial Guarantee Fee, all Second Interest Reimbursement Amounts and certain other amounts due by the Issuer under the Second Guarantee and Reimbursement Agreement in respect of the Class A7 Notes and the Class A8 Notes will rank pari passu with interest on the Class A Notes (other than in respect of Class A8 Step-Up Amounts). Second MBIA Prepayment Fees and all Second Principal Reimbursement Amounts due by the Issuer under the Second Guarantee and

94 Reimbursement Agreement in respect of the Class A7 Notes and the Class A8 Notes will rank pari passu with principal on the Class A Notes. Premium Step-Up Amounts shall be subordinated as set out in Summary of Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments. (b) Restrictions Under the terms of the Second Guarantee and Reimbursement Agreement, the Issuer, the Borrower and the Obligors will undertake further restrictions for the benefit of MBIA in relation to the following and other matters: (a) the ability of the Issuer to issue Further Notes, New Notes and/or Replacement Notes; (b) the ability of the Borrower to make payments in respect of and/or repayments under the New Subordinated Loan; (c) the ability of the Borrower to purchase Notes; (d) the ability of the Borrower to undertake an acquisition other than a Permitted Acquisition; and (e) the replacement of the Liquidity Facility Provider or a Swap Provider and/or amendments to the Liquidity Facility Agreement or the Swap Agreements. Under the terms of the Second Guarantee and Reimbursement Agreement, the Borrower, the Issuer and MBIA will enter into a letter agreement in respect of the Second MBIA Financial Guarantee Fee payable for the issue of the Second MBIA Financial Guarantee (the Second MBIA Financial Guarantee Fee Letter). The obligation of the Issuer to pay the Second MBIA Financial Guarantee Fee will be reduced, in respect of an early redemption or purchase of the Class A7 Notes or the Class A8 Notes, by a pro rata amount equal to the principal amount of the Class A7 Notes or the Class A8 Notes so redeemed or purchased. In such circumstances, the Second MBIA Financial Guarantee Fee Letter will also provide for certain additional amounts which may be payable in the event of an early redemption by the Issuer or purchase by the Borrower or its affiliates of the Class A7 Notes and the Class A8 Notes (Second MBIA Prepayment Fees). All consents to be provided by MBIA under the terms of the Transaction Documents are subject to no MBIA Termination Event and no MBIA Event of Default having occurred and being continuing and subject to the provisions of the Second Guarantee and Reimbursement Agreement. The Second Guarantee and Reimbursement Agreement will be governed by English Law. (5) Liquidity Facility Agreement On the Fourth Closing Date, the Issuer will enter into a new liquidity facility agreement (the Liquidity Facility Agreement) pursuant to which the Liquidity Facility Provider will provide a 364-day committed sterling revolving liquidity facility to permit drawings to be made of up to a maximum aggregate principal amount of £168 million (equal to 18 months’ peak debt service during the life of the Notes) (as reduced or cancelled or renewed from time to time under the Liquidity Facility Agreement, the Liquidity Facility), in circumstances where the Issuer has insufficient funds available on any Interest Payment Date which falls within such 364-day period to pay in full any of the items specified in paragraphs (a) to (i) (inclusive) of the Relevant Issuer Priority of Payments (such insufficiency being a Liquidity Shortfall) provided its drawdown conditions are satisfied. However, the maximum aggregate amount of the Liquidity Facility available to be drawn (i) towards meeting any Liquidity Shortfall which arises in respect of non-payment of interest and principal in respect of the Class B Notes and the Class C Notes together will be limited to £85 million and (ii) towards meeting any Liquidity Shortfall which arises in respect of non-payment of interest and principal in respect of the Class C Notes alone will be limited to £45 million. The Liquidity Facility Provider may, at its discretion, if requested to do so by the Issuer, renew the commitment period of the Liquidity Facility for a further 364-day period. The drawdown conditions under the Liquidity Facility Agreement are that the Liquidity Facility Provider has received from the Issuer a duly completed liquidity facility drawing notice, the proposed date for the making of such liquidity drawing is an Interest Payment Date and within the availability period of the Liquidity Faciliy Agreement, the proposed amount of such liquidity drawing does not exceed the lesser of: (i) the amount of the available liquidity facility and (ii) the Liquidity Shortfall and no Liquidity Facility Event of Default has occurred and is continuing and has not been waived. Provided that the Liquidity Facility Provider meets certain requirements and complies with certain obligations, if any amounts are required to be deducted or withheld for or on account of tax from any

95 payment made by the Issuer to the Liquidity Facility Provider under the Liquidity Facility Agreement, the amount of the payment due from the Issuer will be increased to the extent necessary to ensure that, after such deduction or withholding has been made, the amount received by the Liquidity Facility Provider is equal to the amount that it would have received had no such withholding or deduction been required to be made. The Liquidity Facility Agreement will provide that the Liquidity Facility Provider may, upon the occurrence of certain Liquidity Facility Events of Default in respect of the Issuer, declare all outstanding drawings under the Liquidity Facility to be immediately due and payable. Upon the occurrence of any such event, undrawn portions of the Liquidity Facility may be cancelled and the amounts available under the Liquidity Facility may be reduced to zero. Liquidity Facility Events of Default will include the following: (a) the Issuer fails to pay any sum due from it under the Liquidity Facility Agreement (unless, in the case of Liquidity Subordinated Amounts, sufficient funds are not available for such payment in accordance with the Relevant Issuer Priority of Payments) at the time, in the currency and in the manner speciﬁed in the Liquidity Facility Agreement and such failure continues, in the case of failure to pay principal for a period of 3 Business Days and, in the case of failure to pay interest or any other sum apart from principal or any Liquidity Subordinated Amounts for a period of 5 Business Days; (b) the Note Trustee delivers a Note Acceleration Notice or, having become bound to do so, fails to serve a Note Acceleration Notice within 30 days of becoming so bound and such failure is continuing; (c) at any time it is or becomes unlawful for the Issuer or the Servicer to perform or comply with any or all of its material obligations under the Liquidity Facility Agreement or any of the other Transaction Documents to which the Liquidity Facility Provider is party or any of the material obligations of the Issuer under the Liquidity Facility Agreement or any of the other Transaction Documents to which the Liquidity Facility Provider is party are not or cease to be legal, valid, binding and enforceable; (d) the Issuer fails duly to perform or comply with any material non-payment obligation, condition or provision expressed to be assumed by it in the Liquidity Facility Agreement (unless sufficient funds are not available for such payment in accordance with the Revelant Issuer Priority of Payments) and such failure continues for 20 Business Days after the Liquidity Facility Provider has given notice of such failure to perform or comply to the Issuer or the Servicer, the Issuer Security Trustee and MBIA requiring remedy; (e) any representation, warranty or statement which is given by the Issuer in the Liquidity Facility Agreement proves to be incorrect in any material respect when given or, if it were repeated at any time by reference to the circumstances then prevailing, would be incorrect in any material respect at such time or any representation, warranty or statement contained in any certiﬁcate, statement or notice provided to the Liquidity Facility Provider under or in connection with the Liquidity Facility Agreement proves to be incorrect in any material respect at the time it was made and the result of any of the foregoing materially and adversely affects the ability of the Issuer or to observe or perform its obligations under the Liquidity Facility Agreement and such breach continues for 20 Business Days after the Liquidity Facility Provider has given notice of such breach to the Issuer or the Servicer, the Issuer Security Trustee and MBIA requiring remedy of the same; and (f) any of the following occurs: (i) if no administrative receiver has been appointed in accordance with the Issuer Deed of Charge with respect to the Issuer, an administrator has been appointed or a winding-up order (other than a winding-up for the purposes of merger, amalgamation or reconstruction the terms of which shall have been previously approved by the Issuer Security Trustee and MBIA) is made with respect to the Issuer; or (ii) any administrative receiver appointed with respect to the Issuer under the Issuer Deed of Charge is removed and a liquidator or administrator is appointed with respect to the Issuer. In addition, the Liquidity Facility Agreement will provide that (a) if the Liquidity Facility Provider declines to renew the commitment period of the Liquidity Facility upon request by the Issuer and/or (b) the Liquidity Facility Provider’s short term, unsecured, unsubordinated and unguaranteed debt obligations

96 cease to be rated at least the Minimum Short-Term Ratings and, in either case, the Issuer is unable within a period of 10 days to ﬁnd a replacement Liquidity Facility Provider with the Minimum Short-Term Ratings ((b) being a Liquidity Downgrade Event and each of (a) and (b) being a Liquidity Event), the Issuer will be entitled to require the Liquidity Facility Provider to pay into a designated bank account of the Issuer (the Liquidity Facility Reserve Account), maintained with the Liquidity Facility Provider for so long as the Liquidity Facility Provider has the Minimum Short-Term Ratings (or otherwise with the Account Bank or other bank, the short term, unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least the Minimum Short-Term Ratings and which is within the charge to United Kingdom corporation tax) an amount equal to its undrawn commitment under the Liquidity Facility Agreement (the Standby Deposit). The Standby Deposit itself and the Liquidity Facility Reserve Account will not be available to the Issuer Secured Creditors generally. Amounts standing to the credit of the Liquidity Facility Reserve Account which represent a Standby Deposit will, subject to the Issuer Deed of Charge, be available to the Issuer by way of liquidity drawing in the event of there being a Liquidity Shortfall in the circumstances provided in the Liquidity Facility Agreement. Such a liquidity drawing will accrue interest and be repayable as previously described, except that, until the Liquidity Facility Provider is replaced or the Liquidity Event which gave rise to the Standby Deposit is remedied, repayment will be made into the Liquidity Facility Reserve Account. Any costs incurred by the Issuer in obtaining a replacement liquidity facility or in utilising the Liquidity Facility will be borne by the Liquidity Facility Provider. Following the delivery by the Note Trustee of a Note Acceleration Notice to the Issuer, any amounts then standing to the credit of the Liquidity Facility Reserve Account which represent the Standby Deposit will be paid to the Liquidity Facility Provider and will not be available to the Noteholders. The Liquidity Facility Agreement will be governed by English law.

(6) The Swap Agreements The Swap Transactions, including one or more Existing Swaps and/or Second New Swaps, are intended to hedge the obligations of the Issuer with respect to the floating rate component of interest payments under the Class A8 Notes and the Class C1 Notes. Each Swap Transaction will take the form of a fixed/floating interest rate swap and/or other appropriate arrangement commensurate with the ratings of the Notes on the Fourth Closing Date and will be governed by and form part of an ISDA Master Agreement (a Swap Agreement) entered into by the Issuer and the relevant Swap Provider on or before the Fourth Closing Date. Pursuant to the terms of each Swap Transaction, the Issuer will make periodic fixed rate payments to the relevant Swap Provider in sterling which the Issuer will fund using, inter alia, interest payments which it receives from the Borrower under the Issuer/Borrower Facility Agreement and payments received by it under the Issuer/Borrower Swap Agreement. The Swap Providers will, on the same date(s), make floating rate payments in sterling (calculated by reference to LIBOR) to the Issuer. With respect to payments due under each Swap Transaction on the same date, the amounts payable by the Issuer and a Swap Provider will be netted so that only a net amount will be due from the Issuer or the Swap Provider (as the case may be) on any date.

(a) Ratings downgrade of a Swap Provider If the ratings assigned to the long-term or short term unsecured, unsubordinated and unguaranteed debt obligations of a Swap Provider are downgraded below the minimum ratings given by the relevant Rating Agency speciﬁed in a Swap Agreement (the Minimum Ratings), such Swap Provider will be required within 30 days thereof to take one of certain remedial measures which may include (i) the provision of collateral for its obligations under the relevant Swap Agreement; (ii) the transfer of its obligations under the relevant Swap Agreement to a replacement swap counterparty who has at least the Minimum Ratings and (in the case of the Existing Swaps) is acceptable to MBIA; (iii) procuring another person who has at least the Minimum Ratings and (in the case of the Existing Swaps) is acceptable to MBIA to become a co-obligor or to guarantee the obligations of the relevant Swap Provider; or (iv) taking such other action as it may agree with the relevant Rating Agency and MBIA. If the ratings assigned to the short-term or long-term unsecured, unsubordinated and unguaranteed debt obligations of a Swap Provider are further downgraded, such Swap Provider will be required, on a reasonable efforts basis, to take one of certain further remedial measures which may include transferring its obligations under the relevant Swap Agreement to a replacement swap counterparty who has at least

97 the Minimum Ratings, or procuring another person who has at least the Minimum Ratings to guarantee the obligations of the relevant Swap Provider. A failure by a Swap Provider to take the required remedial action following a ratings downgrade will, subject to certain conditions, give the Issuer a right to terminate the transactions under the relevant Swap Agreement.

(b) Excess collateral The Issuer will maintain Swap Collateral Ledger(s) in respect of collateral transferred by a Swap Provider and such collateral transferred by a Swap Provider will not be applied in accordance with the applicable priorities of payments in the Issuer Deed of Charge. Accordingly, any collateral transferred by a Swap Provider in accordance with a Swap Agreement which (i) is in excess of the termination amount that it would otherwise be required to pay to the Issuer under the relevant Swap Agreement; or (ii) it is entitled to have returned to it under the relevant Swap Agreement will be returned to the Swap Provider directly (and as a consequence, prior to the distribution of any amounts due to the Noteholders or the other Issuer Secured Creditors).

(c) Termination rights and payments Each Swap Transaction (or in certain circumstances, part thereof) may be terminated by one party if (i) an applicable event of default or termination event (each as speciﬁed in the relevant Swap Agreement) occurs in relation to the other party; (ii) the relevant class of Notes is redeemed, repurchased or cancelled (in each case, in full and in certain circumstances, in part) prior to their stated maturity; or (iii) either a Note Acceleration Notice or (subject to the conditions speciﬁed in the relevant Swap Agreement) an Issuer Enforcement Notice, as the case may be, is served. If a Swap Transaction is terminated, whether in whole or in part, prior to its stated termination date, a termination amount may be payable by one party to the other. Any such termination amount may be substantial and if payable to a Swap Provider, will, other than in limited circumstances, rank in priority or pari passu to amounts due to the Noteholders.

(d) Transfer A Swap Provider may at its discretion and its own cost transfer all of its rights and obligations under a Swap Agreement to another party with the prior written consent of MBIA, provided that, inter alia, such party has at least the Minimum Ratings or its performance under the relevant Swap Agreement and the related transactions will be guaranteed in full by the relevant Swap Provider. If certain Events of Default or Termination Events occur under the relevant Swap Agreement, MBIA has, subject to certain conditions set out in the relevant Swap Agreement, the right to take actions as detailed in the relevant Swap Agreement, including providing a guarantee of the Issuer’s obligations under the Swap Agreement so that the transactions under the relevant Swap Agreement do not terminate.

(e) Withholding Tax All payments to be made by either party under a Swap Agreement are to be made without deduction or withholding for or on account of tax unless such deduction or withholding is required by applicable law. If the Issuer is required to make such a deduction or withholding from any payment to be made to a Swap Provider under a Swap Agreement (the requirement to deduct or withhold being a Tax Termination Event in respect of the Issuer), the sum to be paid will not be increased to the extent necessary to ensure that, after that deduction or withholding is made, the amount received by the Swap Provider is equal to the amount which that Swap Provider would have received had that deduction or withholding not been required to be made. If a Swap Provider is required to make such a deduction or withholding from any payment to be made to the Issuer under a Swap Agreement (the requirement to deduct or withhold being a Tax Termination Event in respect of the Swap Provider), the sum to be paid will be increased to the extent necessary to ensure that, after deduction or withholding is made, the amount received by the Issuer is equal to the amount which the Issuer would have received had that deduction or withholding not been required to be made. If a Tax Termination Event occurs, the party required to pay an increased amount or to receive a payment from which an amount has been deducted or withheld, as the case may be, may terminate the Swap

98 Agreement, subject to the Swap Provider being required to use reasonable efforts to transfer its rights and obligations in respect of the Swap Agreement to another office or affiliate such that payments made by and to that Swap Provider or affiliate under the Swap Agreement can be made without any deduction or withholding for or on account of tax. (f) Governing Law The Swap Agreements will be governed by English law. (7) Issuer Deed of Charge On or about the Fourth Closing Date, the parties to the Original Issuer Deed of Charge together with the Swap Providers and MBIA will enter into an eighth supplemental deed of charge (the Eighth Supplemental Issuer Deed of Charge). This will be supplemental to the deed of charge entered into by, inter alios, the Issuer, the Liquidity Facility Provider, the Note Trustee and the Issuer Security Trustee dated 30 June 1999 (the Original Issuer Deed of Charge), as supplemented by a first supplemental deed of charge dated 5 July 1999 (the First Supplemental Issuer Deed of Charge), a second supplemental deed of charge dated 23 December 1999 (the Second Supplemental Issuer Deed of Charge), a third further supplemental Issuer Deed of Charge dated 17 February 2000 (the Third Supplemental Issuer Deed of Charge), a fourth supplemental deed of charge dated 21 November 2002 (the Fourth Supplemental Issuer Deed of Charge), a fifth supplemental deed of charge dated 28 November 2002 (the Fifth Supplemental Issuer Deed of Charge), a sixth supplemental deed of charge dated 17 June 2005 (the Sixth Supplemental Issuer Deed of Charge) and a seventh supplemental deed of charge dated 19 May 2005 (the Seventh Supplement Issuer Deed of Charge and together with the Original Issuer Deed of Charge, the First Supplemental Issuer Deed of Charge, the Second Supplemental Issuer Deed of Charge, the Third Supplemental Issuer Deed of Charge, the Fourth Supplemental Issuer Deed of Charge, the Fifth Supplemental Issuer Deed of Charge, the Sixth Supplemental Issuer Deed of Charge and the Eighth Supplemental Issuer Deed of Charge, the Issuer Deed of Charge). Under the terms of the Issuer Deed of Charge, the Issuer has granted or will grant security in favour of the Issuer Security Trustee who holds such security on trust for the benefit of itself and the other Issuer Secured Creditors including: (a) an assignment by way of a first fixed security of its right, title, interest and benefit, present and future, in, to and under the Transaction Documents to which it is a party, including the security trusts created under the Punch Taverns B Deed of Charge; (b) a charge by way of a first fixed security over the amounts from time to time standing to the credit of a prefunding account, the Issuer Transaction Account, the Issuer Cash Collateralisation Account and the Liquidity Facility Reserve Account; (c) a charge by way of first fixed security over all investments in Eligible Investments (as defined below) permitted to be made pursuant to the Servicing and Cash Management Agreement; and (d) a first floating charge (ranking behind the claims of certain preferential and other creditors) over all of the property, assets and undertakings of the Issuer not already subject to fixed security (but extending over all of its Scottish Assets), all as more particularly set out in the Issuer Deed of Charge. The security interests referred to in paragraphs (b) and (c) above, although expressed as fixed security interests, may take effect as floating security interests and thus rank behind the claims of certain preferential and other creditors. The assets of the Issuer (other than cash held by the Escrow Agent), which will constitute the security for the Notes, will also stand as security for amounts payable by the Issuer, inter alia: (a) to the Issuer Security Trustee and the Note Trustee under the Issuer Deed of Charge, the Trust Deed and the Existing Notes Agency Agreement, the First New Notes Agency Agreement and the Second New Notes Agency Agreement; (b) to MBIA under the Second Guarantee and Reimbursement Agreement, the Second MBIA Financial Guarantee Fee Letter and the Issuer Deed of Charge; (c) to the Liquidity Facility Provider under the Liquidity Facility Agreement and the Issuer Deed of Charge;

99 (d) to the Paying Agents and the Agent Banks under the Existing Notes Agency Agreement, the First New Notes Agency Agreement, the Second New Notes Agency Agreement and the Issuer Deed of Charge; (e) to the Account Bank under the Servicing and Cash Management Agreement and the Issuer Deed of Charge; and (f) to the Swap Providers under the Swap Agreements and the Issuer Deed of Charge. The Issuer Security Trustee, the Paying Agents, the Agent Banks, the Note Trustee, the Noteholders, MBIA, the Liquidity Facility Provider, the Account Bank and the Swap Providers are together referred to as the Issuer Secured Creditors. Under the terms of the Issuer Deed of Charge, the Issuer has covenanted with the Issuer Security Trustee, inter alia, not to sell or otherwise dispose of any part of its assets, or to permit or consent to any person whose obligations form part of the Issuer Security, being released from such obligations, save as envisaged in or permitted by the Transaction Documents to which it is a party. (a) Appointment of an administrative receiver The Issuer Deed of Charge will provide that the Issuer Security Trustee shall enforce the Issuer Security in respect of the Issuer, by appointing an administrative receiver, if it has actual notice of either: (i) an application for the appointment of an administrator; or (ii) the giving of a notice of intention to appoint an administrator, in respect of the Issuer, such appointment to take effect upon the final day by which the appointment must be made in order to prevent an administration proceeding or (where the Issuer or the directors of the Issuer have initiated the administration) not later than that final day. In addition, the Issuer Security Trustee may (subject to Summary of Principal Documents – Issuer Deed of Charge – Indemnity of the Issuer Security Trustee below), following the occurrence of an Issuer Event of Default, enforce the Issuer Security in respect of the Issuer by the appointment of an administrative receiver (if the Issuer Security Trustee has not already done so pursuant to the foregoing). The Issuer Security Trustee shall not be liable for any failure to appoint an administrative receiver, save in the case of its own gross negligence, wilful default or fraud. (b) Indemnity of the Issuer Security Trustee The Issuer Security Trustee will not be obliged to appoint an administrative receiver unless it is indemnified and/or secured to its satisfaction. However, the Issuer Deed of Charge will provide that, if the Issuer Security Trustee is required to enforce the Issuer Security by appointing an administrative receiver following receipt of actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, then the Issuer Security Trustee will agree that it is adequately indemnified and secured in respect of such appointment by virtue of its rights against the Issuer under the Issuer Deed of Charge and the security which it has in respect of such rights. The Issuer will covenant in the Issuer Deed of Charge that, if the Issuer Security Trustee appoints an administrative receiver by reason of having actual notice of an application for the appointment of an administrator or actual notice of the giving of a notice of intention to appoint an administrator, it waives any claim against the Issuer Security Trustee in respect of such appointment (c) Issuer Priority of Payments (1) Pre-Issuer Event of Default Prior to the occurrence of an Issuer Event of Default which has occurred and is subsisting, amounts standing to the credit of the Issuer Transaction Account (other than any Swap Excluded Amounts (as defined below)) shall be applied in the following order of priority (including in each case any amount in respect of value added tax payable thereon): (a) first, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) the fees or other remuneration and indemnity payments (if any) payable to the Issuer Security Trustee and any costs, charges, liabilities and expenses incurred by it under the provisions of the Issuer Deed of Charge and any of the other Transaction Documents, together with interest thereon as provided for therein; (ii) the fees or other remuneration and indemnity payments (if any) payable to the Note Trustee and any costs, charges, liabilities and expenses incurred by it under the provisions of the Trust Deed and any of the other Transaction Documents, together with interest thereon as provided for therein;

100 (iii) the fees or other remuneration and indemnity payments (if any) payable to the Depositary, the Registrar, the Paying Agents and the Existing Notes Agent Bank and any costs, charges, liabilities and expenses incurred under the provisions of the Existing Notes Agency Agree- ment, the Depositary Agreement and any of the other Transaction Documents, together with interest thereon as provided for therein; and (iv) the fees or other remuneration and indemnity payments (if any) payable to the Paying Agents, the First New Notes Agent Bank and the Second New Notes Agent Bank and any costs, charges, liabilities and expenses incurred under the provisions of the First New Notes Agency Agreement, the Second New Notes Agency Agreement and any of the other Transaction Documents, together with interest thereon as provided for therein; (b) second, in or towards satisfaction (after application of all amounts in the Issuer Cash Collaterali- sation Account and the Liquidity Facility Reserve Account (if any)) of all amounts of principal, interest, commitment fees and any mandatory costs due or accrued but unpaid to the Liquidity Facility Provider under the terms of the Liquidity Facility Agreement but, in the case of the mandatory costs only, up to a maximum aggregate amount of 0.2 per cent. per annum of the maximum aggregate amount available to be drawn under the Liquidity Facility (any amounts in excess of 0.2 per cent. per annum as aforesaid and any amounts in respect of withholding taxes and increased costs being the Liquidity Subordinated Amounts); (c) third, in or towards satisfaction, pro rata according to the respective amounts thereof, of the fees, costs, expenses and liabilities of: (i) the Account Bank under the provisions of the Bank Agreement; (ii) the Servicer under the provisions of the Servicing and Cash Management Agreement; and (iii) the Financial Adviser under the provisions of the Financial Advisory Services Agreement; (d) fourth, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) all amounts of interest due or accrued due but unpaid under the Class A3 Notes; (ii) all amounts of interest due or accrued due but unpaid under the Class A6 Notes; (iii) (A) all Second Interest Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A7 Notehold- ers and the Second MBIA Financial Guarantee Fee and other amounts payable to MBIA in respect of the Class A7 Notes (other than the Second Principal Reimbursement Amounts, any Second MBIA Prepayment Fees and any Premium Step-Up Amounts as expressly referred to below); and (B) all amounts of interest due or accrued due but unpaid under the Class A7 Notes, such amounts to be applied in the following order of priority: (x) ﬁrst, to pay to MBIA the amounts described at and subject to (A) above; and (y) second, to pay the Class A7 Noteholders the amounts described at (B) above; and (iv) (A) all Second Interest Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A8 Notehold- ers and the Second MBIA Financial Guarantee Fee and other amounts payable to MBIA in respect of the Class A8 Notes (other than the Second Principal Reimbursement Amounts, any Second MBIA Prepayment Fees and any Premium Step-Up Amounts as expressly referred to below); and (B) all amounts of interest due or accrued due but unpaid under the Class A8 Notes (other than in respect of Class A8 Step Up Amounts), such amounts to be applied in the following order of priority: (x) ﬁrst, to pay to MBIA the amounts described at and subject to (A) above; and (y) second, to pay the Class A8 Noteholders the amounts described at (B) above;

101 (v) to the extent that a Swap Provider has not received such amount out of Swap Excluded Amounts (as defined below), all amounts due and payable to the Swap Providers (pro rata according to the respective amounts then payable) pursuant to the terms of the Swap Agreements other than any Swap Subordinated Amounts (as defined below) and including, in the event of the transactions under the Swap Agreement being terminated and until the entry into of a replacement Swap Agreement, towards a reserve for the payment of fees, costs and expenses which may be needed to enter into such replacement Swap Agreement; and (vi) other than amounts owing under paragraph (m) below, all amounts due and payable by the Issuer to the Borrower pursuant to the terms of the Issuer/Borrower Swap Agreement (to the extent such amount is not set-off against amounts due and payable by the Borrower to the Issuer pursuant to the terms of the Issuer/Borrower Facility Agreement); (e) fifth, in or toward satisfaction, pro rata according to the respective amounts thereof, of: (i) all scheduled amounts of principal (if any) payable in respect of the Class A3 Notes on that Interest Payment Date pursuant to Condition 5(b) and all amounts of principal payable in respect of the Class A3 Notes redeemed on such Interest Payment Date in accordance with Condition 5(c); (ii) all scheduled amounts of principal (if any) payable in respect of the Class A6 Notes on that Interest Payment Date pursuant to Condition 5(b) and all other amounts of principal payable in respect of the Class A6 Notes redeemed pursuant to Condition 5(c); (iii) (A) all Second Principal Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A7 Notehold- ers and Second MBIA Prepayment Fees attributable to the Class A7 Notes; and (B) all scheduled amounts of principal (if any) payable in respect of the Class A7 Notes on that Interest Payment Date pursuant to Condition 5(b)(i), such amounts to be applied in the following order of priority: (x) first, to pay to MBIA the amounts described at and subject to (A) above; and (y) secondly, to pay the Class A7 Noteholders the amounts described at (B) above; and (iv) (A) all Second Principal Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A8 Notehold- ers and Second MBIA Prepayment Fees attributable to the Class A8 Notes; and (B) all scheduled amounts of principal (if any) payable in respect of the Class A8 Notes on that Interest Payment Date pursuant to Condition 5(b)(i), such amounts to be applied in the following order of priority: (x) first, to pay to MBIA the amounts described at and subject to (A) above; and (y) secondly, to pay the Class A8 Noteholders the amounts described at (B) above; and (f) sixth, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) all amounts of interest due or accrued due but unpaid under the Class B1 Notes; and (ii) all amounts of interest due or accrued due but unpaid under the Class B2 Notes; (g) seventh, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) all scheduled amounts of principal (if any) payable in respect of the Class B1 Notes on that Interest Payment Date pursuant to Condition 5(b) and all other amounts of principal payable in respect of Class B1 Notes redeemed on such Interest Payment Date in accordance with Condition 5(c); and (ii) all scheduled amounts of principal (if any) payable in respect of the Class B2 Notes on that Interest Payment Date pursuant to Condition 5(b) and all other amounts of principal payable in respect of Class B2 Notes redeemed on such Interest Payment Date in accordance with Condition 5(c);

102 (h) eighth, in or towards satisfaction of all amounts of interest due or accrued due but unpaid under the Class C1 Notes (other than in respect of Class C1 Step Up Amounts); (i) ninth, in or towards satisfaction of all scheduled amounts of principal (if any) payable in respect of the Class C1 Notes on that Interest Payment Date pursuant to Condition 5(b) and all other amounts of principal payable in respect of Class C1 Notes redeemed on such Interest Payment Date in accordance with Condition 5(c); (j) tenth, in or towards satisfaction of any other amounts (including any Liquidity Subordinated Amounts, but excluding any sums referred to in paragraph (b) above) due under the Liquidity Facility Agreement to the Liquidity Facility Provider; (k) eleventh, in or towards satisfaction pro rata of sums due or overdue from the Issuer as a primary liability to third parties under obligations incurred in the course of the Issuer’s business including any amounts due to the Rating Agencies, the Irish Stock Exchange, the Luxembourg Stock Exchange and listing agents, and any amounts then due and payable to be provided in respect of the Issuer’s liability or possible liability for all amounts of tax payable by the Issuer, other than amounts paid under paragraphs (a) to (j) and (l) to (p); (l) twelfth, in or towards satisfaction, pari passu, according to the respective amounts thereof, of the amounts due in respect of any Swap Subordinated Amounts; (m) thirteenth, in or towards satisfaction of any amounts to be paid to the Borrower by way of refund of any tax credits to the extent received in cash in connection with the Issuer/Borrower Swap Agreement or the Issuer/Borrower Facility Agreement; (n) fourteenth, in or towards satisfaction, pro rata, according to the respective amounts thereof, of: (i) amounts payable in respect of Class A8 Step-Up Amounts; and (ii) amounts payable to MBIA in respect of Premium Step-Up Amounts in respect of the Class A8 Notes; (o) fifteenth, in or towards satisfaction, of amounts payable in respect of Class C1 Step-Up Amounts; and (p) sixteenth, the surplus (if any) to the Issuer or other persons entitled thereto. provided that any amounts raised by the Issuer by way of an issuance of Further Notes, Replacement Notes or New Notes and standing to the credit of the Issuer Transaction Account shall not be applied by the Issuer in accordance with the foregoing order of priority and shall be advanced (in the case of moneys raised by the Issuer by way of an Issue of Further Notes or New Notes or Replacement Notes) on any day by the Issuer to the Borrower as a Further Term Advance and/or a New Term Advance (as the case may be). Payments may not be made from the Issuer Transaction Account on any day other than on an Interest Payment Date other than to satisfy liabilities set out in paragraph (k) above. To the extent that the Issuer’s funds on the relevant Interest Payment Date are insufficient to make payments under paragraphs (a) to (i) inclusive above, the Issuer may make a drawing under the Liquidity Facility (subject to specified limits, as to which see Summary of Principal Documents – Liquidity Facility Agreement above) or, to the extent credited thereto, the Liquidity Facility Reserve Account (see Summary of Principal Documents – Liquidity Facility Agreement above). For these purposes: Cash Benefit of any Tax Credit means an amount equal to the additional amount of tax which would have been payable by the Issuer in the relevant jurisdiction but for the grant to it of a Tax Credit and, in the case of repayment, the amount of such repayment including any related interest or similar amount received by the Issuer; Swap Excluded Amounts means: (a) if the transactions under a Swap Agreement are terminated in circumstances where the Issuer enters into a replacement Swap Agreement, amounts received by the Issuer (the Swap Replace- ment Amounts) from any replacement swap provider in respect of the entry by the Issuer into a replacement Swap Agreement and the replacement transactions thereunder to the extent of the termination payment (if any) due to the replaced Swap Provider under the relevant Swap Agreement (which amounts are to be applied by the Issuer in payment of such termination payment due to the relevant Swap Provider);

103 (b) amounts standing to the credit of the Swap Collateral Ledger(s) or representing amounts attributable to assets transferred as collateral by a Swap Provider following the occurrence of a ratings downgrade of such Swap Provider (which are to be applied in returning collateral to, or in satisfaction of amounts owing by, such Swap Provider in accordance with the relevant Swap Agreement); and (c) the Cash Benefit of any Tax Credit; Swap Subordinated Amounts means any amounts due from the Issuer on termination of the transactions under a Swap Agreement due to the occurrence of an event of default in respect of which a Swap Provider is the defaulting party or any additional termination event relating to a ratings downgrade of a Swap Provider but excluding any premium or initial payment that the Issuer receives from a replacement swap counterparty in connection therewith; and Tax Credit means where a Swap Provider pays an amount in accordance with the relevant Swap Agreement and the Issuer is granted or otherwise receives from the tax authorities of any relevant jurisdiction any tax credit, allowance, set-off or repayment relating to such payment by such swap counterparty, such tax credit, allowance, set-off or repayment. (2) Post Issuer Event of Default, Pre Note Acceleration Notice From and including the time when an Issuer Event of Default has occurred (and is continuing) but prior to the delivery of a Note Acceleration Notice, no amount may be withdrawn from the Issuer Transaction Account (other than Swap Excluded Amounts) or the Liquidity Facility Reserve Account without the prior written consent of the Issuer Security Trustee and upon the giving of such consent all monies received or recovered by the Issuer Security Trustee or any receiver are to be applied in the same order of priority as specified under ‘‘(1) Pre-Issuer Event of Default’’ above except that (a) payments to the receiver will rank pari passu with payments to the Issuer Security Trustee and (b) no amounts which are not secured by the Issuer Security will be paid except with the consent of the Issuer Security Trustee. Any surplus monies held by the Issuer Security Trustee or the receiver, excluding Swap Excluded Amounts which shall be returned to the relevant Swap Provider, but not immediately required by them for payment of any secured liability are to be held in a suspense account for future application. (3) Post Note Acceleration Notice Following the service of a Note Acceleration Notice, the Issuer Security Trustee is required to apply (a) monies available in the Issuer Cash Collateralisation Account and the Liquidity Facility Reserve Account to the Liquidity Facility Provider, (b) Swap Excluded Amounts (as defined above) which are to be applied in returning collateral to, or in satisfaction of other amounts owing by, the Swap Providers in accordance with the Swap Agreements) and (c) monies available in the Issuer Transaction Account for distribution in or towards the satisfaction of the following amounts in the following order of priority (and in each case only, to the extent that payments or provisions of a higher priority have been made in full) (unless otherwise required by operation of law) (together in each case with any amounts in respect of value added tax which have been agreed pursuant to the governing contractual arrangement for the relevant item to be payable in respect thereof), provided that no such payment shall be made unless and until (if in the sole discretion of the issuer Security Trustee and/or the Note Trustee it is expedient to do so) a reserve fund is first established in the amount of £750,000 (or such lesser or greater amount as the Issuer Security Trustee and/or Note Trustee may reasonably determine) on account of any contingent costs, charges, liabilities and expenses which in the opinion of the Issuer Security Trustee and/or Note Trustee (as the case may be) may be incurred by the Issuer Security Trustee and/or the Note Trustee under the Transaction Documents: (a) first, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) the fees or other remuneration and indemnity payments (if any) payable to the Issuer Security Trustee and any receiver appointed by the Issuer Security Trustee and any costs, charges, liabilities and expenses incurred by the Issuer Security Trustee and any receiver under the provisions of the Issuer Deed of Charge and any of the other Transaction Documents, together with interest thereon as provided for therein; (ii) the fees or other remuneration and indemnity payments (if any) payable to the Note Trustee and any costs, charges, liabilities and expenses incurred by it under the provisions of the Trust Deed and any of the other Transaction Documents, together with interest thereon as provided for therein;

104 (iii) the fees or other remuneration and indemnity payments (if any) payable to the Depositary, the Registrar, the Paying Agents and the Existing Notes Agent Bank and any costs, charges, liabilities and expenses incurred under the provisions of the Existing Notes Agency Agree- ment, the Depositary Agreement, and any of the other Transaction Documents, together with interest thereon as provided therein; and (iv) the fees or other remuneration and indemnity payments (if any) payable to the Paying Agents, the First New Notes Agent Bank and the Second New Notes Agent Bank and any costs, charges, liabilities and expenses incurred under the provisions of the First New Notes Agency Agreement, the Second New Notes Agency Agreement and any of the other Transaction Documents, together with interest thereon as provided therein; (b) second, in or towards payments (after application of all amounts in the Issuer Cash Collateralisation Account and the Liquidity Facility Reserve Account (if any)) of all amounts of principal, interest, commitment fees and any mandatory costs, amounts in respect of withholding taxes and increased costs due or accrued due but unpaid to the Liquidity Facility Provider under the terms of the Liquidity Facility Agreement but excluding any Liquidity Subordinated Amounts; (c) third, in or towards satisfaction, pro rata according to the respective amounts thereof, of the fees, costs, expenses and liabilities of: (i) the Account Bank under the provisions of the Bank Agreement; and (ii) the Financial Adviser under the provisions of the Financial Advisory Services Agreement; (d) fourth, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) all amounts of interest due or accrued due but unpaid under the Class A3 Notes; (ii) all amounts of interest due or accrued due but unpaid under the Class A6 Notes; (iii) (A) all Second Interest Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A7 Notehold- ers and the Second MBIA Guarantee Fee and other amounts payable to MBIA in respect of the Class A7 Notes (other than the Second Principal Reimbursement Amounts, any Second MBIA Prepayment Fees and any Premium Step-Up Amounts as expressly referred to below); and (B) all amounts of interest due or accrued due but unpaid under the Class A7 Notes, such amounts to be applied in the following order of priority: (x) ﬁrst, to pay to MBIA the amounts described at and subject to (A) above; and (y) secondly, to pay the Class A8 Noteholders the amounts described at (B) above; and (iv) (A) all Second Interest Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A8 Notehold- ers and the Second MBIA Guarantee Fee and other amounts payable to MBIA in respect of the Class A8 Notes (other than the Second Principal Reimbursement Amounts, any Second MBIA Prepayment Fees and any Premium Step-Up Amounts as expressly referred to below); and (B) all amounts of interest due or accrued due but unpaid under the Class A8 Notes (other than in respect of Class A8 Step Up Amounts), such amounts to be applied in the following order of priority: (x) ﬁrst, to pay to MBIA the amounts described at and subject to (A) above; and (y) secondly, to pay the Class A8 Noteholders the amounts described at (B) above; (v) all amounts due and payable to the Swap Providers (pro rata according to the respective amounts then payable) pursuant to the terms of the Swap Agreements other than Swap Subordinated Amounts; and

105 (vi) other than amounts owing under paragraph (m) below, all amounts due and payable by the Issuer to the Borrower pursuant to the terms of the Issuer/Borrower Swap Agreement (to the extent such amount is not set-off against amounts due and payable by the Borrower to the Issuer pursuant to the terms of the Issuer/Borrower Facility Agreement); (e) fifth, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) all amounts of principal due in respect of the Class A3 Notes; (ii) all amounts of principal due in respect of the Class A6 Notes; (iii) (A) all Second Principal Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A7 Notehold- ers and Second MBIA Prepayment Fees attributable to the Class A7 Notes; and (B) all scheduled amounts of principal (if any) payable in respect of the Class A7 Notes on that Interest Payment Date pursuant to Condition 5(b)(i), such amounts to be applied in the following order of priority: (x) first, to pay to MBIA the amounts described at and subject to (A) above; and (y) secondly, to pay the Class A7 Noteholders the amounts described at (B) above; and (iv) (A) all Second Principal Reimbursement Amounts due under the Second Guarantee and Reimbursement Agreement in respect of payments by MBIA to the Class A8 Notehold- ers and Second MBIA Prepayment Fees attributable to the Class A8 Notes; and (B) all scheduled amounts of principal (if any) payable in respect of the Class A8 Notes on that Interest Payment Date pursuant to Condition 5(b)(i), such amounts to be applied in the following order of priority: (x) first, to pay to MBIA the amounts described at and subject to (A) above; and (y) secondly, to pay the Class A8 Noteholders the amounts described at (B) above; and (f) sixth, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) all amounts of interest due or accrued due but unpaid under the Class B1 Notes; and (ii) all amounts of interest due or accrued due but unpaid under the Class B2 Notes; (g) seventh, in or towards satisfaction, pro rata according to the respective amounts thereof, of: (i) all amounts of principal due in respect of the Class B1 Notes; and (ii) all amounts of principal due in respect of the Class B2 Notes; (h) eighth, in or towards satisfaction of all amounts of interest due or accrued due but unpaid under the Class C1 Notes (other than in respect of Class C1 Step Up Amounts); (i) ninth, in or towards satisfaction of all amounts of principal due in respect of the Class C1 Notes; (j) tenth, in or towards satisfaction of any other amounts (including, for the avoidance of doubt, any Liquidity Subordinated Amounts but excluding any sums referred to in paragraph (b) above) due under the Liquidity Facility Agreement to the Liquidity Facility Provider; (k) eleventh, in and towards satisfaction of the fees, costs, expenses and liabilities of the Servicer incurred under the Servicing and Cash Management Agreement (as defined above); (l) twelfth, in or towards satisfaction, pari passu, according to the respective amounts thereof, of the amounts due in respect of any Swap Subordinated Amounts; (m) thirteenth, in or towards satisfaction of any amounts to be paid to the Borrower by way of refund of any tax credits to the extent received in cash in connection with the Issuer/Borrower Swap Agreement or the Issuer/Borrower Facility Agreement; (n) fourteenth, in or towards satisfaction, pro rata, according to the respective amounts thereof, of: (i) amounts payable in respect of Class A8 Step-Up Amounts; and

106 (ii) amounts payable to MBIA in respect of Premium Step-Up Amounts in respect of the Class A8 Notes; (o) fifteenth, in or towards satisfaction of amounts payable in respect of the Class C1 Step Up Amounts; and (p) sixteenth, the surplus (if any) to the Issuer or other persons entitled thereto. Notwithstanding the above, to the extent that the Issuer receives any termination payment from a Swap Provider on termination of any transaction entered into under a Swap Agreement and the Issuer has an obligation to pay a corresponding amount to the Borrower in respect of the termination of the relevant transaction(s) under the Issuer/Borrower Swap Agreement, the Issuer shall be entitled to make such payment directly to the Borrower on any day. The Note Trustee agrees that it will copy to the Swap Providers any Note Acceleration Notice served by it or any Issuer Enforcement Notice served by the Issuer Security Trustee. (d) Non-petition etc. Each of the Issuer Secured Creditors (other than the Noteholders, the Note Trustee and the Issuer Security Trustee) has agreed or will agree: (a) that only the Issuer Security Trustee may enforce the security created pursuant to the Issuer Deed of Charge; and (b) that it will not take any steps whatsoever to direct the Issuer Security Trustee to enforce the Issuer Security created in its favour under the Issuer Deed of Charge (except as expressly provided therein), nor take any steps or pursue any action whatsoever for the purpose of recovering any debts due or owing to it by the Issuer or petition or procure the petitioning for the winding-up, dissolution or reorganisation (other than a solvent reorganisation) of the Issuer (including, but not limited to, the presentation of a petition for an administration order or the filing of documents with the court for administration) agreed to in advance by the Issuer Security Trustee, for the enforcement of any Encumbrance over any or all of its assets or administration of the Issuer or for the appointment of a receiver, trustee or similar official over any or all of its assets or revenues in respect of the Issuer, unless an Issuer Enforcement Notice has been served, or the Note Trustee, having become bound to serve an Issuer Enforcement Notice, and/or the Issuer Security Trustee, having become bound to take any steps or proceedings to enforce the Issuer Security, fails to do so within a reasonable period of becoming so bound and such failure is continuing (in which case each of such Issuer Secured Creditors will be entitled to take any such steps and proceedings as it shall deem necessary other than the presentation of a petition for the winding up of, or for an administration order in respect of, the relevant chargor). (e) Modifications, waiver and no material prejudice test The Issuer Security Trustee may at any time sanction any modification to, or waive or authorise any breach of the Transaction Documents or give any direction requested by the Borrower Security Trustee to be given by it provided that the Issuer Security Trustee determines that the interests of the Issuer Secured Creditors will not be materially prejudiced as a result of such modification, waiver, authorisation or direction (the No Material Prejudice Test). Where the Rating Agencies have given a Rating Confirmation, the Issuer Security Trustee, in considering the No Material Prejudice Test, shall be entitled to take into account such Rating Confirmation provided that the Issuer Security Trustee shall be responsible for taking into account for the purposes of the No Material Prejudice Test, all other matters that would be relevant to such No Material Prejudice Test. The Issuer Deed of Charge will be governed by English law.

(8) Parent Guarantee Payments of principal of, and interest on, the Existing Fixed Rate Notes and the Second New Notes are irrevocably and unconditionally guaranteed by the Parent Guarantor pursuant to a guarantee contained in the Trust Deed dated 30 June 1999 (the Original Trust Deed), as amended and supplemented by a supplemental trust deed (the First Supplemental Trust Deed) dated 17 February 2000 between the Issuer and the Note Trustee, a second supplemental trust deed (the Second Supplemental Trust Deed) dated 28 November 2002 between the Issuer and the Note Trustee, a third supplemental trust deed (the Third Supplemental Trust Deed) dated 3 February 2003 between the Issuer, the Parent

107 Guarantor, the Note Trustee and MBIA Assurance S.A. as financial guarantor of the Class A4 Notes and the Class A5 Notes and a fourth supplemental trust deed (the Fourth Supplemental Trust Deed) dated the Fourth Closing Date between the Issuer, the Parent Guarantor, the Note Trustee and MBIA as financial guarantor of the Class A7 Notes and the Class A8 Notes (the Original Trust Deed, the First Supplemental Trust Deed, the Second Supplemental Trust Deed, the Third Supplemental Trust Deed and the Fourth Supplemental Trust Deed are together, the Trust Deed). Payments to be made by the Issuer to MBIA in accordance with the Second Guarantee and Reimbursement Agreement are irrevocably and unconditionally guaranteed pursuant to the guarantee contained therein. The claims of the Issuer Secured Creditors (other than the Noteholders) upon the Issuer are irrevocably and unconditionally guaranteed by the Parent Guarantor pursuant to a guarantee contained in the Eighth Supplemental Issuer Deed of Charge . The Parent Guarantor does not have a power of veto in relation to changes to the rights of Noteholders. The guarantees by the Parent Guarantor contained in the Trust Deed, the Second Guarantee and Reimbursement Agreement and the Issuer Deed of Charge are together, the Parent Guarantee. (9) Parent Guarantor Deed of Charge On the Fourth Closing Date, the Parent Guarantor will enter into the Third Supplemental Parent Guarantor Deed of Charge (together with the Original Parent Guarantor Deed of Charge dated 5 July 1999, the First Supplemental Parent Guarantor Deed of Charge dated 17 February 2000 and the Second Supplemental Parent Guarantor Deed of Charge dated 28 November 2002, the Parent Guarantor Deed of Charge), which together create security interests over, inter alia, the Parent Guarantor’s rights under the Transaction Documents and its right title and interest in the shares of the Issuer, Borrower, Sister and Centrum to secure its obligations under the Parent Guarantee for the benefit of the Noteholders, MBIA and the other Issuer Secured Creditors (the Parent Guarantor Secured Creditors). Deutsche Trustee Company Limited as the security trustee under the Parent Guarantor Deed of Charge (the PG Security Trustee) will hold the benefit of the security created pursuant to the Parent Guarantor Deed of Charge for the Parent Guarantor Secured Creditors. The security under the Parent Guarantor Deed of Charge will be enforceable and monies shall be applied thereunder in the same manner as set out in the Issuer Deed of Charge. The Parent Guarantor Deed of Charge will be governed by English law. (10) Servicing and Cash Management Agreement A servicing and cash management agreement (the Servicing and Cash Management Agreement) was entered into on 30 June 1999 by the Issuer, the Servicer, the Parent Guarantor, the Account Bank and the Issuer Security Trustee and amended and restated on 28 November 2002 and will be further amended and restated on the Fourth Closing Date. The Issuer has the following accounts at the Account Bank for the following respective purposes: (a) Issuer Transaction Account: On the Fourth Closing Date, the net proceeds of the issue of the Second New Notes will be credited to the Issuer Transaction Account pending the making of the advances under the Second New Term Facilities. Thereafter, payments of principal, interest and fees received from the Borrower under the Issuer/Borrower Facility Agreement and the Issuer/ Borrower Swap Agreement will be paid into the Issuer Transaction Account, and amounts standing to the credit of the Issuer Transaction Account will be applied in accordance with the priority of payments in the Issuer Deed of Charge; (b) Liquidity Facility Reserve Account: the proceeds of any drawings made by the Issuer under the Liquidity Facility upon the occurrence of certain specified events (see Summary of Principal Documents – Liquidity Facility Agreement above) will be credited to the Liquidity Facility Reserve Account and to the extent funds are available, payments of any Liquidity Shortfall will be paid by the Issuer from the Liquidity Facility Reserve Account; and (c) Issuer Cash Collateral Account: amounts paid by the Borrower to the Issuer in relation to a drawing by the Issuer under the Liquidity Facility will be credited to the Issuer Cash Collateralisation Account and subsequently paid to the Liquidity Facility Provider in repayment of drawings under the Liquidity Facility on the next following Interest Payment Date. If collateral is transferred by a Swap Provider pursuant to a Swap Agreement, appropriate arrangements will be made in relation to the holding of that collateral by the Issuer.

108 Under the Servicing and Cash Management Agreement, the Account Bank (or an entity on its behalf) agreed on behalf of the Issuer, with the consent of the Issuer Security Trustee, to invest certain sums standing to the credit of the Issuer Transaction Account, the Issuer Cash Collateralisation Account and the Liquidity Facility Reserve Account in Eligible Investments. For these purposes, Eligible Investments means: (a) sterling gilt-edged securities; and (b) sterling demand or time deposits, certificates of deposit and short-term debt obligations (including commercial paper), provided that in all cases such investments have a maturity date falling no later than the next following Interest Payment Date and the short-term unsecured, unguaranteed and unsubordinated debt obligations of the issuing or guaranteeing entity or the entity with which the demand or time deposits are made (being an authorised bank under the Financial Services and Markets Act 2000 and a bank for the purposes of Section 349 of the Income and Corporation Taxes Act 1988 (ICTA) are rated ‘‘A-1’’ by S&P, ‘‘F1’’ by Fitch and ‘‘P-1’’ by Moody’s or higher by the relevant Rating Agencies or as otherwise acceptable to the Rating Agencies then rating the Notes. Under the Servicing and Cash Management Agreement the Issuer and the Issuer Security Trustee, acting jointly, may terminate the appointment of the Account Bank by giving not less than 30 days’ prior written notice of their intention to do so to the Account Bank, provided that no such termination shall take effect until a new account bank has been appointed by the Issuer which satisfies the criteria set out in the Servicing and Cash Management Agreement. Upon giving notice to the Account Bank, the Issuer will use its reasonable endeavours to appoint a suitable new account bank prior to the expiry of the 30 day notice period. The appointment of the Account Bank will also terminate automatically upon the occurrence of various termination events, such as default in the payment on the due date of any payment to be made by the Account Bank, being deemed unable to pay its debts within the meaning of Section 123 (other than Section 123(1)(a)) of the Insolvency Act 1986, or being rendered unable to perform its obligations under the Servicing and Cash Management Agreement for a period of 90 days by earthquakes, storms, fire, floods, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its reasonable control. The Account Bank may also resign its appointment by giving to the Issuer, the Servicer, the Parent Guarantor and the Security Trustee at least 60 days’ prior written notice, provided always that so long as any of the Notes are outstanding, no such resignation shall take effect until a new account bank shall have been appointed (11) Second New Notes Agency Agreement The Second New Notes Agent Bank will provide interest rate calculation services in respect of the Second New Notes and the Second New Notes Principal Paying Agent will make payments on behalf of the Issuer of principal and interest on the Second new Notes while in bearer form, pursuant to the terms of the Second New Notes Agency Agreement which will be entered into on the Fourth Closing Date between the Issuer, the Parent Guarantor, the Note Trustee, Deutsche Bank AG London (as Second New Notes Principal Paying Agent and Second New Notes Agent Bank) and the Irish Paying Agent. The appointment of the Second New Notes Agent Bank and the Second New Notes Principal Paying Agent may be terminated by the Issuer and the Parent Guarantor, with the prior written approval of the Note Trustee, giving not less than 30 days notice to that effect provided that, in the case of the Principal Paying Agent, such revocation shall not take effect until a successor has been duly appointed in accordance with the relevant Conditions with the prior written consent of the Note Trustee. The appointment of the Second New Notes Agent Bank and/or the Second New Notes Principal Paying Agent shall terminate immediately on the occurrence of various termination events, such as admitting in writing its insolvency or inability to pay its debts as they fall due, or an administrator or liquidator of the Second New Notes Agent Bank or Second New Notes Principal Paying Agent or the whole or any part of the undertaking, assets and revenues of the Second New Notes Agent Bank or Second New Notes Principal Paying Agent being appointed. The Second New Notes Agent Bank or Second New Notes Principal Paying Agent may also resign its appointment under the Second New Notes Agency Agreement upon not less than 60 days’ written notice

109 to the Issuer, the Parent Guarantor (with a copy, if relevant, to the Second New Notes Principal Paying Agent, MBIA and the Note Trustee) provided that (a) if such resignation would otherwise take effect less than 30 days before or after the maturity date of a class of Second New Notes or any payment date in relation to the Second New Notes, it shall not take effect until the first day following such date, and (b) in the case of the Second New Notes Principal Paying Agent such resignation shall not take effect until a successor (previously approved in writing by the Note Trustee) has been duly appointed by the Issuer in accordance with the relevant Conditions and notice of such appointment has been given to the Noteholders. If the Issuer has not appointed a replacement by the tenth day before the expiration of such notice, the or Second New Notes Agent Bank or the Second New Notes Principal Paying Agent, as the case may be, may appoint as its replacement any reputable and experienced financial institution. (12) Bank Agreements The Borrower has the following accounts at the Account Bank for the following purposes: (a) Collection Account: All moneys received by the Borrower will be credited to the Collection Account and will be applied as described in the Issuer/Borrower Facility Agreement, the Bank Agreement and the Punch Tavern B Deed of Charge. See Summary of Principal Documents – Issuer/ Borrower Facility Agreement – Other Covenants – Cash Flow Collections; (b) Disposal Proceeds Account: Moneys standing to the credit of the Disposal Proceeds Account may be withdrawn with the prior written consent of the Borrower Security Trustee as described in the Issuer/Borrower Facility Agreement. See Summary of Principal Documents – Issuer/Borrower Facility Agreement – Other Covenants – Cash Flow Collections; (c) CapEx Account: Moneys standing to the credit of the CapEx Account may be withdrawn with the prior written consent of the Borrower Security Trustee as described in the Issuer/Borrower Facility Agreement. See Summary of Principal Documents – Issuer/Borrower Facility Agreement – Other Covenants – Cash Flow Collections; and (d) Operating Account: The Borrower proposes to operate the Operating Account as an overdraft account as described in the Issuer/Borrower Facility Agreement. Moneys may be withdrawn from the Operating Account without the prior written consent of the Borrower Security Trustee as described in the Issuer/Borrower Facility Agreement. See Summary of Principal Documents – Issuer/Borrower Facility Agreement – Other Covenants – Cash Flow Collections. From the Fourth Closing Date, Sister, Centrum and InnSpired will maintain separate operating accounts (the Group Operating Accounts) and collection accounts (the Group Collection Accounts), for the purposes of performing their obligations under the Borrower Transitional Agency Agreements. At the end of each Business Day, the Account Bank will be instructed under the Bank Agreement to transfer the entire credit balance of the Group Collection Accounts to the Collection Account and to transfer the debit balance on the Group Operating Accounts to the Operating Account. (13) Financial Advisory Services Agreement On the Fourth Closing Date, the Obligors, the Issuer Security Trustee and the Borrower Security Trustee, among others, will enter into a new financial advisory services agreement with Ernst & Young (the Financial Advisory Agreement) under which Ernst & Young will become ‘‘Financial Adviser’’. The Financial Adviser receives a fee for providing to the Borrower Security Trustee certain services relating to the financial position of the New Securitisation Group. In addition, in certain circumstances, the Borrower is required to ensure that the Financial Adviser verifies certain information to the Borrower Security Trustee and MBIA prior to entering into certain transactions as described above. (14) Management Services Agreement On 3 November 2003, PTL entered into a management services agreement (the Management Services Agreement) with certain operating companies in the Punch Taverns Sub-Group, and PGRP (the Service Recipients). PML and Sister, the operating companies of the Pubmaster Sub-Group, and InnSpired and ITL, the operating companies of the InnSpired Sub-Group have subsequently acceded to the Manage- ment Services Agreement as further Service Recipients. Under the Management Services Agreement, PTL agrees to provide certain central management, accounting and administrative services to the Service Recipients (the Services). The Borrower agreed, pursuant to a supplemental Management Services Agreement dated 31 December 2004, to second its employees to the Borrower and, in return, PTL agreed to pay all employment costs in connection with their employment.

110 The Service Recipients pay a fee for the Services based on a fair and reasonable allocation of such Services to the Service Recipient. The Management Services Agreement is terminable: (i) by the Borrower or PTL; and (ii) by the Borrower on a change of control of PTL or by PTL on a change of control of the Borrower, in each case on giving twelve months’ notice, and in each case provided that termination of the Management Services Agreement will only be effective if a substitute servicer is appointed. A substitute servicer must: (a) have experience of providing professional services to businesses of a similar nature to that of the New Securitisation Group; (b) be approved by the Borrower Security Trustee; and (c) enter into an agreement on substantially similar terms as the Management Services Agreement. The Management Services Agreement is also terminable by the Borrower (with the consent of the Borrower Security Trustee) on 60 days notice if PTL commits a material breach of the provisions of the Management Services Agreement (and such breach is not remedied within such period) or on the occurrence of certain insolvency events in respect of PTL. If a termination event occurs or MBIA has received notice that a termination event will occur with the lapse of time, then MBIA will have the right, subject to certain conditions set out in the Management Services Agreement, to take certain actions as detailed in the Management Services Agreement so that it does not terminate, including in relation to payment of amounts owing to PTL thereunder. (15) Supply Agreements The principal supply agreement of the New Securitisation Group will be entered into on or prior to the Fourth Closing Date between the Borrower and Supplyco (the Supply Agreement). As described in the section entitled The Punch Group – Beer Supply and other Wet Products below, Supplyco is the Punch Group’s main contracting entity with third party suppliers. Under the Supply Agreement, Supplyco will purchase from such suppliers wet products and will contract to resell such wet products to the Borrower in such quantities as the Borrower may request from time to time. The prices paid by the Borrower for such products will be those paid by Supplyco to the relevant third party supplier. However, the Borrower may agree with Supplyco to discount such prices to reﬂect any volume discounts that have been negotiated by Supplyco on behalf of the Punch Group as a whole, and the prices charged by Supplyco shall be no less favourable than the prices it charges to other members of the Punch Group for supplies of a similar type and quantity. In addition, Supplyco will receive a monthly payment of £5,000 from the Borrower. The Supply Agreement is terminable (i) by the Borrower or Supplyco; and (ii) by the Borrower on a change of control of Supplyco or by Supplyco on a change of control of the Borrower, in each case on giving twelve months’ notice. The Supply Agreement is also terminable by the Borrower (with the consent of the Borrower Security Trustee) on 60 days notice if Supplyco commits a material breach of the provisions of the Supply Agreement (and such breach is not remedied within such period) or on the occurrence of certain insolvency events in respect of Supplyco. If a termination event occurs or MBIA has received notice that a termination event will occur with the lapse of time, then MBIA will have the right, subject to certain conditions set out in the Supply Agreement, to take certain actions as detailed in the Supply Agreement so that it does not terminate, including in relation to payment of amounts owing to SupplyCo thereunder. (16) Transitional arrangements in respect of Sister, InnSpired, Centrum and PGRP On the Fourth Closing Date, the assets and businesses of Sister, InnSpired and Centrum will be acquired by the Borrower. InnSpired and Centrum will each enter into agreements with the Borrower (the Borrower Transitional Agency Agreements) under which Sister, InnSpired and Centrum will be appointed as agent of the Borrower for the principal purposes of (i) collecting rent and other receivables in respect of the respective pub portfolios of Sister, InnSpired and Centrum transferred to the Borrower; (ii) making payments to creditors of the transferred businesses on behalf of the Borrower in the name of Sister, InnSpired and Centrum. The Borrower Transitional Agency Agreements shall continue for such time as is necessary for the Borrower to effect an orderly migration of the administration of the Sister, InnSpired and Centrum businesses to its central systems, but in any event, will terminate not later than August 2007 and the Borrower shall provide to the Borrower Security Trustee progress reports in relation thereto on request.

111 On the Fourth Closing Date, PGRP will acquire the business and assets of a portfolio of 400 Pubs from the Borrower. PGRP will enter into an agreement with the Borrower (the PGRP Transitional Agency Agreement) under which the Borrower will be appointed as agent of PGRP for the principal purposes of (i) collecting rent and other receivables in respect of the Pub portfolio acquired by PGRP and passing such receivables to PGRP; (ii) provided that it is put in funds by PGRP, making payments to creditors of the Pub portfolio on behalf of PGRP. The PGRP Transitional Agency Agreement shall continue for such time as is necessary for PGRP to effect an orderly migration of the administration of the transferred business to its central systems, but in any event, will terminate not later than September 2006 and the Borrower shall provide to the Borrower Security Trustee progress reports in relation thereto on request.

(17) Business and Asset Transfer Agreements

(a) Business and Asset Transfer Agreements to be entered into on the Fourth Closing Date. On the Fourth Closing Date, the Borrower will acquire certain assets from members of the Punch Group who, following the Fourth Closing Date, will not be members of the New Securitisation Group, as described below. Subject to the paragraphs below: (a) on or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement (the PGRP Business and Asset Transfer Agreement), PGRP will sell to the Borrower the legal and beneficial interest in 40 Pubs (the PGRP Portfolio); and (b) on or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement dated (the Jubilee Business and Asset Transfer Agreement), Jubilee will sell to the Borrower the legal and beneficial interest in 5 Pubs (the Jubilee Portfolio) The PGRP Business and Asset Transfer Agreement and the Jubilee Business and Asset Transfer Agreement are together referred to as the Business and Asset Transfer Agreements. PGRP and Jubilee are together referred to as the Vendors and each a Vendor. The Borrower is referred to as the Purchaser. Pursuant to the Business and Asset Transfer Agreements, the relevant Vendor will sell to the Purchaser the interest it held in each Pub comprised in the PGRP Portfolio and the Jubilee Portfolio, as applicable, together with all assets owned by the relevant Vendor exclusively in connection with such Pubs (including fixtures and fittings and the right to receive any subsisting tenancy related debts relating to such Pubs) so that the Purchaser received the full benefit of the business of ownership, operation and management of the PGRP Portfolio and the Jubilee Portfolio as previously carried out by the Vendor. In respect of 8 of the Pubs in the PGRP Portfolio, landlord’s consent (which can not be unreasonably withheld) will be required for assignment of the PGRP’s interest in part or all of that Pub to the Purchaser. The Business and Asset Transfer Agreements provide that if landlord’s consent is so required, and such consents had not been obtained by 29 July 2005, then legal title to such Pubs will continue to be held by PGRP until such consents have been obtained at which time assignment to the Purchaser will be completed. On or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement (the PML Business and Asset Transfer Agreement), the Borrower will sell to PGRP the legal and beneficial interest in 316 Pubs (the PML Portfolio). Pursuant to the PML Business and Asset Transfer Agreement, the Borrower will sell to PGRP the interest it holds in each Pub comprised in the PML Portfolio together with all assets owned by the Borrower exclusively in connection with such Pubs (including fixtures and fittings and the right to receive any subsisting debts relating to such Pubs) so that PGRP receives the full benefit of the business of ownership, operation and management of the PML Portfolio as carried out by the Borrower before the Fourth Closing Date. On or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement (the SPML Disposal Business and Asset Sale Agreement). Sister will sell to PGRP the legal and beneficial interest in 84 Pubs (the SPML Disposal Portfolio). Pursuant to the SPML Disposal Business and Asset Sale Agreement, SPML will sell to PGRP the interest it holds in each Pub comprised in the SPML Disposal Portfolio together with all assets owned by SPML exclusively in connection with such Pubs (including fixtures and fittings and the right to receive any subsisting debts relating to such Pubs) so that PGRP receives full benefit of the business of ownership, operation and management of the SPML Disposal Portfolio as carried out by SPML before the Fourth Closing Date.

112 (b) Asset Transfer Agreements entered into on the Third Closing Date On 1 November 2002, pursuant to an asset transfer agreement dated 1 November 2002 (the Pubmaster Taverns Asset Transfer Agreement), Punch Taverns (PMT) Limited (formerly known as Pubmaster Taverns Limited)(PMT)) sold to the Borrower, with absolute warrandice, the legal and beneficial interest in Pubmaster Taverns Portfolio (as defined below). On 1 November 2002, pursuant to an asset transfer agreement dated 1 November 2002 (the Pub.com Asset Transfer Agreement), Pub.com sold to the Borrower, with absolute warrandice, the legal and beneficial interest in Pub.com Portfolio (as defined below). On 1 November 2002, pursuant to an asset transfer agreement dated 1 November 2002 as amended on 7 November 2002 (the Inn Partnership Asset Transfer Agreement), Inn Partnership sold to Sister with full title guarantee, the legal and beneficial interest in the Inn Partnership Portfolio (as defined below). The aggregate consideration of £605,095,000 reflected the separate values of the Pubmaster Taverns Portfolio (as defined below), the Pub.com Portfolio (as defined below) and the Inn Partnership Portfolio (as defined below) at their respective times of transfer. For these purposes: Pub.com Portfolio means the portfolio comprising the Pub.com Pubs; Pub.com Pubs means each of the Pubs listed in Schedule A of the Pub.com Asset Transfer Agreement; Pubmaster Taverns Portfolio means the portfolio comprising the Pubmaster Taverns Pubs; Pubmaster Taverns Pubs means each of the Pubs listed in Schedule A of the Pubmaster Taverns Asset Transfer Agreement; Inn Partnership Portfolio means the portfolio comprising the Inn Partnership Pubs; and Inn Partnership Pubs means each of the Pubs listed in Part 1 and 2 of Schedule 1 to the Fourth Supplemental Issuer Deed of Charge. (c) Asset Transfer Agreements entered into on the Second Closing Date On or prior to the Second Closing Date, the Borrower, Punch Taverns (PMI) Limited (formerly known as Pubmaster Inns Limited)(PMI), PMG and the Issuer Security Trustee entered into an agreement (the Swallow Purchase Agreement) under which the Borrower agreed to purchase and PMI agreed to sell all of its legal and beneficial interests in the Swallow Pubs for an aggregated consideration of approximately £135,000,000 on the Second Closing Date. PMG also agreed under the Swallow Purchase Agreement to assign all of its rights and benefits conferred upon it under the Swallow Acquisition Agreement in respect of the Swallow Pubs to the Borrower as part of the consideration for the transfer by PMI of the Swallow Pubs to the Borrower. Swallow Pubs means each of the Pubs listed in the First Schedule to the Second Supplemental Issuer Deed of Charge. Swallow Acquisition Agreement means the purchase agreement dated 27 June 1999 between Swallow Group PLC, Vaux Breweries Limited, Eagle Public House Company (Middlesbrough) Limited, PMI and PMG. (d) Other Asset Transfer Agreements On 27 February 2004, the Borrower, Punch Taverns (PMM) Limited (formerly Pubmaster Midlands Limited) (PMM), PMT and Deutsche Trustee Company Limited entered into an agreement under which the Borrower agreed to purchase and PMM and PMT agreed to sell of their respective legal and beneficial interests in 75 pubs for an aggregate consideration of £28,400,000. (18) Tax Deed of Covenant On the Fourth Closing Date, the amended and restated tax deed of covenant entered into by various members of the Pubmaster Sub-Group on 28 November 2002 (the Second Tax Deed of Covenant) will be amended and restated by various members of the Punch Group and the Borrower Security Trustee and the Issuer Security Trustee (such deed, as amended and restated, the Tax Deed of Covenant). Pursuant to the Tax Deed of Covenant, among other things, representations will be made and warranties and covenants will be given with a view to protecting the Parent Guarantor and the New Securitisation

113 Group Entities from various tax related risks. Among the matters covered by such representations, warranties and covenants are secondary tax liabilities, VAT grouping, tax residency, group tax matters and degrouping charges and thin capitalisation issues. The Tax Deed of Covenant will be governed by English law.

(19) Subordinated Loan Agreements On the First Closing Date, the Borrower entered into a subordinated loan agreement with PMG (as lender thereunder) (such agreement, as amended from time to time, the Borrower Subordinated Loan Agreement and the loan outstanding thereunder, from time to time, the Borrower Subordinated Loan). Under the Borrower Subordinated Loan Agreement, PMG made a loan to the Borrower on the First Closing Date. On the Third Closing Date, Sister entered into a subordinated loan agreement with Inn Partnership (as lender thereunder) (the Sister Subordinated Loan Agreement and the loan outstanding thereunder, from time to time, the Sister Subordinated Loan). Under the Sister Subordinated Loan Agreement, Inn Partnership agreed to the subordination of certain intra-group indebtedness owed by Sister to Inn Partnership. On the Third Closing Date, the Borrower entered into a new subordinated loan agreement with PMT (as lender thereunder) (the PT Subordinated Loan Agreement and the loan outstanding thereunder, from time to time, the PT Subordinated Loan). Under the PT Subordinated Loan Agreement, PMT agreed to the subordination of certain intra-group indebtedness owed by the Borrower to PMT. Immediately prior to the Fourth Closing Date, the amounts outstanding under the PT Subordinated Loan, the Borrower Subordinated Loan and the Sister Subordinated Loan will be approximately £151,700,000. On the Fourth Closing Date, the Sister Subordinated Loan, the PT Subordinated Loan and the Borrower Subordinated Loan will be repaid and a new single subordinated loan made between PRAF as lender and the Borrower as borrower (the New Subordinated Loan) pursuant to a subordinated loan agreement (the New Subordinated Loan Agreement). On the Fourth Closing Date, a further advance will be made under the New Subordinated Loan Agreement to the Borrower, and the indebtedness under the New Subordinated Loan will be approximately £170,000,000 in principal amount, and from such date bear interest at the rate of 15 per cent. per annum. The Issuer/Borrower Facility Agreement contains provisions limiting the amount of payments of principal and interest which the Borrower may make pursuant to the New Subordinated Loan Agreement from time to time. The New Subordinated Loan Agreement will be governed by English law.

114 USE OF PROCEEDS The gross proceeds of the issue of the Second New Notes will be £625,000,000. Upon the satisfaction of certain conditions precedent on the Fourth Closing Date, the Issuer will use the proceeds of the issue of the Second New Notes in the following manner: (i) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000 (the Term A7 Advance); (ii) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000 (the Term A8 Advance); and (iii) in advancing a new term advance to the Borrower in aggregate principal amount of £125,000,000 (the Term C1 Advance). The Borrower will apply the Second New Term Advances on the Fourth Closing Date in the following manner: (i) in prepaying in full the Class A1 Term Facility on the Fourth Closing Date, less the amount of the Class A1 Term Facility written down in connection with the cancellation of any Class A1 Notes acquired by the Borrower pursuant to the Tender Offer; (ii) in prepaying in full the Class A2 Term Facility on the Fourth Closing Date, less the amount of the Class A2 Term Facility written down in connection with the cancellation of any Class A2 Notes acquired by the Borrower pursuant to the Tender Offer; (iii) in prepaying in full the Class A4 Term Facility on the Fourth Closing Date, less the amount of the Class A4 Term Facility written down in connection with the cancellation of any Class A4 Notes acquired by the Borrower pursuant to the Tender Offer; (iv) in prepaying in full the Class A5 Term Facility on the Fourth Closing Date, less the amount of the Class A5 Term Facility written down in connection with the cancellation of any Class A5 Notes acquired by the Borrower pursuant to the Tender Offer; (v) in acquiring those Existing Floating Rate Notes in respect of which any Tender Offer made by the Borrower has been accepted following which the Borrower will surrender such Notes to the Issuer for cancellation by way of set-off against the relevant Term Advances; (vi) in acquiring the business, assets and goodwill of the InnSpired Sub-Group and Centrum; (vii) in purchasing the business, assets and goodwill of certain Pubs from PGRP and Jubilee; (viii) in making loans and/or distributions to other companies elsewhere in the Punch Group (including to the companies within the New Securitisation Group); (ix) in paying transaction costs and expenses (including the payment of a fee to the Issuer in respect of selling concessions and management and underwriting commissions) of approximately £10,000,000; and (x) for other purposes of the Punch Group including the acquisition of the Avebury Sub-Group.

115 THE ISSUER

Introduction The Issuer was incorporated in the Cayman Islands on 14 May 1999 (registered in England and Wales as a foreign company with registered number FC021877) as a company with limited liability as a vehicle for the issuance of asset backed securities. The registered office of the Issuer is at the offices of Maples and Calder, P.O. Box 309GT Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, telephone number in the United Kingdom, +44 01283-501751. The authorised share capital of the Issuer is £10,000 divided into 10,000 ordinary shares of £1 each, two of which are issued and held by the Parent Guarantor. The Issuer changed its name from Pubmaster Finance Limited to Punch Taverns Finance B Limited on 25 July 2005.

Principal Activities The principal objects of the Issuer are set out in Clause 3 of its Memorandum of Association and are, inter alia, to issue securities and to lend the proceeds thereof to the Parent Guarantor or a company controlled by the Parent Guarantor. The Issuer has not engaged, since its incorporation, in any activities other than those incidental to its incorporation, the authorisation and issue of the Notes and of the other documents and matters referred to or contemplated in this Offering Circular to which it is or will be a party and matters which are incidental or ancillary to the foregoing. Other than as disclosed in this document, there have been no recent developments with respect to the Issuer since 16 March 2005 (being the date of the most recent audited ﬁnancial accounts were prepared). There is no intention to accumulate surpluses in the Issuer except in circumstances set out in Summary of Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments above. The Issuer will covenant to observe certain restrictions on its activities which are detailed in Condition 3.

Directors and Company Secretary The directors of the Issuer and their respective business addresses are:

Name and Principal Activities Business Address Robert McDonald Finance Director...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Neil Preston Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF SPV Management Limited Independent Director...... Tower 42, International Finance Centre, 25 Old Broad Street, London, EC2N 1HQ Giles Thorley Chief Executive Officer ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF The company secretary of the Issuer is Susan Rudd. The Issuer has no employees.

116 Capitalisation and Indebtedness Statement The capitalisation and indebtedness of the Issuer as at the date of this Offering Circular, adjusted for the issue of the Second New Notes, is as follows:

Share capital £ Authorised: £10,000 divided into 10,000 ordinary shares of £1 each ...... 10,000 Issued: 2 ordinary shares of £1 each issued fully paid...... 2 10,002 Loan capital £201,000,000 7.639% Class A3 Secured Notes due 2022 ...... 201,000,000 £220,000,000 5.943% Class A6 Secured Notes due 2025 ...... 220,000,000 £250,000,000 4.767% Class A7 Secured Notes due 2033 (to be issued) ...... 250,000,000 £250,000,000 Class A8 Secured Floating Rate Notes due 2033 (to be issued) ...... 250,000,000 £77,500,000 8.44% Class B1 Secured Notes due 2025 ...... 77,500,000 £125,000,000 6.962% Class B2 Secured Notes due 2028 ...... 125,000,000 £125,000,000 Class C1 Secured Floating Rate Notes due 2035 (to be issued) ...... 125,000,000 1,248,500,000

Loan capital to be repaid Existing Floating Rate Notes to be repaid on 30 September 2005 £109,000,000 Class A1 Secured Floating Rate Notes due 2009 ...... 59,950,000 £26,500,000 Class A2 Secured Floating Rate Notes due 2011 ...... 26,500,000 £70,000,000 Class A4 Secured Floating Rate Notes due 2009 ...... 46,740,000 £120,000,000 Class A5 Secured Floating Rate Notes due 2016 ...... 120,000,000 253,190,000 Total capitalisation and indebtedness...... 1,501,700,002

Save for the foregoing, at the date of this document, the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities.

Audited Financial Statements The audited ﬁnancial statements of the Issuer as of and for the year ended 28 September 2003 and the 47 weeks ended 21 August 2004 and notes thereto are set out on pages 324 to 338 and 247 to 260 below.

117 THE PARENT GUARANTOR

Introduction

The Parent Guarantor was incorporated in England and Wales on 25 February 1999 (registered number 3720775) as a private company with limited liability under the name of Polarcrown Limited. The name was changed to Punch Taverns (PMH) Limited on 2 September 2004. The registered office of the Parent Guarantor is at Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF, telephone number +44 01283-501600. The authorised share capital of the Parent Guarantor is £84,000,100 divided into 84,000,100 ordinary shares of £1 each, all of which are issued and held by Punch Taverns (PMG) Limited.

Principal Activities

The principal objects of the Parent Guarantor are set out in Clause 3 of its Memorandum of Association and are, inter alia, to carry on the business of a property investment company and an investment holding company, to enter into loan arrangements and to issue securities, ﬁnancial instruments and derivative contracts, to raise or borrow money and to grant guarantees and to grant security over its assets for such purposes and to lend money with or without security.

The Parent Guarantor has not engaged, since its incorporation, in any activities other than those incidental to its incorporation and the other documents and matters referred to or contemplated in this Offering Circular to which it is or will be a party and matters which are incidental or ancillary to the foregoing.

Directors and Company Secretary

The directors of the Parent Guarantor and their respective business addresses are:

Name and Principal Activities Business Address Robert McDonald Finance Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Neil Preston Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF SPV Management Limited Independent Director...... Tower 42, International Finance Centre, 25 Old Broad Street, London, EC2N 1HQ Giles Thorley Chief Executive Officer ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF

The company secretary of the Parent Guarantor is Susan Rudd.

The Parent Guarantor has no employees.

118 Capitalisation and Indebtedness Statement The capitalisation of the Parent Guarantor as at the date of this Offering Circular, adjusted for the Term Facilities being advanced on the Fourth Closing Date, is as follows:

Share capital £ Authorised: £84,000,100 divided into 84,000,100 ordinary shares of £1 each ...... 84,000,100 Issued: 84,000,100 ordinary shares of £1 issued fully paid ...... 84,000,100 Total capitalisation and indebtedness...... 84,000,100

Contingent liabilities Under the terms of the Trust Deed, the Parent Guarantor has guaranteed the payments of principal of, and interest on, the Existing Fixed Rate Notes. The total outstanding indebtedness of the Existing Fixed Rate Notes as at the date of this Offering Circular was £623.5 million. On and following the Fourth Closing Date, the Parent Guarantor will guarantee, among other things, the payments of principal of, and interest on, and other amounts with respect to the Notes. Save for the foregoing, at the date of this Offering Circular, the Parent Guarantor has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities.

Audited Financial Statements The audited consolidated ﬁnancial statements of the Parent Guarantor as of and for the year ended 28 September 2003 and the audited unconsolidated ﬁnancial statements of the Parent Guarantor as of and for the 47 weeks ended 21 August 2004 and notes thereto are set out on pages 297 to 323 and 239 to 246 below.

119 THE BORROWER Introduction The Borrower was incorporated in England and Wales on 14 February 1997 (registered number 3321199) as a private company with limited liability under the name of Pubmaster Operating Limited. The name was changed to Punch Taverns (PML) Limited on 2 September 2004. The registered office of the Borrower is at Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF, telephone number +44 01283-501600. The authorised share capital of the Borrower is £100 divided into 100 ordinary shares of £1 each, one of which is issued and held by the Parent Guarantor. Principal Activities The principal objects of the Borrower are set out in Clause 3 of its Memorandum of Association and are, inter alia, to carry on the business of a property investment company and an investment holding company and a beer and other wet products supply company, to enter into loan arrangements and derivative contracts, to issue securities and ﬁnancial instruments, to raise or borrow money and to grant security over its assets for such purposes and to lend money with or without security. The Borrower will covenant to observe certain restrictions on its activities which are further described in Summary of Principal Documents – Issuer/Borrower Facility Agreement above. Directors and Company Secretary The directors of the Borrower and their respective business addresses are: Name and Principal Activities Business Address Deborah Kemp Field Operations Director...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Robert McDonald Finance Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Francis Patton Customer Services Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Neil Preston Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Andrew Thompson Field Operations Director...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Giles Thorley Chief Executive Officer...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF William Walker Field Operations Director...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF The company secretary of the Borrower is Susan Rudd. There are no potential conﬂicts of interest between any duties of the directors to the Borrower and the directors’ private interests or other duties.

120 The Borrower will at the Fourth Closing Date have approximately 83 employees who are currently seconded to PTL under the Management Services Agreement. See further Business of the Punch Group and Information Regarding the Portfolio – Business Overview.

Capitalisation and Indebtedness Statement

The capitalisation and indebtedness of the Borrower as at the date of this Offering Circular, adjusted for the advances made on the Fourth Closing Date of the Second New Term Advances and in respect of the New Subordinated Loans, is as follows:

£ Share capital Authorised: £100 divided into 100 ordinary shares of £1 each ...... 100 Issued: 1 ordinary share of £l, issued fully paid ...... 1 Loan capital £201,000,000 Term A3 Facility ...... 201,000,000 £220,000,000 Term A6 Facility ...... 220,000,000 £250,000,000 Term A7 Facility ...... 250,000,000 £250,000,000 Term A8 Facility ...... 250,000,000 £77,500,000 Term B1 Facility ...... 77,500,000 £125,000,000 Term B2 Facility ...... 125,000,000 £125,000,000 Term C1 Facility ...... 125,000,000 Subordinated Loan1 ...... 170,000,000

Total capitalisation and indebtedness ...... 1,418,500,101

Save for the foregoing, at the date of this Offering Circular, the Borrower has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities.

Audited Financial Statements

The audited ﬁnancial statements of the Borrower as of and for the year ended 28 September 2003 and the 47 weeks ended 21 August and notes thereto are set out on pages 280 to 296 and 215 to 238 below.

1 The Subordinated Loan is not expected as at 29 July 2005 to exceed this ﬁgure.

121 PUNCH TAVERNS (SPML) LIMITED

Introduction Punch Taverns (SPML) Limited (Sister) was incorporated in England and Wales on 21 June 2002 (registered number 4467229) as a private company with limited liability under the name of Velvetbright Limited. The name was changed to Sister of Pubmaster Limited on 30 October 2002 and was further changed to Punch Taverns (SPML) Limited on 2 September 2004. The registered office of Sister is at Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF, telephone number +44 01283- 501600. The authorised share capital of Sister is £100 divided into 100 ordinary shares of £1 each, of which one is issued and held by the Parent Guarantor.

Principal Activities The principal objects of Sister are set out in Clause 3 of its Memorandum of Association and are, inter alia, to carry on the business of a property investment company and an investment holding company and a beer and other wet products supply company, to enter into loan arrangements and derivative contracts, to issue securities and ﬁnancial instruments, to raise or borrow money and to grant security over its assets for such purposes and to lend money with or without security. On 7 November 2002 the Inn Partnership Portfolio was transferred to Sister. On the Third Closing Date an amount equal to part of the proceeds of the Sister Term Advances made available to Sister under the Borrower/Sister Facility Agreement were applied to pay in part the purchase price outstanding under the Inn Partnership Asset Transfer Agreement. On the Fourth Closing Date, the Sister Term Advances will be repaid in consideration for the transfer to the Borrower of Sister’s business and assets.

Directors and Company Secretary The directors of Sister and their respective business addresses are:

Name Business Address Deborah Kemp Field Operations Director...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Robert McDonald Finance Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Francis Patton Customer Services Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Neil Preston Director ...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Andrew Thompson Field Operations Director...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF Giles Thorley Chief Executive Officer...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF

122 Name Business Address William Walker Field Operations Director...... Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF

The company secretary of Sister is Susan Rudd.

As at 29 July 2005, Sister has no employees and no non-executive directors.

Capitalisation and Indebtedness Statement

The capitalisation and indebtedness of Sister as at the date of this Offering Circular, adjusted for the advances made on the Fourth Closing Date of the Second New Term Advances and in respect of the New Subordinated Loans, is as follows:

£ Share capital Authorised: £100 divided into 100 ordinary shares of £1 each ...... 100 Issued: 1 ordinary share of £1, issued fully paid ...... 1 Total capitalisation and indebtedness ...... 1

Save for the foregoing, from the Fourth Closing Date Sister will have no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities.

Audited Financial Statements

The audited ﬁnancial statements of Sister as of and for the year ended 28 September 2003 and the 47 weeks ended 21 August 2004 and notes thereto are set out on pages 339 to 353 and 261 to 279 below.

123 THE UNITED KINGDOM PUB INDUSTRY

Industry Background The New Securitisation Group operates in the United Kingdom pub sector, which is itself part of the wider drinking out and eating out market (which also includes restaurants, social clubs, nightclubs and fast food outlets). With over 60,000 licensed public houses, going to pubs, clubs and bars continues to be one of the most popular leisure activities in the United Kingdom. In 2003, the annual sales of the United Kingdom pub sector were of the order of £22 billion. It is estimated that nearly 16 million people visit a pub every week in the United Kingdom. The United Kingdom pub sector has broadly speaking three distinct business models: managed pubs, leased and tenanted pubs and individual, independently owned pubs. There are currently approximately 12,000 managed pubs, 31,000 leased and tenanted pubs and 17,000 independently owned pubs operating in the United Kingdom. Managed pubs are generally owned by a pub company or brewer and operated by a salaried manager and staff employed by the owning company which prescribes the entire product range and detail of service style. They tend to be larger than leased/tenanted pubs and individual, independently owned pubs and have a higher average weekly turnover (AWT). The Estate does not have any managed pubs. Leased/tenanted pubs (Pubs) tend to be smaller and are owned by a pub company or brewer but leased to and therefore operated by a third party tenant or lessee, who pays rent to the owner, is generally responsible for the maintenance of the pub, and is normally contracted to purchase the majority of drink products (in particular, beer) for resale from the owner. These pubs have a lower AWT and are typically more dependent than managed pubs on the sale of draught beer. Individual pubs (sometimes known as freehouses) are independently owned and operated by a private individual, who is responsible for the maintenance of the pub and retains any proﬁts after the expenses of running the pub. The owner is free to decide which products to sell.

Market Trends By volume, sales of all beer in the United Kingdom rose by 0.9 per cent. from 1998 to 2002. However, on-trade saw its share of sales fall as aggressive pricing from retailers has encouraged more people to buy their beer more cheaply in supermarkets. Whilst off-trade beer prices have fallen by 12.2 per cent. in real terms since 2000, on-trade prices have increased by 2.0 per cent. in real terms. In 2003, the on-trade accounted for just over 60 per cent. of the total beer market. According to the liquor licensing statistics issued by the Department for Culture, Media and Sport in 2004, the number of pubs, bars, clubs and restaurants has risen by 3 per cent. since the last publication in 2001, but has fallen by around 1.5 per cent. since 2003; 350 licences were revoked in the 12 months to June 2004, 270 of which were on-licences. The United Kingdom pub sector is inﬂuenced by trends for both eating out and drinking out. Eating out in pubs has become increasingly popular. Nearly 15 per cent. of adults now eat a meal in a pub in an average week. The pub food market is now worth at least £5 billion per year. With a combination of changing lifestyles and pubs offering better quality food and better surroundings in which to consume it, it is expected that the growth trend will continue.

Market Factors In summary, the key market drivers shaping the future of the United Kingdom drinking out and eating out market are: • economic climate – overall economic growth or decline and in particular, overall changes in the level of consumer expenditure; • changes in demographics – for example, over the next ﬁve years, the number of 18-24 year olds (who are a key consumer group for the drinking out market) is forecast to grow by eight per cent. and the number of persons aged 45 and above (who are a key consumer group for the pub-restaurant market) is forecast to grow by six per cent.; • broadened consumer appeal – an increase in the number of people visiting pubs from a wider selection of social and demographic groups (including women, families and older people) mitigating against a decrease in the frequency of visits by traditional blue collar male pub users;

124 • growth in food sales in pubs – the popularity of eating out in restaurants has increased dramatically, partly due to consumers’ increasing propensity to eat out, a preference for informal dining and an improvement in the breadth and quality of the pub food offering; • product trends – sales of alcohol in pubs are rising (broadly in line with inflation) and there are continued shifts in demand in the beverages sector, with declining sales of draught beer in pubs being offset by sales growth in wine, premium packaged spirits, bottled lagers and soft drinks; • branding – the growth in branded and formatted sites aiming to provide consistency of standards and customer service, with a view to attracting new customers, driving customer loyalty, and increasing frequency of visits; • competition – the increased number of sites and higher levels of investment over the last six to seven years has led to supply outgrowing demand. This, together with the increased price sensitivity of consumers, as well as the rising levels of home consumption (partly due to the widening gap between the on-trade and off-trade price of alcohol), has resulted in an overall increase in competition; • reduction in industry capital expenditure – there has been a significant shift in pub ownership from vertically integrated national brewers to independent pub companies, contributing to a reduction in the overall levels of capital expenditure in the industry; and • regulation – the licensing reform in England and Wales (which may result in longer opening hours for existing pubs and restrict the granting of new licences, particularly in residential areas), changes in employment legislation (including the level of the national minimum wage), other regulation relevant to the business of the Securitisation Group and property taxation. See the section entitled Regulatory Environment below. Regulatory Environment General During the second half of 2004, the House of Commons Trade and Industry Select Committee (the TISC) conducted an inquiry into the relationship between pub companies and their tenants. Their report, which was published on 21 December 2004 focused on issues, such as the exclusive purchasing obligations (beer tie) enforced by tenanted pub companies on their tenants and the link between the wholesale beer prices charged by tenanted pub companies and the rents they charge their tenants. In this case, the TISC has chosen not to recommend legislation but has instead highlighted the areas of weakness it has found in the industry and has encouraged the pub companies to address them voluntarily through a code of conduct. In particular, the TISC found that there was no reason to ask the Office of Fair Trading to investigate the beer tie, the TISC having satisfied itself that ending the beer tie would not benefit licensees. The TISC has, however, recommended that its successor body in the next session of Parliament conducts a further review of the industry and this body may subsequently recommend further legislation to regulate the pub industry even if the recommended voluntary code is implemented. Licensing Reform The sale of alcohol in England and Wales is a highly regulated industry governed by the licensing system. Licensing covers most premises where alcohol is sold, such as pubs, off-licences, restaurants and supermarkets. The retail sale of alcohol in the England and Wales is currently governed by a licensing system set out in the Licensing Act 1964. Pubs – known as ‘‘on-trade’’ business – generally require a full on-licence in order to sell alcohol on the premises. The licence is generally held by the manager or landlord. That person has to satisfy the licensing authorities that he/she is a fit and proper individual to hold such a licence and is not disqualified from holding such a licence. The licence will not be approved if the prospective licensee would be prevented from properly discharging his/her functions as a licensee. Other types of licence which may be required in the ‘‘on-trade’’ include AWP machines, ‘‘special hours’’ certificates which extend the permitted hours for the sale of alcohol where the sales are ancillary to music and dancing and the availability of food, ‘‘supper hours’’ certificates to extend the permitted hours for selling alcohol by one hour (where the sale of alcohol is ancillary to a substantial meal) and entertainment licences for dancing and certain live performances. On-licences must currently be renewed every three years and may be revoked at any time for serious cause, including violation by the manager or landlord or his/her employees of any law or regulation, such as those regulating the minimum age of patrons or employees, advertising and inventory control.

125 On 10 July 2003, a new licensing bill received Royal Assent. However, the parts of the Licensing Act 2003 have been enacted, it is not expected to come into operation fully until November 2005. The key changes to be implemented are: • the transfer of the management and the licensing system from local magistrates courts to local authorities, i.e. from the legal system to the local government system. However, licence holders will retain the right of appeal to the magistrates court. Whilst the new regime should not fundamentally change the regulatory structure of the licensed sector, in practice there will be visible change because all pubs will have to submit details of their operating plan and will now face greater scrutiny from police and local residents; • greater flexibility with respect to pub opening hours and it is considered likely that the current stringent limits on late-night trading will be relaxed. While longer opening hours will undoubtedly have cost implications, this change may benefit pubs where there is a demand for later hours drinking; and • a dual system of longer-term premises licences and personal licences. National guidance from the Secretary of State will determine much of the practical implications of the new legislation. Drink Driving The European Commission recommended in the ‘‘White Paper on European transport policy for 2010: time to decide’’ of October 2002 that all countries in the EU adopt the same drink and drive limit of 0.5mg/ml blood alcohol concentration. It recommends that a lower level of 0.2mg/ml be adopted for younger and inexperienced drivers. The Government has also carried out a consultation exercise concerning the legal blood alcohol limit for drivers. On the basis of such exercise, the Government is examining whether it should lower the legal blood alcohol limit from its current level. There are currently no formal proposals for any such changes to be incorporated into legislation, although they may be the subject of future European and/or national legislation. The current legal limit in the United Kingdom is 0.8mg/ml (see sections 11(1) and (21) of the Road Traffic Act 1988) and as car drivers and passengers account for 40 per cent. of pub visits, such a measure may discourage customers who drive to pubs from visiting pubs unless they are willing to designate a driver who will refrain from drinking alcohol. Any future legislation in this area could affect trading in the New Securitisation Group’s rural and suburban pub sites. Employment Legislation The Working Time Regulations (the WT Regulations) came into effect on 1 October 1998 and control the hours employees are legally allowed to work. Under the legislation, workers may only be required to work a 48 hour week (although they can choose to opt out and work longer if they wish). The WT Regulations also lay down rights and protections in areas such as minimum rest time, days off and paid leave. Many employees of the Punch Group are covered by the WT Regulations. The retention of the opt out and the guidance as to who is covered by the WT Regulations is expected to be under review later this year with possible changes in the future. In addition, under the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, part-time workers can claim the same rights as full-time workers. Similar provisions apply to employees employed under fixed-term contracts under the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002. Employees engaged under fixed-term contracts can claim the same rights as employees engaged under permanent contracts. EC Noise Directive The Physical Agents Directive 2001 (the Directive) is currently under discussion in the retail industry relating to the regulation of noise in the workplace. The current United Kingdom noise limit for workplaces is 90 decibels averaged over an eight hour day but if the Directive were to come into effect that limit would be reduced to 85 decibels. The European Parliament has recently agreed that the industry in the United Kingdom should agree a code of conduct as to how the Directive is to be implemented in the United Kingdom. It is expected that the Government will need to put regulations in place in relation to this Directive within the next five years. A small number of the New Securitisation Group’s pubs that play loud music and have other live entertainment could be affected by the proposed change in the law, but noise levels in the vast majority of the pubs would fall below the revised limit.

126 Legislation relating to smoking On 16 November 2004, the United Kingdom Government published its White Paper which set out the Department of Health’s proposals in relation to smoking in public places, including pubs, in England and Wales. It is proposed that restrictions on smoking are to be phased in over a period of four years including an outright ban on smoking in restaurants and pubs serving food (other than snacks such as crisps). There is currently a charter on smoking in public places such as restaurants and pubs, which has been agreed between the Department of Health and leading hospitality industry groups (the Charter). This Charter, though not law, is supported by the Government who asked the licensed leisure industry to ensure that 50 per cent. of licensed premises were compliant with it by December 2002, and that 35 per cent. of those have either ‘no smoking’ areas or adequate mechanical ventilation.

Punch Group policy on smoking The Punch Group’s pub estate is in compliance with the Government’s request in respect of the Charter. As part of its support for the Charter, management is taking steps on behalf of the Punch Group to ensure that: • investment schemes include requirements regarding Charter compliance; and • tenancy training courses are provided to cover the principles of the Charter. The Punch Group has signed up to the new British Beer and Pub Association no smoking policy, which involves a ban on smoking at the bar from December 2005 and a progressive policy of expanding no smoking areas, culminating in 80 per cent. of trading space becoming no smoking by December 2009. The Punch Group has had a 70 per cent. take up by retailers to date signing up to its smoke reduction strategy, and tenants are continually being encouraged to become fully compliant with the British Beer and Pub Association’s policy to prepare themselves for the outright ban on smoking in pubs serving food.

The Beer Orders The UK pub industry has experienced significant change in the last 15 years. In 1989, the Monopolies and Mergers Commission (the MMC) issued a report entitled ‘‘The Supply of Beer’’ (the 1989 Report). The 1989 Report outlined certain concerns that the MMC perceived in connection with tied tenanted pub operations, including the increase in beer prices in the United Kingdom at a rate greater than inflation during the 1980’s. Following the issuance of the 1989 Report, the Secretary of State for Trade and Industry, in accordance with Section 91(1) and Schedule 9 of the Fair Trading Act 1973, issued the Supply of Beer (Tied Estate) Order 1989 (the Tied Estate Order) (SI 1989/2390) and the Supply of Beer (Loan, Ties, Licensed Premises and Wholesale Prices) Order 1989 (ST 1989/2258) (collectively, the Beer Orders). In order to address certain of the concerns of the MMC expressed in the 1989 Report, the Tied Estate Order, which took effect from 1 May 1992, required all of the Large Brewery Groups (defined in the Tied Estate Order as brewers or groups holding interests in more than 2,000 pubs) to dispose of either their brewery business or their surplus pubs (i.e., any pubs in excess of the 2,000 pub maximum); or alternatively to notify their tie arrangements to the Office of Fair Trading and release half of the pubs above the 2,000 pub maximum from the tie arrangements. This provision applied to any tied pubs held on or after 10 July 1989. The Large Brewery Groups were not permitted to impose any prohibition on the use of the released tied pubs, which were required to be sold or let at a market rent. In addition to these provisions, from 1 May 1990, the Tied Estate Order required the Large Brewery Groups to allow their tied pubs to sell one draught cask-conditioned beer supplied by another brewer and prohibited such Groups from tying low and non-alcohol beers and non-beer beverages. The scope of this requirement was extended with effect from 1 April 1998 to allow the Large Brewery Groups’ tied pubs to sell one bottle-conditioned beer supplied by another brewer. Overall, the BBPA reported that brewers sold approximately 19,500 pubs in the U.K. between 1988 and 1992. The vast majority of these pubs had previously formed part of the tied estates of the Large Brewery Groups. There have been significant changes in the structure of both UK brewing and pub retailing in recent years, partly because of the introduction of the Beer Orders. Whitbread plc sold its brewing interests to Interbrew S.A./N.V. (Interbrew) in 2000 and Bass plc (now known as Six Continents plc) (Bass) sold its

127 brewing interests to Coors Brewing Inc. of the U.S. (Coors) in December 2001. The four major brewers are now Scottish Courage Ltd, Coors, Interbrew UK Limited and Carlsberg Tetley. Between them, they account for approximately 85 per cent. of UK beer sales. The disposals of pubs by the Large Brewery Groups contributed to the emergence of independent pub companies and independently owned/operated pubs. The Pub Industry Handbook reported that as at 1 January 1999, there were 237 independent pub companies that owned at least one pub operating in the U.K. In December 2000, the Secretary of State for Trade & Industry announced that, following a review of the Beer Orders, the cap of the number of pubs that may be held by a large brewery group should be removed. According to the BBPA, at the end of 1988 (prior to the inception of the Beer Orders) brewers owned or leased approximately 45,200 pubs with full on licences. Of these, the brewers directly managed 12,900 (Managed Houses) while approximately 32,300 were let by the brewers to tenants under tenancy agreements or leases (Tenanted Operations). Partly due to the introduction of the Beer Orders, by the end of 2004 brewer ownership of pubs had declined to 2,900 managed houses and 6,700 leased/ tenanted pubs. Under tied tenancy or lease arrangements, a tenant is required to purchase all beer other than, in some cases, a Guest Beer, from the pub owner or the owner’s nominee(s), usually in return for paying below market rent and receiving other services from the pub owner, such as training, marketing and administrative support. Under these arrangements, the pub owner earns a proﬁt on the sale of beer to its tenants or lessees. The Beer Orders have now been revoked.

128 BUSINESS OF THE PUNCH GROUP AND INFORMATION REGARDING THE PORTFOLIO Introduction The Punch Group is a leading leased and tenanted pub company. Punch is the overall holding company of the Punch Group and its entire issued ordinary share capital is listed on the United Kingdom Listing Authority’s Official List and admitted to trading on the London Stock Exchange following an initial public offering in May 2002. As at 25 June 2005, the Punch Group portfolio comprised 7,813 pubs located across Great Britain which is operated primarily by six sub-groups. These are: ● the Punch Taverns Sub-Group; ● the Pubmaster Sub-Group; ● the Jubilee Sub-Group; ● the Centrum Sub-Group; ● the Barton Sub-Group; ● the InnSpired Sub-Group; and ● PGRP. At the Fourth Closing Date, the Pubmaster Sub-Group, the Centrum Sub-Group and the InnSpired Sub-Group will be reorganised (see Summary) and as a result of the transactions described in Summary – The New Securitisation Group above the New Securitisation Group will be formed. At the Fourth Closing Date, the number of pubs within the New Securitisation Group is expected to be 3,176. On 18 July, Punch announced that it had agreed to acquire the Avebury Sub-Group, which owns and operates an estate of 409 leased and tenanted Pubs. Completion of this acquisition is expected to occur on 5 August 2005. Following completion, the Punch Group portfolio is expected to comprise over 8,200 Pubs. Business Overview The customers of the Punch Group (of which the New Securitisation Group will be a part) are its lessees and tenants (known as retailers), who enter into leases of between 10 and 25 years or tenancy agreements of up to 6 years to operate pubs (Retailer Agreements). Through these agreements, the Punch Group generates its income from three primary sources: ● sales of beer and other products to retailers; ● rent from retailers under the lease or tenancy agreements; and ● income from leisure machines, derived from a profit sharing arrangement with some retailers. This diversity of income sources, coupled with relatively low administrative costs, reduces risk in the business. Each pub is managed and operated by its retailer, enabling it to retain its distinct character. The size of the Punch Group’s portfolio allows the Punch Group to achieve economies of scale in negotiating supply contracts with major brewers and other suppliers, securing discounted prices for beer and other products, which are subsequently sold on to its retailers, including those within the Estate. The Punch Group also realises some profit from the sale of pubs, usually for alternative use. Other sources of income include the provision of insurance and other services to certain retailers but these are currently not material in the context of overall financial performance. Goals and Strategy In order to develop its business further, the Punch Group’s goals are to: ● maximise total profitability per pub; ● optimise the Punch Group profit share; and ● expand the Punch Group pub portfolio in Great Britain. The current pub market in Great Britain is extremely dynamic (see The United Kingdom Pub Industry) and offers significant individual pub and portfolio acquisition opportunities. Management believes that the Punch Group (of which the New Securitisation Group will be a part) is well placed to take advantage of these opportunities.

129 Products and services The Punch Group offers a comprehensive range of products and business services to its retailers. These include: Beer Supply and other Wet Products The Punch Group contracts with various suppliers of wet products varying from major suppliers such as Anheuser-Busch, Carlsberg UK, Constellation Europe, Coors Brewers, Diageo, Interbrew UK and Scottish Courage to regional breweries including Adnams, Belhaven Brewery, Black Sheep Brewery, Caledonian Brewing Company, Camerons Brewery, Charles Wells, Fullers, Greene King, HP Bulmer, Jennings Brothers, Shepherd Neame, Wadworth & Company, Wolverhampton & Dudley Breweries and Young & Co Brewery. Soft drinks are supplied to the group by Britvic and Coca Cola Enterprises. The entity which usually contracts with suppliers as agent on behalf of the Punch Group is Punch Taverns (PPCS) Limited which then resells the products to the group’s retailers for use in their outlets. The Punch Group has inherited supply arrangements as part of its major acquisitions under which certain of its members have existing purchase obligations. For example, there are supply arrangements between members of the Pubmaster Sub-Group and third party suppliers which have been inherited by the Punch Group as part of its acquisition of the Pubmaster Sub-Group in December 2003 and which contain current obligations on the part of certain members of the Pubmaster Sub-Group. Such arrangements include an agreement between the Borrower and Carlsberg UK, which was entered into in November 2001 and will expire in November 2006, which contains minimum purchasing obligations. This agreement is currently being renegotiated. Similarly, in June 2002, Pubmistress and Scottish Courage entered into a supply agreement which will expire in March 2007 and which also contains minimum purchasing obligations. Since the acquisitions of the Pubmaster Sub-Group and the InnSpired Sub-Group, the Punch Group has been involved in streamlining inherited supply agreements with a view to rationalising supply across the Punch Group as a whole so that Punch Taverns (PPCS) Limited becomes the sole contracting entity. Over 70 per cent. of beer supplied to the Punch Group is supplied by Carlsberg UK, Coors and Interbrew UK. In addition to the agreement between Carlsberg UK and Punch Taverns (PML) Limited noted above, there is a beer supply agreement between Carlsberg UK and Punch Taverns (PPCS) Limited which was entered into in April 2002 and will expire in December 2007. This agreement also contains minimum volume commitments. The Punch Group has recently negotiated new supply terms with Coors which will expire in July 2009 and is in the process of negotiating new arrangements with Interbrew UK for supply until December 2007. There are tie arrangements provided for in the lease or tenancy agreements with the Punch Group’s retailers (except those who are subject to a Guest Beer provision), under which such retailers are required to purchase all of their beer from the Punch Group. Retailers may choose from a range of ales, lagers and stouts. Many of the tie arrangements also require retailers to purchase cider and other products from the group, including wine, spirits, premium packaged drinks and soft drinks. In addition, some retailers purchase various non-tied wet products. Tie arrangements requiring retailers to purchase all of their beer from the Punch Group are, however, more common and are typically more profitable (per unit) than ties of other products. The Punch Group is able to negotiate discounts on wet products with its suppliers. The discounts retained by the Punch Group and the resulting margin constitutes the largest component of its income from sales of wet products to retailers. Brewers and suppliers set a wholesale price for each of their products (the wholesale price) which the Punch Group uses as the basis for setting its prices for the sale of beer and other products to retailers. As brewers and suppliers change wholesale prices, these changes are reflected in revised prices set by the Punch Group. The mechanics for wholesale price rises from the brewers and suppliers to the Punch Group are specified in the relevant supply agreements between the relevant brewer or supplier and the Punch Group. For the 28 weeks ended 5 March 2005, the Punch Group’s income from the sale of beer to retailers in the Estate accounted for 60 per cent. of its overall income and 88 per cent. of sales of all wet products to retailers. Warehousing and Distribution Services Warehousing and distribution services for the Punch Group are predominantly provided by Carlsberg UK pursuant to a warehousing and distribution agreement which expires in February 2007.

130 Food The ‘‘Connect to Food’’ initiative created by the Punch Group for its retailers is an additional product service which the Punch Group offers its retailers outside the traditional wet range of products. Through this initiative, the Punch Group has created a preferential service for its retailers with one of the UK’s leading food providers, Woodward Foodservice, a subsidiary of the Big Food Group. Retailers can order a range of frozen food directly and can purchase additional services such as promotional material, menu design and chef training. As part of the food wholesaling initiative, the Punch Group is able to negotiate preferential buying terms for its retailers.

Leisure Machines Management Most of the Punch Group pubs offer customers use of one or more leisure machines, including AWP (amusements with prizes) and AWOP (amusements without prizes) machines, the majority of which are coin operated. The type of machine or machines in a given pub is generally determined by the format and target market of the pub. Retailers choose from a large variety of AWPs and AWOPs, including fruit and casino machines, quiz and game machines, pool tables, music systems, internet kiosks and children’s equipment. Leisure machine income accounted for 4 per cent. of the Punch Group total income during the 32 week period ended 2 April 2005.

Business Description

Leased and tenanted pubs The pubs of the Punch Group (of which the New Securitisation Group will be a part) are operated as either leased or tenanted pubs. Since the Punch Group plays no direct managerial role in the pub and the retailer has full responsibility for the day-to-day operations, the Punch Group’s portfolio has lower ﬁxed costs than managed pub portfolios. As an owner of large numbers of leased and tenanted pubs, the Punch Group is able to maintain fewer head office staff due to its lower level of direct managerial involvement. The Estate is also likely to have a lower risk to its revenue stream on average than would a managed pub company because retailers are obliged to pay the negotiated rent. However, long-term factors affecting trends and dynamics in the overall pub industry are likely to impact managed pub portfolios and leased and tenanted pub portfolios in a similar way.

Retailer Agreements The relationship between the Punch Group and its retailers is generally governed by the type and terms of a Retailer Agreement in place between them. The Punch Group enters into one of three main categories of a Retailer Agreement with its retailers, under which the retailer operates the pub as either a lessee or a tenant and agrees to pay the rent speciﬁed in the relevant Retailer Agreement. These are the Standard Lease, the Standard Tenancy and the tenancy-at-will. As part of the lease or tenancy agreement, the retailer also agrees that the Punch Group or the Punch Group designated supplier is to be the retailer’s sole source of supply for certain products. These ‘‘tie’’ arrangements relate primarily to the retailer’s purchase of beer, sales of which generally constitute the majority of the retailer’s turnover. Standard leases are generally fully repairing, which means that the lessee is responsible for repairs to the premises during the term of the lease, and are generally fully assignable after two years (subject to the consent of the Punch Group which is not to be unreasonably withheld). Tenancy agreements, which are shorter term arrangements, involve the Punch Group undertaking to carry out repairs to the pubs, are generally not assignable and have an annual RPI review. Retailers are usually required to provide a deposit on entry into their agreement. Some forms of leases and tenancy agreements contain landlord’s or tenant’s options to break. Tenancy-at-will arrangements are used as transitional arrangements, before installing a retailer on a lease or tenancy agreement. Under a tenancy-at-will, a retailer operates the pub on a short-term basis with no notice period to vacate required by either Punch Group or the tenant. The use of a lease or tenancy agreement and its terms and conditions will vary according to the proﬁt expectations, risk assessment and plans which the Punch Group and the retailer may have for the pub concerned.

131 The table below sets out the percentage of the Estate operated under the various Retailer Agreements as at 6 May 2005: %ofthe Type of Retailer Agreement Estate Standard Leases...... 39.2 Standard Tenancies ...... 46.9 Tenancy at Will ...... 7.4 Not Trading ...... 0.8 Other Agreements ...... 5.7 Grand Total...... 100.0

Retailer Agreements — expiry The proﬁle of unexpired terms in Retailer Agreements within the Estate (as at 6 May 2005) is set out below: Year of Expiry Agreements 2004/05...... 127 2005/06...... 460 2006/07...... 522 2007/08...... 219 2008/09...... 82 2009/10...... 195 2010/11...... 465 2011/12...... 104 2012/13...... 67 2013/14...... 81 2014/15...... 157 Post 2014/15 ...... 365 Open ended...... 306 No Agreement ...... 26 Grand Total...... 3,176

Spread of annual rental income per outlet The table below sets out the spread of annual rental income per outlet in the Estate as at 6 May 2005: Number of Annual rental income/£ outlets 0 – 5,999 ...... 172 6,000 – 11,999 ...... 391 12,000 – 17,999 ...... 837 18,000 – 23,999 ...... 685 24,000 – 29,999 ...... 443 30,000 – 35,999 ...... 286 36,000 – 41,999 ...... 139 42,000 – 47,999 ...... 80 48,000 – 53,999 ...... 46 54,000 – 59,999 ...... 29 >=60,000 ...... 68 Grand Total...... 3,176

132 Rent reviews

The majority of the leased pubs are subject to rent reviews every 5 years and on the last day of the term and all Pubs are also adjusted for RPI annually. Following a rent review, the rent payable under a Retailer Agreement may go down as well as up. The table below shows the number of years remaining until the next rent review for the Estate: Number of Year of Review Outlets 2004/05...... 118 2005/06...... 514 2006/07...... 613 2007/08...... 417 2008/09...... 220 No review or renewal is post 2008/09 ...... 1,294 Grand Total...... 3,176

Historical Collection Rates

Over the past two years, collection and bad debts write off rates, expressed as a percentage of collectable debt (rent plus goods supplied) for the Estate has been as follows: Collected Bad Debt 32 weeks to 2 April 2005 ...... 99.5% 0.5% Year to 21 August 2004 ...... 99.5% 0.5%

Bad debts, when they arise, usually relate to forfeiture, bankruptcy or abandonment of outlets.

Legal ownership of the Estate

As at 6 May 2005, the Punch Group had either a freehold interest or a leasehold interest of longer than or equal to 50 years’ remaining duration in approximately 98 per cent. of the pubs in the Estate. In only approximately 2 per cent. of its pubs did the Punch Group have a leasehold interest whose remaining duration was fewer than 50 years.

The details of the terms of and rents due in respect of the leases of the leasehold properties are as follows: Total Ground Rent Remaining Term (Years) Total Outlets £ (per annum) 0–19...... 43 1,189,892 20–49...... 15 165,082 50–99...... 44 296,926 100–999...... 87 38,720 Grand Total ...... 189 1,690,620

133 Geographical distribution of the Estate

The table below shows the geographical distribution of the Estate: Number of Region Outlets East Anglia...... 228 East Midlands ...... 216 London ...... 37 North ...... 319 North West...... 656 Scotland ...... 115 South East ...... 454 South West ...... 418 Wales ...... 145 West Midlands...... 237 Yorks and Humber ...... 351 Grand Total...... 3,176

Prior to the Fourth Closing Date the total number of pubs in the Punch Group portfolio may change due to acquisitions or disposals of individual pubs made in the ordinary course of business. However, the aggregate number of pubs in the Estate will be unchanged.

Classiﬁcation of the Estate

The Estate can be divided into a number of classifications of pub according to a combination of characteristics including location, customer profile and range of products sold. A number of categories have emerged which indicate the type of estate owned by the Punch Group. Pubs whose sales are led by the sale of wet products are in a significant majority; pubs in which sales are led by the sale of food generate comparatively low sales but the highest rents.

The table below indicates the division of those pubs in the Estate into the main classifications jointly formulated by the Punch Group and Bain & Company, Inc.: %ofthe Classification Outlets Estate Basic Local ...... 1,309 41.2 Mid-market Local...... 891 28.1 City or Town Local...... 291 9.2 Value Dining ...... 234 7.4 Up-market Local ...... 125 3.9 Premium Dining ...... 77 2.4 Venue ...... 33 1.0 Chameleon ...... 32 1.0 Young Local ...... 30 0.9 Circuit ...... 25 0.8 City Dry-Led ...... 14 0.4 Unclassified ...... 115 3.7 Grand Total ...... 3,176 100.0

The classiﬁcations are deﬁned as follows:

‘‘Basic Local’’

These pubs are typically located in high density, residential areas and act as a focus for the local community which provides a number of regular customers. Customers tend to be male low income earners. The emphasis in such pubs is on sale of beer and very little food or alternative entertainment is provided.

134 ‘‘Mid-market Local’’ Typically located in mid-market residential areas, these pubs attract regular customers from the locality. Customers are a mix of middle and low income earners and alternative forms of entertainment such as quiz nights, themed evenings, and darts or pool teams are often available.

‘‘City or Town Local’’ These pubs are typically small, situated in town or city centres in highly competitive areas, but tend not to form part of a circuit of pubs frequented by young customers. Typical customers include local workers and shoppers who provide passing trade during the afternoon and local residents who are regular evening customers. Sale of beer forms a high proportion of sales and little food is offered.

‘‘Value Dining’’ These are larger pubs, in up-market areas where food sales account on average for over 25 per cent. of total sales in such pubs, which provide good pub food at a reasonable value. Customers tend to be family groups using the pubs as an alternative to eating at home or for special occasions. A high proportion of wet product sales is derived from the sale of wine and non-alcoholic drinks.

‘‘Up-market Local’’ These pubs tend to be large, community-based pubs situated in low density affluent suburbs where there is little competition. Regular customers tend to be middle and high earners, including professionals and females. Alternative forms of entertainment are offered and sales of food and wine are high by comparison with most other categories of pub.

‘‘Premium Dining’’ These pubs are an alternative to restaurants, providing high quality food in up-market low density areas, where competition is limited. Customers typically include a mixture of local residents and those who travel from further away for meals or special occasions. Sales of food account for more than 25 per cent. of total sales in such pubs on average and wet sales include a large proportion of wine or non-alcoholic drinks.

‘‘Venue’’ These are pubs with a particular theme attracting a distinctive customer group as regulars. They tend to be larger pubs, often with late licences and provide an alternative venue to clubs. Trade levels are higher at weekends with sales of wet products leading.

‘‘Chameleon’’ These pubs tend to be located in town and city centres and attract differing types of customer at different times of the day, varying from office workers and shoppers during the afternoon and young people in the evening. Sales include high levels of premium packaged spirits, ciders and spirits. Most offer some food.

‘‘Young Local’’ Customers of these pubs tend to be aged between 18 and 30 years who live in the surrounding area. These pubs are not part of a circuit but provide alternative forms of entertainment including music, videos and pool tables. Trading levels are higher during evenings and sales of lager, premium packaged spirits and ﬂavoured alcoholic beverages are high.

‘‘Circuit’’ These pubs are located in highly competitive central areas and form part of a circuit of pubs frequented by young people. Trade is focused on weekend evenings with sales of wet products (especially lager, premium packaged spirits or ﬂavoured alcoholic beverages) being high. Customers spend only part of the evening at any particular pub before moving on to another similar circuit pub. Circuit pubs may have late licences to sell alcohol beyond the usual hours permitted for such sales, doormen and possibly dress codes.

135 ‘‘City Dry-Led’’ These pubs are centrally located, larger pubs which offer a high level of food. Customers include office workers and shoppers, with dry-led sales, especially at lunchtime peaking on Fridays.

Summary Details of certain members of the Punch Group

Certain Members of the New Securitisation Group Summary descriptions of the Issuer, the Borrower, the Parent Guarantor and PMG are set out in the section entitled The Parties above.

Cousin: Punch Taverns (CPM) Limited (formerly known as Cousin of Pubmaster Limited) (Cousin) is a private limited company incorporated in England and Wales with registered number 2585754. The issued share capital of Cousin is £58,383,685, which is 100 per cent. owned by the Borrower and U.S.$583,836.85 represented by bearer warrants held by the Borrower. Son: Punch Taverns (SPM) Limited (formerly known as Son of Pubmaster Limited) (Son) is a private limited company incorporated in England and Wales with registered number 2625703. The issued share capital of Son is £1,001, which is 100 per cent. owned by Cousin. Sister: Punch Taverns (SPML) Limited (formerly known as Sister of Pubmaster Limited) (Sister) is a private limited company incorporated in England and Wales with registered number 4467229. The issued share capital of Sister is £1, which is 100 per cent. owned by the Parent Guarantor. Daughter: Punch Taverns (DPM) Limited (Daughter) (formerly known as Daughter of Pubmaster Limited) is a private limited company incorporated in England and Wales with registered number 2664808. The issued share capital of Daughter is £1,001, which is 100 per cent. owned by Cousin. Mercury: Mercury Taverns plc (Mercury) is a public limited company incorporated in England and Wales with registered number 2850597. The issued share capital of Mercury is £7,530,000 which (apart from one ordinary share, which is owned by the Borrower) is 100 per cent. owned by Holdings. Holdings: Mercury Taverns (Holdings) Limited (Holdings) is a private limited company incorporated in England and Wales with registered number 3205806. The issued share capital of Mercury is £15,000, which is 100 per cent. owned by the Borrower. Holdings is the holding company of Mercury. Centrum: Punch Taverns (Centrum) Limited (Centrum) is a private limited company incorporated in England and Wales with registered number 4773139. The issued share capital of Centrum is £2.00, which prior to the Fourth Closing Date, is 100 per cent. owned by Punch Centrum Intermediate Holding Company Limited and, following the Fourth Closing Date, by the Parent Guarantor. ICL: InnSpired Company Limited (ICL) is a private limited company incorporated in England and Wales with registered number 3355449. The issued share capital of ICL is £3,752,500, which is 100 per cent. owned by InnSpired Holdings Limited. IGL: InnSpired Group Limited (IGL) is a private limited company incorporated in England and Wales with registered number 3764748. The issued share capital of IGL is £76,764.05, which is 100 per cent. owned by InnSpired (ITB) Limited and, following the Fourth Closing Date, by the Parent Guarantor. ITL: InnSpired Taverns Limited (ITL) is a private limited company incorporated in England and Wales with registered number 3776524. The issued share capital of ITL is £1.00 which is 100 per cent. owned by IGL.

136 InnSpired: InnSpired Pubs Limited (InnSpired) is a private limited company incorporated in England and Wales with registered number 3813780. The issued share capital of InnSpired is £50,000, which is 100 per cent. owned by IGL.

Certain companies outside the New Securitisation Group

Summary descriptions of PRAF and PTL are set out in The Parties.

Punch Taverns plc: Punch Taverns plc is a public limited company incorporated in England and Wales with registered number 3752645. It was formerly registered as a private company, Punch Group Limited, and by special resolution passed on 13 May 2002 was re-registered as a public company and changed its name to Punch Taverns plc. It is the overall holding company of the Punch Group and its entire issued ordinary share capital is listed on the Official List of the London Stock Exchange following an initial public offering of its shares in May 2002. On the Fourth Closing Date, it will be the ultimate parent of the New Securitisation Group. Punch Taverns (PGE) Punch Taverns (PGE) Limited is a private limited company incorporated in Limited: England and Wales with registered number 3982441. Its issued share capital is £62,599,166.15 divided into 1,251,983,342 non-redeemable deferred shares of £0.05 each and a special dividend share of £0.05 each. It is a direct subsidiary of Punch Taverns plc and holds the entire issued share capital of Punch Taverns (PGRP) Limited, Punch Taverns (PPCS) Limited, Punch Taverns Group Limited, InnSpired (Cedar) Limited, Punch Taverns Barton Intermediate Holding Company Limited, Punch Centrum Intermediate Holding Company Limited and Punch Jubilee Intermediate Holding Company Limited and other dormant Punch Group subsidiaries. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Taverns (PGRP) Punch Taverns (PGRP) Limited (PGRP) is a private limited company Limited: incorporated in England and Wales with registered number 3988664. Its issued share capital is £2 divided into 2 ordinary shares of £1 each, which are held as to 100 per cent. by Punch Taverns (PGE) Limited. PGRP forms one of the sub-groups within the Punch Group, certain assets of which will, on or prior to the Fourth Closing Date, be acquired by the Pubmaster Sub-Group and form part of the New Securitisation Group. However, on the Fourth Closing Date, PGRP will not be a member of the New Securitisation Group. Punch Taverns (PPCS) Punch Taverns (PPCS) Limited is a private limited company incorporated in Limited: England and Wales with registered number 4221944. Its issued share capital is £2 divided into two ordinary shares of £1 each, which are held as to 100 per cent. by Punch Taverns (PGE) Limited. On the Fourth Closing Date, Punch Taverns (PPCS) Limited will not be a member of the New Securitisation Group. Punch Taverns Group Punch Taverns Group Limited is a private limited company incorporated in Limited: England and Wales with registered number 3512367. Its issued share capital is £90,000,000, divided into 90,000,000 shares of £1 each, which is held as to 100 per cent. by Punch Taverns (PGE) Limited. Punch Taverns Group Limited is the parent of Punch Taverns Investments Limited and Punch Taverns Development Company Limited and its indirect subsidiaries include those companies of the Punch Taverns Sub-Group. On the Fourth Closing Date Punch Taverns Group Limited will not be a member of the New Securitisation Group.

137 Punch Centrum Punch Centrum Intermediate Holding Company Limited is a private limited Intermediate Holding company incorporated in England and Wales with registered number 4821125. Company Limited: Punch Centrum Intermediate Holding Company Limited was incorporated on 4 July 2003 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is £2, divided into two ordinary shares of £1 each, which are held as to 100 per cent. by Punch Taverns (PGE) Limited. It is the parent and holds the entire issued share capital of Punch Centrum Loan Company Limited and Punch Taverns (Centrum) Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Centrum Loan Punch Centrum Loan Company Limited is a private limited company Company Limited: incorporated in England and Wales with registered number 4772974. Punch Centrum Loan Company Limited was incorporated on 21 May 2003 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is £2, divided into two ordinary shares of £1 each, which are held as to 100 per cent. by its parent Punch Centrum Intermediate Holding Company Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Jubilee Punch Jubilee Intermediate Holding Company Limited is a private limited Intermediate Holding company incorporated in England and Wales with registered number 4821132. Company Limited: Punch Jubilee Intermediate Holding Company Limited was incorporated on 4 July 2003 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is £2, divided into two ordinary shares of £1 each, which are held as to 100 per cent. by Punch Taverns (PGE) Limited. It is the parent and holds the entire issued share capital of Punch Jubilee Loan Company Limited and Punch Taverns (Jubilee) Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Taverns (Jubilee) Punch Taverns (Jubilee) Limited is a private limited company incorporated in Limited: England and Wales with registered number 4821157. Punch Taverns (Jubilee) Limited was incorporated on 4 July 2003 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is £2, divided into two ordinary shares of £1 each, which are held as to 100 per cent. by its parent Punch Jubilee Intermediate Holding Company Limited. Certain assets of Jubilee will, on or prior to the Fourth Closing Date, be acquired by the Pubmaster Sub-Group and form part of the New Securitisation Group. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Jubilee Loan Punch Jubilee Loan Company Limited is a private limited company Company Limited: incorporated in England and Wales with registered number 4821152. Punch Jubilee Loan Company Limited was incorporated on 4 July 2003 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is £2, divided into two ordinary shares of £1 each, which are held as to 100 per cent. by its parent Punch Jubilee Intermediate Holding Company Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Taverns Holdings Punch Taverns Holdings Limited is a private limited company incorporated in Limited: England and Wales with registered number 3499144. Its issued share capital is £63,930, divided into 63,930 shares of £1 each, which is held as to 100 per cent. by Punch Taverns (ES) Limited. It is the holding company of the Punch Taverns Sub-Group. On the Fourth Closing Date, it will not be a member of the New Securitisation Group.

138 Punch Taverns Reserve Punch Taverns Reserve Company Limited is a private limited company Company Limited: incorporated in England and Wales with registered number 4821140. Its issued share capital is 2 shares of £1 each, which is held as to 100 per cent. by Punch Taverns (PGE) Limited. It is the holding company of Pubmistress. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. InnSpired (Cedar) Limited: InnSpired (Cedar) Limited is a private limited company incorporated in England and Wales with registered number 1564833. Its issued share capital is 1,000 shares of £1 each, which is held as to 100 per cent. by Punch Taverns (PGE) Limited. It is the holding company of InnSpired (ITB) Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. InnSpired (ITB) Limited: InnSpired (ITB) Limited is a private limited company incorporated in England and Wales with registered number 5196137. Its issued share capital is two shares of £1 each, which is held as to 100 per cent. by InnSpired (Cedar) Limited. It is currently the holding company of IGL. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Taverns Barton Punch Taverns Barton Intermediate Holding Company Limited is a private Intermediate Holding limited company incorporated in England and Wales with registered number Company Limited: 05432390. Punch Taverns Barton Intermediate Holding Company Limited was incorporated on 21 April 2005 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is two shares of £1 each, which is held as to 100 per cent. by Punch Taverns (PGE) Limited. It is the holding company of Punch Taverns (Barton) Limited and Punch Taverns Barton Loan Company Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Taverns (Barton) Punch Taverns (Barton) Limited is a private limited company incorporated in Limited: England and Wales with registered number 05432394. Punch Taverns (Barton) Limited was incorporated on 21 April 2005 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is two shares of £1 each, which is held as to 100 per cent. by Punch Taverns Barton Intermediate Holding Company Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Punch Taverns Barton Punch Taverns Barton Loan Company Limited is a private limited company Loan Company Limited: incorporated in England and Wales with registered number 05432396. Punch Taverns Barton Loan Company Limited was incorporated on 21 April 2005 for the primary purpose of acquiring pubs financed by new secured bank facilities. Its issued share capital is two shares of £1 each, which is held as to 100 per cent. by Punch Taverns Barton Intermediate Holding Company Limited. On the Fourth Closing Date, it will not be a member of the New Securitisation Group. Pubmistress: Punch Taverns (PM) Limited (formerly known as Pubmistress Limited) (Pubmistress) is a private limited company incorporated in England and Wales with registered number 4036384 and is the holding company of PMG. Pubmistress is not a member of the New Securitisation Group. Its issued capital is 4,000,000 ‘‘A’’ ordinary shares of 0.001p each, 4,750,000 ‘‘B’’ ordinary shares of 0.001p each, 2,301,249 ‘‘C’’ ordinary shares of 0.001p each, 198,751 ‘‘D’’ ordinary shares of 0.001p each and 100 ‘‘P’’ ordinary shares of 100p each. On the Fourth Closing Date, Pubmistress will no longer be the holding company of PMG.

139 MANAGEMENT/KEY SHAREHOLDERS OF THE PUNCH GROUP

Management/Punch Taverns plc Board of Directors

Position Name Business Address Age Chief Executive ...... Giles Thorley Jubilee House, 37 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Finance Director ...... Robert McDonald Jubilee House, 50 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Chief Operating Officer . . . Adrian Fawcett Jubilee House, 36 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Commercial Director...... Jonathan Paveley Jubilee House, 41 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Non-executive Chairman . . Philip Cox Jubilee House, 55 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Non-executive Director.... Fritz Ternofsky Jubilee House, 61 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Non-executive Director.... IanFraser Jubilee House, 48 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Non-executive Director.... Martin Glenn Jubilee House, 44 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Non-executive Director.... Michael Foster Jubilee House, 59 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Non-executive Director.... Peter Cawdron Jubilee House, 61 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF Non-executive Director.... Randl Shure Jubilee House, 41 Second Avenue, Burton upon Trent, Staffordshire DE14 2WF

Giles Thorley – Chief Executive Giles Thorley, 37, was appointed Chief Executive of Punch in January 2003, having joined Punch as Executive Chairman in December 2001. A qualiﬁed barrister, Giles attended the University of London and

140 the Inns of Court School of Law, before joining Nomura in 1990 where he specialised in property finance. In 1994 he became a founder member of the Principal Finance Group and was involved in a number of transactions, most notably the pub related acquisitions of Phoenix Inns, Inntrepreneur Pub Company Limited and Spring Inns. Between 1998 and 2001 he was Chief Executive of Unique Pub Company increasing the business from 2,600 pubs to over 4,000 during his tenure. After joining Punch in 2001, he led the company through a de-merger culminating in an IPO of Punch in May 2002. Robert McDonald – Finance Director Robert McDonald, 50, was appointed Finance Director of Punch in April 2002, shortly before flotation, having held the position of Finance Director of the leased and tenanted division of Punch Group since 1999. He first joined the industry in 1982, and worked in various roles for Allied Domecq, most recently as Finance Director of Allied Domecq Inns from 1995 until that company was acquired by Punch in 1999. He is a Fellow of the Chartered Institute of Management Accountants. Adrian Fawcett – Chief Operating Officer Adrian Fawcett, 36, was appointed Chief Operating Officer with effect from August 2003. He joined the Group from Interbrew where he was Corporate Vice President of the Belgian brewer, globally responsible for business integration of both Interbrew’s operational businesses and the group’s M&A activity. Adrian spent six years at Bass Brewers from 1996 to 2001. During this time he held a number of roles culminating in his position as Group Managing Director of Bass Brewers Operating Companies where he led Bass’s UK Operating Companies through the period of its sale to Interbrew and the subsequent restructuring and divestment of Carling to Coors Brewers in 2002. Prior to this, Adrian held general management roles with both Mars & Ford. He joined the Punch Taverns Board in January 2004. Jonathan Paveley – Commercial Director Jonathan Paveley, 41, was appointed Commercial Director with effect from May 2004. He joins the Group from Greene King, where he was Strategy Director, responsible for corporate and commercial strategy and purchasing. During the eight years Jonathan spent with Greene King (1996-2004) he initiated the strategic change programme which redirected its strategy, rationalised the company’s infrastructure and created the company’s three operating divisions. He also led the team which acquired and integrated the Morland business in 1999-2000 and played key roles in the successful purchases of the Magic Pub Company (1996) and Old English Inns (2001) among others. He joined the Punch Taverns Board in September 2004. Phil Cox – Independent Non-executive Chairman Phil Cox, 55, was appointed Non-executive Chairman of Punch in January 2003 having joined Punch as Non-executive Deputy Chairman in May 2002. He is also a Director of Allders Plc. Prior to his appointment with Punch, he was Chairman of Virgin Rail from January until October 1998, and was Finance Director of Asda Group from 1992 to 1998. He was also Non-executive Director of Kelda (Yorkshire Water) from 1998 to 2000. He was previously Finance Director and Chief Executive of The Burns Anderson Group and Horne Brothers Plc. Fritz Ternofsky – Senior Independent Non-executive Director Fritz Ternofsky, 61, was appointed Senior Independent Non-executive Director of Punch in May 2002. He was previously a member of the board of Compass from 1988 to 1999, also serving as Chief Executive for UK and Scandinavia from 1993 to 1999. He is currently a Non-executive Director of Exel plc, Care UK plc and Non-executive Chairman of UK.explorer.com. He is also Chairman of Close Income & Growth VCT PLC, Chairman of Kew Green Hotels and a Director of Dolphin Nurseries Ltd. Ian Fraser – Independent Non-executive Director Ian Fraser, 48, was appointed as an Independent Non-executive Director, from September 2004. He is currently Chief Executive of Kwit-Fit, having previously been Chief Operating Officer of Orange UK and, prior to that, Trading Director of Safeway Stores plc. He is also a Non-executive Director of Blueheath Holdings plc. Martin Glenn – Independent Non-executive Director Martin Glenn, 44, was appointed as an Independent Non-executive Director from September 2004. He is currently President of all Pepsico’s interests in UK and Ireland, having worked within the group since 1992 in various sales and marketing roles. He previously worked for Mars and Coopers & Lybrand.

141 Mike Foster – Independent Non-executive Director Mike Foster, 59, was appointed Independent Non-executive Director of Punch with effect from May 2002. Prior to his appointment he was Chief Executive of Inntrepreneur Estates from 1995 until 1998, Chief Executive of Courage Limited from 1987 until 1995, Chairman of Leisurelink Ltd from 1998 until its sale in 2001, Chairman of the British Pub & Beer Association from 1998 until 2001 and Non-executive Director of Geest from 1993 until 1999. He currently has three other Non-executive Directorships: W H Brakspear & Sons, Roxton Bailey Robinson Ltd and Innserve Ltd.

Peter Cawdron – Independent Non-executive Director Peter Cawdron, 61, was appointed Independent Non-executive Director of Punch in May 2003. He retired from the Board of Grand Metropolitan plc in 1997, where he had held the position of Group Strategy Director for 10 years and Group Planning Director for 4 years. Previously, he had spent 7 years in the United States as Chief Financial Officer of D’Arcy MacManus & Masius Worldwide, Inc., the international advertising agency business based in New York and 7 years at S.G.Warburg & Co. Ltd in London. He qualiﬁed as a Chartered Accountant in 1966 at Peat, Marwick, Mitchell & Co. He is also the Chairman of Capital Radio plc and a Non-executive Director of a number of companies, including Compass Group plc, ARM Holdings plc, Capita Group plc and Johnston Press plc.

Randl Shure – Independent Non-executive Director Randl Shure, 41, was appointed Independent Non-executive Director of Punch in October 1999. Prior to founding CapVest he was head of BT Capital Partners which he joined in 1997 after working for 12 years with Bankers Trust. He was a director of the original Punch Taverns Limited, formed for the acquisition of the Bass portfolio. He previously served as a director of Virgin Rail and is currently a director of Young’s Bluecrest Limited, Spirit Group Holdings Limited, Vaasan & Vaasan OY, IP Powerhouse and Ubiquity.

Executive officers

Andrew Thompson – Operations Director North Andrew Thompson, 52, shares responsibility with Bill Walker and Deborah Kemp for implementing the operational elements of the Company’s strategy consistently through Regional Operational Directors. This involves developing and implementing business plans based on growth opportunities, maximising proﬁt streams of sales margins, rental and machine income, controlling operational costs and implementing annual investment and acquisition plans. Andrew has 30 years’ experience in the licensed retailing sector and before becoming Operations Director was Regional Director for Punch Taverns and Retail Director of Bass plc.

Bill Walker – Operations Director Central Bill Walker, 44, shares responsibility with Andrew Thompson and Deborah Kemp for implementing the operational elements of the Company’s strategy consistently through a team of Regional Operational Directors. This involves developing and implementing business plans based on growth opportunities, maximising proﬁt streams of sales margins, rental and machine income, controlling operational costs and implementing annual investment and acquisition plans. Bill was appointed Operations Director of the Group in March 2002. Bill has over twenty years experience in retailing. Prior to joining the Group he had held the position of Retail Operations Director at First Quench Retailing Ltd, a division of Whitbread plc, since March 1998. Prior to this appointment, he was a General Manager with overall responsibility for the Spanish operations of Sears plc based in Madrid.

Deborah Kemp – Operations Director South Deborah Kemp, 44, shares responsibility with Andrew Thompson and Bill Walker for implementing the operational elements of the company’s strategy consistently through a team of Regional Operations Directors. This involves developing and implementing business plans based on growth opportunities, maximising proﬁt streams of sales margins, rental and machine income, controlling operational costs and implementing annual investment and acquisition plans. Deborah also has responsibility for GRS, a managed house division with 70 core houses and 120 outlets being held on temporary management for

142 a variety of pub companies whilst they recruit new retailers. Prior to this role Deborah held the position of Property and Development Director. Deborah joined Punch Taverns in 1998 as Director of Investment, prior to which she gained invaluable experience as a Business Director with Bass Lease Company. Her qualiﬁcations include a BSc (Hons) Urban Estate Surveying degree.

Francis Patton – Customer Services Director Francis Patton, 41, is responsible for the Company’s relationships with our key stakeholders; retailers, shareholders, employees, the media, the city and our suppliers. This is done through the management of Human Resources, external agents for PR/IR, internal communication and retailer relationships. His role also encompasses retailer sales and query resolution through telesales and the help desks. When Punch Pub Company was formed he became Commercial Director and as the Company grew this role was split into Commercial and Customer Services with him taking up his new role as Customer Services Director in June 2003. Francis has years of hands on industry experience. A graduate who joined Joshua Tetley in 1985, Francis gained extensive experience in operational roles with The Tetley Pub Company before becoming Commercial Director of Vanguard Pubs and Restaurants, the leasing section of Allied Domecq.

Neil Preston – Company Secretary Neil Preston, 45, is responsible for ensuring that Punch meets all its legal and regulatory requirements as a listed PLC. He is a Fellow of the Chartered Association of Certiﬁed Accountants and has held various roles within Punch, including that of the Finance Director of Punch Group and Punch Retail (now known as Spirit Group following the demerger in March 2002). Prior to this he worked for Allied Domecq and started in the industry in 1986.

Neil Griffiths – Property & Strategy Director Neil Griffiths, 44, was appointed Property and Strategy Director in May 2005. Neil joined the Punch Group in 2001 and has been a key player in building its industry leading acquisitions team. He was previously with Warner Brothers where he was international property director responsible for pan-European cinema development. Prior to that, he held senior positions with Bass plc including head of property as well as commercial director for Bass Leisure Entertainments.

Key shareholders Punch Taverns plc’s entire issued ordinary share capital is listed on the Official List of The United Kingdom Listing Authority and admitted to listing on the London Stock Exchange. Shareholders having a major interest of 3 per cent. or more in Punch as notiﬁed to Punch as at 6 May 2005 are: ● AXA SA (12.06 per cent.); ● Henderson Global Investors (9.91 per cent.); ● Fidelity (5.84 per cent.); ● M&G Investments (4.15 per cent.); ● Lansdowne Partners Limited Partnership (4.05 per cent.); and ● Legal & General Investment Management Ltd (3.00 per cent.).

143 MBIA UK INSURANCE LIMITED

General MBIA UK Insurance Limited (MBIA UK) was incorporated with limited liability in England and Wales on 22 March 2002 pursuant to the Companies Act 1985 with registered number 04401508. MBIA UK became authorised by the Financial Services Authority (FSA) to transact ﬁnancial guarantee business in the United Kingdom on 18 May 2004 with FSA reference number 225326. Its registered office is located at 1 Great St Helen’s, London, EC3A 6HX, United Kingdom. MBIA UK is a direct wholly owned subsidiary of MBIA UK (Holdings) Limited (MBIA Holdings) a limited liability company incorporated in England and Wales on 23 June 2003 with registered number 04808006, whose registered office is located at 1 Great St. Helen’s, London EC3A 6HX. MBIA Holdings is a direct wholly owned subsidiary of MBIA Insurance Corporation (MBIA Corp.). MBIA Corp. is the principal operating subsidiary of MBIA Inc. (MBIA Inc.). MBIA Inc. is not obliged to pay the debts of, or claims against, MBIA Corp. or MBIA UK. MBIA UK has no subsidiaries. Prior to the incorporation of MBIA UK as a limited liability company, the MBIA group operated in the United Kingdom both on a services and a branch basis through its French subsidiary, MBIA Assurance S.A. (MBIA Assurance) by means of the EC third non-life insurance directive (No. 92/49/EEC). MBIA Assurance was registered as an overseas company in England and Wales under Chapter II of Part XXII of the Companies Act 1985 on 10 February 1997 under number FC020116 and a branch of MBIA Assurance was registered in the United Kingdom during 2000 under number BR003789.

Business MBIA UK is engaged principally in the business of writing ﬁnancial guarantee and related lines of insurance and reinsurance transactions. Financial guarantee insurance provides a guarantee of timely payments of scheduled principal and interest by the issuer of securities thereby enhancing the credit rating of those securities in return for the payment of a premium to the ﬁnancial guarantor.

Regulation MBIA UK’s business in the United Kingdom is subject to regulation by the FSA. MBIA UK is authorised by the FSA to carry out general insurance business of the following classes in the United Kingdom, namely credit insurance (Class 14), suretyship insurance (Class 15) and insurance against miscellaneous ﬁnancial loss (Class 16) and other kinds of business to the extent it falls within the scope of or is in the course of carrying out, the above-mentioned activities for which MBIA UK is authorised to transact. MBIA UK carries out its activities in the European Economic Area on a cross-border services basis in accordance with Section 37 of the Financial Services and Markets Act 2000 (FSMA) and Part III of Schedule 3 to FSMA. Under the FSA regulations, MBIA UK is subject to certain supervisory requirements including the maintenance of a minimum solvency margin and establishment and maintenance of loss and unearned premium reserves. In addition, other requirements of the FSA include an obligation to report on transactions entered into with connected persons, certain transactions it enters into, the regulation of its investments and the on-going monitoring of its compliance with FSA rules.

Financial Strength Ratings Fitch, Inc. (Fitch), Moody’s Investor Service, Inc. (Moody’s) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (S&P) have rated the financial strength of MBIA UK at ‘‘AAA’’, ‘‘Aaa’’ and ‘‘AAA’’ respectively. The ratings of MBIA UK are based primarily on the ratings of and capital support provided by MBIA Corp. Any reduction in the ratings of MBIA Corp. would result in a downgrade of the ratings of MBIA UK and could have a material adverse effect on MBIA Corp. and MBIA UK. Each rating of MBIA UK should be evaluated independently. The ratings reflect the respective rating agency’s current assessment of the financial strength of MBIA UK and its ability to pay claims on its financial guarantees. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold the obligations, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal

144 of any of the above ratings may have an adverse effect on the market price of the obligations. MBIA UK does not guarantee the market price of the obligations nor does it guarantee that the ratings on the obligations will not be revised or withdrawn.

Summary of Financial Information and Recent Developments

During the year ending 31 December 2004, MBIA UK did not trade, did not incur any liabilities and consequently made neither a proﬁt nor a loss. MBIA UK was dormant (within the meaning of section 249 AA Companies Act 1985) since its formation and at all times during and up to the year ending 31 December 2004. Consequently, it was not required to have its ﬁnancial statements audited for the year ended 31 December 2004.

The company’s issued share capital was increased to £68,000,000 on 10 May 2004; since that date the company has not entered into any insurance transactions but has generated a net proﬁt from its investments.

Capitalisation and Indebtedness Table

As at 31 December 2004 the capitalisation and indebtedness of MBIA UK was as follows (source: audited accounts of MBIA UK for ﬁnancial year ended 31 December 2004):

MBIA UK Insurance Limited – Capitalisation and Indebtedness Table(1)

As at 31 December 2004 As at 31 December 2003 (£) (£) Assets Long-term investments 23,691,688 0 Current assets 47,377,479 1

Total assets 71,069,167 1

Indebtedness(2) Short term debt 1,912,710 0 Long term debt 0 0

Shareholders’ Equity (3) Called up share capital 68,000,000 1 Reserves 1,156,457 0 Total Shareholders’ Equity 69,156,457 1

Total Capitalisation and Indebtedness (4) 71,069,167 1

Notes:

1 This Capitalisation and Indebtedness Table has been prepared in accordance with generally accepted accounting principles in the United Kingdom.

2 On 31 December 2004, MBIA UK did not have any loan capital outstanding or created but unissued term loans or any other borrowings in the nature of borrowing, including bank overdrafts and liabilities under acceptances or acceptance credits, mortgages, charges, ﬁnance lease commitments, hire purchase obligations or guarantees, or contingent liabilities.

3 MBIA UK was incorporated with an authorised share capital of £100,000,000 comprising 100,000,000 ordinary shares of £1 each. As at 31 December 2003, 1 ordinary share of £1 had been allotted but not paid. On 10 May 2004, MBIA UK issued fully paid up share capital of a further 67,999,999 ordinary shares of £1 each. MBIA UK did not write premia in the year ended 31 December 2004, but generated a gross proﬁt from investment and interest income and incurred a resulting tax expense and short-term liability.

4 Except as indicated in Note 3 above, there has been no material change in the authorised and issued share capital, capitalisation, indebtedness, contingent liabilities or guarantees of MBIA UK since 31 December 2003.

145 Directors and Officers The directors of MBIA UK and their principal activities as at the date of this disclosure statement are set out below:

Name: Function: Principal Activities: Neil G. Budnick Executive Chief Executive Officer David H. Dubin Executive Managing Director Gary C. Dunton Executive Managing Director Nicholas Ferreri Executive Chief Financial Officer Philip C. Sullivan Executive Chief Risk Officer, Managing Director Christopher E. Weeks Executive President, Managing Director Ram D. Wertheim Executive Joint Company Secretary, Managing Director Deborah M. Zurkow Executive Managing Director Gerald H. C. Wakeﬁeld Non-Executive Director The principal executive officers of MBIA UK are set out below:

Neil G. Budnick Chief Executive Officer Christopher E. Weeks President Nicholas Ferreri Chief Financial Officer Phillip C. Sullivan Chief Risk Officer Ram D. Wertheim Joint Company Secretary Sabrina B. Biscardi Joint Company Secretary, Legal Compliance Officer, General Counsel Juliet S. Telford Financial Compliance Officer, Controller Kathleen M. Reagan Internal Auditor The principal executive offices of MBIA UK are located at 1 Great St Helen’s, London, EC3A 6HX, United Kingdom and its telephone number at this address is +44 20 7920 6363. The business address of Messrs. Dunton, Ferreri and Wertheim is 113 King Street, Armonk, New York 10504, United States of America. Risk Diversification MBIA Corp. and MBIA UK seek to maintain a diversified insured portfolio designed to spread risk based on a variety of criteria, including revenue source, issue size, type of bond and geographic area. As at 31 December 2004, MBIA Corp. had 28,222 policies outstanding. These policies are diversified among 10,798 ‘‘credits’’, which MBIA Corp. defines as any group of issues supported by the same revenue source. Since MBIA UK has not issued financial guarantees since its formation and at all times during and up to the year ending 31 December 2004, there are no risks guaranteed and in force at this time by MBIA UK. Reinsurance In the ordinary course of its business, MBIA UK uses reinsurance as a risk management device to reinsure financial guarantees with third party reinsurers primarily to transfer risk and to increase underwriting capacity. MBIA UK uses both treaty and facultative reinsurance to cede risk. Under its treaties with various reinsurers, MBIA UK has the ability to automatically cede specified percentages of insured risks as provided for in each treaty. To the extent MBIA UK needs reinsurance capacity that is not available under its treaties, it cedes risk to reinsurers on a facultative basis where reinsurers have considered the commitment and decided to provide the reinsurance outside the terms of the treaty. As a primary guarantor, MBIA UK is required to honour its obligations to the holders of its financial guarantees whether or not its reinsurers perform their obligations to MBIA UK. Auditors MBIA UK’s auditors are PricewaterhouseCoopers LLP of 32 London Bridge Street, London SE1 9SY. MBIA UK, having been dormant within the meaning of section 249AA Companies Act 1985 since its formation and at all times during the year ended 31 December 2003, and otherwise satisfying the relevant requirements of Part VII of the Companies Act 1985, was exempt from the provisions of that Part relating to the audit of accounts.

146 Copies of MBIA UK’s 31 December 2004 accounts are available from The Company Secretary, MBIA UK Insurance Limited, 1 Great St. Helen’s, London EC3A 6HX. Relationship between MBIA UK and MBIA Corp. MBIA UK and MBIA Corp. have entered into an excess of loss reinsurance agreement dated 14 May 2004 (the Excess of Loss Reinsurance Agreement). MBIA Corp., MBIA UK Holdings and MBIA UK have entered into a Net Worth Maintenance agreement dated 14 May 2004 (as amended and restated on 12 October 2004) (the Net Worth Maintenance Agreement). The purpose of the Excess of Loss Reinsurance Agreement and the Net Worth Maintenance Agreement is to provide MBIA UK with additional capital and reinsurance support in the event of excess losses not covered by its available capital and by third party reinsurance. Under the Excess of Loss Reinsurance Agreement, MBIA Corp. agrees to reinsure on an excess of loss basis all financial guarantees issued by MBIA UK. Under the Excess of Loss Reinsurance Agreement MBIA Corp. will reimburse MBIA UK, on an excess of loss basis, for losses exceeding $100,000,000 in aggregate incurred in each calendar year for its net retained insurance liability (being MBIA UK’s gross liability on each guarantee reinsured by MBIA Corp. after deducting all cessions to facultative and/or other reinsurers, the Net Retained Liability) under all financial guarantees issued by MBIA UK. MBIA Corp.’s maximum liability under the Excess of Loss Reinsurance Agreement shall not exceed: (i) for 2005, 20 per cent. of MBIA UK’s Net Retained Liability with respect to the aggregate insured principal sum outstanding as of such time, plus the insured principal sum outstanding under MBIA UK’s two largest financial guarantees at such time; and (ii) for any subsequent year, 20 per cent. of MBIA UK’s Net Retained Liability with respect to the aggregate insured principal sum outstanding as of 11:59 p.m., Greenwich Mean Time, on 31 December of the prior year plus the insured principal sum outstanding under MBIA UK’s two largest financial guarantees in effect as of 11:59 p.m., Greenwich Mean Time on 31 December of the prior year. The reinsurance provided under the Excess of Loss Reinsurance Agreement does not alter or limit the obligations of MBIA UK under any financial guarantee. Pursuant to the Net Worth Maintenance Agreement, MBIA Corp. and MBIA UK Holdings agree to maintain capital in MBIA UK in an amount that is at least equal to $100,000,000 or such greater amount as shall be required now or in the future to comply with statutory and regulatory requirements in the United Kingdom. Any support provided by MBIA Corp. to MBIA UK is subject to compliance with New York insurance law. MBIA Corp. may not contribute more than 35 per cent. of its policyholders’ surplus on an accumulated basis and must comply with §1505 of the New York State Insurance Law, which requires prior notification to and approval by the New York State Insurance Department for any additional capital contributions. MBIA Corp. may, however, make single contributions to MBIA UK that do not exceed $300 million without taking any additional actions under §1505 of the New York Insurance Law. As of 31 December 2004, the policyholders’ surplus for MBIA Corp. was $3.395 billion. The Class A7 Noteholders and the Class A8 Noteholders should note that the Excess of Loss Reinsurance Agreement and the Net Worth Maintenance Agreement (the MBIA UK Agreements) are entered into for the benefit of MBIA UK and are not, and should not be regarded as, guarantees by MBIA Corp. of the payment of any indebtedness, liability or obligations of the Issuer, the Class A7 Notes, the Class A8 Notes, the Second MBIA Financial Guarantee or any other MBIA financial guarantee. Notwithstanding the capital support provided to MBIA UK described in this section, the MBIA UK Agreements do not confer any rights on third parties. Beneficiaries of any MBIA financial guarantee will have direct recourse against MBIA UK only, and neither MBIA Corp. nor any other affiliate thereof will be directly liable to the beneficiaries of any MBIA financial guarantee. The information in this disclosure statement concerning MBIA Corp. and its affiliates is provided for background purposes only in view of the importance to MBIA UK of the MBIA UK Agreements. It does not imply that the MBIA UK Agreements are guarantees for the benefit of the beneficiaries of any MBIA UK financial guarantee. Payments of principal and interest on the obligations will be guaranteed by MBIA UK pursuant to the terms of the financial guarantees provided by MBIA UK and will not be additionally guaranteed by either MBIA Corp. or any other affiliate. The MBIA UK Agreements are intracompany agreements and do not confer rights on third parties; however, these arrangements, together with the ownership of MBIA UK by MBIA Corp. and the

147 underwriting support supplied to MBIA UK by MBIA Corp., may make information about MBIA Corp. of interest to the beneficiaries of financial guarantees issued by MBIA UK. Additionally, the MBIA UK Agreements were relevant to the rating agencies in justification of the triple-A ratings granted to MBIA UK. Any modifications to the Net Worth Maintenance Agreement are subject to confirmation from each of Fitch, Moody’s and S&P that such modifications will not result in the reduction or withdrawal of the claims-paying ratings then assigned to MBIA UK. Pursuant to procedures initially developed by MBIA Corp., MBIA UK is selective in the risks it chooses to guarantee. Logistic and underwriting support is supplied to MBIA UK from MBIA Corp. The logistic review of a credit and the proposed structure is undertaken by analysts on a deal team. Both the credit and the structure are then presented to a separate underwriting committee composed of persons not directly involved in the initial analysis. Only following approval of both the credit and the structure may a financial guarantee be issued by MBIA UK. MBIA Corp. and MBIA UK maintain zero-loss underwriting standards; they underwrite their respective financial guarantees such that at the time a financial guarantee is issued no losses are expected throughout the term of the guarantee based on a worst-case scenario.

148 MBIA INSURANCE CORPORATION

General MBIA Corp. is a leading global provider of financial guarantee insurance incorporated in the State of New York whose registered office is at 113 King Street, Armonk, NY 10504, United States of America. MBIA Corp. is a wholly owned subsidiary of MBIA Inc., which is engaged in providing financial guarantee insurance and investment management and financial services to public finance clients and financial institutions on a global basis. MBIA Corp. provides financial guarantee insurance policies for municipal bonds, asset-backed and mortgage-backed securities, investor-owned utility bonds, and collateralised obligations of sovereigns, corporations and financial institutions, both in the new issue and secondary markets. MBIA Corp. also insures privately issued bonds used for the financing of public purpose projects which are primarily located overseas and include toll roads, bridges, airports, public transpor- tation facilities and other types of infrastructure projects that serve a substantial public purpose. While in the United States projects of this nature are financed through the issuance of tax-exempt bonds by special purpose, government sponsored tax-exempt entities, the general absence of tax-advantaged financing, among other reasons, has led to the transfer of the operation of many such public purpose projects to the private sector. Generally, the private entities operate under a concession agreement with the sponsoring government agency, which maintains a level of regulatory oversight and control over the project. MBIA Corp. is the successor to the business of the Municipal Bond Insurance Association (the Association) which began writing financial guarantees for municipal bonds in 1974. MBIA Corp. is the parent of MBIA Corp. of Illinois (MBIA Illinois) and Capital Markets Assurance Corporation (CapMAC), both financial guarantee companies. In 1990, MBIA Corp. formed a French insurance company, MBIA Assurance, to write financial guarantee insurance in the countries of the European community. MBIA Assurance, which is a 99.99 per cent. subsidiary of MBIA Corp., writes financial guarantees insuring sovereign risk, public infrastructure financings, asset-backed transactions and certain collateralised obligations of corporations and financial institutions. MBIA Assurance has used the provisions of the EC third non-life insurance directive (No. 92/49/EEC) to operate in the United Kingdom both on a services and a branch basis. In light of the amount of business generated from the United Kingdom, MBIA UK was created in 2002 and received regulatory authorization in 2004. Generally, throughout the text, references below to MBIA Corp. include the activities of its subsidiaries, MBIA Illinois, MBIA Assurance, MBIA UK and CapMAC. Financial guarantee insurance provides an unconditional and irrevocable guarantee of the payment of the principal and interest or other amounts owing, on insured obligations when due. MBIA Corp. primarily insures obligations which are sold in the new issue and secondary markets, or which are held in unit investment trusts (UIT) and by mutual funds. It also provides surety bonds for debt service reserve funds. The principal economic value of financial guarantee insurance to the entity offering the obligations is the savings in interest costs resulting from the difference in the market yield between an insured obligation and the same obligation on an uninsured basis. In addition, for complex financings and for obligations of issuers that are not well-known by investors, insured obligations receive greater market acceptance than uninsured obligations. The municipal obligations that MBIA Corp. insures include tax-exempt and taxable indebtedness of states, counties, cities, utility districts and other political subdivisions, as well as airports, higher education and health care facilities and similar authorities. The asset-backed or structured finance obligations insured by MBIA Corp. typically consist of securities that are payable from or which are tied to the performance of a specified pool of assets that have a defined cash flow. These include residential and commercial mortgages, a variety of consumer loans, corporate loans and bonds and equipment and real property leases.

Financial Strength Ratings of MBIA Corp. Fitch, Moody’s and S&P have rated the financial strength of MBIA Corp. at ‘‘AAA’’, ‘‘Aaa’’ and ‘‘AAA’’ respectively. Each rating of MBIA Corp. should be evaluated independently. The ratings reflect the respective rating agency’s current assessment of the creditworthiness of MBIA Corp. and its ability to pay claims on its financial guarantees. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency.

149 Capitalisation and Indebtedness Table The following table sets forth the capitalisation and indebtedness of MBIA Corp. as at 31 December 2004, 31 December 2003 and 31 December 2002 (source: extracted from the audited accounts of MBIA Corp. for ﬁnancial years ended 31 December 2004, 2003 and 2002):

31 December 31 December 31 December 2004 2003 2002 (US$ in thousands)

Long-term Debt Nil Nil Nil Investors’ Equity: Common stock, par value $150 per share; 15,000 15,000 15,000 authorised, issued and outstanding – 100,000 shares Additional paid-in capital (1) 1,654,201 1,636,422 1,610,574 Capital Contribution Nil Nil Nil Retained earnings 4,546,400 4,455,903 3,884,148 Accumulated other comprehensive income. 381,547 437,993 339,710 Total Investors’ Equity US$6,597,148 US$6,545,318 US$5,849,432 Total Capitalisation and Indebtedness (2) US$6,597,148 US$6,545,318 US$5,849,432

Notes: 1 Represents the additional contribution from MBIA Inc. above the par value of the common stock. 2 There has been no material change in the authorised and issued share capital, in the capitalisation and indebtedness, contingent liabilities or guarantees of MBIA Corp. since 31 December 2004. Risk Diversification At 31 December 2004, the net par amount outstanding on MBIA Corp.’s insured obligations (including insured obligations of MBIA Illinois, MBIA Assurance and CapMAC, but excluding the guarantee of US$12.7 billion of investment management transactions for MBIA Investment Management Corp. and MBIA Global Funding Limited) was US$585.6 billion. Net insurance in force was US$890.2 billion. Because generally MBIA Corp. guarantees to the holder of the underlying obligation the timely payment of amounts due on such obligation in accordance with its original payment schedule, in the case of a default on an insured obligation, payments under the financial guarantee cannot be accelerated unless MBIA Corp. consents to the acceleration. Otherwise, MBIA Corp. is required to pay principal, interest or other amounts only as originally scheduled payments come due. MBIA Corp. underwrites financial guarantee insurance on the assumption that the insurance will remain in force until maturity of the insured obligations. MBIA Corp. estimates that the average life (as opposed to the stated maturity) of its insurance policies and financial guarantees in force at 31 December 2004 was 10.2 years. The average life was determined by applying a weighted average calculation, using the remaining years to maturity of each insured obligation, and weighting them on the basis of the remaining debt service insured. No assumptions were made for any future refundings of insured issues. Average annual debt service on the portfolio at 31 December 2004 was US$71.7 billion. Reinsurance State insurance laws and regulations, as well as the rating agencies, impose minimum capital requirements on financial guarantee companies, limiting the aggregate amount of insurance which may be written and the maximum size of any single risk exposure which may be assumed. MBIA Corp. increases its capacity to write new business by using treaty and facultative reinsurance to reduce its gross liabilities on an aggregate and single risk basis. As a primary insurer, MBIA Corp. is required to honour its obligations to its policyholders whether or not its reinsurers perform their obligations to MBIA Corp. The financial position of all reinsurers is monitored by MBIA Corp. on a regular basis. Regulation MBIA Corp. is licensed to do insurance business in, and is subject to insurance regulation and supervision by, the State of New York (its state of incorporation), the 49 other US states, the District of

150 Columbia, the Territory of Guam, the Commonwealth of the Northern Mariana Islands, the Virgin Islands of the United States, the Commonwealth of Puerto Rico, the Kingdom of Spain, the Republic of France, the United Kingdom and the Republic of Singapore. The extent of state insurance regulation and supervision varies by jurisdiction, but New York, Illinois and most other jurisdictions have laws and regulations prescribing minimum standards of solvency, including minimum capital requirements and business conduct which must be maintained by insurance companies. The laws and regulations of these states also limit both the aggregate and individual risks that MBIA Corp. may insure on a net basis based on the type of risk being insured. These laws prescribe permitted classes and concentrations of investments. In addition, some state laws and regulations require the approval or filing of policy forms and rates. MBIA Corp. is required to file detailed annual financial statements with the New York Insurance Department and similar supervisory agencies in each of the other jurisdictions in which it is licensed. The operations and accounts of MBIA Corp. are subject to examination by these regulatory agencies at regular intervals. MBIA Inc. is subject to the direct and indirect effects of governmental regulation, including changes in tax laws affecting the municipal and asset-backed debt markets. No assurance can be given that future legislative or regulatory changes might not adversely affect the results of operations and financial conditions of MBIA Inc. MBIA Corp. is licensed to provide financial guarantee insurance under Article 69 of the New York Insurance Law. Article 69 defines financial guarantee insurance to include any guarantee under which loss is payable upon proof of occurrence of financial loss to an insured as a result of certain events. These events include the failure of any obligor on or any issuer of any debt instrument or other monetary obligation to pay principal, interest, premium, dividend or purchase price of or on such instrument or obligation, when due. Under Article 69, MBIA Corp. is licensed to transact financial guarantee insurance. In addition, MBIA Corp. is empowered to assume or reinsure the kinds of insurance that it is licensed to write directly. As a financial guarantee insurer, MBIA Corp. is required by the laws of New York, California, Connecticut, Florida, Illinois, Iowa, New Jersey and Wisconsin to maintain contingency reserves on its municipal bonds, asset-backed securities and other financial guarantee liabilities. Under New Jersey, Illinois and Wisconsin regulations, contributions by such an insurer to its contingency reserves are required to equal 50 per cent. of earned premiums on its municipal bond business. Under New York law, such an insurer is required to contribute to contingency reserves 50 per cent. of premiums as they are earned on policies and financial guarantees written prior to 1 July 1989 (net of reinsurance) and, with respect to policies and financial guarantees written on and after 1 July 1989, must make contributions over a period of 15 or 20 years (based on issue type), or until the contingency reserve for such insured issues equals the greater of 50 per cent. of premiums written for the relevant category of insurance or a percentage of the principal guaranteed, varying from 0.55 per cent. to 2.5 per cent., depending upon the type of obligation guaranteed (net of reinsurance, refunding, refinancing and certain insured securities). California, Connecticut, Iowa and Florida law impose a generally similar requirement. In each of these states, MBIA Corp. may apply for release of portions of the contingency reserves in certain circumstances. The laws of New York regulate the payment of dividends by MBIA Corp. and provide that a New York domestic stock property/casualty insurance company (such as MBIA Corp.) may not declare or distribute dividends except out of statutory earned surplus. New York law provides that the sum of (i) the amount of dividends declared or distributed during the preceding 12-month period and (ii) the dividend to be declared may not exceed the lesser of (a) 10 per cent. of policyholders’ surplus, as shown by the most recent statutory financial statement on file with the New York Insurance Department, and (b) 100 per cent. of adjusted net investment income for such 12-month period (the net investment income for such 12-month period plus the excess, if any, of net investment income over dividends declared or distributed during the two-year period preceding such 12-month period), unless the New York Superintendent of Insurance approves a greater dividend distribution based upon a finding that the insurer will retain sufficient surplus to support its obligations and writings. The foregoing dividend limitations are determined in accordance with Statutory Accounting Practices (SAP), which generally produce statutory earnings in amounts less than earnings computed in accordance with Generally Accepted Accounting Principles (GAAP). Similarly, policyholders’ surplus, computed on a SAP basis, will normally be less than net worth computed on a GAAP basis. MBIA Corp., MBIA Illinois and CapMAC are exempt from assessments by the insurance guarantee funds in the majority of the states in which they do business. Guarantee fund laws in most states require insurers transacting business in the state to participate in guarantee associations, which pay claims of policyholders and third-party claimants against impaired or insolvent insurance companies doing

151 business in the state. In most cases, insurers licensed to write only municipal bond insurance, ﬁnancial guarantee insurance and other forms of surety insurance are exempt from assessment by these funds and their policyholders are prohibited from making claims on these funds.

Management At 31 December 2004, the executive officers and their present ages and positions within MBIA Corp. are set forth below:

Name Age Position Joseph W. Brown 55 Executive Chairman Gary C. Dunton 49 Chief Executive Officer Neil G. Budnick 50 President Ram D. Wertheim 50 General Counsel and Secretary Nicholas Ferreri 44 Chief Financial Officer

Recent Developments (1) For the quarter ended 31 March 2005, MBIA Corp. had net income of US$191.1 million as compared to US$230.2 million for the quarter ended 31 March 2004. At 31 March 2005, MBIA Corp.’s investor’s equity was US$6.7 billion. MBIA Corp. guaranteed US$28.3 billion of net par value in the first quarter of 2005, an increase of 56 per cent. over the US$18.2 billion of net par insured in the first quarter of 2004. During the first quarter of 2005, MBIA Corp. insured US$15.0 billion of net par value of domestic municipal bonds, a 97.4 per cent. increase from US$7.6 billion insured in the first quarter of 2004. In the domestic structured finance market, which includes mortgage-backed and asset-backed transactions, MBIA Corp. insured US$8.8 billion of net par value in the first quarter of 2005, an increase of 4.8 per cent. from the US$8.4 billion insured in 2004. In addition, MBIA Corp. insured US$4.5 billion of net securities internationally during the first quarter of 2005 compared with US$2.2 billion insured in the first quarter of 2004. Gross premiums written in the first quarter of 2005 increased to US$291.1 million from US$214.7 million in the first quarter of 2004. Net premiums earned during the first quarter of 2005 were US$211.7 million, up from US$208.4 million in 2004. Net investment income, excluding net realised capital gains, increased from US$111.3 million in the first quarter of 2004 to US$112.2 million in the first quarter of 2005. Revenues of MBIA Corp. for the quarter ended 31 March 2005 decreased to US$333.3 million compared with US$373.6 million for the quarter ended 31 March 2004. Total expenses for the quarter ended 31 March 2005 were US$73.9 million compared to US$64.6 million for the quarter ended 31 March 2004. Computed on a statutory basis, as of 31 March 2005, MBIA Corp.’s unearned premium reserve was US$3.4 billion, and its capital base, consisting of capital and surplus and contingency reserve, was US$6.3 billion. Total claims-paying resources at 31 March 2005 and 31 December 2004 were US$12.9 billion, respectively.

Note: 1 The source of the ﬁnancial information appearing in the section entitled ‘‘Recent Developments’’ is MBIA Corp.’s books and records.

152 FORM OF SECOND MBIA FINANCIAL GUARANTEE

Financial Guarantee Number: UK05001 Guaranteed Obligations: The payment obligations of the Issuer in respect of each amount of Principal and Interest owing by the Issuer and outstanding under the Notes, as further deﬁned below. Guarantor: MBIA UK Insurance Limited (MBIA) a private limited company incorporated under the laws of England and Wales with registered number 04401508 whose registered office is at 1 Great St. Helen’s, 2nd Floor, London EC3A 6HX. Beneﬁciary: The Note Trustee Date of Issue: 1 August 2005

1. DEFINITIONS, INTERPRETATION AND CONSTRUCTION 1.1 Deﬁnitions For the purposes of this Financial Guarantee, the following terms will have the meanings given to them below: Accelerated Payment means, following an Acceleration, any payment in full or in part by MBIA of the Guaranteed Obligations in advance of the relevant Scheduled Payment Date. Acceleration means, in respect of any person, in relation to the Notes the declaration by written notice from the Note Trustee to the Issuer that the Notes are immediately due and payable pursuant to Condition 9, and Accelerated will be construed accordingly. Affiliate means any person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the ﬁrst person, where ‘‘control’’ means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting stock, by contract or otherwise. Business Day means any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in London, or (iii) a day on which banking institutions in London are authorised or obliged by law or executive order to be closed. Conditions means the terms and conditions of the Notes, as set out in the Trust Deed. Due for Payment means due for payment on a Scheduled Payment Date. For the avoidance of doubt Due for Payment does not include any date which may arise earlier than a Scheduled Payment Date by reason of prepayment, Acceleration, mandatory or optional redemption or otherwise unless MBIA has given its prior written consent to such earlier date. Financial Guarantee Fee has the meaning given to it in the Guarantee and Reimbursement Agreement. Guarantee and Reimbursement Agreement means the agreement between, inter alia, the Issuer and MBIA pursuant to which, inter alia, MBIA has agreed to issue the Financial Guarantee and the Issuer has agreed, inter alia, to indemnify and reimburse MBIA for, and to MBIA being subrogated to the rights of the Holders in respect of, any payments made by MBIA under the Financial Guarantee. Guaranteed Amounts means, with respect to any Scheduled Payment Date, the sum of Interest and Principal (if any) due on the Guaranteed Obligations on such Scheduled Payment Date and, for the avoidance of doubt, includes Recovered Amounts. Guaranteed Amounts does not include and no guarantee is given by MBIA under this Financial Guarantee in respect of any deduction or withholding which the Issuer has made for or on account of Taxes in respect of the Guaranteed Obligations. Guaranteed Obligations means the payment obligations of the Issuer in respect of each amount of Principal and Interest owing by the Issuer and outstanding under the Notes but excluding any Notes which have been purchased by the Issuer or the Borrower or any of their Affiliates.

153 Holder has the meaning given to it in the Trust Deed. Insolvency Law means in respect of any Person, any applicable law in respect of the bankruptcy, insolvency, receivership, winding up, dissolution, reorganisation, administration or other arrangement for the benefit of the creditors generally of such persons. Interest means any amount in respect of regularly scheduled interest owing by the Issuer under the Notes as set out in Condition 4, excluding any amount relating to any Step-Up Amount, prepayment, acceleration, early redemption, broken funding indemnities, penalties, default interest, premium, deferral, Taxes deducted by the Issuer or similar types of payments. Issuer means Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited). MBIA Additional Amounts has the meaning given to that term in Clause 6 (Withholding and Deductions). MBIA Event of Default has the meaning given to that term in the Guarantee and Reimbursement Agreement. Non-payment means, on any Scheduled Payment Date, the failure by the Issuer to pay all or any part of the Guaranteed Amounts which are Due for Payment. Note Trustee means Deutsche Trustee Company Limited, whose principal office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB, or any additional or successor trustee appointed pursuant to the Trust Deed. Notes means the £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 and the £250,000,000 Class A8 Secured Floating Rate Notes due June 2033. Notice of Demand means the notice of demand substantially in the form set out in the Schedule to this Financial Guarantee. Order means a final, non-appealable order from a court of competent jurisdiction. Paying Agency Agreement means the Second New Notes Agency Agreement as defined in the Conditions. Person means any individual, corporation, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organisation or government or any agency or political sub-division thereof. Preference means a preference pursuant to the relevant Insolvency Law. Principal means each amount of regularly scheduled principal outstanding under the Notes, as reduced by each amount of principal repaid or prepaid by the Issuer pursuant to the Conditions, excluding any amount relating to prepayment, acceleration, early redemption, broken-funding indemnities, mandatory costs, increased costs, penalties, premium, default interest, ‘‘spens’’ or similar types of payments. Principal Financial Centre means London. Principal Paying Agent means the Second New Notes Principal Paying Agent as defined in the Conditions. Receipt means (i) actual delivery by registered mail or personally to MBIA at the address set out in the Notice of Demand (or such other address as MBIA has notified in writing to the Note Trustee by at least seven (7) Business Days’ notice) prior to 12.00 noon, London time, on a Business Day or (ii) if such actual delivery takes place either on a day that is not a Business Day or after 12.00 noon, London time, Receipt will be deemed to have occurred on the next succeeding Business Day. If any notice or certificate (including any Notice of Demand) given hereunder to MBIA is not in proper form or is not properly completed, executed or delivered, MBIA shall not be deemed to have Received it. Recovered Amounts means any Guaranteed Amount that was Due for Payment and was paid by or on behalf of the Issuer to the Note Trustee or a Holder to the extent it has been deemed a Preference by an Order and recovered from the Note Trustee or, as the case may be, the Holder by the receiver, conservator, debtor-in-possession or trustee in bankruptcy or other insolvency or similar official for the Issuer named or identified in the Order, and has not been paid or recovered from any other source.

154 Relevant Currency means Sterling, the lawful currency of the United Kingdom. Scheduled Payment Date means, with respect to Interest, an Interest Payment Date (as defined in Condition 4(b)) and, with respect to Principal, each Interest Payment Date on which Principal is payable as provided in Condition 5(b) and, with respect to Recovered Amounts, each date on which any such amounts are due and payable by the Note Trustee or as the case may be, the Holder, pursuant to an Order. Step-up Amount means the Class A8 Step-up Amount as defined in the Conditions. Taxes includes all present and future income, turnover and other taxes, levies, imposts, deductions, charges and withholdings whatsoever imposed, charged or levied by any jurisdiction or any governmental or taxing authority (including without limitation, any insurance, stamp, registration, issue or documentary taxes or duties) together with interest thereon and penalties with respect thereto (if any) and any payments of principal, interest, charges, fees or other amounts made on or in respect thereof and ‘‘Tax’’ and ‘‘Taxation’’ will be construed accordingly. Termination Date has the meaning set out in Clause 14.1. Transaction Documents has the meaning given to it in the Master Definitions and Construction Schedule (as defined in the Conditions). Trust Deed means the trust deed dated 30 June 1999 between the Issuer and the Note Trustee constituting the Notes, as supplemented by a first supplemental trust deed dated 17 February 2000, a second supplemental trust deed dated 28 November 2002, a third supplemental trust deed dated 3 February 2003 and a fourth supplemental trust deed dated 1 August 2005 and as further amended, modified or supplemented from time to time with the prior written consent of MBIA. 1.2 Interpretation In this Financial Guarantee, a reference to: 1.2.1 a statutory provision includes a reference to the statutory provision as modified or re- enacted or both from time to time whether before or after the date of this Financial Guarantee and any subordinate legislation made or other thing done under the statutory provision whether before or after the date of this Financial Guarantee; 1.2.2 a document is a reference to that document as modified or replaced from time to time; 1.2.3 a Person includes a reference to a government, state, state agency, corporation, body corporate, association or partnership; 1.2.4 a Person includes a reference to that Person’s legal personal representatives, successors and permitted assigns; 1.2.5 the singular includes the plural and vice versa (unless the context otherwise requires); 1.2.6 a time of day is a reference to the time in London, unless a contrary indication appears; and 1.2.7 a clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to this Financial Guarantee. 1.3 Headings Headings and sub-headings are for ease of reference only and will not affect the construction of this Financial Guarantee. 2. GUARANTEE 2.1 MBIA unconditionally and irrevocably guarantees to the Note Trustee for the benefit of the Holders of the Guaranteed Obligations: 2.1.1 an amount equal to the Guaranteed Amounts which have become Due for Payment but are unpaid by reason of Non-payment; and 2.1.2 an amount equal to the Guaranteed Amounts which are Recovered Amounts. 2.2 This Financial Guarantee does not guarantee any prepayment or other acceleration payment which at any time may become due in respect of any Guaranteed Obligation, other than at the sole option of MBIA as specified in Clause 7 (Acceleration), nor against any risk other than Non-payment, including failure of the Note Trustee or any Paying Agent to make any payment due to Holders of Guaranteed Amounts nor any amount in respect of any deduction or withholding which the Issuer has made for or on account of Taxes in respect of the Guaranteed Obligations.

155 3. PAYMENTS 3.1 Following Receipt by MBIA of the Notice of Demand from the Note Trustee in accordance with Clause 8 (Notice of Demand) MBIA will make payments of the Guaranteed Amounts and Recovered Amounts specified in Clause 2.1 that have been properly claimed in such Notice of Demand to the Note Trustee from its own funds by 11:00 a.m. (London time) on the later of: 3.1.1 the day which is four (4) Business Days following Receipt of a Notice of Demand in accordance with Clause 8 (Notice of Demand); and 3.1.2 the day on which the Guaranteed Amounts are Due for Payment or, if that is not a Business Day, on the next succeeding Business Day. 3.2 Payments due under this Financial Guarantee will be satisfied by payment to the person specified in the relevant Notice of Demand in pounds Sterling by credit to a pounds Sterling account at a bank in London, England, as specified in the Notice of Demand and payment to such person will discharge the obligations of MBIA under this Financial Guarantee to the extent of such payment, whether or not funds are properly applied by such person. 3.3 Once payment of any Guaranteed Amounts or Recovered Amounts have been made to the person specified in the Notice of Demand, MBIA will have no further obligation in respect of such Guaranteed Amounts or Recovered Amounts. 3.4 Nothing in this Financial Guarantee will oblige MBIA to make payments in respect of the Guaranteed Obligations: 3.4.1 earlier than any date on which such payments are Due for Payment; or 3.4.2 which would be greater than the Principal of such part of the Guaranteed Obligations (plus accrued but unpaid interest). 4. SUBROGATION MBIA will be fully and automatically subrogated to the Holders’ and the Note Trustee’s rights in respect of the Guaranteed Obligations to the extent of any payments made by or on behalf of MBIA under this Financial Guarantee. 5. WAIVER OF DEFENCES 5.1 The obligations of MBIA under this Financial Guarantee will continue and will not be terminable other than in accordance with Clause 14 (Termination) notwithstanding failure to receive payment of the Financial Guarantee Fee or any other fee due in respect of this Financial Guarantee. The Financial Guarantee Fee is not refundable for any reason including payment, or provision being made for payment, prior to the maturity of the Guaranteed Notes. 5.2 Notwithstanding that this Financial Guarantee is a guarantee and not a contract of insurance, neither the obligations of MBIA contained in this Financial Guarantee nor the rights, powers and remedies conferred in respect of MBIA upon the Note Trustee by this Financial Guarantee or by law shall be discharged, impaired or otherwise affected by: 5.2.1 the winding-up, dissolution, administration or reorganisation of the Issuer or any other person under any applicable law or any change in the status, function, control or ownership of the Issuer or any other person; 5.2.2 any of the Guaranteed Obligations being or becoming invalid, unenforceable or ineffective in any respect; 5.2.3 any time or other indulgence being granted or agreed to be granted to the Issuer in respect of any of the Guaranteed Obligations; 5.2.4 any amendment to, or any variation, waiver or release of, the Guaranteed Obligations; 5.2.5 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Guaranteed Obligations; 5.2.6 any defence of fraud (but excluding fraud by the Note Trustee) or any defence based on misrepresentation, breach of warranty or non-disclosure of information by any person whether acquired directly, by assignment, by subrogation, or otherwise, to the extent such rights and defences may be available to MBIA to avoid payment of its obligations under this Financial Guarantee; or

156 5.2.7 any other act, event or omission (other than the failure to deliver a Notice of Demand in accordance with Clause 8 (Notice of Demand) which, but for this Clause 5.2, might operate to discharge, impair or otherwise affect any of the obligations of MBIA contained in this Deed or any of the rights, powers or remedies conferred upon the Note Trustee and the holders by the Conditions, the Trust Deed, the Financial Guarantee or by law. 5.3 No warranties are given and nothing in this Financial Guarantee is intended to constitute a warranty or a condition precedent to payment under the Financial Guarantee other than Receipt of a Notice of Demand in accordance with Clause 8 (Notice of Demand) below. 5.4 The provisions and waivers set out in Clauses 5.1 to 5.3 above will prevent MBIA from refusing payment of any properly presented claim under this Financial Guarantee but will not, and nothing in this Financial Guarantee will be construed in any way to limit or otherwise affect MBIA’s right to pursue recovery or claims (based on contractual or other rights, including such rights resulting from the Note Trustee’s or such other person’s fraud, negligence or breach of any agreement to which it is a party) for reimbursement against any Person for any liabilities, losses, damages, costs and expenses incurred by MBIA after MBIA has made payment in full on the relevant Scheduled Payment Date of the Guaranteed Obligations. 6. WITHHOLDING AND DEDUCTIONS Payments of Guaranteed Amounts and Recovered Amounts by MBIA will be made without withholding or deduction for, or on account of, any present or future Taxes, unless the withholding or deduction for, or on account of, such Taxes is required by law or regulation or administrative practice of any jurisdiction including, for the avoidance of doubt, any jurisdiction to which MBIA is subject or in or through which any payment is made by MBIA. If any such withholding or deduction is required, MBIA will pay the Guaranteed Amounts and Recovered Amounts net of such withholding or deduction and will account to the appropriate tax authority for the amount required to be withheld or deducted (the MBIA Additional Amounts). 7. ACCELERATION 7.1 At any time or from time to time following Acceleration, MBIA may decide, in its absolute discretion, to make a full or partial Accelerated Payment under this Financial Guarantee without the need for MBIA to have Received and irrespective of whether MBIA shall have Received a Notice of Demand. 7.2 Any Accelerated Payment will be communicated in writing by MBIA to the Note Trustee without the need for Receipt of a Notice of Demand, and it will be made to the account specified by the Note Trustee from time to time on not less than 10 Business Days’ notice. Any such Accelerated Payment shall be considered a payment by MBIA under this Financial Guarantee for all purposes. 7.3 All payments of a partial Accelerated Payment by MBIA under this Financial Guarantee shall be applied as follows: 7.3.1 to pay the Interest accrued but unpaid on the Principal of such part of the Accelerated Payment; and 7.3.2 to reduce each amount of Principal on a pro rata basis, with a corresponding reduction of each amount of the Interest. 8. NOTICE OF DEMAND 8.1 Payments of Guaranteed Amounts will only be made after receipt of a validly completed Notice of Demand signed by the Note Trustee. 8.2 Notices of Demand must be given by the Note Trustee and delivered by registered mail or personally to the address set out in the Notice of Demand, or such other address as MBIA may notify in writing to the Note Trustee. 8.3 If any Notice of Demand is not in the proper form or is not properly completed, executed or delivered, it will be deemed not to have been received by MBIA. 8.4 Any Notice of Demand in respect of a Recovered Amount will not be deemed properly completed unless, among other things, it is accompanied by: 8.4.1 a certified copy of the Order; 8.4.2 a certificate of the Note Trustee that the Order has been entered and is not subject to any stay and specifying the Guaranteed Amounts that are Recovered Amounts; and

157 8.4.3 an assignment duly executed by the Note Trustee, irrevocably assigning to MBIA all rights and claims of the Holder (subject to the provisions of the Trust Deed) relating to or arising out of such Recovered Amounts against the estate of the Issuer or otherwise with respect to such Preference. 8.5 MBIA will promptly advise the Note Trustee if a Notice of Demand has not been properly completed, executed or delivered and the Note Trustee may submit an amended Notice of Demand to MBIA. 9. APPOINTMENT OF FISCAL AGENT 9.1 At any time during the term of this Financial Guarantee MBIA may appoint a fiscal agent (the Fiscal Agent) by written notice to the Note Trustee at the notice address specified in the Trust Deed specifying the name and notice address of the Fiscal Agent, which Fiscal Agent shall be situated in London. From and after the date of receipt of such notice by the Note Trustee: 9.1.1 copies of all notices including the Notice of Demand and other documents required to be delivered to MBIA pursuant to this Financial Guarantee must be simultaneously delivered to the Fiscal Agent and to MBIA and will not be deemed to be received until they are received by both the Fiscal Agent and MBIA; and 9.1.2 all payments required to be made by MBIA under this Financial Guarantee will be made directly by MBIA or by the Fiscal Agent on behalf of MBIA, provided, however, that payment by MBIA to the Fiscal Agent will not discharge MBIA’s obligations in respect of the Guaranteed Amounts. The Fiscal Agent is the agent of MBIA only and the Fiscal Agent will not be liable to the Note Trustee or any Holder for any acts by MBIA or any failure by MBIA to deposit, or cause to be deposited, sufficient funds to make payments under this Financial Guarantee. 10. ASSIGNMENT AND TRANSFER The rights and obligations of MBIA under this Financial Guarantee may be assigned and/or transferred (as the case may be) to any Affiliate of MBIA without the consent of the Beneficiary or the Holders provided that: 10.1.1 at the time of transfer MBIA or such transferee delivers to the Note Trustee written confirmation from any two rating agencies that, at the time of such transfer, the financial strength of such transferee is rated at least equal to the financial strength of MBIA at that time; 10.1.2 MBIA or such transferee delivers to the Note Trustee written notice of any such transfer and such transferee assumes the obligations of MBIA under the Financial Guarantee and accedes to the relevant Transaction Documents whereupon, without further action, MBIA will be released from its obligations under this Financial Guarantee; and 10.1.3 the location of the transferee does not result in any withholding or deduction for, or on account of, Tax or does not otherwise prevent payment being made or result in any deduction being made in respect of any Guaranteed Amount. 11. REDENOMINATION The obligations of MBIA under this Financial Guarantee will not be affected by any redenomination of the Guaranteed Obligations into euro pursuant to Condition 19 of the Notes save that, following such redenomination, payments of Guaranteed Amounts hereunder shall be made in euro. 12. THIRD PARTY RIGHTS Any rights which any person (other than MBIA as issuer of this Financial Guarantee and the Note Trustee as beneficiary of this Financial Guarantee) may otherwise have to enforce any term or condition of this Financial Guarantee pursuant to the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded. 13. ENTIRE AGREEMENT This Financial Guarantee (including the Schedule hereto) constitutes the entire agreement between MBIA and the Note Trustee in relation to MBIA’s obligation to make payments to the Note Trustee in respect of Guaranteed Amounts and Recovered Amounts and supersedes and replaces any previous agreement or understanding that may have existed between MBIA and the Note Trustee in relation to such payments.

158 14. TERMINATION 14.1 This Financial Guarantee will terminate on the date falling two years and one day after the earlier of: 14.1.1 the last Scheduled Payment Date; and 14.1.2 payment in full of the Guaranteed Obligations, (such date being the Termination Date). 14.2 After the Termination Date, MBIA will cease to be liable in respect of any further demand made in respect of the Guaranteed Obligations. 15. GOVERNING LAW AND JURISDICTION 15.1 Governing Law This Financial Guarantee and all matters arising from or connected with it shall be governed by and construed in accordance with English law. 15.2 Jurisdiction 15.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Financial Guarantee (a Dispute), including a dispute regarding the existence, validity or termination of this Financial Guarantee or the consequences of its nullity. 15.2.2 The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. 16. NO AMENDMENTS This Deed may only be amended, modiﬁed or terminated in writing signed by each party to this Deed. IN WITNESS WHEREOF this Financial Guarantee has been executed and made effective as a deed by MBIA on the day and year ﬁrst set out above.

Executed as a Deed on behalf of ) MBIA UK INSURANCE LIMITED )

Director

Director/Secretary

159 Schedule Form of Notice of Demand MBIA UK Insurance Limited 1 Great St Helen’s 2nd Floor London EC3A 6HX Telephone: 00 44 20 7920 6363 Fax: 00 44 20 7588 3393 Attention: The Director The undersigned, a duly authorised officer of [●] (the Note Trustee), hereby certifies to MBIA UK Insurance Limited (MBIA), with reference to Financial Guarantee No. UK05001 (the Financial Guarantee) issued by MBIA in respect of the payment obligations of Punch Taverns Finance B Limited (the Issuer) in respect of each amount of Principal and Interest owing by the Issuer and outstanding pursuant to the Issuer’s £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 and £250,000,000 Class A8 Secured Floating Rate Notes due June 2033, that: 1. The Note Trustee is the trustee under the Trust Deed for the Holders. 2. [The Note Trustee has been notified by the Principal Paying Agent that the deficiency in respect of Guaranteed Amounts which are Due for Payment on [insert Scheduled Payment Date] will be [insert applicable amount] (the Shortfall)/Recovered Amounts recovered from the [Note Trustee/ Holder] on [insert date] amount to [insert applicable amount] (the Shortfall)]. 3. The Note Trustee is making a claim under the Financial Guarantee for the Shortfall to be applied in or towards the payment of [Guaranteed Amounts which are Due for Payment/Recovered Amounts]. No amount claimed hereunder is in excess of the amount properly payable by MBIA under this Financial Guarantee. 4. The Note Trustee agrees that, following payment of funds by or on behalf of MBIA to the Note Trustee (if applicable), it will procure that: 4.1 it holds such amounts on trust in favour of the Holders and will apply such amounts directly to the payment of Guaranteed Amounts which are Due for Payment and which have not been paid by reason of Non-payment/Recovered Amounts; 4.2 such funds are not applied for any other purpose and any funds not needed for such purpose will be immediately returned to MBIA; 4.3 such funds are not co-mingled with other funds held by the Note Trustee; and 4.4 a record of payments with respect to each Guaranteed Obligation and the corresponding claim on the Financial Guarantee and the proceeds thereof is maintained by the Principal Paying Agent in accordance with the terms of the Paying Agency Agreement. 5. Payment will be made in the Relevant Currency by credit to the designated Relevant Currency account of the [insert payee]at[insert account details] with [insert bank details] in the Principal Financial Centre. The Note Trustee acknowledges that the Financial Guarantee and the Trust Deed provide that, effective upon payment by or on behalf of MBIA of the amount claimed hereunder, MBIA shall be fully and automatically subrogated to the Holders’ and the Note Trustee’s rights to payment of the Guaranteed Obligations, to the fullest extent permitted by applicable law to the extent of such payment. [Pursuant to Clause 8.4 of the Financial Guarantee, the following documents are attached: 5.1 certified copy of the Order; 5.2 the Note Trustee’s Certificate that the Order has been entered and is not subject to any stay; and 5.3 a duly executed assignment irrevocably assigning to MBIA all rights and claims of the Holder (subject to the provisions of the Trust Deed) relating to the Recovered Amounts.] Unless the context otherwise requires, capitalised terms used in this Notice of Demand and not defined herein will have the meanings set out in the Second MBIA Financial Guarantee.

160 This Notice of Demand will be revoked in whole or in part (as appropriate) by written notice by the Note Trustee to MBIA at any time prior to 10:00 a.m. (London time) on the second Business Day prior to the date speciﬁed above on which [Guaranteed Amounts are Due for Payment/Recovered Amounts are due for payment] if and only to the extent that moneys are actually received in respect of all or part of the Guaranteed Obligations prior to such time from a source other than MBIA. This Notice of Demand will be governed by and construed in accordance with English law. IN WITNESS WHEREOF the Note Trustee has executed and delivered this Notice of Demand on the [insert date] day of [insert date]. [insert name of Note Trustee]

By:

Title:

161 TERMS AND CONDITIONS OF THE NOTES The following are the terms and conditions (the Conditions and any reference to a Condition shall be construed accordingly) of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8 Notes, the Class B1 Notes, the Class B2 Notes and the Class C1 Notes which will apply from the Fourth Closing Date, in the form (subject to amendment) in which they will be set out in the Trust Deed. Pursuant to a trust deed (the Original Trust Deed and, together with the First Supplemental Trust Deed, the Second Supplemental Trust Deed, the Third Supplemental Trust Deed and the Fourth Supplemental Trust Deed (each as defined below), the Trust Deed, which expression includes such trust deed as from time to time modified in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time modified) dated 30 June 1999 (the First Closing Date) made between Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited) (the Issuer), Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) (the Parent Guarantor) and Deutsche Bank International Trust Co. (Jersey) Limited (the Note Trustee, which expression shall include its successors or any further or other trustee appointed pursuant to the Trust Deed (and in this respect, Deutsche Trustee Company Limited is the sole appointed trustee as at the Fourth Closing Date) as trustee for the holders for the time being of the Notes (as defined below), the £80,000,000 Class A1 Secured Floating Rate Notes due 2009 (the Original Class A1 Notes), the £20,000,000 Class A2 Secured Floating Rate Notes due 2011 (the Original Class A2 Notes), the £150,000,000 7.369 per cent. Class A3 Secured Notes due 2022 (the Original Class A3 Notes and, together with the Original Class A1 Notes and the Original Class A2 Notes, the Original Class A Notes) and the £55,000,000 8.44 per cent. Class B Secured Notes (the Original Class B1 Notes and, together with the Original Class A Notes, the Original Notes) of the Issuer were constituted. Pursuant to a supplemental trust deed (the First Supplemental Trust Deed) dated 17 February 2000 (the Second Closing Date) between the Issuer, the Parent Guarantor and the Note Trustee, the £29,000,000 Class A1 Secured Floating Rate Notes due 2009 (the First Further Class A1 Notes and, together with the Original Class A1 Notes, the Class A1 Notes), the £6,500,000 Class A2 Secured Floating Rate Notes due 2011 (the First Further Class A2 Notes and, together with the Original Class A2 Notes, the Class A2 Notes), the £51,000,000 7.369 per cent. Class A3 Secured Notes due 2022 (the First Further Class A3 Notes and, together with the Original Class A3 Notes, the Class A3 Notes and, the First Further Class A3 Notes together with the First Further Class A1 Notes and the First Further Class A2 Notes, the First Further Class A Notes) and the £22,500,000 8.44 per cent. Class B Secured Notes due 2025 (the First Further Class B1 Notes and, the First Further Class B1 Notes together with the Original Class B1 Notes, the Class B1 Notes and, the First Further Class B1 Notes together with the First Further Class A Notes, the First Further Notes) of the Issuer were constituted. Pursuant to a second supplemental trust deed (the Second Supplemental Trust Deed) dated 28 November 2002 (the Third Closing Date) between the Issuer, the Parent Guarantor, the Note Trustee and MBIA Assurance S.A., £70,000,000 Class A4 Secured Floating Rate Notes due June 2009 (the Class A4 Notes), £120,000,000 Class A5 Secured Floating Rate Notes due September 2016 (the Class A5 Notes), £220,000,000 5.943 per cent. Class A6 Secured Notes due December 2024 (the Class A6 Notes and, together with the Class A4 Notes and the Class A5 Notes, the First New Class A Notes) and £125,000,000 6.962 per cent. Class B2 Secured Notes due June 2028 (the Class B2 Notes and, together with the First New Class A Notes, the First New Notes) of the Issuer were constituted. Pursuant to a third supplemental trust deed (theThird Supplemental Trust Deed) dated 3 February 2003 between the Issuer, the Parent Guarantor, the Note Trustee and MBIA Assurance S.A. certain amendments were made to the Trust Deed. Pursuant to a fourth supplemental trust deed (the Fourth Supplemental Trust Deed) dated the Fourth Closing Date between the Issuer, the Parent Guarantor, the Note Trustee and MBIA UK Insurance Limited (MBIA), £250,000,0004.767 per cent. Class A7 Secured Notes due June 2033 (the Class A7 Notes), £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 (the Class A8 Notes) and £125,000,000 Class C1 Secured Floating Rate Notes due June 2035 (the Class C1 Notes and, together with the Class A7 Notes and the Class A8 Notes, the Second New Notes) of the Issuer will be constituted. On the first Interest Payment Date (as defined below) following the Fourth Closing Date, the Issuer intends to redeem all Class A1 Notes, Class A2 Notes, Class A4 Notes and Class A5 Notes (the Existing Floating Rate Notes). These Conditions do not therefore refer to the Existing Floating Rate Notes. The Class A3 Notes and the Class A6 Notes are together the Existing Class A Notes and together with the

162 Class B Notes are the Existing Fixed Rate Notes. The Existing Class A Notes and the Second New Class A Notes are together the Class A Notes. The Class A Notes, the Class B Notes and the Class C Notes are together the Notes. The expressions Class A3 Notes, Class A6 Notes, Class A7 Notes, Class A8 Notes, Class B1 Notes, Class B2 Notes, Class C1 Notes and Notes shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 16(a) and forming a single class with the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8 Notes, the Class B1 Notes, the Class B2 Notes and/or the Class C1 Notes, as applicable. Any reference below to a class of Notes or of Noteholders shall be a reference to the Class A Notes, the Class B Notes or the Class C Notes or to a particular sub-class thereof, as the case may be, or to the respective holders thereof. MBIA will on the Fourth Closing Date issue a financial guarantee (the Second MBIA Financial Guarantee) in respect of the Class A7 Notes and the Class A8 Notes pursuant to and in accordance with the terms of a Second Guarantee and Reimbursement Agreement (the Second Guarantee and Reimbursement Agreement) dated the Fourth Closing Date and made between, inter alios, the Issuer, the Parent Guarantor, the Borrower, the Obligors, the Note Trustee and MBIA. Payments of principal of, and interest on, the Notes are irrevocably and unconditionally guaranteed by the Parent Guarantor pursuant to a guarantee (the Parent Guarantee) contained in the Trust Deed and the Parent Guarantor has also granted security in favour of the PG Security Trustee in support thereof pursuant to a deed of charge made on 5 July 1999 between the Parent Guarantor, the PG Security Trustee and the Note Trustee (the Original Parent Guarantor Deed of Charge), as supplemented by a supplemental deed of charge dated 17 February 2000 between the same parties (the First Supplemental Parent Guarantor Deed of Charge), by a further supplemental deed of charge dated 28 November 2002 between the same parties and MBIA Assurance S.A. (the Second Supplemental Parent Guarantor Deed of Charge) and by a further supplemental deed of charge dated the Fourth Closing Date between the same parties and MBIA (the Third Supplemental Parent Guarantor Deed of Charge and, together with the Original Parent Guarantor Deed of Charge, the First Supplemental Parent Guarantor Deed of Charge and the Second Supplemental Parent Guarantor Deed of Charge, the Parent Guarantor Deed of Charge). Security for the Notes is created pursuant to, and on the terms set out in, a deed of charge dated 30 June 1999 and made between, inter alios, the Issuer, the Note Trustee and Deutsche Trustee Company Limited (formerly known as Bankers Trustee Company Limited) (the Issuer Security Trustee, which expression includes its successors or any further or other security trustee under the Issuer Deed of Charge) (the Original Issuer Deed of Charge), as supplemented by a supplemental deed of charge dated 5 July 1999 (the First Supplemental Issuer Deed of Charge), a second supplemental deed of charge dated 23 December 1999 (the Second Supplemental Issuer Deed of Charge), a third supplemental deed of charge dated 17 February 2000 (the Third Supplemental Issuer Deed of Charge), a fourth supplemental deed of charge dated 21 November 2002 (the Fourth Supplemental Issuer Deed of Charge), a fifth supplemental deed of charge dated 28 November 2002 (the Fifth Supplemental Issuer Deed of Charge), a sixth supplemental deed of charge dated 17 June 2005 (the Sixth Supplemental Issuer Deed of Charge), a seventh supplemental deed of charge dated 9 May 2005 (the Seventh Supplemental Issuer Deed of Charge) and an eighth supplemental deed of charge to be dated the Fourth Closing Date (the Eighth Supplemental Issuer Deed of Charge and, together with the Original Issuer Deed of Charge, the First Supplemental Issuer Deed of Charge, the Second Supplemental Issuer Deed of Charge, the Third Supplemental Issuer Deed of Charge, the Fourth Supplemental Issuer Deed of Charge, the Fifth Supplemental Issuer Deed of Charge, the Sixth Supplemental Issuer Deed of Charge and the Seventh Supplemental Issuer Deed of Charge, the Issuer Deed of Charge, which expression includes such deed of charge as from time to time modified in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified). By an agency agreement dated the First Closing Date and made between the Issuer, the Note Trustee, Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company, New York) as the Registrar (whose address is 280 Park Avenue, 6 East, NYC 03-0604, New York, NY 10017, USA), the Existing Principal Paying Agent and Deutsche Bank Luxembourg S.A. (formerly known as Bankers Trust Luxembourg S.A.) (the Luxembourg Paying Agent and, together with the Existing Principal Paying Agent, the First New Principal Paying Agent, the Second New Principal Paying Agent, the Irish Paying Agent and such additional paying agents, if any appointed from time to time in respect of the Notes, the

163 Paying Agents) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company, London) as agent bank (the Existing Notes Agent Bank and, together with the Paying Agents, the Existing Agents) (the Original Agency Agreement), as supplemented by a supplemental agency agreement dated the Second Closing Date between the same parties (the First Supplemental Agency Agreement and, together with the Original Agency Agreement, the Existing Notes Agency Agreement which expression includes such agency agreement as from time to time modified in accordance with the provisions therein contained and any agreement or other document expressed to be supplemental thereto, as from time to time so modified) provision is made for, inter alia, the payment of principal and interest in respect of the Existing Notes of each class. By an agency agreement dated the Third Closing Date and made between the Issuer, the Note Trustee, Deutsche Bank AG London (the First New Notes Principal Paying Agent and the First New Notes Agent Bank) and the Luxembourg Paying Agent (the First New Notes Agency Agreement, which expression includes such agency agreement as from time to time modified in accordance with the provisions therein contained and any agreement or other document expressed to be supplemental thereto, as from time to time so modified) provision is made for, inter alia, the payment of principal and interest in respect of the First New Notes of each class. By an agency agreement dated the Fourth Closing Date and made between the Issuer, the Note Trustee, Deutsche Bank AG London (the Second New Notes Principal Paying Agent and the Second New Notes Agent Bank and, together with the Existing Agent Bank and the First New Notes Agent Bank, the Agent Banks) and the Irish Paying Agent (the Second New Notes Agency Agreement, which expression includes such agency agreement as from time to time modified in accordance with the provisions therein contained and any agreement or other document expressed to be supplemental thereto, as from time to time so modified) provision is made for, inter alia, the payment of principal and interest in respect of the Second New Notes of each class. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Second MBIA Financial Guarantee, the Trust Deed, the Existing Notes Agency Agreement, the First New Notes Agency Agreement, the Second New Notes Agency Agreement, the Issuer Deed of Charge and the Parent Guarantor Deed of Charge. Copies of the Original Trust Deed, the First Supplemental Trust Deed, the Second Supplemental Trust Deed, the Third Supplemental Trust Deed, the Fourth Supplemental Trust Deed, the Original Agency Agreement, the First Supplemental Agency Agreement, the First New Notes Agency Agreement, the Second New Notes Agency Agreement, the Original Parent Guarantor Deed of Charge, the First Supplemental Parent Guarantor Deed of Charge, the Second Supplemental Parent Guarantor Deed of Charge, the Third Supplemental Parent Guarantor Deed of Charge, the amended and restated master definitions and construction schedule dated the Fourth Closing Date (the Master Definitions and Construction Schedule), the Second MBIA Financial Guarantee are available for inspection during normal business hours at the offices of the Irish Paying Agent (for so long as any of the Notes are listed on the Irish Stock Exchange), being at the date hereof at 5 Harbourmaster Place, IFSC, Dublin 1, Ireland and the Luxembourg Paying Agent (for so long as any of the Notes are listed on the Luxembourg Stock Exchange), being at the date hereof at Boulevard Konrad Adenauer, LO1115, Luxembourg. 1. Form, Denomination and Title The principal amount outstanding in respect of each class of the Original Notes initially offered and sold outside the United States to non-U.S. persons pursuant to Regulation S under the U.S. Securities Act 1933 (the Securities Act) (the Original Reg S Notes) was represented by a global note in bearer form (together with the certificated depositary interest (CDI) issued with respect thereto, an Original Reg S Global Note). The principal amount outstanding in respect of each class of the First Further Notes (together with the Original Reg S Notes, the Existing Reg S Notes) initially offered and sold was represented by a temporary global note (together with the CDI issued with respect thereto, a Further Temporary Reg S Global Note) in bearer form, which, together with the Original Reg S Global Note of the same class, was exchangeable not earlier than the first Interest Payment Date, being 30 March 2000 (the Further Notes Exchange Date), for a new permanent global note (together with the CDI issued with respect thereto, a Further Reg S Global Note and, together with the Original Reg S Global Note, the Existing Reg S Global Notes), also in bearer form. Each such CDI issued with respect to the Existing Reg S Global Notes is without coupons attached and represents the aggregate principal amount of the outstanding Existing Reg S Notes of the relevant class. The principal amount outstanding in respect of each class of the Original Notes initially offered and sold within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities

164 Act), in reliance on Rule 144A under the Securities Act (the Original Rule 144A Notes), was represented by a global note in bearer form (together with the CDI issued with respect thereto, an Original Rule 144A Global Note), which in each case is without coupons attached and represents the aggregate principal amount of the outstanding Original Notes of the relevant class. On the Further Notes Exchange Date, each Original Rule 144A Global Note was exchanged for a new global note in bearer form (the New Rule 144A Global Notes) which in each case is without coupons attached and which represents the aggregate principal amount outstanding of the Original Notes and the First Further Notes. The principal amount outstanding in respect of each class of First New Notes initially offered and sold was represented by a temporary global note for each relevant class (each a First New Temporary Reg S Global Note) in bearer form, which was exchangeable on a date not earlier than the first Interest Payment Date following the expiry of the fortieth day after the later of commencement of the offering of the First New Notes and the Third Closing Date (the Restricted Period) for a new permanent global note (a First New Reg S Global Note) also in bearer form. The principal amount outstanding in respect of each class of Second New Notes initially offered and sold will be represented by a temporary global note for each relevant class (each a Second New Temporary Reg S Global Note) in bearer form, which will be exchangeable on a date (the Second New Notes Exchange Date) not earlier than the fortieth day after the later of commencement of the offering of the Second New Notes and the Fourth Closing Date for a new permanent global note (a Second New Reg S Global Notes), also in bearer form. The term Reg S Global Notes, from the Fourth Closing Date until the Second New Notes Exchange Date, shall mean the Existing Reg S Global Notes, the First New Reg S Global Notes and the Second New Temporary Reg S Global Notes, and, after such date, shall mean the Existing Reg S Global Notes, the First New Reg S Global Notes and the Second New Reg S Global Notes. The term Global Notes shall mean the Reg S Global Notes and the New Rule 144A Global Notes. If Notes in definitive form are issued pursuant to Condition 13, definitive notes in an aggregate principal amount equal to the Principal Amount Outstanding (as defined in Condition 5) of each class of the relevant Reg S Global Note (the Reg S Definitive Notes) and New Rule 144A Global Note (the Rule 144A Definitive Notes and, together with the Reg S Definitive Notes, the Definitive Notes) will be issued (in respect of the Existing Reg S Global Notes and the New Rule 144A Global Notes) in registered form (Definitive Registered Notes) and (in the case of the First New Reg S Global Notes and the Second New Reg S Global Notes) in bearer form (Definitive Bearer Notes) and in each case serially numbered. Title to the Global Notes and Definitive Bearer Notes shall pass by delivery. Title to the Definitive Registered Notes will pass by transfer and registration as described below. A Reg S Definitive Note in relation to the Existing Fixed Rate Notes (the Reg S Existing Fixed Rate Definitive Notes) will have an original principal amount of £1,000 and a Rule 144A Definitive Note will have an original principal amount of £50,000 or, in each case, any integral multiple thereof and will be serially numbered. Such Definitive Notes may be transferred in whole or in part (provided that any partial transfer relates to a Definitive Note in the principal amount of £1,000 in the case of Reg S Existing Fixed Rate Definitive Notes and £50,000 in the case of Rule 144A Definitive Notes or any integral multiple thereof) and (in the case of Definitive Registered Notes) upon the surrender of the relevant Definitive Note, with the form of transfer endorsed on it duly completed and executed, at the Luxembourg office (if the relevant Notes are then listed on the Luxembourg Stock Exchange) or Ireland office (if the relevant Notes are then listed on the Irish Stock Exchange) of the Registrar. A Reg S Definitive Note in relation to the Second New Notes (Reg S Second New Definitive Notes) will have an original principal amount of £50,000 or any integral multiple thereof or as described below an amount in excess of £50,000 but less than £100,000 (in increments of £1,000) and will be serially numbered. Such Definitive Notes may be transferred in whole or in part (provided that any partial transfer relates to a Definitive Note in the principal amount of £50,000 or any integral multiple thereof). Where at the time the Reg S Second New Definitive Notes are to be issued, a Noteholder holds Second New Notes which at issue would have had (if they were issued in definitive form) an original principal amount in excess of £50,000 but less than £100,000 (the amount by which such principal amount exceeds £50,000 being the Excess Amount), each Noteholder will be entitled to receive a Reg S Second New Definitive Note each in a denomination of £50,000 (indorsed to reflect the aggregate of all amounts of Note Principal Payments that have been paid before the issue of the Reg S Second New Definitive Note) with the exception of such Noteholder, who will be entitled to receive one Reg S Second New Definitive

165 Note which shall have a denomination of £50,000 plus the Excess Amount (indorsed to reflect the aggregate of all amounts of Note Principal Payments that have been paid before the issue of the Reg S Second New Definitive Note). If Definitive Notes are issued the Note Trustee will make such amendments to these terms and conditions as are necessary to give effect thereto. In the case of a transfer of part only of a Definitive Registered Note, a new Definitive Registered Note in respect of the balance not transferred will be issued to the transferor. All transfers of Definitive Registered Notes are subject to any restrictions on transfer set forth on such Definitive Registered Notes and the detailed regulations concerning transfers scheduled to the Existing Notes Agency Agreement, the First New Notes Agency Agreement and the Second New Notes Agency Agreement. The Issuer will appoint a Transfer Agent with a specified office in Luxembourg (if the relevant Notes are then listed on the Luxembourg Stock Exchange) or Ireland (if the relevant Notes are then listed on the Irish Stock Exchange) if Definitive Registered Notes are issued. The holder of any Note may (to the fullest extent permitted by applicable law) be deemed and treated at all times, by all persons and for all purposes (including the making of any payments), as the absolute owner of such Note, regardless of any notice of ownership, theft or loss, of any trust or other interest therein or of any writing thereon (other than, in the case of Definitive Registered Notes, a duly executed transfer thereof in the form endorsed thereon). In these Conditions, Noteholder and holder mean the bearer of any Global Notes or Definitive Bearer Notes or the person in whose name a Definitive Registered Note is registered, as the case may be. The Issuer will cause to be kept at the specified office of the Registrar a register (the Register) on which shall be entered the names and addresses of the holders of Definitive Registered Notes and the particulars of the Definitive Registered Notes held by them and all of the transfers and redemptions of Definitive Registered Notes. No transfer of a Definitive Registered Note will be valid unless and until entered on the Register. Transfers and exchanges of beneficial interests in the Rule 144A Global Notes of the same class will be effected subject to and in accordance with the detailed provisions of the Depositary Agreement. All transfers of Definitive Registered Notes and entries on the Register in the case of any Definitive Registered Notes will be made subject to any restrictions on transfers set forth on such Definitive Registered Notes and the detailed regulations concerning transfers scheduled to the Existing Notes Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Registrar and the Note Trustee. A copy of the current regulations will be sent by the Registrar to any holder of a Definitive Registered Note who so requests. A Definitive Registered Note may be transferred in whole or in part upon the surrender of the relevant Definitive Registered Note, together with the form of transfer endorsed on it duly completed and executed, at the Luxembourg office of the Registrar (for so long as any of the Notes are listed on the Luxembourg Stock Exchange) and the Ireland office of the Registrar (for so long as any of the Notes are listed on the Irish Stock Exchange). In the case of a transfer of part only of a Definitive Registered Note, a new Definitive Registered Note in respect of the balance remaining will be issued to the transferor. Each new Definitive Note to be issued upon transfer of Definitive Registered Notes will, within five Business Days of receipt of such request for transfer, be available for delivery at the specified office of the Registrar stipulated in the request for transfer, or be mailed at the risk of the holder entitled to the Definitive Registered Note to such address as may be specified in such request. Registration of Definitive Registered Notes on transfer will be effected without charge by or on behalf of the Issuer or the Registrar, but upon payment of (or the giving of such indemnity as the Registrar may require in respect of) any tax or other governmental charges which may be imposed in relation to it. No holder of a Definitive Registered Note may require the transfer of such Definitive Registered Note to be registered during the period of 15 days ending on the due date for any payment of principal or interest on such Note.

(b) Redenomination Following redenomination of the Notes pursuant to Condition 19: (a) if Notes are required to be issued in deﬁnitive form, they shall be issued at the expense of the Issuer in denominations of euro 50,000, euro 100,000 and such other denominations as the Note Trustee shall determine and notify to the Noteholders; and

166 (b) the amount of interest due in respect of Notes represented by the Global Notes of each class will be calculated by reference to the aggregate principal amount of such Notes and the amount of such payment shall be rounded down to the nearest euro 0.01, and, for the purpose of this paragraph, ‘‘euro’’ means the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. 2. Status, Priority and Security (a) The Notes constitute direct, secured, unconditional and unsubordinated obligations of the Issuer and are secured over the assets of the Issuer pursuant to and as more fully described in the Issuer Deed of Charge (the Issuer Security and the assets of the Issuer subject to the Issuer Security being the Issuer Charged Property). Although the Class B Notes and the Class C Notes are secured by the Issuer Security, the Class A Notes (excluding any Class A8 Step-Up Amounts) and certain other obligations of the Issuer will rank in point of security in priority to the Class B Notes and the Class C Notes in the event of the Issuer Security being enforced. In particular, the Class B Notes and the Class C Notes are subordinated to, amongst other things, payment of principal of and interest on the Liquidity Facility Agreement and the Class A Notes (excluding any Class A8 Step-Up Amounts) in accordance with the provisions of Condition 17 and the provisions of the Issuer Deed of Charge. The Class B Notes will rank in point of security in priority to the Class C Notes in the event of the Issuer Security being enforced. Each of the Class A Notes rank pari passu without preference or priority amongst themselves (excluding any Class A8 Step-Up Amounts). Each of the Class B Notes rank pari passu without preference or priority amongst themselves. The Class C Notes rank pari passu without preference or priority among themselves (excluding any Class C1 Step-Up Amounts). The rights of the holders of the Class A Notes, the Class B Notes and the Class C Notes in respect of payment of interest and principal are set out in Conditions 4, 5 and 17. The Class A7 Notes and the Class A8 Notes have the benefit of the Second MBIA Financial Guarantee (which has been issued pursuant to the Second Guarantee and Reimbursement Agreement) under which MBIA has unconditionally and irrevocably agreed to pay to the Class A7 Noteholders and the Class A8 Noteholders, subject to the next paragraph and subject to the terms of the Second MBIA Financial Guarantee, all sums due and payable but unpaid by the Issuer in respect of certain payments of Scheduled Interest on and Scheduled Principal (each as defined in the Second MBIA Financial Guarantee) of the Class A7 Notes and the Class A8 Notes, all as more particularly described in the Second MBIA Financial Guarantee. The Second MBIA Financial Guarantee provided by MBIA in respect of the Class A7 Notes and the Class A8 Notes constitutes a direct, unsecured obligation of MBIA which will rank at least pari passu with all other unsecured obligations of MBIA. (b) (i) The Trust Deed contains provisions requiring the Note Trustee to have regard to the interests of the holders of the Class A Notes, the Class B Notes and the Class C Notes as regards all powers, trusts, authorities, duties and discretions of the Note Trustee (except where expressly provided otherwise), but requiring the Note Trustee, in any such case, to have regard only to (for as long as there are any Class A Notes outstanding) the interests of the Class A Noteholders if, in the Note Trustee’s opinion, there is a conflict between the interests of the Class A Noteholders and the interests of the Class B Noteholders and/or the Class C Noteholders and then to have regard only to (for so long as there are any Class B Notes outstanding) the interests of the Class B Noteholders if, in the Note Trustee’s opinion, there is a conflict between the interests of the Class B Noteholders and the Class C Noteholders and then to have regard only (for so long as there are any Class C Notes outstanding) the interests of the Class C Noteholders. (ii) The Issuer Deed of Charge contains provisions requiring the Issuer Security Trustee to have regard to the interests of the secured creditors of the Issuer pursuant to the Issuer Deed of Charge (together the Issuer Secured Creditors) as regards all powers, trusts, authorities, duties and discretions of the Issuer Security Trustee (except where expressly provided otherwise), but requiring the Issuer Security Trustee in any such case to have regard only (except where specifically provided otherwise) to:

167 (A) (for so long as there are any Class A Notes outstanding) the interests of the Class A Noteholders if, in the Issuer Security Trustee’s opinion, there is a conflict between the interests of: (x) the Class A Noteholders; and (y) any other Issuer Secured Creditors (or any combination of them); (B) (for so long as there are any Class B Notes outstanding) the interests of the Class B Noteholders if, in the Issuer Security Trustee’s opinion, there is a conflict between the interests of: (x) the Class B Noteholders; and (y) the other Issuer Secured Creditors (or any combination of them) (other than the Class A Noteholders and subject as provided in sub-paragraph (A) above); and (C) for so long as there are any Class C Notes outstanding) the interests of the Class C Noteholders if, in the Issuer Security Trustee’s opinion, there is a conflict of interests of: (x) the Class C Noteholders; and (y) the other Issuer Secured Creditors (or any combination of them) (other than the Class A Noteholders and/or the Class B Noteholders and subject as provided in sub-paragraphs (A) and (B) above); (D) thereafter, to the person appearing highest in the order of priority of payments to whom any amounts are owed under the Issuer Deed of Charge. (c) All classes of Notes are subject to the provisions of the Transaction Documents. (d) Notwithstanding anything to the contrary contained in these Conditions, provided no MBIA Event of Default has occurred and is continuing, and except in respect of Noteholder Reserved Matters, MBIA shall have the right to request or direct the Note Trustee in accordance with Condition 9, and/ or to request or direct the Note Trustee or the Issuer Security Trustee in accordance with Condition 10, as if it were the holder of all of the aggregate Principal Amount Outstanding of such Class A7 Notes and Class A8 Notes. (e) Each of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the other Issuer Secured Creditors will share in the benefit of the security created by the Issuer Deed of Charge upon and subject to the terms thereof. (f) The Guarantee constitutes a direct, secured, unconditional and unsubordinated obligation of the Parent Guarantor in favour of the Note Trustee on behalf of the Noteholders and the Parent Guarantor Secured Creditors and is secured over the assets of the Parent Guarantor pursuant to and as more fully described in the Parent Guarantor Deed of Charge (the Parent Guarantor Security, and the assets of the Parent Guarantor subject to the Parent Guarantor Security being the Parent Guarantor Charged Property, and the Issuer Charged Property and the Parent Guarantor Charged Property together, the Charged Property). (g) In exercising its rights, powers, trusts, authorities, duties and discretions in accordance with this Condition, the Issuer Security Trustee and/or the Note Trustee (as the case may be) shall disregard any Step-Up Amounts for the purposes of determining whether there are any Notes of a particular class outstanding and, in respect of the interests of the Class A7 Noteholders and the Class A8 Noteholders, shall disregard the existence of the Second MBIA Financial Guarantee. 3. Covenants Save with the prior written consent of the Note Trustee and MBIA (provided no MBIA Termination Event and no MBIA Event of Default has occurred and is continuing) or as provided in or envisaged by any of the Transaction Documents and the Conditions, the Issuer and the Parent Guarantor shall not, so long as any Note remains outstanding: (a) Negative Pledge create or permit to subsist any Encumbrance (unless arising by operation of law) or other security interest whatsoever over any of its assets or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or its undertaking, present or future, or the relevant Charged Property;

168 (b) Restrictions on activities (i) engage in any activity whatsoever which is not incidental to or necessary in connection with any of the activities which the Transaction Documents provide or envisage that the Issuer or the Parent Guarantor, as the case may be, will engage; or (ii) have any subsidiary, any subsidiary undertaking (as deﬁned in the Companies Act 1985) or any employees or premises (other than, in the case of the Parent Guarantor, the subsidiaries of the Parent Guarantor on the Fourth Closing Date);

(c) Disposal of assets transfer, sell, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or beneﬁt therein;

(d) Dividends or distributions pay any dividend or make any other distribution to its shareholders or issue any further shares, other than in accordance with the Issuer Deed of Charge or the Parent Guarantor Deed of Charge;

(e) Borrowings incur any indebtedness in respect of borrowed money whatsoever or give any guarantee in respect of indebtedness or of any obligation of any person except as contemplated by the Transaction Documents;

(f) Merger consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person;

(g) No variation or waiver permit the validity or effectiveness of any of the Transaction Documents to which it is a party, or the priority of the security interests created thereby, to be amended, terminated or discharged, or consent to any variation of, or exercise any powers of consent or waiver pursuant to the terms of, the Trust Deed, these Conditions, the Issuer Deed of Charge or any of the other Transaction Documents to which it is a party, or permit any part of any of the Transaction Documents to which it is a party, or the relevant Charged Property or any other person whose obligations form part of the relevant Charged Property, to be released from such obligations, or dispose of the relevant Charged Property, save as envisaged in the Transaction Documents to which it is a party;

(h) VAT apply to become part of any group with any other company or group of companies for the purposes of Section 43 of the Value Added Tax Act 1994, or any such act, regulation, order, statutory instrument or directive which may from time to time re-enact, replace, amend, vary, codify, consolidate or repeal the Value Added Tax Act 1994;

(i) Bank accounts have an interest in any bank account other than, in respect of the Issuer, the Issuer Transaction Account, the Issuer Cash Collateralisation Account, the Liquidity Facility Reserve Account and a prefunding account and any other account where it has an interest pursuant to the Punch Taverns B Deed of Charge, unless such account or interest therein is charged to the Issuer Security Trustee on terms acceptable to it; and

(j) Surrender of group relief offer to surrender to any company any amounts which are available for surrender by way of group relief within Chapter IV of Part X of the Income and Corporation Taxes Act 1988 except for full payment at the applicable rate of corporation tax applied to the surrendered amount.

169 In giving any consent to the foregoing, the Issuer Security Trustee may require the Issuer and the Parent Guarantor to make such modiﬁcations or additions to the provisions of any of the Transaction Documents or may impose such other conditions or requirements as the Issuer Security Trustee may reasonably deem expedient (in its absolute discretion) in the interests of the Issuer Secured Creditors, provided that such modiﬁcations or additions do not cause any downgrade in the then current rating of any class of the Notes or the then current Underlying Rating of any class of the Class A7 Notes or the Class A8 Notes by the Rating Agencies then rating the Notes. The Issuer and Parent Guarantor shall at all material times maintain the Existing Principal Paying Agent and any other Paying Agents outside the United Kingdom.

4. Interest

(a) Period of Accrual The Original Notes bear interest on their Principal Amount Outstanding (as defined in Condition 5(f)) from (and including) the First Closing Date. The First Further Notes bear interest on their Principal Amount Outstanding (as defined in Condition 5(f)) from (and including) 30 December 1999. The First New Notes bear interest on their Principal Amount Outstanding (as defined in Condition 5(f)) from (and including) the Third Closing Date. The Second New Notes bear interest on their Principal Amount Outstanding (as defined in Condition 5(f)) from (and including) the Fourth Closing Date. Each Note (or, in the case of the redemption of part only of a Note, that part only of such Note) shall cease to bear interest from its due date for redemption unless payment upon due presentation in respect of a Global Note of the relevant amount of principal or any part thereof is improperly withheld or refused. In such event, interest will continue to accrue thereon (before and after any judgment) at the rate applicable to such Note up to (but excluding) the date on which, on presentation of such in respect of a Global Note, payment in full of the relevant amount of principal is made or (if earlier) the seventh day after notice is duly given by the Paying Agent or the Registrar to the holder thereof (in accordance with Condition 15) that upon presentation thereof in respect of a Global Note, such payment will be made, provided that, upon such presentation in respect of a Global Note, payment is in fact made. Whenever it is necessary to compute an amount of interest in respect of any Note for any period (including any Interest Period (as defined below)), such interest shall be calculated: (i) in the case of the Class A8 Notes and the Class C1 Notes, on the basis of actual days elapsed and a 365 day year (or if any portion of such Interest Period falls in a leap year, the sum of: (A) the actual number of days in that portion divided by 366; and (B) the actual number of days in the remainder of such Interest Period divided by 365); and (ii) in the case of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notes and the Class B2 Notes, on the basis of months of 30 days duration and a 360 day year. (b) Interest Payment Dates and Interest Periods Subject to Condition 17 in the case of the Class B Notes and the Class C Notes, interest on the Notes is payable quarterly in arrear on 30 March, 30 June, 30 September and 30 December in each year (or, if such day is not a Business Day, the next succeeding Business Day unless such Business Day falls in the next succeeding calendar month, in which event the immediately preceding Business Day) (each an Interest Payment Date) in respect of the Interest Period (as defined below) ending immediately prior thereto (or, as applicable, immediately subsequent thereto). In respect of the Original Notes, the first such payment was due on 30 September 1999 in respect of the first Interest Period commencing on (and including) the First Closing Date and ending on (but excluding) 30 September 1999. In respect of the First Further Notes, the first such payment was due on 30 March 2000 in respect of the first Interest Period commencing on (and including) 30 December 1999 and ending on (but excluding) 30 March 2000. In respect of the First New Notes, the first such payment was due on 31 March 2003, in respect of the first Interest Period commencing on (and including) the Third Closing Date. In respect of the Second New Notes, the first such payment is due on 30 September 2005, in respect of the first Interest Period commencing on (and including) the Fourth Closing Date.

170 In these Conditions: Interest Period shall mean: (i) in the case of the Class A8 Notes and the Class C1 Notes, the period from (and including) an Interest Payment Date (or, in respect of payment of the first Interest Amount (as defined in Condition 4(f) below), the Fourth Closing Date) to (but excluding) the next following Interest Payment Date; (ii) in the case of the Original Class A3 Notes and the Original Class B1 Notes, the period from (and including) the First Closing Date to (and including) 29 September 1999 and, thereafter, the period from (and including) 30 March, 30 June, 30 September and 30 December, in each year to (and including) the following 29 June, 29 September, 29 December and 29 March respectively, in the case of the Further Class A3 Notes and the Further Class B1 Notes, the period from (and including) 30 December 1999 to (and including) 29 March 2000 and, thereafter, the period from (and including) 30 June, 30 September, 30 December and 30 March in each year to (and including) the following 29 September, 29 December, 29 March and 29 June respectively, and, in the case of the Class A6 Notes and the Class B2 Notes, the period from (and including) the Third Closing Date to (and including) 29 March 2003 and thereafter the period from 30 March, 30 June, 30 September and 30 December in each year to (and including) the following 29 June, 29 September, 29 December and 29 March respectively and, in the case of the Class A7 Notes, the period from (and including) the Fourth Closing Date to (and including) 29 September 2005 and thereafter the period from 30 March, 30 June, 30 September and 30 December in each year to (and including) the following 29 June, 29 September, 29 December and 29 March respectively. Business Day means, for the purposes of this Condition 4: (i) in relation to any day falling prior to the EMU Commencement Date (as defined below), a day on which commercial banks and foreign exchange markets settle payments in London, New York, Ireland and Luxembourg; and (ii) in relation to any day falling on or after the EMU Commencement Date, a day on which the TARGET system is operating. (c) Rate of interest on the Class A8 Notes and the Class C1 Notes The rate of interest payable from time to time in respect of the Class A8 Notes and the Class C1 Notes (each an FRN Rate of Interest) will be determined by the relevant Agent Bank on each Interest Payment Date in respect of the Interest Period commencing on that date (save in respect of the first Interest Period for the Class A8 Notes and the Class C1 Notes which will commence on the Fourth Closing Date, where the FRN Rate of Interest will be calculated on the basis of the linear interpolation of the 1 month and 2 month sterling deposits plus the Applicable Margin (each an Interest Determination Date)). The FRN Rate of Interest for each Interest Period beginning on the Interest Determination Date (other than the first Interest Period) shall be the aggregate of: (i) (A) the Applicable Margin (as defined in Condition 4(d)) up to (but excluding) the Interest Payment Date falling in June 2015; and (B) thereafter, until the Class A8 Notes or the Class C1 Notes (as the case may be) have been redeemed in full, the Applicable Margin plus the Step-Up Margin (as defined in Condition 4(d)); and (ii) (A) the quote for three month sterling deposits (or three month deposits for such other currency or currency unit as may replace sterling as the lawful currency of the United Kingdom) in the London inter-bank market which appear on Telerate Screen Page No. 3750 (the Screen Rate) (rounded to four decimal places with the mid-point rounded up) calculated on the basis of the number of days in such Interest Period and the Screen Rate or (i) such other page as may replace Telerate Screen Page No. 3750 on that service for the purpose of displaying such information or (ii) if that service ceases to display such information, such page as displays such information on such equivalent service (or, if more than one, that one which is approved by the Note Trustee and MBIA) as may replace the Telerate Monitor at or about 11:00 a.m. (London time) on such date (the Additional Screen Rate); or

171 (B) if the Screen Rate and the Additional Screen Rate are not available for three month sterling deposits (or three month deposits for such other currency or currency unit as may replace sterling as the lawful currency of the United Kingdom), the arithmetic mean (rounded to four decimal places with the mid-point rounded up) of the rates notified to the relevant Agent Bank at its request by each of the Reference Banks (as defined in Condition 4(j)) below) as the rate at which sterling deposits (or three month deposits for such other currency or currency unit as may replace sterling as the lawful currency of the United Kingdom) in an amount of £10,000,000 are offered for the same period as that Interest Period by that Reference Bank to leading banks in the London inter-bank market at or about 11:00 a.m. (London time) on that date. If on any such Interest Determination Date, two only of the Reference Banks provide such offered quotations to the relevant Agent Bank, the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those Reference Banks providing such quotations. If, on any such Interest Determination Date, only one of the Reference Banks provides the relevant Agent Bank with such an offered quotation, the relevant Agent Bank shall forthwith consult with the Note Trustee, MBIA and the Issuer for the purposes of agreeing one additional bank to provide such a quotation or quotations to the relevant Agent Bank (which bank is in the opinion of the Note Trustee and MBIA suitable for such purpose) and the rate for the Interest Period in question shall be determined, as aforesaid, on the basis of the offered quotations of such banks as so agreed. If no such bank or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a quotation or quotations, then the rate for the relevant Interest Period shall be the rate in effect for the last preceding Interest Period to which sub-paragraph (A) of the foregoing provisions of this sub-paragraph shall have applied. (iii) European Economic and Monetary Union If, as a result of the United Kingdom adopting the euro as its lawful currency pursuant to the Treaty, it becomes impossible for the relevant Agent Bank to determine the FRN Rate of Interest for any Interest Period in accordance with Condition 4(c)(ii) above, the FRN Rate of Interest for each such Interest Period shall be determined by the relevant Agent Bank on the following basis: (A) the relevant Agent Bank will determine the rate for deposits in euro for a period equal to the relevant Interest Period which appears on the display page designated 248 on the Dow Jones Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates) as of 11:00 a.m. (Brussels time) on the relevant Interest Determination Date (which for the avoidance of doubt shall be two TARGET days prior to the start of the relevant Interest Period) (the Euro Interest Determination Date); (B) if such rate does not appear on that page, the relevant Agent Bank will; (1) request the principal London office of each of four major banks in the London inter-bank market to provide a quotation of the rate at which deposits in euro are offered by it in the London inter-bank market at approximately 11:00 a.m. (London time) on the Euro Interest Determination Date to prime banks in the London inter-bank market for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time; and (2) determine the arithmetic mean (rounded, if necessary, to the nearest 0.0001 per cent., 0.00005 per cent. being rounded upwards) of such quotations; and (C) if fewer than two such quotations are provided as requested, the relevant Agent Bank will determine the arithmetic mean (rounded, if necessary, as aforesaid) of the rates quoted by major banks in any Participating Member State, selected by the relevant Agent Bank, at approximately 11:00 a.m. (Brussels time) on the first day of the relevant Interest Period for loans in euro to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for single transactions in that market at that time, and the FRN Rate of Interest for such Interest Period shall be the sum of the Applicable Margin, and the rate or (as the case may be) the arithmetic

172 mean so determined; provided, however, that if the relevant Agent Bank is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the FRN Rate of Interest during such Interest Period will be the sum of the Applicable Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period. (d) Applicable Margin, Step-Up Margin and Step-Up Amounts The Applicable Margin shall be as follows: (i) for the Class A8 Notes, 0.28 per cent. per annum; and (ii) for the Class C1 Notes, 1.10 per cent. per annum. The Step-Up Margin shall be as follows: (i) for the Class A8 Notes, 0.42 per cent. per annum (the Class A8 Step-Up Margin and that part of any interest on the Class A8 Notes referable to the Class A8 Step-Up Margin and any interest accrued thereon being the Class A8 Step-Up Amounts); and (ii) for the Class C1 Notes, 1.65 per cent. per annum (the Class C1 Step-up Margin and that part of any interest on the Class C1 Notes referable to the Class C1 Step-up Margin and any interest accrued thereon being the Class C1 Step-Up Amounts and, together with the Class A8 Step-Up Amounts, is a Step-Up Amount). (e) Rate of Interest on the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notes and the Class B2 Notes The rate of interest payable, in respect of: (i) the Class A3 Notes, shall be 7.369 per cent. per annum (the Class A3 Rate of Interest); (ii) the Class A6 Notes, shall be 5.943 per cent. per annum (the Class A6 Rate of Interest); (iii) the Class A7 Notes, shall be 4.767 per cent. per annum (the Class A7 Rate of Interest); (iv) the Class B1 Notes, shall be 8.44 per cent. per annum (the Class B1 Rate of Interest); and (v) the Class B2 Notes, shall be 6.962 per cent. per annum (the Class B2 Rate of Interest), in each case payable in respect of each Interest Period in arrear on the immediately succeeding Interest Payment Date. (f) Determination of FRN Rates of Interest and Calculation of Interest Amounts The relevant Agent Bank shall, on each Interest Determination Date, determine and notify the Issuer, the Note Trustee, MBIA, the Depositary, the relevant Principal Paying Agent and the Paying Agent of: (i) the FRN Rate of Interest applicable to the Interest Period beginning on and including such Interest Determination Date (or, in the case of the first Interest Period for the Class A8 Notes and the Class C1 Notes, beginning on and including the Fourth Closing Date) in respect of the Class A8 Notes and the Class C1 Notes; and (ii) the sterling amount (the Interest Amount) payable in respect of such Interest Period in respect of the Class A8 Notes and the Class C1 Notes. The Interest Amount in respect of the Class A8 Notes and the Class C1 Notes will be calculated by applying the FRN Rate of Interest of such Interest Period to the Principal Amount Outstanding of the Class A8 Notes and the Class C1 Notes, respectively, during such Interest Period, multiplying the product by the actual number of days in such Interest Period divided by 365 (or, if any portion of such Interest Period falls in a leap year, the sum of (i) the actual number of days in that portion divided by 366 and (ii) the actual number of days in the remainder of such Interest Period divided by 365) and rounding the resulting figure to the nearest pence (half a pence being rounded upwards); provided that, if the FRN Rate of Interest is determined by the relevant Agent Bank pursuant to the provisions of Condition 4(c)(iii) above, the Interest Amount payable in respect of each Class A8 Note and the Class C1 Note, for any Interest Period to which such FRN Rate of Interest is applicable, will instead be calculated by applying the FRN Rate of Interest to the Principal Amount Outstanding of the Class A8 Note and the Class C1 Note during such Interest Period, multiplying the product by the actual number of days in such Interest Period divided by 360 and rounding the resulting figure to the nearest penny (half a penny being rounded upwards).

173 (iii) The Interest Amount in respect of each Class A3 Note, Class A6 Note, Class A7 Note, Class B1 Note and Class B2 Note, taking into account the Amortisation Amounts to be paid in respect of the Class A3 Notes, the Class A6 Notes, Class A7 Notes, the Class B1 Notes and the Class B2 Notes, in accordance with Condition 5(b), in respect of each Interest Period, shall be as follows: Class A3 Class A6 Class A7 Class B1 Class B2 Note Note Note Note Note Interest Interest Interest Interest Interest Amount Amount Amount Amount Amount £ (per £ (per £ (per £ (per £ (per Interest Payment Date £1,000) £1,000) £1,000) £1,000) £1,000) 30 September 2005 ...... 18.4225 14.8575 7.95 21.1000 17.4050 30 December 2005...... 18.4225 14.8575 11.92 21.1000 17.4050 30 March 2006 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 June 2006...... 18.4225 14.8575 11.92 21.1000 17.4050 30 September 2006 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 December 2006...... 18.4225 14.8575 11.92 21.1000 17.4050 30 March 2007 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 June 2007...... 18.4225 14.8575 11.92 21.1000 17.4050 30 September 2007 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 December 2007...... 18.4225 14.8575 11.92 21.1000 17.4050 30 March 2008 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 June 2008...... 18.4225 14.8575 11.92 21.1000 17.4050 30 September 2008 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 December 2008...... 18.4225 14.8575 11.92 21.1000 17.4050 30 March 2009 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 June 2009...... 18.4225 14.8575 11.92 21.1000 17.4050 30 September 2009 ...... 18.4225 14.8575 11.92 21.1000 17.4050 30 December 2009...... 18.4225 14.8575 11.92 21.1000 17.4050 30 March 2010 ...... 18.4225 14.8575 11.53 21.1000 17.4050 30 June 2010...... 18.4225 14.8575 11.12 21.1000 17.4050 30 September 2010 ...... 18.4225 14.8575 10.71 21.1000 17.4050 30 December 2010...... 18.4225 14.8575 10.29 21.1000 17.4050 30 March 2011...... 18.4225 14.8575 10.00 21.1000 17.4050 30 June 2011...... 18.4225 14.8575 9.72 21.1000 17.4050 30 September 2011 ...... 18.0664 14.8575 9.60 21.1000 17.4050 30 December 2011 ...... 17.7226 14.8575 9.47 21.1000 17.4050 30 March 2012 ...... 17.3787 14.8575 9.32 21.1000 17.4050 30 June 2012...... 17.0347 14.8575 9.17 21.1000 17.4050 30 September 2012 ...... 16.6908 14.8575 9.04 21.1000 17.4050 30 December 2012...... 16.3408 14.8575 8.91 21.1000 17.4050 30 March 2013 ...... 15.9907 14.8575 8.76 21.1000 17.4050 30 June 2013...... 15.6407 14.8575 8.61 21.1000 17.4050 30 September 2013 ...... 15.2907 14.8575 8.46 21.1000 17.4050 30 December 2013...... 14.9285 14.8575 8.30 21.1000 17.4050 30 March 2014 ...... 14.5661 14.8575 8.14 21.1000 17.4050 30 June 2014...... 14.2039 14.8575 7.97 21.1000 17.4050 30 September 2014 ...... 13.8416 14.8575 7.80 21.1000 17.4050 30 December 2014...... 13.4670 14.8575 7.64 21.1000 17.4050 30 March 2015 ...... 13.0923 14.8575 7.46 21.1000 17.4050 30 June 2015...... 12.7178 14.8575 7.29 21.1000 17.4050 30 September 2015 ...... 12.3431 14.8575 7.10 21.1000 17.4050 30 December 2015...... 11.9533 14.8575 6.92 21.1000 17.4050 30 March 2016 ...... 11.5633 14.8575 6.72 21.1000 17.4050 30 June 2016...... 11.1734 14.8575 6.53 21.1000 17.4050

174 Class A3 Class A6 Class A7 Class B1 Class B2 Note Note Note Note Note Interest Interest Interest Interest Interest Amount Amount Amount Amount Amount £ (per £ (per £ (per £ (per £ (per Interest Payment Date £1,000) £1,000) £1,000) £1,000) £1,000) 30 September 2016 ...... 10.7834 14.8575 6.32 21.1000 17.4050 30 December 2016...... 10.3781 14.8575 6.12 21.1000 17.4050 30 March 2017 ...... 9.9728 14.5018 6.04 21.1000 17.4050 30 June 2017...... 9.5675 14.1348 5.97 21.1000 17.4050 30 September 2017 ...... 9.1622 13.7679 5.89 21.1000 17.4050 30 December 2017...... 8.7417 14.4009 5.82 21.1000 17.4050 30 March 2018 ...... 8.3209 13.0039 5.75 21.1000 17.4050 30 June 2018...... 7.9003 12.6387 5.69 21.1000 17.4050 30 September 2018 ...... 7.4795 12.2435 5.63 21.1000 17.4050 30 December 2018...... 7.0437 11.8483 5.56 21.1000 17.4050 30 March 2019 ...... 6.6076 11.4531 5.49 21.1000 17.4050 30 June 2019...... 6.1717 11.0409 5.41 21.1000 17.4050 30 September 2019 ...... 5.7357 10.6288 5.33 21.1000 17.4050 30 December 2019...... 5.2843 10.2166 5.25 21.1000 17.4050 30 March 2020 ...... 4.8330 9.8045 5.15 21.1000 17.4050 30 June 2020...... 4.3816 9.3697 5.06 21.1000 17.4050 30 September 2020 ...... 3.9303 8.9350 4.96 21.1000 17.4050 30 December 2020...... 3.4544 8.5003 4.86 21.1000 17.4050 30 March 2021 ...... 2.9784 8.0655 4.75 21.1000 17.4050 30 June 2021...... 2.5025 7.6026 4.65 21.1000 17.4050 30 September 2021 ...... 2.0265 7.1396 4.54 21.1000 17.4050 30 December 2021...... 1.5199 6.6767 4.43 21.1000 17.4050 30 March 2022 ...... 1.0132 6.2137 4.30 21.1000 17.4050 30 June 2022...... 0.5066 5.7225 4.19 21.1000 17.4050 30 September 2022 ...... — 5.2313 4.06 21.1000 17.4050 30 December 2022...... — 4.7401 3.95 19.4217 17.4050 30 March 2023 ...... — 4.2489 3.87 17.7432 17.4050 30 June 2023...... — 3.7352 3.82 16.0649 17.4050 30 September 2023 ...... — 3.2214 3.77 14.3864 17.4050 30 December 2023...... — 2.7076 3.71 12.6121 17.4050 30 March 2024 ...... — 2.1939 3.65 10.8378 17.4050 30 June 2024 ...... — 1.6455 3.59 9.0635 17.4050 30 September 2024 ...... — 1.0971 3.52 7.2892 17.4050 30 December 2024...... — 0.5485 3.51 5.4670 17.4050 30 March 2025 ...... ——3.49 3.6446 17.4050 30 June 2025...... ——3.39 1.8224 16.2615 30 September 2025 ...... ——3.32 — 15.1180 30 December 2025...... ——3.07 — 13.9745 30 March 2026 ...... ——2.81 — 12.8310 30 June 2026...... ——2.57 — 11.6107 30 September 2026 ...... ——2.31 — 10.3904 30 December 2026...... ——2.04 — 9.1702 30 March 2027 ...... ——1.75 — 7.9499 30 June 2027...... ——1.48 — 6.6466 30 September 2027 ...... ——1.20 — 5.3433 30 December 2027...... ——0.93 — 4.0400 30 March 2028 ...... ——0.64 — 2.7368 30 June 2028...... ——0.36 — 1.3684

175 Class A3 Class A6 Class A7 Class B1 Class B2 Note Note Note Note Note Interest Interest Interest Interest Interest Amount Amount Amount Amount Amount £ (per £ (per £ (per £ (per £ (per Interest Payment Date £1,000) £1,000) £1,000) £1,000) £1,000) 30 September 2028 ...... ——0.07 —— 30 December 2028...... ——0.06 —— 30 March 2029 ...... ——0.06 —— 30 June 2029...... ——0.06 —— 30 September 2029 ...... ——0.05 —— 30 December 2029...... ——0.05 —— 30 March 2030 ...... ——0.05 —— 30 June 2030...... ——0.04 —— 30 September 2030 ...... ——0.04 —— 30 December 2030...... ——0.04 —— 30 March 2031 ...... ——0.03 —— 30 June 2031...... ——0.03 —— 30 September 2031 ...... ——0.03 —— 30 December 2031...... ——0.02 —— 30 March 2032 ...... ——0.02 —— 30 June 2032...... ——0.02 —— 30 September 2032 ...... ——0.01 —— 30 December 2032...... ——0.01 —— 30 March 2033 ...... ——0.01 —— 30 June 2033...... —————

In the event of any partial redemption of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notes or the Class B2 Notes (other than through payment of Amortisation Amounts pursuant to Condition 5(b)), the Interest Amount in respect of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notes or the Class B2 Notes (as the case may be) shall be calculated by or on behalf of the Issuer in respect of each Class A3 Note, Class A6 Note, Class A7 Note, Class B1 Note or Class B2 Note (as the case may be) by applying the Class A3 Rate of Interest, the Class A6 Rate of Interest, the Class A7 Rate of Interest, the Class B1 Rate of Interest or the Class B2 Rate of Interest (as the case may be) to the then current Principal Amount Outstanding in respect of such Class A3 Note, Class A6 Note, Class A7 Note, Class B1 Note or Class B2 Note (as the case may be), and the Issuer shall make notiﬁcation of the applicable Interest Amount to the relevant Agent Bank.

(g) Publication of the FRN Rate of Interest and the Interest Amount

As soon as practicable after making the determination pursuant to Condition 4(f) or receiving notification of the applicable Interest Amount following any partial redemption of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notes or the Class B2 Notes (as the case may be) (other than through payment of Amortisation Amounts as aforesaid), the relevant Agent Bank will cause the FRN Rate of Interest and the Interest Amount applicable to each class of Notes for each Interest Period and the immediately succeeding Interest Payment Date to be notified to the Luxembourg Stock Exchange (for so long as any of the Notes are listed on the Luxembourg Stock Exchange) and the Irish Stock Exchange (for so long as any of the Notes are listed on the Irish Stock Exchange) and will cause notice thereof to be given to the relevant class of Noteholders in accordance with Condition 15 provided that, in the case of the Luxembourg Stock Exchange and the Irish Stock Exchange, such notification will be given by a date that is no later than the first day of the Interest Period to which such FRN Rate of Interest and Interest Amount apply.

176 (h) Determination or calculation by Note Trustee If the relevant Agent Bank or the Issuer, as the case may be, does not at any time for any reason determine the FRN Rate of Interest and/or calculate the Interest Amount for any class of Notes in accordance with the foregoing Conditions, the Note Trustee shall: (i) determine the FRN Rate of Interest at such rate as (having regard to the procedure described above) it shall consider fair and reasonable in all the circumstances; and/or (as the case may be) (ii) calculate the Interest Amount for each class of Notes in the manner speciﬁed in Condition 4(f) above, and any such determination and/or calculation shall be deemed to have been made by the relevant Agent Bank.

(i) Notification to be final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 4, whether by the Reference Banks (or any of them) or the relevant Agent Bank or the Issuer or the Note Trustee shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Reference Banks, the Registrar, the relevant Agent Bank, the Note Trustee and all Noteholders and (in such absence as aforesaid) no liability to the Noteholders shall attach to the Issuer, the Reference Banks, the Registrar, the relevant Agent Bank or the Note Trustee in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretions hereunder.

(j) Reference Banks and Agent Banks The Issuer shall ensure that, so long as any of the Notes remain outstanding, there shall at all times be three Reference Banks, an Existing Notes Agent Bank, a First New Notes Agent Bank and a Second New Notes Agent Bank. The initial Reference Banks shall be the principal London office of each of Deutsche Bank AG (London), Lloyds TSB Bank plc and Barclays Bank PLC. In the event of the principal London office of any such bank being unable or unwilling to continue to act as a Reference Bank, the Issuer shall appoint such other banks as may have been previously approved in writing by the Note Trustee to act as such in its place. Neither the Existing Agent Bank, the First New Agent Bank nor the Second New Agency Bank may resign until a successor so approved by the Note Trustee has been appointed.

5. Redemption, Purchase and Cancellation

(a) Final Redemption Subject to Condition 17 in the case of the Class B Notes and the Class C Notes, and unless previously redeemed in full as provided in this Condition 5, the Issuer shall redeem the Notes at their Principal Amount Outstanding as follows: (i) the Class A3 Notes, on the Interest Payment Date falling in June 2022; (ii) the Class A6 Notes, on the Interest Payment Date falling in December 2024; (iii) the Class A7 Notes, on the Interest Payment Date falling in June 2033; (iv) the Class A8 Notes, on the Interest Payment Date falling in June 2033; (v) the Class B1 Notes, on the Interest Payment Date falling in June 2025; (vi) the Class B2 Notes, on the Interest Payment Date falling in June 2028; and (vii) the Class C1 Notes, on the Interest Payment Date falling in June 2035. The Issuer may not redeem Notes in whole or in part prior to that date except as provided below in Condition 5(b), (c), (d), or (e), but without prejudice to Condition 9.

(b) Mandatory Redemption (i) Subject to Condition 17 in the case of the Class B Notes and the Class C Notes and prior to the service of a Class A Note Acceleration Notice and/or Class B Note Acceleration Notice

177 and/or Class C Note Acceleration Notice (as defined in Condition 9), the Notes shall, subject to Condition 5(c), be repaid in instalments on each Interest Payment Date (except in respect of Notes surrendered to the Issuer and cancelled pursuant to Condition 5(h) below) in the aggregate principal amounts specified for each class of Notes (each an Amortisation Amount) set out opposite each Interest Payment Date below on such date. The figures set out below show the Amortisation Amount per £1,000 of each Note of each class.

Class A3 Class A6 Class A7 Class A8 Class B1 Class B2 Class C1 Note Note Note Note Note Note Note Amortisation Amortisation Amortisation Amortisation Amortisation Amortisation Amortisation Amount Amount Amount Amount Amount Amount Amount Interest £ £ £ £ £ £ £ Payment Date (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) 30 September 2005. . . ——————— 30 December 2005 . . . ——————— 30 March 2006 ...... ——————— 30 June 2006 ...... ——————— 30 September 2006. . . ——————— 30 December 2006 . . . ——————— 30 March 2007 ...... ——————— 30 June 2007 ...... ——————— 30 September 2007. . . ——————— 30 December 2007 . . . ——————— 30 March 2008 ...... ——————— 30 June 2008 ...... ——————— 30 September 2008. . . ——————— 30 December 2008 . . . ——————— 30 March 2009 ...... ——————— 30 June 2009 ...... ——————— 30 September 2009. . . ——————— 30 December 2009 . . . ——32.90 ———— 30 March 2010 ...... ——33.96 ———— 30 June 2010 ...... ——34.71 ———— 30 September 2010. . . ——35.45 ———— 30 December 2010 . . . ——23.73 12.47 ——— 30 March 2011 ...... ——23.82 12.47 ——— 30 June 2011 ...... 19.33 — 9.61 12.47 ——— 30 September 2011 . . . 18.66 — 11.21 12.47 ——— 30 December 2011 . . . 18.67 — 12.28 12.47 ——— 30 March 2012 ...... 18.67 — 12.86 12.47 ——— 30 June 2012 ...... 18.67 — 10.72 12.47 ——— 30 September 2012. . . 19.00 — 11.58 12.47 ——— 30 December 2012 . . . 19.00 — 12.10 12.47 ——— 30 March 2013 ...... 19.00 — 12.72 12.47 ——— 30 June 2013 ...... 19.00 — 12.91 12.47 ——— 30 September 2013. . . 19.66 — 13.05 12.47 ——— 30 December 2013 . . . 19.67 — 13.62 12.47 ——— 30 March 2014 ...... 19.66 — 13.91 12.47 ——— 30 June 2014 ...... 19.67 — 14.49 12.47 ——— 30 September 2014. . . 20.33 — 13.73 13.31 ——— 30 December 2014 . . . 20.34 — 14.33 13.31 ——— 30 March 2015 ...... 20.33 — 14.73 13.31 ——— 30 June 2015 ...... 20.34 — 15.83 13.31 ——— 30 September 2015. . . 21.16 — 15.48 13.31 ——— 30 December 2015 . . . 21.17 — 16.11 13.31 ——— 30 March 2016 ...... 21.16 — 16.60 13.31 ——— 30 June 2016 ...... 21.17 — 17.24 13.31 ——— 30 September 2016. . . 22.00 — 17.25 13.31 ——— 30 December 2016 . . . 22.00 23.94 6.42 4.16 ——— 30 March 2017 ...... 22.00 24.70 5.96 4.57 ——— 30 June 2017 ...... 22.00 24.70 6.28 4.99 ——— 30 September 2017. . . 22.83 24.70 5.95 5.41 ——— 30 December 2017 . . . 22.84 24.70 6.29 5.82 ———

178 Class A3 Class A6 Class A7 Class A8 Class B1 Class B2 Class C1 Note Note Note Note Note Note Note Amortisation Amortisation Amortisation Amortisation Amortisation Amortisation Amortisation Amount Amount Amount Amount Amount Amount Amount Interest £ £ £ £ £ £ £ Payment Date (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) 30 March 2018 ...... 22.83 26.60 4.93 6.24 ——— 30 June 2018 ...... 22.84 26.60 5.29 6.65 ——— 30 September 2018. . . 23.66 26.60 5.45 6.65 ——— 30 December 2018 . . . 23.67 26.60 6.26 6.65 ——— 30 March 2019 ...... 23.66 27.74 6.05 6.65 ——— 30 June 2019 ...... 23.67 27.74 6.89 6.65 ——— 30 September 2019. . . 24.50 27.74 7.10 6.65 ——— 30 December 2019 . . . 24.50 27.74 7.98 6.65 ——— 30 March 2020 ...... 24.50 29.26 7.51 6.65 ——— 30 June 2020 ...... 24.50 29.26 8.43 6.65 ——— 30 September 2020. . . 25.83 29.26 8.31 6.65 ——— 30 December 2020 . . . 25.84 29.26 9.26 6.65 ——— 30 March 2021 ...... 25.83 31.16 8.56 6.65 ——— 30 June 2021 ...... 25.84 31.16 9.54 6.65 ——— 30 September 2021. . . 27.50 31.16 9.24 6.65 ——— 30 December 2021 . . . 27.50 31.16 10.28 6.65 ——— 30 March 2022 ...... 27.50 33.06 9.66 6.65 ——— 30 June 2022 ...... 27.50 33.06 10.74 6.65 ——— 30 September 2022. . . — 33.06 9.33 6.65 79.54 —— 30 December 2022 . . . — 33.06 6.92 6.65 79.55 —— 30 March 2023 ...... — 34.58 3.65 6.65 79.54 —— 30 June 2023 ...... — 34.58 4.74 6.65 79.55 —— 30 September 2023. . . — 34.58 4.47 6.65 84.09 —— 30 December 2023 . . . — 34.58 5.62 6.65 84.09 —— 30 March 2024 ...... — 36.91 4.77 6.65 84.09 —— 30 June 2024 ...... — 36.91 5.96 6.65 84.09 —— 30 September 2024. . . — 36.92 0.80 6.65 86.36 —— 30 December 2024 . . . — 36.92 1.96 6.65 86.37 —— 30 March 2025 ...... ——7.75 1.66 86.36 65.70 — 30 June 2025 ...... ——6.42 1.66 86.37 65.70 — 30 September 2025. . . ——20.60 14.97 — 65.70 — 30 December 2025 . . . ——21.63 14.97 — 65.70 — 30 March 2026 ...... ——20.54 14.97 — 70.11 — 30 June 2026 ...... ——21.66 14.97 — 70.11 — 30 September 2026. . . ——22.79 14.97 — 70.11 — 30 December 2026 . . . ——23.95 14.97 — 70.11 — 30 March 2027 ...... ——22.78 14.97 — 74.88 — 30 June 2027 ...... ——23.96 14.97 — 74.88 — 30 September 2027. . . ——22.77 14.97 — 74.88 — 30 December 2027 . . . ——23.99 14.97 — 74.88 — 30 March 2028 ...... ——23.38 14.97 — 78.62 — 30 June 2028 ...... ——24.65 14.97 — 78.62 — 30 September 2028. . . ——0.28 14.97 ——— 30 December 2028 . . . ——0.28 14.97 ——— 30 March 2029 ...... ——0.28 14.97 ——— 30 June 2029 ...... ——0.28 14.97 ——— 30 September 2029. . . ——0.28 14.97 ——— 30 December 2029 . . . ——0.28 14.97 ——— 30 March 2030 ...... ——0.28 14.97 ——— 30 June 2030 ...... ——0.28 14.97 ——— 30 September 2030. . . ——0.28 14.97 ——— 30 December 2030 . . . ——0.28 14.97 ——— 30 March 2031 ...... ——0.28 14.97 ——— 30 June 2031 ...... ——0.28 14.97 ——— 30 September 2031. . . ——0.28 14.97 ——— 30 December 2031 . . . ——0.28 14.97 ——— 30 March 2032 ...... ——0.28 14.97 ———

179 Class A3 Class A6 Class A7 Class A8 Class B1 Class B2 Class C1 Note Note Note Note Note Note Note Amortisation Amortisation Amortisation Amortisation Amortisation Amortisation Amortisation Amount Amount Amount Amount Amount Amount Amount Interest £ £ £ £ £ £ £ Payment Date (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) (per £1,000) 30 June 2032 ...... ——0.28 14.97 ——— 30 September 2032. . . ——0.28 14.97 ——— 30 December 2032 . . . ——0.28 14.97 ——— 30 March 2033 ...... ——0.28 14.97 ——— 30 June 2033 ...... ——0.28 15.03 ——— 30 September 2033. . . ——————125.00 30 December 2033 . . . ——————125.00 30 March 2034 ...... ——————125.00 30 June 2034 ...... ——————125.00 30 September 2034. . . ——————125.00 30 December 2034 . . . ——————125.00 30 March 2035 ...... ——————125.00 30 June 2035 ...... ——————125.00 (ii) If there are monies received by the Issuer from any Obligor subsequent to the service of a Borrower Enforcement Notice pursuant to the terms of the Punch Taverns B Deed of Charge, such monies shall be applied by the Issuer, on the next succeeding Interest Payment Date falling at least 30 days after receipt of such monies, in accordance with the provisions regulating the relevant priority of application of payments in the manner set out in the Issuer Deed of Charge, including without limitation all amounts then due to be paid in redemption of the Notes pursuant to this Condition 5 on such Interest Payment Date, provided that (A) any surplus is to be applied to redeem the Notes pursuant to Condition 5(c)(ii), (B) notwithstanding Condition 5(c)(ii)(A) and (B) the Class A Notes are to be redeemed on a pari passu basis and (C) the amounts are paid without any redemption premium payable pursuant to Condition 5(c)(iii) being required to be paid by the Issuer (but, for the avoidance of doubt, including any Second MBIA Prepayment Fees attributable to any Class A7 Notes and Class A8 Notes, as applicable, to be redeemed).

(c) Optional redemption (i) On giving not less than 10 days’ prior written notice to the Noteholders in accordance with Condition 15 to the Swap Providers (in accordance with the Swap Agreements) and to the Note Trustee and MBIA and provided that (i) on the Interest Payment Date on which such notice expires, no Note Acceleration Notice has been served, and (ii) that the Issuer has, prior to giving such notice, certified to the Note Trustee and produced evidence acceptable to the Note Trustee (as specified in the Trust Deed) that it will have the necessary funds to discharge any amounts required under the Issuer Deed of Charge to be paid in priority to or pari passu with each class of the Notes to be redeemed on such date (including any Second MBIA Prepayment Fees attributable to any Class A7 and Class A8 Notes, as applicable, to be redeemed), the Issuer may redeem some or all of the Notes or, in circumstances where the Borrower is required to effect a mandatory prepayment in respect of any Term Advance as provided in the Issuer/Borrower Facility Agreement, shall redeem an equivalent amount of the Notes (provided that the minimum amount of any such redemption will be £1,000,000 in principal amount of a class of Notes and thereafter in multiples of £100,000 in principal amount) on any Interest Payment Date in accordance with and subject to the provisions of Condition 5(c)(ii) and 5(c)(iii). The aggregate payment to be made in respect of the Notes to be redeemed pursuant to Condition 5(c)(i) is hereafter referred to as the Redemption Amount. (ii) The Issuer shall, on exercise of its option to redeem pursuant to Condition 5(c)(i), redeem Notes in the following order: (A) first, the Class A8 Notes; (B) second, pro rata, the Class A3 Notes, the Class A6 Notes and the Class A7 Notes; and (C) third, pro rata, the Class B1 Notes and the Class B2 Notes; and (D) fourth, the Class C1 Notes.

180 (iii) Any Notes redeemed pursuant to Condition 5(c)(i) will be redeemed at the Redemption Amount relevant to their class as set out below together with, in each case, accrued but unpaid interest on the Principal Amount Outstanding of the relevant Notes up to and including the date of repayment: (aa) Class A3 Redemption Amount: an amount equal to whichever is the higher of the following: (A) 100 per cent. of the principal amount of the relevant Class A3 Note to be redeemed on the relevant Interest Payment Date; and (B) that price (as reported in writing to the Issuer and the Note Trustee by a financial adviser approved by the Note Trustee) expressed as a percentage (and rounded up to three decimal places (0.00005 being rounded upwards)) at which the Gross Redemption Yield on the Class A3 Notes on the Relevant Date is equal to the Gross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of the Relevant Treasury Stock and so that, for the purpose of this sub-paragraph (aa)(B): Relevant Date means the date which is the second Business Day in London prior to the date of dispatch of the notice of redemption referred to in Condition 5(c)(i); Gross Redemption Yield means a yield calculated on the basis indicated by the Joint Index and Classification Committee of the Institute and Faculty of Actuaries, as reported to the Journal of the Institute of Actuaries, Volume 105, Part 1, 1978, page 18; and Relevant Treasury Stock means such government stock as the relevant Agent Bank shall determine to be a benchmark gilt the maturity of which most closely matches the then average life of the Class A3 Notes as calculated by the relevant Agent Bank; (bb) Class A6 Redemption Amount: an amount equal to whichever is the higher of the following: (A) 100 per cent. of the principal amount of the relevant Class A6 Note to be redeemed on the relevant Interest Payment Date; and (B) that price (as reported in writing to the Issuer and the Note Trustee by a financial adviser approved by the Note Trustee) expressed as a percentage (and rounded up to three decimal places (0.00005 being rounded upwards)) at which the Gross Redemption Yield on the Class A6 Notes on the Relevant Date is equal to the Gross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of the Relevant Treasury Stock and so that, for the purpose of this sub-paragraph (bb)(B): Relevant Date means the date which is the second Business Day in London prior to the date of despatch of the notice of redemption referred to in Condition 5(c)(i); Gross Redemption Yield means a yield calculated on the basis indicated by the Joint Index and Classification Committee of the Institute and Faculty of Actuaries, as reported to the Journal of the Institute of Actuaries, Volume 105, Part 1, 1978, page 18; and Relevant Treasury Stock means such government stock as the relevant Agent Bank shall determine to be a benchmark gilt the maturity of which most closely matches the then average life of the Class A6 Notes as calculated by the relevant Agent Bank; (cc) Class A7 Redemption Amount: an amount equal to whichever is the higher of the following: (A) 100 per cent. of the principal amount of the relevant Class A7 Note to be redeemed on the relevant Interest Payment Date; and (B) that price (as reported in writing to the Issuer and the Note Trustee by a financial adviser approved by the Note Trustee) expressed as a percentage (and rounded up to three decimal places (0.00005 being rounded upwards)) at which the Gross Redemption Yield on the Class A7 Notes on the Relevant Date is equal to the Gross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of the Relevant Treasury Stock and so that, for the purpose of this sub-paragraph (cc)(B): Relevant Date means the date which is the second Business Day in London prior to the date of dispatch of the notice of redemption referred to in Condition 5(c)(i); Gross Redemption Yield means a yield calculated on the basis indicated by the Joint Index and Classification Committee of the Institute and Faculty of Actuaries,

181 as reported to the Journal of the Institute of Actuaries, Volume 105, Part 1, 1978, page 18; and Relevant Treasury Stock means such government stock as the relevant Agent Bank shall determine to be a benchmark gilt the maturity of which most closely matches the then average life of the Class A7 Notes as calculated by the relevant Agent Bank; (dd) Class A8 Redemption Amount: an amount equal to 100 per cent. of the principal amount of the relevant Class A8 Note to be redeemed on the relevant Interest Payment Date; (ee) Class B1 Redemption Amount: an amount equal to whichever is the higher of the following: (A) 100 per cent. of the principal amount of the relevant Class B1 Note to be redeemed on the relevant Interest Payment Date; and (B) that price (as reported in writing to the Issuer and the Note Trustee by a financial adviser approved by the Note Trustee) expressed as a percentage (and rounded up to three decimal places (0.0005 being rounded upwards)) at which the Gross Redemption Yield on the Class B1 Notes on the Relevant Date is equal to the Gross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of the Relevant Treasury Stock and so that, for the purpose of this sub-paragraph (ee)(B): Relevant Date means the date which is the second Business Day in London prior to the date of despatch of the notice of redemption referred to in Condition 5(c)(i); Gross Redemption Yield means a yield calculated on the basis indicated by the Joint Index and Classification Committee of the Institute and Faculty of Actuaries, as reported in the Journal of the Institute of Actuaries, Volume 105, Part 1, 1978, page 18; and Relevant Treasury Stock means such government stock as the relevant Agent Bank shall determine to be a benchmark gilt the maturity of which most closely matches the then average life of the Class B1 Notes as calculated by the relevant Agent Bank; and (ff) Class B2 Redemption Amount: an amount equal to whichever is the higher of the following: (A) 100 per cent. of the principal amount of the relevant Class B2 Note to be redeemed on the relevant Interest Payment Date; and (B) that price (as reported in writing to the Issuer and the Note Trustee by a financial adviser approved by the Note Trustee) expressed as a percentage (and rounded up to three decimal places (0.00005 being rounded upwards)) at which the Gross Redemption Yield on the Class B2 Notes on the Relevant Date is equal to the Gross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of the Relevant Treasury Stock and so that, for the purpose of this sub-paragraph (ff)(B): Relevant Date means the date which is the second Business Day in London prior to the date of despatch of the notice of redemption referred to in Condition 5(c)(i); Gross Redemption Yield means a yield calculated on the basis indicated by the Joint Index and Classification Committee of the Institute and Faculty of Actuaries, as reported to the Journal of the Institute of Actuaries, Volume 105, Part 1, 1978, page 18; and Relevant Treasury Stock means such government stock as the relevant Agent Bank shall determine to be a benchmark gilt the maturity of which most closely matches the then average life of the Class B2 Notes as calculated by the relevant Agent Bank; and (gg) Class C1 Redemption Amount: an amount equal to 100 per cent. of the principal amount of the relevant Class C1 Note to be redeemed on the relevant Interest Payment Date; (iv) On giving not less than 10 days’ prior written notice to the Swap Providers (in accordance with the Swap Agreements) and the Note Trustee and provided that: (i) on the Interest Payment Date on which such notice expires, no Note Acceleration Notice has been served; (ii) the Issuer has, prior to giving such notice, certified to the Note Trustee and produced evidence acceptable to the Note Trustee (as specified in the Trust Deed) that it will have

182 the necessary funds to redeem the Notes to be redeemed on such date and to discharge any amounts required under the Issuer Deed of Charge to be paid in priority to or pari passu with such Notes on such Interest Payment Date (including MBIA Prepayment Fees attributable to any Class A7 and Class A8 Notes); and (iii) the conditions precedent to the issue of Replacement Notes as described in Condition 16(b) will be satisfied on the Interest Payment Date on which the redemption of the relevant class of Notes and the issue of Replacement Notes is to take place, the Issuer may redeem all (but not part only) of any class of the Notes. Any redemption pursuant to this Condition 5(c)(iv)shall not be subject to the provisions of Condition 5(c)(ii) and the relevant Notes shall be redeemed at the Redemption Amount (including the premium (if any) specified in Condition 5(c)(iii)). (v) For the avoidance of doubt and save as provided in Condition 5(c)(iv), no Class A3 Note, Class A6 Note or Class A7 Note may be redeemed whilst any Class A8 Note remains outstanding, no Class B1 Note or Class B2 Note may be redeemed whilst any Class A Note remains outstanding and no Class C1 Note may be redeemed whilst any Class A Note or Class B Note remains outstanding. (vi) Any amounts applied in redemption of the Principal Amount Outstanding of Notes on an Interest Payment Date in accordance with this Condition 5(c) (but not in respect of any premium payable in accordance therewith (if any)) shall be applied in satisfaction of the Issuer’s obligations to pay the Amortisation Amounts in accordance with Condition 5(b). All amounts paid in accordance with this Condition 5(c) shall be applied in the case of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8 Notes, the Class B1 Notes, the Class B2 Notes and the Class C1 Notes (as applicable), by applying the redemption amounts pro rata to reduce the relevant Amortisation Amounts. (vii) The Principal Amount Outstanding to be redeemed in respect of each class of Notes (the Note Principal Payment) on any Interest Payment Date under this Condition 5(c) shall, in relation to each class of Notes, be a pro rata share of the aggregate amount required to be applied in redemption of Notes of that class on such Interest Payment Date, as the case may be (rounded down to the nearest pence), provided always that no such Note Principal Payment may exceed the Principal Amount Outstanding of the relevant Note. (d) Substitution/Redemption for taxation or other reasons If the Issuer at any time satisfies the Note Trustee prior to the giving of the notice referred to below that: (i) by reason of a change in tax law (or the application or official interpretation thereof), on the next Interest Payment Date, the Issuer would be required to deduct or withhold from any payment of principal or interest on the Notes (other than where the relevant holder has some connection with the United Kingdom other than the holding of Notes) any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or any political sub-division thereof or any authority thereof or therein; or (ii) if, due to a change in law, it has become or will become unlawful for the Issuer to make, fund or allow to remain outstanding all or any advances made or to be made by it under the Issuer/ Borrower Facility Agreement; or (iii) by reason of a change in tax law (or the application or official interpretation thereof), on the next Interest Payment Date, under the Issuer/Borrower Facility Agreement, the Borrower would be required to deduct or withhold from any payment of principal, interest or other sum due and payable thereunder any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or any political sub-division thereof or any authority thereof or therein, then the Issuer may, in order to avoid the relevant event described in paragraph (i), (ii) or (iii) above, use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction approved by the Note Trustee as principal debtor under the Notes and as lender under

183 the Issuer/Borrower Facility Agreement upon the Note Trustee and the Issuer Security Trustee being satisfied that such substitution will not be materially prejudicial to the Noteholders and the Issuer Security Trustee being satisfied that the position of the other Issuer Secured Creditors will not thereby be adversely affected. If the Issuer is unable to arrange a substitution as described above and, as a result, one or more of the events described in paragraph (i), (ii) or (iii) above (as the case may be) is continuing, then the Issuer may, on any date and having given not more than 60 nor less than 30 days’ written notice (or, in the case of an event described in paragraph (ii) above, such shorter period expiring on or before the latest date permitted by relevant law) to the Swap Providers (in accordance with the Swap Agreements) and the Note Trustee, MBIA and the Noteholders in accordance with Condition 15 and having provided to the Note Trustee a certificate signed by two directors of the Issuer to the effect that it will have funds, not subject to the interest of any other persons, available for the purpose, issue Notes (in respect of the Existing Reg S Global Notes and the New Rule 144A Global Notes) in registered form and (in respect of the First New Reg S Global Notes and the Second New Reg S Global Notes) in bearer form in accordance with Condition 13 or (i) pay all amounts ranking senior and pari passu with the Notes and (ii) redeem all but not some only of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8 Notes, the Class B1 Notes, Class B2 Notes and the Class C1 Notes at par together with accrued but unpaid interest on their Principal Amount Outstanding up to and including the date of repayment, provided (A) that no Class A3 Note, Class A6 Note or Class A7 Note may be redeemed at any time while any Class A8 Note remains in issue, (B) that no Class B Note or Class C Note may be redeemed at any time while any Class A Note remains in issue, (C) that no Class C Note may be redeemed at any time while any Class B Note remains in issue and (D) that any Class A8 Notes or Class C1 Notes which are redeemed in accordance with this Condition 5(d) otherwise than on an Interest Payment Date (the Redemption Date) shall be redeemed at its Principal Amount Outstanding on the Redemption Date together with (i) accrued but unpaid interest up to (and including) the Redemption Date and (ii) an additional amount equal to the greater of: (A) PAO [(A – B) x C/365] where: PAO is the Principal Amount Outstanding of such Class A8 Note or Class C1 Note (as the case may be) to be redeemed on the Redemption Date; A is the prevailing FRN Rate of Interest (including the Applicable Margin and the Step-up Margin (if applicable)) for the Interest Period during which the Redemption Date falls; B is LIBOR (as defined below) determined on the Relevant Date for a period equal to the period from (and including) the Business Day following the Redemption Date to (and excluding) the next succeeding Interest Payment Date (the Relevant Period); and C is the number of days in the Relevant Period; and (B) zero. For the purposes of this Condition 5(d), LIBOR means the rate in the London inter-bank marke displayed on the Telerate Screen Page No. 3750 (the Screen Page) (or, if the Screen Page is not then available, as determined in the same manner as provided in Condition 4(c)(ii)(B)), on the Relevant Date or, if there is no rate published for the relevant period on such date, the rate determined by interpolating between the rates for the period nearest in length to, but less than, the period in question and the period nearest in length to, but more than, the period in question, displayed on the Screen Page (or, if not available, as quoted by the Reference Banks). For the purposes of this Condition 5(d), Relevant Date means the fifth Business Day prior to the relevant Redemption Date. Without limitation to the prior provisions of this Condition 5(d), if one or more of the events described in paragraphs (i), (ii) or (iii) above has occurred and is continuing, the Issuer may take such other appropriate action as is reasonable following consultation with the Note Trustee and MBIA in order to mitigate the effect of the relevant occurrence. (e) Note Principal Payments, Redemption Amounts and Principal Amount Outstanding Five Business Days before each Interest Payment Date (a Calculation Date), the Issuer shall determine or shall cause to be determined:

184 (i) if there is to be a redemption of the Notes of any class pursuant to Condition 5(d), the amount of any Note Principal Payment due on the next following Interest Payment Date; (ii) the Redemption Amounts (if any) due on the next following Interest Payment Date; and (iii) the Principal Amount Outstanding of each Note on the next following Interest Payment Date (after deducting any Note Principal Payment due to be made on that Interest Payment Date). Each determination by or on behalf of the Issuer of any Note Principal Payment, the Redemption Amount and the Principal Amount Outstanding of a Note shall in each case (in the absence of wilful default, bad faith or manifest error) be ﬁnal and binding on all persons. The Principal Amount Outstanding of a Note of any class on any date shall be £1,000 or in relation to the Second New Notes, its original amount outstanding less the aggregate amount of all Note Principal Payments in respect of that Note which have become due and payable and have been paid since the date of issue of that Note. The Issuer will, on each Calculation Date, cause each determination of a Note Principal Payment (if any), Redemption Amount and Principal Amount Outstanding to be notiﬁed forthwith to the relevant Agent Bank which will then forthwith notify the Note Trustee, MBIA (prior to an MBIA Termination Event), the Depositary, the Paying Agents, the Registrar, the Luxembourg Stock Exchange (for so long as any of the Notes are listed on the Luxembourg Stock Exchange) and the Irish Stock Exchange (for so long as any of the Notes are listed on the Irish Stock Exchange) thereof and will cause such notice of each determination of a Note Principal Payment, Redemption Amount and Principal Amount Outstanding to be given in accordance with Condition 15. If no Note Principal Payment is due to be made on the Notes of a particular class on an Interest Payment Date, a notice to this effect will be given by the Issuer to the Noteholders of that class. If the Issuer does not at any time for any reason determine a Note Principal Payment, Redemption Amount or the Principal Amount Outstanding in accordance with the preceding provisions of this paragraph, such Note Principal Payment, Redemption Amounts and Principal Amount Outstanding may be determined by the relevant Agent Bank in accordance with this paragraph and each such determination or calculation shall be deemed to have been made by the Issuer.

(f) Notice of Redemption Any such notice as is referred to in Condition 5(c), (d) or (e) above shall be irrevocable and, upon the expiration of such notice, the Issuer shall be bound to redeem the Notes of each class at the amounts speciﬁed in these Conditions.

(g) No purchase by Issuer The Issuer will not be permitted to purchase any of the Notes. The Borrower may at any time purchase Notes, subject to the provisions of the Issuer/Borrower Facility Agreement requiring any Notes so purchased to be surrendered by the Borrower to the Issuer.

(h) Cancellation All Notes redeemed in full or purchased by the Borrower and surrendered to the Issuer will be cancelled upon redemption or purchase and surrender, and may not be resold or reissued. Second MBIA Prepayment Fees may be payable by the Issuer to MBIA in accordance with the Second Guarantee and Reimbursement Agreement and the Second MBIA Financial Guarantee Fee Letter upon purchase of the Class A7 Notes or the Class A8 Notes by the Borrower in accordance with Condition 5(g).

(i) Other information The Issuer shall, within 5 days of the date of publication of the audited annual and half yearly consolidated financial statements of Punch Taverns plc, procure the publication on Bloomberg (or such other electronic news services as may be approved by the Note Trustee) of an investor report in respect of the immediately preceding two financial quarters (the Investor Report Period) setting out inter alia, the consolidated net assets of the New Securitisation Group as at the end of the relevant Investor Report Period, the calculation of EBITDA, Debt Service, Debt Service Cover Ratio, Net Worth, Excess Cash and Free Cashflow in respect of the relevant Investor Report Period and capital expenditure incurred in respect of the Investor Report Period.

185 (j) The Second MBIA Financial Guarantee Under the terms of the Second MBIA Financial Guarantee, MBIA does not guarantee any amounts becoming payable by the Issuer upon the early redemption of the Class A7 Notes or the Class A8 Notes pursuant to Conditions 5(c) or (d) or any amount payable upon the scheduled redemption of the Class A7 Notes or the Class A8 Notes pursuant to Condition 5(b) other than Scheduled Principal in respect of the Class A7 Notes or the Class A8 Notes or any amount payable by the Borrower upon purchase of the Class A7 Notes or the Class A8 Notes as applicable in accordance with ondition 5(g) or where the Class A7 Notes or the Class A8 Notes (as applicable) have become due and repayable under Condition 9. 6. Payments (a) Payments of principal and premium (if any) in respect of any Global Note will be made against presentation and surrender (or, in the case of part payment, endorsement) of such Global Note at the specified office of any Paying Agent. A record of each payment so made will be endorsed on the schedule to the relevant Global Note by or on behalf of the relevant Principal Paying Agent, which endorsement shall be prima facie evidence that such payments have been made. Payments of principal and premium (if any) in respect of any Definitive Registered Notes will be made to the persons shown in the Register at the close of business on the Record Date (as defined below) and subject to surrender of such Definitive Registered Notes at the specified office of the Registrar or any Paying Agent. Payments of principal and premium (if any) in respect of Definitive Bearer Notes will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Definitive Bearer Notes at the specified office of any Paying Agent outside the United States. (b) Payments of interest due on an Interest Payment Date will be made: (i) in the case of the Global Notes, against presentation thereof at the specified office of any of the Paying Agents; (ii) in the case of Definitive Registered Notes, to persons shown in the Register at the close of business on the Record Date; or (iii) in the case of the Definitive Bearer Notes, against presentation thereof at the specified office of any of the Paying Agents outside of the United States. (c) Record Date in respect of the Definitive Registered Notes means the seventh Business Day before the due date for the relevant payment. (d) Payments of principal, interest and premium (if any) in respect of the Notes are subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment. (e) If the due date for redemption of any Note of a particular class is not an Interest Payment Date, accrued interest will be paid only against presentation and surrender of the relevant Note of that class. (f) Each payment in respect of a Global Note will be made by transfer to a sterling account maintained by the payee with a branch of a bank in London. Each payment in respect of a Definitive Registered Note will be made by sterling cheque drawn on a branch of a bank in London mailed to the holder of the relevant Definitive Registered Note at his address appearing in the Register. However, upon application by the holder of a Definitive Registered Note not less than 15 days before the due date for any payment in respect of a Definitive Registered Note, such payment may be made by transfer to a sterling account maintained by the payee with a bank in London. Each payment in respect of a Definitive Bearer Note will be made by transfer to a sterling account maintained by the payee with a branch of a bank in London. (g) If any amount of principal is improperly withheld or refused on or in respect of any Note of a particular class or part thereof, the interest which continues to accrue in respect of such Note of that class in accordance with Condition 4 will be paid: (i) against presentation of a Note in bearer form of that class at the specified office of any Paying Agent; or (ii) to the persons shown in the Register at the close of business on the Record Date. Holders of Definitive Notes will not be entitled to any interest or other payment in accordance with Condition 4 for any delay after the due date in receiving the amount due:

186 (i) as a result of the due date not being a Business Day; (ii) if the Noteholder is late surrendering the relevant Note (if required to do so); or (iii) if a cheque which is posted in accordance with this Condition arrives after the due date for payment. (h) The names of the Paying Agent and their initial specified offices are listed at the end of these Conditions. The Issuer reserves the right, subject to the prior written approval of the Note Trustee, at any time to vary or revoke the appointment of the Paying Agent or Registrar and to appoint additional Paying Agents. The Issuer will at all times maintain a paying agent with a specified office in Luxembourg (for so long as any of the Notes are listed on the Luxembourg Stock Exchange) and will at all times maintain a paying agent with a specified office in Ireland (for so long as any of the Notes are listed on the Irish Stock Exchange). The Issuer will cause at least 30 days’ notice of any change in or addition to the Paying Agents or their specified offices to be given in accordance with Condition 15. If any Global Note of a particular class is presented for payment on a day which is not a Business Day in the place where it is so presented and (in the case of payment by transfer to a sterling account in London as referred to in paragraph (f) above) in the City of London, no further payments of additional amounts by way of interest, principal or otherwise shall be due in respect of such Global Note of that class. (i) If a Paying Agent makes a partial payment in respect of any Note presented to it for payment, such Paying Agent will endorse on the grid endorsed on such Note (in respect of payments of principal and interest) a statement indicating the amount and date of such payment. (j) (i) If at any time there is a change in the currency of the United Kingdom such that the Bank of England recognises a different currency or currency unit or more than one currency or currency unit as the lawful currency of the United Kingdom, then references in, and obligations arising under, the Notes outstanding at the time of any such change and which are expressed in sterling shall be translated into and/or any amount becoming payable under the Notes thereafter as specified in these Conditions shall be paid in the currency or currency unit of the United Kingdom, and in the manner designated by the Paying Agent. Any such translation shall be made at the official rate of exchange recognised for that purpose by the Bank of England. (ii) Where such a change in currency occurs, the Global Note in respect of the Notes then outstanding and the Conditions relating to such Notes shall be amended in the manner agreed by the Issuer and the Note Trustee so as to reflect that change and, so far as practicable, to place the Issuer, the Note Trustee and the Noteholders in the same position each would have been in had no change in currency occurred (such amendments to include, without limitation, changes required to reflect any modification to Business Day or other conventions arising in connection with such change in currency). All amendments made pursuant to this Condition 6(j) will be binding upon holders of such Notes. (iii) Notification of the amendments made to Notes pursuant to this Condition 6(j) will be made in accordance with Condition 15 which will state, inter alia, the date on which such amendments are to take or took effect, as the case may be. (k) For the purpose of this Condition 6, Business Day shall mean a day (other than a Saturday or Sunday) on which banks are generally open for business in the relevant place.

7. Taxation All payments in respect of the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties or charges of whatsoever nature unless the Issuer, the Registrar or any Paying Agent is required by applicable law to make any payment in respect of the Notes subject to any such withholding or deduction. In that event, the Issuer, the Registrar or such Paying Agent (as the case may be) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so required to be withheld or deducted. None of the Issuer, the Registrar or any Paying Agent is or will be obliged to make any additional payments to holders of Notes in respect of such withholding or deduction.

187 8. Prescription The Notes shall become void unless presented for payment within a period of 10 years in respect of principal and 5 years in respect of interest from the relevant date in respect thereof. After the date on which a Note becomes void in its entirety, no claim may be made in respect thereof. In this Condition 8, the relevant date, in respect of a Note, is the date on which a payment in respect thereof first becomes due or (if the full amount of the monies payable in respect of all the Notes due on or before that date has not been duly received by the Paying Agents or the Note Trustee on or prior to such date) the date on which notice that the full amount of such monies has been received is duly given to the Noteholders in accordance with Condition 15. 9. Issuer Events of Default (a) For so long as any of the Class A Notes are outstanding, the Note Trustee may, in its absolute discretion, and if so requested in writing by the holder of not less than 25 per cent. in aggregate of the Principal Amount Outstanding of the Class A Notes or if so directed by or pursuant to an Extraordinary Resolution of the Class A Noteholders shall, (subject, in each case, to it first being indemnified to its satisfaction) give notice (a Class A Note Acceleration Notice) to the Issuer declaring the Class A Notes to be due and repayable at any time after the happening of any of the following events (each a Class A Issuer Event of Default): (i) default is made for a period of three days in the payment of the principal of, or default is made for a period of five days in the payment of interest on, any Class A Note when and as the same ought to be paid in accordance with these Conditions (other than in respect of any Class A8 Step-Up Amount); or (ii) default is made by the Issuer in the performance or observance of any obligation binding upon it under the Notes, the Trust Deed or the Issuer Deed of Charge and, in any such case (except where the Note Trustee (or, in the case of the Issuer Deed of Charge, the Issuer Security Trustee) certifies that, in its opinion, such default is incapable of remedy when no notice will be required) such default continues for a period of 14 days following the service by the Note Trustee (or, in the case of the Issuer Deed of Charge, the Issuer Security Trustee) on the Issuer of notice requiring the same to be remedied; or (iii) the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in Condition 9(a)(iv) below, ceases or, through an authorised action of the board of directors of the Issuer, threatens to cease to carry on business or a substantial part of its business or the Issuer is deemed unable to pay its debts as and when they fall due within the meaning of Section 123(1) and (2) of the Insolvency Act 1986 (as that section may be amended) (except that the words ‘‘if it is proved to the satisfaction of the Court’’ contained in Sections 123(1)(e) and 123(2) are omitted), admits in writing its inability to pay its debts or fails generally to pay its debts as they fall due; or (iv) an order is made or an effective resolution is passed for the winding-up of the Issuer except a winding-up for the purposes of or pursuant to an amalgamation or reconstruction the terms of which have previously been approved by either by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (v) proceedings shall be initiated against the Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of an application for an administration order or filing of documents with the court for administration) and such proceedings are not, in the opinion of the Issuer Security Trustee, being disputed in good faith with a reasonable prospect of success or a formal notice is given of an intention to appoint an administrator in relation to the Issuer, or an administration order shall be granted, or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official shall be appointed in relation to the Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Issuer, or an encumbrancer shall take possession of the whole or any substantial part of the undertaking or assets of the Issuer, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Issuer and such possession or process (as the case may be) shall not be discharged or otherwise ceases to apply within 15 days, or the Issuer initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency,

188 composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of its creditors generally or a composition or a similar arrangement with its creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness (including, without limitation, the filing of documents with the court), provided that, in the case of each of the events described in Condition 9(a)(ii), the Note Trustee (or the Issuer Security Trustee, as the case may be) shall have certified to the Issuer in writing that such event is, in its opinion, materially prejudicial to the interests of the Class A Noteholders. Under the terms of the Second MBIA Financial Guarantee, MBIA does not guarantee any accelerated payment pursuant to Condition 9 in respect of the Class A7 Notes or the Class A8 Notes. In these circumstances, MBIA’s obligations will be to continue to pay the Guaranteed Amounts as they fall Due for Payment (as defined in the Second MBIA Financial Guarantee) on each Interest Payment Date. MBIA will not be obliged under any circumstances to, but may at its option, accelerate payment under the Second MBIA Financial Guarantee. (b) Subject to Condition 17, for so long as any of the Class B Notes are outstanding, the Note Trustee may, in its absolute discretion, and if so requested in writing by the holder of not less than 25 per cent. in aggregate of the Principal Amount Outstanding of the Class B Notes or if so directed by or pursuant to an Extraordinary Resolution of the Class B Noteholders shall, (subject, in each case, to it first being indemnified to its satisfaction) give notice (a Class B Note Acceleration Notice)to the Issuer declaring the Class B Notes to be due and repayable at any time after the happening of any of the following events (each a Class B Issuer Event of Default) or the giving of a Class A Note Acceleration Notice (for so long as any of the Class A Notes are outstanding): (i) default is made for a period of three days in the payment of the principal of, or default is made for a period of five days in the payment of interest on, any Class B Note when and as the same ought to be paid in accordance with these Conditions; or (ii) default is made by the Issuer in the performance or observance of any obligation binding upon it under the Notes, the Trust Deed or the Issuer Deed of Charge and, in any such case (except where the Note Trustee (or, in the case of the Issuer Deed of Charge, the Issuer Security Trustee) certifies that, in its opinion, such default is incapable of remedy when no notice will be required) such default continues for a period of 14 days following the service by the Note Trustee (or, in the case of the Issuer Deed of Charge, the Issuer Security Trustee) on the Issuer of notice requiring the same to be remedied; or (iii) the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in Condition 9(b)(iv) below, ceases or, through an authorised action of the board of directors of the Issuer, threatens to cease to carry on business or a substantial part of its business or the Issuer is deemed unable to pay its debts as and when they fall due within the meaning of Section 123(1) and (2) of the Insolvency Act 1986 (as that section may be amended) (except that the words ‘‘if it is proved to the satisfaction of the Court’’ contained in Sections 123(1)(e) and 123(2) are omitted), admits in writing its inability to pay its debts or fails generally to pay its debts as they fall due; or (iv) an order is made or an effective resolution is passed for the winding-up of the Issuer except a winding-up for the purposes of or pursuant to an amalgamation or reconstruction the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class B Noteholders; or (v) proceedings shall be initiated against the Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of an application for an administration order or filing of documents with the court for administration) and such proceedings are not, in the opinion of the Issuer Security Trustee, being disputed in good faith with a reasonable prospect of success or a formal notice is given of an intention to appoint an administrator in relation to the Issuer, or an administration order shall be granted, or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official shall be appointed in relation to the Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Issuer, or an encumbrancer shall take possession of the whole or any substantial part of the undertaking or assets of the Issuer, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part of the

189 undertaking or assets of the Issuer and such possession or process (as the case may be) shall not be discharged or otherwise ceases to apply within 15 days, or the Issuer initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness (including, without limitation, the filing of documents with the court), provided that, in the case of each of the events described in Condition 9(b)(ii), the Note Trustee (or the Issuer Security Trustee, as the case may be) shall have certified to the Issuer in writing that such event is, in its opinion, materially prejudicial to the interests of the Class A Noteholders whilst any Class A Notes are outstanding or, if there are no Class A Notes outstanding, to the interests of the Class B Noteholders and provided further that a Class A Note Acceleration Notice has been given (for so long as any of the Class A Notes are outstanding). (c) Subject to Condition 17, for so long as any of the Class C Notes are outstanding, the Note Trustee may, in its absolute discretion, and if so requested in writing by the holder of not less than 25 per cent. in aggregate of the Principal Amount Outstanding of the Class C Notes or if so directed by or pursuant to an Extraordinary Resolution of the Class C Noteholders shall, (subject, in each case, to it first being indemnified to its satisfaction) give notice (a Class C Note Acceleration Notice and, each of a Class A Note Acceleration Notice, a Class B Note Acceleration Notice and a Class C Note Acceleration Notice, a Note Acceleration Notice) to the Issuer declaring the Class C Notes to be due and repayable at any time after the happening of any of the following events (each a Class C Issuer Event of Default) or the giving of a Class A Note Acceleration Notice (for so long as any of the Class A Notes are outstanding) or Class B Note Acceleration Notice (for so long as any of the Class B Notes are outstanding): (i) default is made for a period of three days in the payment of the principal of, or default is made for a period of five days in the payment of interest on, any Class C Note when and as the same ought to be paid in accordance with these Conditions (other than in respect of any Class C1 Step-Up Amount); or (ii) default is made by the Issuer in the performance or observance of any obligation binding upon it under the Notes, the Trust Deed or the Issuer Deed of Charge and, in any such case (except where the Note Trustee (or, in the case of the Issuer Deed of Charge, the Issuer Security Trustee) certifies that, in its opinion, such default is incapable of remedy when no notice will be required) such default continues for a period of 14 days following the service by the Note Trustee (or, in the case of the Issuer Deed of Charge, the Issuer Security Trustee) on the Issuer of notice requiring the same to be remedied; or (iii) the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in Condition 9(c)(iv) below, ceases or, through an authorised action of the board of directors of the Issuer, threatens to cease to carry on business or a substantial part of its business or the Issuer is deemed unable to pay its debts as and when they fall due within the meaning of Section 123(1) and (2) of the Insolvency Act 1986 (as that section may be amended) (except that the words ‘‘if it is proved to the satisfaction of the Court’’ contained in Sections 123(1)(e) and 123(2) are omitted), admits in writing its inability to pay its debts or fails generally to pay its debts as they fall due; or (iv) an order is made or an effective resolution is passed for the winding-up of the Issuer except a winding-up for the purposes of or pursuant to an amalgamation or reconstruction the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class C Noteholders; or (v) proceedings shall be initiated against the Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of an application for an administration order or filing of documents with the court for administration) and such proceedings are not, in the opinion of the Issuer Security Trustee, being disputed in good faith with a reasonable prospect of success or a formal notice is given of an intention to appoint an administrator in relation to the Issuer, or an administration order shall be granted, or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official shall be appointed in relation to the Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Issuer,

190 or an encumbrancer shall take possession of the whole or any substantial part of the undertaking or assets of the Issuer, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Issuer and such possession or process (as the case may be) shall not be discharged or otherwise ceases to apply within 15 days, or the Issuer initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness (including, without limitation, the filing of documents with the court), provided that, in the case of each of the events described in Condition 9(c)(ii), the Note Trustee (or the Issuer Security Trustee, as the case may be) shall have certified to the Issuer in writing that such event is, in its opinion, materially prejudicial to the interests of the Class A Noteholders whilst any Class A Notes are outstanding, or, if there are no Class A Notes outstanding, to the interests of the Class B Noteholders, whilst any Class B Notes are outstanding or, if there are no Class A Notes and Class B Notes outstanding, to the interests of the Class C Noteholders and provided further that a Class A Note Acceleration Notice (for so long as any of the Class A Notes are outstanding) and a Class B Note Acceleration Notice (for as long as any of the Class B Notes are outstanding) have been given. 10. Enforcement Each of the Note Trustee and the Issuer Security Trustee may, at any time, at its discretion and without notice, take such proceedings against the Issuer or any other person as it may think fit to enforce the provisions of these Conditions or any of the Transaction Documents (other than, in the case of the Class B Notes and the Class C Notes, proceedings for the winding-up or administration of the Issuer at any time while there are Class A Notes outstanding without the consent of the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of the Class A Notes and, if there are no Class A Notes outstanding, other than, in the case of the Class C Notes, proceedings for the winding-up or administration of the Issuer at any time while there are Class B Notes outstanding without the consent of the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of the Class B Notes), and, at any time after an Issuer Event of Default has occurred a Note Acceleration Notice may be given in accordance with Condition 9 and the Note Trustee may, at its discretion and without notice, direct the Issuer Security Trustee to give a notice (an Issuer Enforcement Notice) to the Issuer declaring the whole of the Issuer Security to be enforceable and to take such steps as it may think fit to enforce the Issuer Security but neither the Note Trustee nor the Issuer Security Trustee shall be bound to take any such proceedings or steps unless: (a) it shall have been so directed by an Extraordinary Resolution of the Class A Noteholders or so requested in writing by the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of the Class A Notes; or (b) subject in all cases to restrictions contained in the Trust Deed or, as the case may be, the Issuer Deed of Charge to protect the interests of the Class A Noteholders, it shall have been so directed by an Extraordinary Resolution of the Class B Noteholders or so requested in writing by the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of the Class B Notes; or (c) subject in all cases to restrictions contained in the Trust Deed or, as the case may be, the Issuer Deed of Charge to protect the interests of the Class A Noteholders and the Class B Noteholders, it shall have been so directed by an Extraordinary Resolution of the Class C Noteholders or so requested in writing by the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of the Class C Notes; or (d) in the case of the Issuer Security Trustee and subject to restrictions contained in the Trust Deed or, as the case may be, the Issuer Deed of Charge to protect the interests of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, it shall have been so requested by any other Issuer Secured Creditor (including MBIA); and (e) in all cases, it shall have been indemnified to its satisfaction. No Noteholder shall be entitled to proceed directly against the Issuer unless the Note Trustee or, as the case may be, the Issuer Security Trustee, having become bound so to do, fails to do so within a reasonable period and such failure shall be continuing.

191 In exercising its duty or discretion under this Condition 10, the Note Trustee shall disregard any Step-Up Amount for the purposes of determining whether there is any particular class of Notes outstanding. 11. Meetings of Noteholders, Modification and Waiver (a) The Trust Deed contains provisions for convening meetings of the Noteholders and, in the circumstances set out in the Trust Deed, separate meetings of each class of Noteholders to consider any matter affecting their interests, including proposals by Extraordinary Resolution of the Noteholders or the relevant class thereof, as the case may be, to modify, or to sanction the modification of, the Notes, or the relevant class thereof (including these Conditions), or the provisions of any of the Transaction Documents. (b) An Extraordinary Resolution passed at any meeting of the Class A Noteholders shall be binding on all Class A Noteholders, Class B Noteholders and Class C Noteholders irrespective of the effect upon them, except an Extraordinary Resolution to sanction a modification of these Conditions or any of the Transaction Documents or a waiver or authorisation of any breach or proposed breach of any of the provisions of any of the Transaction Documents will not take effect unless the Note Trustee is of the opinion that it would not be materially prejudicial to the interests of the Class B Noteholders and the Class C Noteholders or it shall have been sanctioned by an Extraordinary Resolution of the Class B Noteholders and the Class C Noteholders subject, in certain cases, to obtaining the consent of certain of the other Issuer Secured Creditors. An Extraordinary Resolution passed at any meeting of the Class B Noteholders shall be binding on all Class B Noteholders and Class C Noteholders irrespective of its effect upon them, except an Extraordinary Resolution passed at any meeting of Class B Noteholders shall not be effective for any purpose while the Class A Notes remain outstanding unless either: (i) the Note Trustee is of the opinion that it would not be materially prejudicial to the interests of the Class A Noteholders; or (ii) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders. An Extraordinary Resolution passed at any meeting of the Class C Noteholders shall be binding on all Class C Noteholders irrespective of its effect upon them, except an Extraordinary Resolution passed at any meeting of the Class C Noteholders shall not be effective for any purposes while the Class A Notes and/or the Class B Notes remain outstanding unless either: (i) the Note Trustee is of the opinion that it would not be materially prejudicial to the interests of the Class A Noteholders or the Class B Noteholders; or (ii) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders. (c) Subject as provided below, the quorum at any meeting of Noteholders, or as the case may be, the relevant class of Noteholders for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. of the Principal Amount Outstanding of the Notes or, as the case may be, relevant class of Notes or, at any adjourned meeting, two or more persons being or representing Noteholders of whatever the aggregate Principal Amount Outstanding of the Notes or, as the case may be, the relevant class of Notes so held or represented. Except in respect of Noteholder Reserved Matters, for the purposes of determining if a meeting is quorate, MBIA shall be deemed to be two persons. (d) The quorum at any meeting of Noteholders or, as the case may be, the relevant class of Noteholders for passing an Extraordinary Resolution in respect of a Basic Terms Modification shall be two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, two or more persons representing not less than one-quarter of the aggregate Principal Amount Outstanding of the Notes or, as the case may be, the relevant class of Notes for the time being outstanding. (e) The Note Trustee, or, as the case may be, the Issuer Security Trustee, may agree, without the consent of the Noteholders: (i) to any modification (except a Basic Terms Modification) of, or to any waiver or authorisation of, any breach or proposed breach of the Notes (including these Conditions) or any of the Transaction Documents which, in the opinion of the Note Trustee, or, as the case may be, the Issuer Security Trustee, is not materially prejudicial to, inter alia, the interests of the Noteholders; or

192 (ii) to any modification which, in the opinion of the Note Trustee, or, as the case may be, the Issuer Security Trustee, is to correct a manifest error or is of a formal, minor or technical nature. The Note Trustee may also, without the consent of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders, determine that a Class A Issuer Event of Default, Class B Issuer Event of Default or Class C Issuer Event of Default, respectively, shall not, or shall not subject to specified conditions, be treated as such. Any such modification, waiver, authorisation or determination shall be binding on the Class A Noteholders, the Class B Noteholders or the Class C Noteholders, respectively, and, unless the Note Trustee, or, as the case may be, the Issuer Security Trustee agrees otherwise, any such modification shall be notified to MBIA (prior to the occurrence of an MBIA Termination Event), the Class A Noteholders, the Class B Noteholders and the Class C Noteholders as soon as practicable thereafter in accordance with Condition 15. (f) Notwithstanding Condition 11(j), the Noteholders (including the Class A7 Noteholders and the Class A8 Noteholders) shall be entitled to vote on, inter alia, the following matters (each, a Basic Terms Modification): (i) modification of any date fixed for redemption (in whole or in part) or the final maturity of the Notes of any class or modification of the amount repayable in respect of the Notes of any class on any such date; (ii) reduction or cancellation of the principal amount payable on the Notes of any class or the priority of redemption of the Notes of any class; (iii) alteration of the amount of interest payable on the Notes or modification of the method of calculating the amount of interest payable on the Notes of any class or modification of the date of payment of any interest payable on the Notes of any class; (iv) alteration of the currency in which payments under the Notes of any class and the Coupons appertaining thereto are to be made; (v) alteration of the majority required to pass an Extraordinary Resolution or the manner in which such majority is constituted; and (vi) the sanctioning of any scheme or proposed exchange or substitution or sale of any of the Notes of any class for, or the conversion of any of the Notes of any class into, or the cancellation of any of the Notes of any class in consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or of any other body corporate formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash, provided no Basic Terms Modification in respect of the Class A7 Notes or the Class A8 Notes will be effective unless consented to in writing by MBIA (provided no MBIA Termination Event has occurred and is continuing). The Note Trustee and the Issuer Security Trustee may, without the consent of the Noteholders, agree to the substitution of a company incorporated in any jurisdiction in place of the Issuer as principal obligor in respect of the Notes and as lender under the Issuer/Borrower Facility Agreement, provided that no such substitution may occur if it will result in a downgrading of the then current ratings of any class of the Notes or the then current Underlying Rating of any class of the Class A7 Notes or the Class A8 Notes by the Rating Agencies then rating the Notes and the consent of MBIA is obtained (provided that no MBIA Termination Event has occurred and is continuing). The Note Trustee and the Issuer Security Trustee may also agree, without the consent of the Noteholders, to a change of the laws governing the Notes and/or the Transaction Documents provided that such change would not, in the opinion of the Note Trustee (or, as the case may be, the Issuer Security Trustee), be materially prejudicial to the interests of the Noteholders. (g) The Note Trustee and the Issuer Security Trustee shall be entitled to assume, for the purposes of exercising any power, trust, authority, duty or discretion under or in relation to these Conditions or any of the other Transaction Documents, that such exercise will not be materially prejudicial to the interests of the Noteholders or any class or classes thereof if each of the Rating Agencies then

193 rating the Notes has confirmed that the then current ratings of the Notes and the then current Underlying Rating of the Class A7 Notes or the Class A8 Notes or, as the case may be, the relevant class or classes thereof would not be adversely affected by such exercise. The Note Trustee and the Issuer Security Trustee shall, for these purposes, disregard the Second MBIA Financial Guarantee when considering the interests of the holders of the Class A7 Notes and the Class A8 Notes except in certain circumstances set out in the Trust Deed and the Issuer Deed of Charge. Where the Note Trustee or the Issuer Security Trustee is required, in connection with the exercise of its powers, trusts, authorities, duties and discretions, to have regard to the interests of the Noteholders of any class, it shall have regard to the interests of such Noteholders as a class and, in particular, but without prejudice to the generality of the foregoing, shall not have regard to, or be in any way liable for, the consequences of such exercise for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Note Trustee or, as the case may be, the Issuer Security Trustee shall not be entitled to require, nor shall any Noteholder be entitled to claim, from the Issuer or the Note Trustee or, as the case may be, the Issuer Security Trustee or any other person, any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders. (h) For the purposes of these Conditions: MBIA Event of Default means each of the following events: (i) any Guaranteed Amount (as defined in the Second MBIA Financial Guarantee) which is Due for Payment (as so defined) is unpaid by reason of non-payment and is not paid by MBIA within two Business Days of the date stipulated in the Second MBIA Financial Guarantee; (ii) MBIA disclaims, repudiates and/or challenges the validity of any of its obligations under the Second MBIA Financial Guarantee; (iii) MBIA: (aa) presents any petition, commences any case or takes any proceedings for the winding-up or the appointment of an administrator or receiver (including an administrative receiver or manager), conciliator, trustee, assignee, custodian, sequestrator, liquidator or similar official under any Insolvency Law, of MBIA (or, as the case may be, of a material part of its property or assets) under any Insolvency Law; (bb) makes or enters into any general assignment, composition, arrangement (including a voluntary arrangement under Part 1 of the Insolvency Act 1986) or equivalent legislation or compromise with or for the benefit of any of its creditors; (cc) has a final and non-appealable order for relief entered against it under any Insolvency Law; or (dd) has a final and non-appealable order, judgment or decree of a court of competent jurisdiction entered against it appointing any administrative receiver, trustee, assignee, liquidator, administrator or similar official under any Insolvency Law for MBIA or all or any material part of its property or assets. For the purpose of this definition, Insolvency Law means any applicable United Kingdom bankruptcy or insolvency law, including the Enterprise Act 2002, the Insolvency Act 2000, the Insolvency Act 1986, the Insolvency Rules 1986, the Insolvency Regulations 1994 or any legislation passed in substitution or replacement thereof or amendment thereof or similar law, statute or regulation for the relief of debtors of the United Kingdom or any other applicable jurisdiction. MBIA Termination Event means MBIA has no further obligations, actual or contingent, under the Second MBIA Financial Guarantee and no amounts are then owing to MBIA under the Second MBIA Financial Guarantee, the Second Guarantee and Reimbursement Agreement, the Second MBIA Financial Guarantee Fee Letter, the Transaction Documents, the surveillance letter to be executed contemporaneously with the Second Guarantee and Reimbursement Agreement, the Notes or any other document executed pursuant to or in connection with any of these documents. Underlying Rating means, at any time, the rating given or which would be given by each of the Rating Agencies at that time rating the Class A7 Notes or the Class A8 Notes to those Notes disregarding the benefit of the Second MBIA Financial Guarantee.

194 (i) Subject to Condition 11(j), and provided that no MBIA Event of Default has occurred and is continuing, MBIA shall have the right to give requests or directions to the Note Trustee and/or the Issuer Security Trustee and to vote at meetings of the Noteholders as if it were the holder of 100 per cent. of the then aggregate Principal Amount Outstanding of the Class A7 Notes and the Class A8 Notes to the exclusion of any rights which the Class A7 Noteholders or the Class A8 Noteholders would otherwise have to vote or to direct the Note Trustee and/or the Issuer Security Trustee. For so long as such provisions apply, for the purposes of determining whether or not a request or direction has been given by a holder of not less than the required percentage in aggregate Principal Amount Outstanding of the relevant Notes or whether any meeting of Noteholders is quorate and for counting votes cast at any such meeting of Noteholders, MBIA shall be treated as the holder of 100 per cent. of the then aggregate Principal Amount Outstanding of the Class A7 Notes and the Class A8 Notes. In respect of a separate meeting of the Class A7 Notes or the Class A8 Notes, as the case may be, MBIA shall not be required to attend such meeting but may instead deliver written instructions to the Note Trustee and/or the Issuer Security Trustee as to its vote on each of the items in the relevant notice within 10 Business Days of receipt of notice of such meeting. If a single meeting of all the Class A Notes has been convened, MBIA may attend and vote at such meeting of the Class A Noteholders in respect of 100 per cent. of the then aggregate Principal Amount Outstanding of the Class A7 Notes and the Class A8 Notes, as the case may be, or, not less than 5 Business Days prior to such meeting, give written instructions to the Note Trustee or the Issuer Security Trustee of its vote to be counted at such meeting. MBIA’s rights under this Condition 11(i) shall cease to apply if an MBIA Termination Event is then in effect. (j) MBIA will not be entitled to give requests or directions to the Note Trustee or to vote at meeting of the Noteholders as if it were the holder of 100 per cent. of the then Principal Amount Outstanding of the Class A7 Notes or the Class A8 Notes pursuant to Condition 11(i) to the extent that such request, direction or, as the case may be, vote relates to the following matters (each a Noteholder Reserved Matter): (i) any Basic Terms Modification in relation to the Class A7 Notes or the Class A8 Notes (although such Basic Terms Modification will, in accordance with Condition 11(f), be subject to the prior written consent of MBIA (provided no MBIA Termination Event has occurred and is continuing); (ii) any modification of the obligations or liabilities of MBIA set forth in, or waiver or authorisation of any breach or proposed breach by MBIA of, any provision of the Trust Deed applicable to MBIA, the Second MBIA Financial Guarantee, the Second Guarantee and Reimbursement Agreement or any other Transaction Document to which MBIA is or will be a party and which is applicable to MBIA; (iii) the release or termination of the Second MBIA Financial Guarantee (other than pursuant to the Trust Deed or the Second MBIA Financial Guarantee) or the substitution of another entity in place of MBIA as financial guarantor thereunder (other than in accordance with the Trust Deed and the Second MBIA Financial Guarantee); (iv) any modification of, or waiver or authorisation of any breach or proposed breach by MBIA of, any provision in any Transaction Document the effect of which would result in the obligations or liabilities of MBIA under the Second MBIA Financial Guarantee being in any way modified, waived, authorised, reduced, altered or varied; (v) any determination contemplated or required under the Trust Deed as to the occurrence or otherwise of an MBIA Event of Default and/or MBIA Termination Event; and (vi) any claim against MBIA under, or enforcement against MBIA of any provision of, the Second MBIA Financial Guarantee or any other Transaction Document. 12. Indemnification and Exoneration of the Note Trustee and the Issuer Security Trustee Each of the Trust Deed and the Issuer Deed of Charge contain provisions governing the responsibility (and relief from responsibility) of the Note Trustee and the Issuer Security Trustee respectively and providing for their indemnification in certain circumstances, including provisions relieving them from

195 taking enforcement proceedings or, in the case of the Issuer Security Trustee, enforcing the Issuer Security or the Parent Guarantor Security unless indemnified to its satisfaction. Each of the Trust Deed and Issuer Deed of Charge contain provisions expressly declaring that the only liability that the Note Trustee and the Issuer Security Trustee can incur against the Issuer or the Parent Guarantor will be in relation to any express contractual obligations that the Note Trustee or Issuer Security Trustee has undertaken for the benefit of the Issuer or the Parent Guarantor pursuant to the Transaction Documents. The Note Trustee and the Issuer Security Trustee and their related companies are entitled to enter into business transactions with the Issuer and any affiliates of the Issuer without accounting for any profit resulting therefrom. The Issuer Security Trustee will not be responsible for any loss, expense or liability which may be suffered as a result of any assets comprised in the Issuer Security or the Parent Guarantor Security, or any deeds or documents of title thereto, being uninsured or inadequately insured or being held by or to the order of clearing organisations or their operators or by intermediaries such as banks, brokers or other similar persons on behalf of the Issuer Security Trustee.

13. Definitive Notes Definitive Notes will only be issued in the following limited circumstances: (i) (a) in the case of New Rule 144A Global Notes, the Depository Trust Company (DTC)isat any time unwilling or unable to continue as the Holder with respect to the CDIs or is at any time unwilling or unable to continue as or ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended (the Exchange Act) and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Issuer within 90 days of such notification; or (b) in the case of Reg S Global Notes, either Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) or Clearstream Banking, société anonyme (Clear- stream, Luxembourg) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business; or (ii) in the case of New Rule 144A Global Notes, if the Depositary is at any time unwilling or unable to continue as Depositary and a successor Depositary is not able to be appointed by the Issuer with the prior written consent of the Note Trustee within 90 days; or (iii) a Noteholder requests such exchange in writing after the Note Trustee has given an Issuer Enforcement Notice to the Issuer; or (iv) the Issuer would suffer a material disadvantage in respect of the Notes as a result of a change in the laws or regulations (taxation or otherwise) of any applicable jurisdiction or payments being made net of tax which would not be suffered were the relevant Notes in definitive form and a certificate to such effect signed by two directors of the Issuer is delivered to the Note Trustee. If Definitive Notes are issued, the beneficial interests represented by the Reg S Global Note of each class shall be exchanged by the Issuer for Reg S Definitive Notes and the beneficial interests represented by a Note initially offered and sold within the United States to qualified institutional buyers in reliance on Rule 144A (Rule 144A Note) of each class shall be exchanged by the Issuer for Rule 144A Definitive Notes, in each case, in an aggregate principal amount equal to the Principal Amount Outstanding of the relevant Reg S Global Note or Rule 144A Global Note, as the case may be, subject to and in accordance with the detailed provisions of the Existing Notes Agency Agreement, the First New Notes Agency Agreement, the Second New Notes Agency Agreement, the Trust Deed and the relevant Global Notes. 14. Replacement of Definitive Notes If any Note of a particular class is mutilated, defaced, lost, stolen or destroyed, it may be replaced at the specified office of the Paying Agent (in respect of the Global Notes or Definitive Bearer Notes) or at the Luxembourg office (if the relevant Notes are then listed on the Luxembourg Stock Exchange) or Ireland (if the relevant Notes are then listed on the Irish Stock Exchange) of the Registrar (in respect of the Definitive Registered Notes). Replacement of any mutilated, defaced, stolen or destroyed Note will only

196 be made on payment of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes must be surrendered before new ones will be issued. 15. Notice to Noteholders (a) (i) Subject to Condition 15(a)(iv), any notice regarding the Notes to Noteholders shall be deemed to have been duly given if published in a leading daily newspaper printed in the English language and with general circulation in London (which is expected to be the Financial Times). (ii) (A) So long as any of the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require any notice regarding the Notes to the Noteholders shall be deemed to have been duly given if published in a leading newspaper having general circulation in Luxembourg (which is expected to be d’Wort) or, if this is not practicable, in the opinion of the Note Trustee, in another appropriate newspaper having general circulation in Luxembourg previously approved in writing by the Note Trustee. (B) So long as any of the Notes are listed on the Irish Stock Exchange and the rules of that exchange so require any notice regarding the Notes to the Noteholders shall be deemed to have been duly given if published in a leading newspaper having general circulation in Ireland (which is expected to be The Irish Times) or, if this is not practicable, in the opinion of the Note Trustee, in another appropriate newspaper having general circulation in Ireland previously approved in writing by the Note Trustee. (iii) Any such notice given in accordance with Condition 15(a)(i) or Condition 15(a)(ii) shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made in the manner required in one of the newspapers referred to above. (iv) Notwithstanding the provision of Condition 15(a)(i) above, whilst the Notes are represented by Global Notes, notices to Noteholders will be valid if delivered to Clearstream, Luxembourg and/or Euroclear for communication by them to Noteholders. Any notice delivered to Clearstream, Luxembourg and/or Euroclear as aforesaid shall be deemed to have been given at the date of delivery. (b) A copy of each notice given in accordance with this Condition 15 shall be provided to MBIA and each of the Rating Agencies then rating the Notes. (c) Notices to holders of the Definitive Registered Notes shall be mailed to them at their respective addresses in the Register and shall be deemed to have been given on the second Business Day after mailing. For so long as any of the Notes are listed on the Luxembourg Stock Exchange and the rules of that Stock Exchange so require, a notice to be given to the holders of Definitive Registered Notes shall also be published in a leading newspaper having general circulation in Luxembourg as provided in Condition 15(a). For so long as any of the Notes are listed on the Irish Stock Exchange and the rules of that Stock Exchange so require, a notice to be given to the holders of Definitive Registered Notes shall also be published in a leading newspaper having general circulation in Ireland as provided in Condition 15(a). (d) For so long as any of the Rule 144A Notes remains outstanding and is a ‘‘restricted security’’ within the meaning of Rule 144(a)(3) under the Securities Act, unless the Parent Guarantor is subject to Section 13 or 15(d) under the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Parent Guarantor shall make available to any holder of a Rule 144A Note (or beneficial interest therein) and prospective purchasers of such Rule 144A Note (or beneficial interest therein), in each case upon request, the information specified in Rule 144A(d)(4) under the Securities Act. (e) The Note Trustee shall be at liberty to sanction some other method of giving notice to the Noteholders or any class of them if, in its opinion, such other method is reasonable having regard to market practice then prevailing and to the requirements of the stock exchange on which the Notes or any class of them are then listed and provided that notice of such other method is given to the Noteholders in such manner as the Note Trustee shall require, and further provided that, so long as any of the Notes are listed on the Luxembourg Stock Exchange and the rules of that

197 exchange so require, such notices shall always be published in a leading newspaper having general circulation in Luxembourg and for so long as any of the Notes are listed on the Irish Stock Exchange and the rules of that exchange so require, such notices shall always be published in a leading newspaper having general circulation in Ireland.

16. Further Issues, Replacement Issues and New Notes

(a) Further Issues The Issuer shall be at liberty, without the consent of the Noteholders, but subject always to the provisions of these Conditions and the Trust Deed, to raise further funds, from time to time, on any date by the creation and issue of further Class A3 Notes (the Further Class A3 Notes) in bearer form carrying the same terms and conditions in all respects (except in relation to the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with, the Class A3 Notes and/or the creation and issue of further Class A6 Notes (the Further Class A6 Notes) in bearer form carrying the same terms and conditions in all respects (except in relation to the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with, the Class A6 Notes and/or the creation and issue of further Class A7 Notes (the Further Class A7 Notes) in bearer form carrying the same terms and conditions in all respects (except in relation to the first Interest Period) as, and be subject to a guarantee from MBIA on substantially the same terms as the Second MBIA Financial Guarantee, and so that the same shall be consolidated and form a single series and rank pari passu with, the Class A7 Notes and/or the creation and issue of further Class A8 Notes (the Further Class A8 Notes and, together with the Further Class A3 Notes, the Further Class A6 Notes and the Further Class A7 Notes, the Further Class A Notes)) in bearer form carrying the same terms and conditions in all respects (except in relation to the first Interest Period) as, and be subject to a guarantee from MBIA, on substantially the same terms as the Second MBIA Financial Guarantee, and so that the same shall be consolidated and form a single series and rank pari passu with, the Class A8 Notes and/or the creation and issue of further Class B1 Notes (the Further Class B1 Notes) in bearer form carrying the same terms and conditions in all respects (except in relation to the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with, the Class B1 Notes and/or the creation and issue of further Class B2 Notes (the Further Class B2 Notes and, together with the Further Class B1 Notes, the Further Class B Notes) in bearer form carrying the same terms and conditions in all respects (except in relation to the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with, the Class B2 Notes and/or the creation and issue of further Class C1 Notes (the Further Class C1 Notes and the Further Class C Notes and together with, the Further Class A Notes and the Further Class B Notes, the Further Notes)) in bearer form carrying the same terms and conditions in all respects (except in relation to the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with, the Class C1 Notes , provided that: (i) the aggregate principal amount of all Further Notes to be issued on such date is not less than £5,000,000; (ii) such Further Notes are assigned the same ratings as are then applicable to the relevant class of Notes then outstanding and (in the case of the Further Class A7 Notes and the Further Class A8 Notes) the same Underlying Rating as are then applicable to the relevant class of Notes then outstanding by the Rating Agencies then rating the Notes; (iii) the Rating Agencies then rating the Notes confirm that the then current ratings of the Notes or the then current Underlying Rating of the Class A7 Notes and the Class A8 Notes will not be downgraded as a result of such issue of Further Notes; and (iv) an amount not exceeding the proceeds of the issue of such Further Notes will be on-lent by the Issuer to the Borrower pursuant to the provisions of the Issuer/Borrower Facility Agreement.

(b) Replacement Issues If the Issuer exercises its option to redeem in whole one or more classes of Notes pursuant to Condition 5(c)(iv), the Issuer shall have the right, without the consent of the Noteholders, but subject always to the provisions of these Conditions and the Trust Deed, to issue one or more

198 classes of replacement notes (the Replacement Notes) to replace one or more classes of the Notes each on terms which may differ from the terms of the class of Notes which it replaces provided that the class or classes of Notes to be replaced are redeemed in full in accordance with Condition 5(c)(iv) and the conditions to the issue of Further Notes as set out in Condition 16(a)(i), (iii) and (iv) are and will be met in respect of such issue of Replacement Notes.

(c) New Notes The Issuer shall be at liberty, without the consent of the Noteholders (but subject always to the provisions of the Trust Deed and the Second Guarantee and Reimbursement Agreement) to raise further funds from time to time and on any date by the creation and issue of new notes (the New Notes) in bearer form which may rank pari passu with the Class A Notes (or after the Class A Notes but ahead of, pari passu with or after the Class B Notes or after the Class B Notes but ahead of, pari passu with or after the Class C Notes) carrying terms which differ from the Class A Notes, the Class B Notes and the Class C Notes and which do not form a single series with the Class A Notes, the Class B Notes or the Class C Notes provided that the conditions to the issue of Further Notes as set out in Condition 16(a)(i), (iii) and (iv) are met in respect of the issue of such New Notes.

(d) Supplemental Trust Deeds and Security Any such Further Notes, Replacement Notes or New Notes will be constituted by a further deed or deeds supplemental to the Trust Deed and have the beneﬁt of security pursuant to the Issuer Deed of Charge as described in Condition 2.

(e) Notice to Noteholders The Issuer will cause notice of any issue of Further Notes, Replacement Notes or New Notes to be given to the Noteholders promptly in accordance with Condition 15.

17. Subordination and Deferral

(a) Interest Without prejudice to Condition 17(c), if, on any Interest Payment Date, the sums standing to the credit of the Issuer Transaction Account (excluding any Swap Excluded Amounts) on any Interest Payment Date (the Issuer Available Funds), after deducting the amounts ranking in priority to: (i) (in the case of the Class A8 Notes), the Class A8 Step-Up Amount; (ii) (in the case of the Class B Notes), interest on the Class B Notes; (iii) (in the case of the Class C1 Notes), interest on the Class C1 Notes (other than the Class C1 Step-Up Amounts); or (iv) (in the case of the Class C1 Notes), the Class C1 Step-Up Amount (as the case may be), (each such reduction being an Interest Residual Amount), are not sufficient to satisfy in full the aggregate amount of interest due and, subject to this Condition 17(a), payable in respect of (i), (ii), (iii) or (iv) (as the case may be) on such Interest Payment Date, there shall instead be payable on such Interest Payment Date a pro rata share of the Interest Residual Amount calculated by dividing such Interest Residual Amount by the Principal Amount Outstanding of the relevant class of Notes on such Interest Payment Date. In any such event, the Issuer shall create a provision in its accounts for the shortfall equal to the amount by which the aggregate amount of interest paid in respect of (i), (ii), (iii) or (iv) (as the case may be) on any Interest Payment Date in accordance with this Condition 17(a) falls short of the aggregate amount of interest payable in respect of (i), (ii), (iii) or (iv) (as the case may be) on that date pursuant to Condition 4. Any such shortfall shall itself accrue interest at the same rate as that payable in respect of the relevant class of Notes and shall be payable together with such accrued interest on any succeeding Interest Payment Date only if and to the extent that, on such Interest Payment Date, the relevant Issuer Available Funds, are sufficient to make such payment.

(b) Principal Without prejudice to Condition 17(c), if, on any Interest Payment Date, the Issuer Available Funds, after deducting the amounts ranking in priority to the payment of any principal in respect of the

199 Class B Notes or the Class C Notes (as the case may be) (the Principal Residual Amount), are not sufficient to pay in full the aggregate amount of principal due and, subject to this Condition 17(b), payable on the Class B Notes or the Class C Notes (as the case may be) on such Interest Payment Date, there shall instead be payable on such Interest Payment Date, by way of principal on each Class B Note or Class C Note (as the case may be), only a pro rata share of the Principal Residual Amount on such Interest Payment Date. In any such event, the Issuer shall create a provision in its accounts for the shortfall equal to the amount by which the aggregate amount of principal paid on the Class B Notes or the Class C Notes (as the case may be) on any Interest Payment Date in accordance with this Condition 17(b) falls short of the aggregate amount of principal payable on the Class B Notes or the Class C Notes (as the case may be) on that date pursuant to Condition 5. Such shortfall shall accrue interest at the same rate as that payable in respect of the Class B Notes or the Class C Notes (as the case may be) and shall be payable together with accrued interest on any succeeding Interest Payment Date only if and to the extent that on such Interest Payment Date the Issuer Available Funds, after deducting the amounts ranking in priority to the payment of any principal in respect of the Class B Notes or the Class C Notes (as the case may be), are sufficient to make such payment.

(c) General Any amounts of principal or interest in respect of the Notes otherwise payable under these Conditions (or which would have been payable but for an insufficiency of funds on any date) which are not paid by virtue of this Condition 17 together with accrued interest thereon shall (i) in respect of the Class B1 Notes become payable on the Interest Payment Date falling in June 2025 or on such earlier date as the Class B1 Notes become immediately due and repayable under Condition 5 or Condition 9; (ii) in respect of the Class B2 Notes become payable on the Interest Payment Date falling in June 2028 or on such earlier date as the Class B2 Notes become immediately due and repayable under Condition 5 or Condition 9 and (iii) in respect of the Class C1 Notes, the Class A8 Step-Up Amounts and the Class C1 Step-Up Amounts become payable on the Interest Payment Date falling in June 2035 or on such earlier date as the Class C1 Notes become immediately due and repayable under Condition 5 or Condition 9.

(d) Notiﬁcation As soon as practicable after becoming aware that any part of a payment of interest or principal on the Class B Notes, the Class C Notes, the Class A8 Step-Up Amounts after the Class A8 Step-Up Date only or the Class C1 Step-Up Amounts after the Class C1 Step-Up Date only will be deferred or that a payment previously deferred will be made in accordance with this Condition 17, the Issuer will give notice thereof to the relevant class of Noteholders in accordance with Condition 15 and, so long as any of the Notes are listed on the Luxembourg Stock Exchange, to the Luxembourg Stock Exchange and for so long as any of the Notes are listed on the Irish Stock Exchange, to the Irish Stock Exchange.

18. Governing Law The Trust Deed, the Issuer Deed of Charge, the Existing Notes Agency Agreement, the First New Notes Agency Agreement, the Second New Notes Agency Agreement, the other Transaction Documents and the Notes are governed by, and shall be construed in accordance with, English law (other than certain aspects of the Transaction Documents speciﬁcally relating to Scottish Assets, which are governed by, and shall be construed in accordance with, Scots law).

19. European Economic and Monetary Union

(a) Notice of redenomination The Issuer may, without the consent of the Noteholders, on giving at least 30 days’ prior notice to the Noteholders, the Note Trustee, the Paying Agent and MBIA, designate a date (the Redenomi- nation Date) being an Interest Payment Date under the Notes falling on or after the date on which the United Kingdom becomes a Participating Member State.

(b) Redenomination Notwithstanding the other provisions of these Conditions, with effect from the Redenomination Date:

200 (i) the Notes shall be deemed to be redenominated into euro in the denomination of euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in pounds sterling, converted into euro at the rate for conversion of such currency into euro established by the Council of the European Union pursuant to the Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) and, so far as practicable, to place the Issuer, the Note Trustee and the Noteholders in the same position each would have been in had redenomination not occurred; provided that, if the Issuer determines, with the agreement of the Note Trustee and (in respect of the Class A7 Notes and the Class A8 Notes) MBIA in the circumstances provided in the Second Guarantee and Reimbursement Agreement, that then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from that specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders, in accordance with Condition 15, each stock exchange (if any) on which the Notes are then listed and the Paying Agents of such deemed amendments and the date or dates on which such amendments are to take or took effect; (ii) if Notes have been issued in definitive form: (A) the payment obligations contained in all Notes denominated in pounds sterling will become void on the Euro Exchange Date but all other obligations of the Issuer thereunder (including the obligation to exchange such Notes in accordance with this Condition 19) shall remain in full force and effect; and (B) new Notes denominated in euro will be issued in exchange for Notes denominated in pounds sterling in such manner as the Paying Agent may specify and as shall be notified to the Noteholders in the Euro Exchange Notice; (iii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the pound sterling ceases to be a sub-division of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro by cheque drawn on, or by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any Member State of the European Communities; and (iv) a Note may only be presented for payment on a day which is a business day in the place of presentation. In this Condition 19, business day means, in respect of any place of presentation, any day which is a day on which commercial banks are open for general business in such place of presentation and which is also a day on which the TARGET system is operating.

(c) Interest Following redenomination of the Notes pursuant to this Condition 19: (i) where Notes have been issued in definitive form, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of the Notes presented for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (ii) the amount of interest payable in respect of each Note for any Interest Period shall be calculated by: (A) in the case of the Class A8 Notes and the Class C1 Notes, applying the relevant FRN Rate of Interest for such Interest Period to the principal amount of such Class A8 Note or Class C1 Note (as the case may be) during such Interest Period, multiplying the product by the actual number of days in such Interest Period divided by 360 and rounding the resulting figure down to the nearest euro 0.01; and (B) in the case of the Class A3 Notes, the Class A6 Notes, the Class B1 Notes and the Class B2 Notes, applying the relevant Rate of Interest to the principal amount of such Class A3 Note, Class A6 Note, Class A7 Note, Class B1 Note, or Class B2 Note, dividing the product by four and rounding the figure down to the nearest euro 0.01. If interest is required to be calculated for any other period, it will be calculated on the basis of the actual number of days elapsed divided by 365 (or, if any of the days elapsed fall in a leap year, the sum of the number of those days falling in a leap year divided by 366, and the

201 number of those days falling in a non-leap year divided by 365); provided, however, that, if the Issuer determines, with the agreement of the Note Trustee and (in respect of the Class A7 Notes and the Class A8 Notes) MBIA in the circumstances provided in the Second Guarantee and Reimbursement Agreement, that the market practice in respect of internationally offered euro denominated securities is different from that speciﬁed above, the above shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders, each stock exchange (if any) on which the Notes are then listed and the Paying Agent of such deemed amendment.

(d) Rate of Interest Following redenomination of the Notes pursuant to this Condition, the FRN Rate of Interest for any subsequent Interest Period shall be determined by the relevant Agent Bank in accordance with Condition 4(c)(iii).

(e) Interpretation In these Conditions: EMU means European Economic and Monetary Union; EMU Commencement Date means the date on which the United Kingdom adopts the euro as its lawful currency in accordance with the Treaty; euro means the single currency introduced at the start of the third stage of EMU pursuant to the Treaty; Euro Exchange Date means the date on which the Issuer gives notice (the Euro Exchange Notice’) to the Noteholders and the Note Trustee that replacement Notes denominated in euro are available for exchange; Participating Member State means a Member State of the European Communities which adopts the euro as its lawful currency in accordance with the Treaty; TARGET system means the Trans-European Automated Real-Time Gross Settlement Express Transfer system; and Treaty means the Treaty establishing the European Community, as amended.

20. Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

202 SUBSCRIPTION AND SALE Citigroup Global Markets Limited and The Royal Bank of Scotland plc (the Lead Managers) have, pursuant to a subscription agreement dated 29 July 2005 amongst the Lead Managers, MBIA, the Issuer, PGL, the Parent Guarantor and the Obligors (the Subscription Agreement), agreed to subscribe and pay for the Class A7 Notes at the issue price of 100 per cent. of their initial principal amount, the Class A8 Notes at the issue price of 100 per cent. of their initial principal amount and the Class C1 Notes at the issue price of 100 per cent. of their initial principal amount, on the terms and conditions set out therein. The Issuer will pay to the Lead Managers a selling and underwriting commission of 0.20 per cent. of the aggregate principal amount of the Class A7 Notes and the Class A8 Notes and a selling and underwriting commission of 0.35 per cent. of the aggregate principal amount of the Class C1 Notes. The obligations of the Lead Managers under the Subscription Agreement are subject to a number of conditions precedent and the Subscription Agreement may be terminated by the Lead Managers in certain circumstances prior to the issue of the Second New Notes by the Issuer. Each of the Issuer, MBIA, PGL, the Parent Guarantor and the Obligors has agreed to indemnify the Lead Managers against certain liabilities in connection with the issue of the Second New Notes or (in the case of MBIA) the Second MBIA Financial Guarantee. Reference should be made to the Subscription Agreement for a complete description of the restrictions on offers or sales of Second New Notes and on distribution of documents. Attention is also drawn to the information set out on the inside cover pages of this Offering Circular. Each Lead Manager has represented, warranted and undertaken in the Subscription Agreement that no action has been or will be taken in any jurisdiction by the Lead Managers that would or is intended to permit a public offering of the Second New Notes, or possession or distribution of the Offering Circular (in preliminary or ﬁnal form) or any other offering or publicity material relating to the Notes, in any country or jurisdiction where registration, consent, approval or any other action for that purpose is required. The distribution of this Offering Circular and the offer, sale and delivery of the Second New Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required to inform themselves about, and to observe, any such restrictions. United Kingdom Each Lead Manager has further represented to and agreed with the Issuer and each of the Obligors in the Subscription Agreement that: (a) during the period up to but excluding 1 July 2005, it has not offered or sold any Second New Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Second New Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect of anything done by it in relation to the Second New Notes in, from or otherwise involving the United Kingdom. United States Each of the Lead Managers has acknowledged and agreed that the Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or beneﬁt of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. Each of the Lead Managers has acknowledged and agreed that Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder.

203 Each of the Lead Managers has also represented and agreed in the Subscription Agreement that it has not offered, sold or delivered, and will not offer, sell or deliver, the Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Fourth Closing Date, within the United States or to, or for the account or benefit of, U.S. persons, except in accordance with Rule 903 of Regulation S under the Securities Act and, accordingly, that: (a) neither it nor any of its affiliates (including any person acting on its behalf or any of its affiliates) has engaged or will engage in any directed selling efforts with respect to the Notes; and (b) it and its affiliates have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act. Each Lead Manager has also undertaken in the Subscription Agreement that, at or prior to confirmation of sale, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration which purchases Notes from it during the restricted period a confirmation or notice in substantially the following form: ‘‘The Securities covered hereby have not been registered under the United States Securities Act of 1933 as amended (the Securities Act) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, (a) as part of their distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.’’ In addition: (a) each of the Lead Managers has represented and agreed that except to the extent permitted under United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) (the ‘‘D Rules’’) (i) it has not offered or sold, and during the restricted period that it will not offer or sell, any Notes in bearer form to a person who is within the United States or its possessions or to a United States person, and (ii) it has not delivered and will not deliver in definitive form within the United States or its possessions any Notes in bearer form that are sold during the restricted period; (b) each of the Lead Managers has further represented and agreed that it has, and throughout the restricted period it will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes in bearer form are aware that the Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; (c) if any of the Lead Managers is a United States person, such Lead Manager has represented that it is acquiring the Notes in bearer form for purposes of resale in connection with their original issue and if it retains Notes in bearer form for its own account, it will only do so in accordance with the requirements of United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(6); and (d) with respect to each affiliate of any Lead Manager which acquires Notes in bearer form from it for the purpose of offering or selling such Notes during the restricted period, the relevant Lead Manager has repeated and confirmed the representations and agreements contained in paragraphs (a), (b) and (c) on its behalf. Terms used in this paragraph have the meanings given to them by Regulation S and by the United States Internal Revenue Code of 1986, as amended, and regulations thereunder, including the D Rules. Each of the Lead Managers has acknowledged and agreed that the Notes may only be offered, sold, resold, delivered or transferred (i) outside the United States to a non-U.S. person in an offshore transaction in reliance on Rule 903 or 904 of Regulation S or (ii) within the United States after the date that is 40 days after the later of the commencement of the offering of the Notes and the Closing Date (the Distribution Compliance Period), pursuant to an applicable exemption from the registration requirements of the Securities Act and in accordance with any applicable securities law of any state of the United States.

Cayman Islands Each Lead Manager has represented and agreed that it has not and will not make any invitation to the public in the Cayman Islands to subscribe for the Second New Notes.

204 Luxembourg

Each Lead Manager has acknowledged and agreed that the Second New Notes may not be offered or sold to the public in or from Luxembourg unless the requirements of Luxembourg laws and regulations in respect of the public offering of securities have been fulﬁlled. Accordingly, no marketing material shall be distributed to the public in Luxembourg, unless permitted under Luxembourg law.

Ireland

Each Lead Manager has represented and agreed that it has complied and will comply with all applicable provisions of the Investment Intermediaries Act, 1995 of Ireland (as amended) with respect to anything done by it in relation to the Notes or operating in, or otherwise involving an offer of the notes to the public in Ireland including, without limitation section 9 and 23 thereof and any codes of conduct rules made under section 37 thereof.

France

Each Lead Manager has acknowledged, represented and agreed that:

(a) The Second New Notes have not been and will not be offered, marketed, distributed, sold, resold or otherwise transferred, directly or indirectly in the Republic of France or to the public in the Republic of France other than to qualified investors (investisseurs qualifies) acting for their own account and/or a limited circle of investors (cercle restreint d’investisseurs), all as defined in and in accordance with Article L. 411-2 of the French Code monétaire et financier and décret no. 98-880 dated 1 October 1998.

(b) The Second New Notes will not be subject to any approval by or registration (visa) with the French Autorité des Marchés Financiers.

(c) The direct or indirect offer, marketing, distribution, sale, re-sale or other transfer of the Second New Notes to the public in the Republic of France must comply with articles L. 411-1, L.411-2, L.412-1 and L.621-8 of the French Code monétaire et ﬁnancier.

(d) In respect of Second New Notes offered, marketed, distributed sold, resold or otherwise transferred to a limited circle of more than 100 investors (cercle restreint d’investisseurs)inthe Republic of France, each investor in such limited circle of investors (cercle restreint d’investisseurs) must certify his/her personal, professional or family relationship with one of the Directors.

General

Attention is also drawn to the information contained on pages 2 and 3 of this Offering Circular.

205 UNITED KINGDOM TAXATION AND EC DIRECTIVE The following comments apply only to persons who are the absolute beneﬁcial owners of Second New Notes and who hold the Second New Notes as investments and is a summary of the Issuer’s understanding of current law and H.M. Revenue & Customs’ practice in the United Kingdom as at the date of this document relating to certain aspects of United Kingdom taxation. There is also a brief discussion of Directive 2003/48/EC. The following comments are of a general nature only and therefore should be treated with appropriate caution. Some aspects do not apply to certain classes of person (such as dealers and persons connected with the Issuer) to whom special rules may apply. The following comments assume that there will be no substitution of the Issuer and does not consider the taxation consequences of any such substitution. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

A. INTEREST ON THE SECOND NEW NOTES

1. Payment of interest by the Issuer on the Second New Notes The Second New Notes issued by the Issuer will constitute ‘‘quoted Eurobonds’’ provided they are and continue to be listed on a ‘‘recognised stock exchange’’ as defined in section 841 of the Income and Corporation Taxes Act 1988 (the Act). On the basis of H.M. Revenue & Customs’ published interpretation of the relevant legislation, the Second New Notes will satisfy this requirement if they are listed by a competent authority in Ireland and are admitted to trading on a recognised stock exchange in that country. The Irish Stock Exchange is a recognised stock exchange for these purposes. Whilst the Second New Notes are and continue to be quoted Eurobonds, payments of interest on the Second New Notes may be made without withholding or deduction for or on account of United Kingdom income tax. Interest on the Second New Notes may also be paid without withholding or deduction on account of United Kingdom tax where at the time the payment is made the Issuer reasonably believes (and any person by or through whom interest on the Second New Notes is paid reasonably believes) that either: (a) broadly, the beneficial owner of the interest is within the charge to United Kingdom corporation tax as regards the payment of interest; or (b) the payment is made to one of the other classes of exempt bodies or persons set out in section 349B of the Act, provided that H.M. Revenue & Customs has not given a direction (in circumstances where it has reasonable grounds to believe that it is likely that none of the conditions specified in section 349B of the Act will be satisfied in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax. In all other cases, interest on the Second New Notes will fall to be paid under deduction on account of United Kingdom income tax at the lower rate (currently 20 per cent.), subject to any direction to the contrary by H.M. Revenue & Customs under an applicable double taxation treaty. The above description of the United Kingdom withholding tax position assumes that there will be no substitution of the Issuer and does not consider the tax consequences of any such substitution. Noteholders who are individuals may wish to note that H.M. Revenue & Customs has power to obtain information (including the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays interest to or receives interest for the benefit of an individual. It may be possible for H.M. Revenue & Customs to also obtain the same information in relation to payments made by the Parent Guarantor under the Parent Guarantee and payments made by MBIA under the Financial Guarantee. Information so obtained may, in certain circumstances, be exchanged by H.M. Revenue & Customs with the tax authorities of other jurisdictions.

2. Direct Assessment Interest on the Second New Notes constitutes United Kingdom source income for United Kingdom tax purposes and, as such, may be subject to income tax by direct assessment even where paid without withholding.

206 However, interest with a United Kingdom source received without deduction or withholding on account of United Kingdom tax will not be chargeable to United Kingdom tax in the hands of a Noteholder (other than certain trustees) who is not resident for tax purposes in the United Kingdom unless that Noteholder carries on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency or, in the case of a corporate holder, a permanent establishment in connection with which the interest is received or to which the Second New Notes are attributable. There are exemptions for interest received by certain categories of agent (such as some brokers and investment managers). The provisions of an applicable double taxation treaty may also be relevant for such Noteholders. B. PAYMENTS BY THE PARENT GUARANTOR 3. If the Parent Guarantor makes any payments in respect of interest on the Second New Notes (or other amounts due under the Second New Notes other than the repayment of amounts subscribed for the Second New Notes) such payments may be subject to United Kingdom withholding tax which may be either at the lower rate (currently 20 per cent.) or at the basic rate (currently 22 per cent.) or may not be subject to any withholding tax at all. If such payments are subject to United Kingdom withholding tax they may not be eligible for the exemptions described in paragraph 1 above. The application of any United Kingdom withholding tax may be subject to relief under the provisions of an applicable double taxation treaty. Under the terms of the Parent Guarantee, if any payments by the Parent Guarantor are made subject to a deduction of United Kingdom tax, the Parent Guarantor will not be obliged to pay any additional amounts in relation thereto. C. PAYMENTS MADE UNDER THE MBIA FINANCIAL GUARANTEE 4. If MBIA makes any payments in respect of interest on the Class A7 and/or the Class A8 Notes (or other amounts due under the Class A7 and/or the Class A8 Notes other than the repayment of amounts subscribed for the Class A7 and/or the Class A8 Notes) such payments may be subject to United Kingdom withholding tax which may be either at the lower rate (currently 20 per cent.) or at the basic rate (currently 22 per cent.) or may not be subject to any withholding tax at all. If such payments are subject to United Kingdom withholding tax they may not be eligible for the exemptions described in paragraph 1 above. The application of any United Kingdom withholding tax may be subject to relief under the provisions of an applicable double taxation treaty. Under the terms of the Second MBIA Financial Guarantee, if any payments by MBIA are made subject to a deduction of United Kingdom tax, MBIA will not be obliged to pay any additional amounts in relation thereto. D. UNITED KINGDOM CORPORATION TAX PAYERS 5. In general Noteholders which are within the charge to United Kingdom corporation tax (other than investment trusts, venture capital trusts, authorised unit trusts and open ended investment companies) will be treated for tax purposes as realising profits, gains or losses (including exchange gains and losses) in respect of the Notes on a basis which is broadly in accordance with their statutory accounting treatment so long as the accounting treatment is in accordance with, for accounting periods beginning on or before 31 December 2004, a mark to market basis or an accruals basis which is authorised for tax purposes or, for accounting periods beginning on or after 1 January 2005, generally accepted accounting practice as that term is defined for tax purposes. Noteholders that are investment trusts, venture capital trusts, authorised unit trusts or open ended investment companies will be subject to the same taxation treatment in respect of the Notes as other Noteholders that are within the charge to United Kingdom corporation tax, other than with respect to profits, gains or losses carried to or sustained by a capital reserve in the case of investment trusts and venture capital trusts, and other than with respect to profits, gains or losses which fall to be dealt with under certain headings for gains/losses in the statement of total return for the accounting period in respect of the Notes in the case of authorised unit trusts and open ended investment companies (or for those investment trusts, venture capital trusts, authorised unit trusts or open ended investment companies preparing accounts in accordance with international accounting standards, profits, gains or losses specified by order made by the Treasury). Such capital profits, gains or losses will not be brought into charge to United Kingdom corporation tax. Proposed new legislation may affect the tax treatment of authorised unit trusts and open ended investment companies described above.

207 E. OTHER UNITED KINGDOM TAX PAYERS

6. Taxation of Chargeable Gains

The Second New Notes may not constitute qualifying corporate bonds because there is provision for the Second New Notes to be redeemed in or redenominated in euros. Therefore, a disposal (including a redemption) of Second New Notes by a Noteholder who is not subject to United Kingdom corporation tax in respect of the Second New Notes and who either is resident or ordinarily resident in the United Kingdom or carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Second New Notes are attributable, may give rise to a chargeable gain or allowable loss for the purposes of the United Kingdom taxation of chargeable gains.

7. Accrued Income Scheme

The provisions of the accrued income scheme as set out in Chapter II of Part XVII of the Act may apply in relation to a transfer of Second New Notes by certain Noteholders who are not subject to United Kingdom corporation tax. If such a transfer is made with accrued interest, the scheme usually applies to deem the transferor to receive an amount of income equal to the accrued interest. Generally, persons who (i) are neither resident nor ordinarily resident in the United Kingdom and (ii) do not carry on a trade in the United Kingdom through a branch or agency to which the Second New Notes are attributable, will not be subject to the provisions of the scheme.

The Class A8 and C1 Notes will be variable rate securities for the purposes of the accrued income scheme. In relation to a disposal of the Class A8 and C1 Notes, under the rules of the accrued income scheme, such a Noteholder will be chargeable to tax on income in respect of interest which is deemed to have accrued since the last interest payment date in such an amount as is just and reasonable. A transferee of a Class A8 or C1 Note will not be entitled to any corresponding relief in respect of that amount under the accrued income scheme.

F. STAMP DUTY AND STAMP DUTY RESERVE TAX (SDRT)

8. No United Kingdom stamp duty or SDRT is payable on the issue or a transfer by delivery of the Second New Notes in bearer form.

G. EC DIRECTIVE

9. Directive 2003/48/EC provides for the tax authorities of the Member States to provide each other with details of payments of interest and similar income made to individuals but permits Austria, Belgium and Luxembourg instead to impose a withholding tax on the payments concerned for a ‘‘transitional period’’ (although it also provides that no such withholding tax should be levied where the beneficial owner of the payment authorises an exchange of information and/or where the beneficial owner presents a certificate from the tax authority of the Member State in which the beneficial owner is resident). The Directive does not preclude Member States from levying other types of withholding tax.

208 CAYMAN ISLANDS TAXATION Under existing Cayman Islands laws: (i) payments in respect of the Second New Notes will not be subject to taxation in the Cayman Islands and no withholding will be required on such payments to any holder of a Second New Note and gains derived from the sale of Second New Notes will not be subject to income or corporation tax in the Cayman Islands. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax; and (ii) the holder of any Second New Note (or the legal personal representative of such holder) whose Second New Note is brought into the Cayman Islands may in certain circumstances be liable to pay Cayman Islands stamp duty in respect of such Second New Note. In addition, any instrument transferring title to a Second New Note in registered form, if brought into or executed in the Cayman Islands would be subject to Cayman Islands stamp duty. The Issuer has been incorporated under the laws of the Cayman Islands as an exempted company and, as such, has applied for and obtained an undertaking from the Governor in Council of the Cayman Islands in the following form:

‘‘THE TAX CONESSIONS LAW (1995 REVISION) UNDERTAKING AS TO TAX CONCESSIONS In accordance with Section 6 of the Tax Concessions Law (1995 Revision) the Governor in Council undertakes with:

PUBMASTER FINANCE LIMITED ‘‘the Company’’ (a) that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciation shall apply to the Company or its operations; and (b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares debentures or other obligations of the Company; or (ii) by way of the withholding in whole or in part of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (1995 Revision). These concessions shall be for a period of TWENTY years from the 1st day of June 1999.

GOVERNOR IN COUNCIL’’

209 GENERAL INFORMATION 1. The issue of the Second New Notes has been authorised by a resolution of the board of directors of the Issuer passed on 29 July 2005. 2. Application has been made to the Irish Stock Exchange for admission of the Notes to the official list of the Irish Stock Exchange (the Official List), subject to the listing rules of the Irish Stock Exchange. The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EC. The listing of the Notes is expected to be granted on or around 1 August, 2005. Application has been made to the IFSRA for approval of the prospectus. 3. The Second New Notes and the Existing Fixed Rate Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg as follows:

Common Code ISIN Class A3 Notes ...... 9904174 XS0099041740 Class A6 Notes ...... 015812133 XS0158121334 Class A7 Notes ...... 022631993 XS0226319936 Class A8 Notes ...... 022632019 XS0226320199 Class B1 Notes...... 9904182 XS0099041823 Class B2 Notes...... 015812184 XS0158121847 Class C1 Notes...... 022632027 XS0226320272 4. Transactions will normally be effected for settlement in sterling and for delivery on the third working day after the date of the transaction. 5. None of the Issuer, the Parent Guarantor or any other member of the New Securitisation Group is involved in any governmental, legal or arbitration proceedings which may have, or have had, since their respective date of incorporation, a significant effect on their respective financial positions nor is the Issuer aware that any such proceedings are pending or threatened. 6. Since the date of its incorporation, the Issuer has not entered into any material contracts other than the Subscription Agreement, subscription agreements relating to the Existing Fixed Rate Notes and Existing Floating Rate Notes and the other contracts described in this Offering Circular to which it is party, being the only contracts entered into by the Issuer outside its ordinary course of business. 7. The auditors of the Issuer, the Parent Guarantor, the Borrower and each Obligor (the Relevant Companies) are Ernst & Young LLP of One Colmore Row, Birmingham B3 2DB. The statutory auditors of the Relevant Companies for the period ended 28 September 2003 were Pricewater- houseCoopers LLP of 89 Sandyford Road, Newcastle Upon Tyne, NE 99 1PL and for the period ended 21 August 2004 were Ernst & Young LLP of One Colmore Row, Birmingham B3 2DB. The respective auditors audited each of the Relevant Companies’ accounts, without qualification, in accordance with generally accepted auditing standards in the United Kingdom. Each of the auditors is a member of the Institute of Chartered Accountants in England and Wales. 8. The auditors of MBIA are PricewaterhouseCoopers LLP of 32 London Bridge Street, London SE1 9SY, who have audited MBIA’s accounts, without qualification, in accordance with generally accepted auditing standards in the United Kingdom for each of the two financial years ended on 31 December 2004. PricewaterhouseCoopers LLP is a member of the Institute of Chartered Accountants in England and Wales. 9. Save as disclosed in this Offering Circular, MBIA is not, and has not been, involved in any governmental, legal or arbitration proceedings which may have, or have had, in the 12 months prior to the date of this Offering Circular a significant effect on the financial position of MBIA, nor is MBIA aware that any such proceedings are pending or threatened. 10. The MBIA UK Insurance Limited website referred to on page 360 of this Offering Circular does not form part of this Offering Circular. 11. DTZ has given and has not withdrawn its written consent to the issue of this Offering Circular with the inclusion herein of the Fourth Valuation Certificate in the form and context in which it appears and the references to DTZ and its name in the form and context in which they appear. 12. Save as disclosed in this Offering Circular, since 21 August 2004 (being the date the most recent audited accounts were prepared), there has been no material adverse change in the financial

210 position or prospects of the Issuer, and no significant change in the trading or financial position of the Issuer. Save as disclosed herein, since 21 August 2004 (being the date the most recent audited accounts were prepared), there has been no material adverse change in the financial position or prospects of the New Securitisation Group (including, for the avoidance of doubt, the Borrower and the Parent Guarantor) and no significant change in the trading or financial position of the New Securitisation Group (including, for the avoidance of doubt, the Borrower and the Parent Guarantor). No such statement is made with respect to any company of the Punch Group which falls outside of the New Securitisation Group. 13. Save as disclosed in this Offering Circular, since 31 December 2004 (being the date of the most recent unaudited accounts of MBIA) there has been no material adverse change in the financial position or prospects of MBIA and no significant change in the trading or financial position of MBIA. 14. Save as disclosed in this Offering Circular, the Issuer has no outstanding loan capital, borrowings, indebtedness or contingent liabilities, nor has the Issuer created any mortgages, charges or given any guarantees. 15. Neither the Issuer nor any other member of the New Securitisation Group will publish interim accounts. The financial year end in respect of each Obligor is 20 August 2005 for this year and 19 August 2006 for next year. The Issuer will produce non-consolidated audited financial statements in respect of each financial year and will not produce consolidated audited financial statements. 16. MBIA will produce non-consolidated audited financial statements in respect of each financial year. 17. The Issuer was incorporated under the Companies Law (1998) Revision (now the 2004 Revision) of the Cayman Islands. 18. There are no restrictions on the Lead Managers, inter alios, acquiring Notes and/or providing investment advice and/or financing to or for third parties. Consequently conflicts of interest may exist or may arise as a result of the Lead Managers having different roles in this transaction and/or carrying out other transactions for third parties. 19. Cayman Islands company law combined with the holding structure of the Issuer, covenants made by the Issuer in the Transaction Documents and the role of the Note Trustee and the Issuer Security Trustee are together intended to prevent any abuse of control of the Issuer. English company law combined with the holding structure of the Borrower, covenants made by the Borrower in the Transaction Documents and the role of the Borrower Security Trustee are together intended to prevent any abuse of control of the Borrower. English company law combined with the holding structure of the Parent Guarantor, covenants made by the Parent Guarantor in the Transaction Documents and the role of the Issuer Security Trustee are together intended to prevent any abuse of control of the Parent Guarantor. 20. The total expenses relating to the admission of trading of the Second New Notes are estimated at £10,000,000. 21. The percentage of the financial indebtedness represented by the Issuer/Borrower Facility (and, therefore, indirectly the Notes) to the market value of the portfolio of Pubs, as at the date of this Offering Circular, is approximately 75.6 per cent. There is no obligation on any member of the New Securitisation Group or any other person mentioned in this Offering Circular to provide an updated figure for this percentage at any time and no member of the New Securitisation Group has covenanted to maintain this percentage at this or any other level. 22. Copies of the following documents may be inspected during usual business hours (in physical format) at the specified offices of the Luxembourg Paying Agent (for so long as any of the Notes are listed on the Luxembourg Stock Exchange) and the Irish Paying Agent (for so long as any of the Notes are listed on the Irish Stock Exchange) and at the registered office of the Issuer for so long as any Notes remain outstanding from the date of this document: (a) the Memorandum and Articles of Association of the Issuer and each other member of the Securitisation Group; (b) the financial statements of the Issuer, the Parent Guarantor, the Borrower and each Obligor for the periods ended 28 September 2003 and 21 August 2004; (c) the annual non-consolidated audited financial statements of the Issuer and the annual consolidated audited financial statements of the Parent Guarantor as and when produced;

211 (d) MBIA’s Memorandum and Articles of Association; (e) the financial statements of MBIA dated 31 December 2004 and the auditor’s report thereon; (f) the annual audited financial statements of MBIA as and when produced; (g) the Fourth Valuation Certificate; (h) prior to the Fourth Closing Date, drafts (subject to modification) and, after the Fourth Closing Date, copies of the following documents: (i) the Amended and Restated Master Definitions and Construction Schedule; (ii) the Fourth Supplemental Trust Deed; (iii) the Second New Notes Agency Agreement; (iv) the Second MBIA Financial Guarantee; and (v) the Third Supplemental Parent Guarantor Deed of Charge. 23. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to the Notes and is not itself seeking admission the Official List of the Irish Stock Exchange or to trading on the Irish Stock Exchange for the purposes of the Prospectus Directive.

212 INDEX TO FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

1. APPENDIX 1: MANAGEMENT ACCOUNTS PAGE Management Accounts for the New Securitisation Group for 214 the 32 weeks ended 2 April 2005 2. APPENDIX 2: AUDITED ACCOUNTS FOR THE PERIOD ENDED 21 AUGUST 2004 2.1 Entity report and financial statements for Punch Taverns 215 (PML) Limited (formerly Pubmaster Limited) 2.2 Entity report and financial statements for Punch Taverns 239 (PMH) Limited (formerly Pubmaster Holdings Limited) 2.3 Entity report and financial statements for Pubmaster Finance 247 Limited 2.4 Entity report and financial statements for Punch Taverns 261 (SPML) Limited (formerly Sister of Pubmaster Limited) 3. APPENDIX 3: AUDITED ACCOUNTS FOR THE PERIOD ENDED 28 SEPTEMBER 2003 3.1 Entity report and financial statements for Pubmaster Limited 280 3.2 Consolidated report and financial statements for Pubmaster 297 Holdings Limited 3.3 Entity report and financial statements for Pubmaster Finance 324 Limited 3.4 Entity report and financial statements for Sister of Pubmaster 339 Limited (formerly Velvetbright Limited) 4. APPENDIX 4: DESCRIPTION OF 2004/5 EBITDA ‘‘RUN-RATE’’ 354 CALCULATION 5. APPENDIX 5: TRANSITIONAL COVENANT STEP-DOWN TABLE 355 6. APPENDIX 6: MBIA FINANCIAL STATEMENTS 356 7. APPENDIX 7: SUMMARY OF CERTAIN DIFFERENCES BETWEEN UK 369 GAAP AND IFRS 8. APPENDIX 8: VALUATION CERTIFICATE 8.1 Valuation Report 372 8.2 Appendix I: Portfolio 386 8.3 Appendix II: InnSpired Sample 441 8.4 Appendix II: Pubmaster Sample 444

213 APPENDIX 1

New Securitisation Group Management Accounts for the 32 weeks ended 2 April 2005 Below is an extract of the management accounts of the New Securitisation Group:

32 weeks ended 2 April 2005

Number of pubs(1)...... 3,176 Turnover (£m) ...... 180 Turnover per pub (£000) ...... 56.70 Gross proﬁt (£m)...... 109 Gross proﬁt per pub (£000)...... 34.49 Overheads (£m) ...... (15) EBITDA (£m) (2)...... 94 EBITDA per pub (£000) ...... 29.57

(1) Number of pubs as at 2 April 2005. (2) Excludes exceptional items, non-recurring items, depreciation and amortization. The above management accounts for the 32 weeks ended 2 April 2005 have been compiled by consolidating information for the following portfolios of Pubs that make up the New Securitisation Group, consisting of 3,176 pubs in total: ● 1,487 Pubs remaining in Borrower; ● 1,026 Pubs transferred in from Sister; ● 471 Pubs transferred in from the InnSpired Sub-Group ● 147 Pubs transferred in from the Centrum Sub-Group; ● 40 Pubs transferred in from PGRP; and ● 5 Pubs transferred in from the Jubilee Sub-Group.

Borrower, Sister, PGRP and the Centrum and Jubilee Sub-Groups For 32 weeks ended 2 April 2005, the ﬁnancial information has been extracted from the relevant Company or Sub-Group’s management accounts for the 32 weeks ended 2 April 2005 (i.e. to within a tolerance of <1 per cent.), to which company level adjustments to beer gross margin, non-beer gross margin and other operating costs and an allocation of central overheads have been applied in arriving at an EBITDA per pub.

InnSpired Sub-Group Management Accounts for the InnSpired Sub-Group cover only the 29 weeks ended 2 April 2005. It has therefore been necessary to adjust these Management Accounts for the additional three week period before extracting the relevant ﬁnancial information, to which an allocation of central overheads has been applied in arriving at an EBITDA per pub.

214 APPENDIX 2

2.1

Punch Taverns (PML) Limited

(formerly Pubmaster Limited)

Report and Financial Statements

21 August 2004

215 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Registered No. 3321199

Directors R Gundry (resigned 1 December 2003) J R Sands (resigned 1 December 2003) R Turnbull (resigned 1 December 2003) N A Sammons (resigned 1 December 2003) D J Kemp (appointed 1 December 2003) R J McDonald (appointed 1 December 2003) F A Patton (appointed 1 December 2003) N D Preston (appointed 1 December 2003) A G Thompson (appointed 1 December 2003) G A Thorley (appointed 1 December 2003) W J Walker (appointed 1 December 2003)

Secretary S C Rudd

Auditors Ernst & Young LLP 1 Colmore Square Birmingham B4 6HQ

Bankers Barclays Bank PLC 15 Colmore Row Birmingham B3 2EP

Solicitors Slaughter & May One Bunhill Row London EC1Y 8YY

Registered office Jubilee House Second Avenue Burton Upon Trent Staffordshire DE14 2WF

216 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Directors’ Report

The directors present their report and ﬁnancial statements for the 47 week period ended 21 August 2004.

Change of Name

On 2 September 2004 a written resolution was passed to change the company name from Pubmaster Limited to Punch Taverns (PML) Limited.

Results and Dividends

The loss for the period after taxation amounted to £14,093,000 (52 week period ended 28 September 2003: loss of £741,000). This is stated after exceptional items of £30,226,000 (2003: £3,368,000). The directors do not recommend the payment of a dividend (2003: £Nil).

Principal Activity and Review of the Business

On 1 December 2003 the ultimate parent company, Pubmistress Limited, was acquired by the Punch Taverns group.

The company’s principal activity during the period was the operation of public houses; letting the public houses to tenants/lessees through tenancy and lease agreements. The agreements provide that the company derives income from three main sources, namely: the wholesale supply of beer and other products, rent from the tenants/lessees and a share of the proﬁts from gaming machines sited in public houses.

Directors and Their Interests

The directors of the company who served during the period are listed above.

The beneﬁcial interests of Directors, who held office at 21 August 2004 in the shares of the ultimate parent undertaking, Punch Taverns plc, are shown below:

At 28 September 2003 or At 21 August 2004 date of appointment if later Ord Ord Share Ord Ord Share Shares Options Shares Options D Kemp 28,139 154,871 27,845 149,953 R McDonald 47,203 320,650 46,909 302,328 F Patton 17,611 145,371 17,317 149,953 N Preston 1,044 60,587 1,000 72,267 A Thompson 47,274 163,470 46,980 157,685 G Thorley 138,044 5,314,004 137,750 6,400,649 W Walker 294 145,168 — 123,712

217 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Directors’ Report (continued) SAYE Share Option Scheme

At 28 September Granted 2003 or date of during the Lapsed during At 21 August appointment if later period the period 2004 D Kemp —— — — R McDonald 8,275 ——8,275 F Patton 9,894 ——9,894 N Preston 9,894 ——9,894 A Thompson 5,692 ——5,692 G Thorley 4,750 ——4,750 W Walker 4,750 ——4,750

More details on the SAYE Share Option Scheme can be found in Punch Taverns plc Annual Report and Financial Statements 2004. Disabled Employees The company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulﬁlled by handicapped or disabled persons. Where existing employees become disabled, it is the company’s policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion wherever appropriate. Employee Involvement The company recognises the value of its employees and seeks to create an energetic, dynamic and responsive environment in which to work. It places considerable importance on communications with employees which take place at many levels through the organisation on both a formal and informal level. Employees are entitled to participate in the success of the business through the ultimate parent company’s employee share scheme. Creditor Payment Policy and Practice It is the company policy that payments to suppliers are made in accordance with those terms and conditions agreed between the company and its suppliers, provided that all trading terms and conditions have been complied with. At 21 August 2004 the company had an average of 65 days (28 September 2003: 124 days) purchases outstanding in trade creditors. Auditors During the year PricewaterhouseCoopers LLP resigned as auditors of the company and Ernst & Young LLP were appointed to ﬁll the vacancy arising. A resolution for the reappointment of Ernst & Young LLP as auditors of the company will be proposed at the annual general meeting.

On behalf of the Board

R J McDonald Director 20 May 2005

218 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Statement of Directors’ Responsibilities in Respect of the Financial Statements Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: (a) select suitable accounting policies and then apply them consistently (b) make judgements and estimates that are reasonable and prudent (c) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and (d) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

219 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Independent Auditors’ Report to the Members of punch Taverns (PML) LTD We have audited the company’s financial statements for the period ended 21 August 2004 which comprise the Profit and Loss Account, the Statement of Total Recognised Gains and Losses, the Balance Sheet and the related notes 1 to 23. These financial statements have been prepared on the basis of the accounting policies set out therein. This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As described in the Statement of Directors’ Responsibilities the company’s directors are responsible for the preparation of the financial statements in accordance with United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and transactions with the company is not disclosed. We read the Directors’ Report and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company as at 21 August 2004 and of its loss for the period then ended and have been properly prepared in accordance with the Companies Act 1985.

Ernst & Young LLP Registered Auditor Birmingham 20 May 2005

220 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Profit and Loss Account for the 47 week period ended 21 August 2004

Notes 47 week period ended 21 August 2004 52 week period ended 28 September 2003 Before Before exceptional Exceptional exceptional Total Exceptional items Total Items items As restated Items As restated £000 £000 £000 £000 £000 £000 TURNOVER 2 124,744 — 124,744 133,973 — 133,973 Cost of Sales (52,088) — (52,088) (56,404) — (56,404) GROSS PROFIT 72,656 — 72,656 77,569 — 77,569 Administrative Expenses 3 (28,908) (14,328) (14,580) (28,737) (4,743) (23,994)

OPERATING PROFIT 4 43,748 (14,328) 58,076 48,832 (4,743) 53,575

Loss on sale of ﬁxed assets (461) — (461) (2,667) — (2,667) Interest Receivable 7 32,062 — 32,062 30,267 — 30,267 Interest Payable 8 (71,784) — (71,784) (74,281) (69) (74,212)

PROFIT ON ORDINARY 3,565 (14,328) 17,893 2,151 (4,812) 6,963 ACTIVITIES BEFORE TAXATION Tax on proﬁt on ordinary activities 9 (17,658) (15,898) (1,760) (2,892) 1,444 (4,336)

(LOSS) / PROFIT FOR THE PERIOD 18 (14,093) (30,226) 16,133 (741) (3,368) 2,627

The prior year proﬁt and loss account has been restated to include certain reclassiﬁcations to Turnover, Cost of Sales, Administrative Expenses, interest receivable and interest payable in order to be consistent with the approach adopted by Punch Taverns plc and its subsidiary companies.

221 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Statement of Total Recognised Gains and Losses for the 47 week period ended 21 August 2004

47 week 52 week period ended period ended 21 August 28 September 2004 2003 £000 £000 Loss for the period (14,093) (741) Total recognised gains and losses for the period (14,093) (741)

Prior year adjustment (see note 1) 218,692

Total gains since last annual report 204,599

222 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Balance Sheet at 21 August 2004

Notes 21 August 28 September 2004 2003 £000 £000 As restated Fixed Assets Tangible Assets 10 654,009 646,171 Investments 11 141,761 141,761 795,770 787,932 Current Assets Debtors – amount falling due within one year 12 25,254 50,314 Debtors – amounts falling due after more than one year 12 515,691 524,521 Cash at bank and in hand 30,227 41,940 571,172 616,775 Creditors: amounts falling due within one year 13 (231,196) (198,355)

Net Current Assets 339,976 418,420

Total Assets Less Current Liabilities 1,135,746 1,206,352 Creditors: amounts falling due after more than one year 14 (956,563) (1,016,955) Provisions for Liabilities and Charges 15 (3,879) —

Net Assets 175,304 189,397

Capital and Reserves Called up share capital 17 — — Revaluation reserve 18 218,686 218,686 Proﬁt and loss account 18 (43,382) (29,289) Total Equity Shareholders’ Funds 18 175,304 189,397

The prior year balance sheet has been restated in order to bring the accounting policies in line with the approach adopted by the Punch Taverns group as detailed in note 1.

R J McDonald Director 20 May 2005

223 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004

1. Accounting Policies 1. Basis of preparation These financial statements are prepared under the historical cost convention, as modified by the revaluation of certain properties, the accounting policies set out below and in accordance with applicable accounting standards. 2. Change of accounting policy Comparative figures have been restated to reflect a change of accounting policy with regard to the valuation of fixed assets. The accounting policy has been changed to bring the policy in line with the approach adopted by Punch Taverns Plc and its subsidiary companies and is detailed below. The impact of the change in policy is to increase brought forward fixed assets by £218,692,000 and create a revaluation reserve of £218,686,000 and decrease the deficit on the profit and loss account reserve by £6,000. 3. Group financial statements The company is exempt from preparing and delivering group financial statements under s228 of the Companies Act 1985 (subsidiary of an EU parent). The financial statements present information about the company as an individual undertaking and not part of the group as a whole. 4. Turnover Turnover, which is stated net of value added tax, represents amounts charged to third parties. Turnover is attributable to the letting of public houses to independent publicans and the wholesale supply of beer and other products to those publicans, and a share of income from gaming machines sited in pubs. 5. Tangible fixed assets and depreciation Valuation Trading properties are revalued professionally by independent valuers on a five-year rolling basis. Surpluses arising from the professional valuation of the licensed estate are taken directly to the revaluation reserve. Valuation surpluses realised on sale are transferred from the revaluation reserve to the profit and loss account reserve. Any deficit arising from the professional valuation of properties is taken directly to the revaluation reserve until the carrying amount reaches historical cost and thereafter, deficits below historical costs are charged to the profit and loss account except to the extent that the value in use exceeds the valuation in which case this is taken to the revaluation reserve.

Depreciation It is the company’s policy to maintain the properties comprising the licensed estate in such a condition that the residual values of the properties, based on prices prevailing at the time of acquisition or subsequent revaluation, are at least equal to their book values. The primary responsibility for the maintenance of such properties, ensuring that they remain in sound operational condition, is normally that of the lessee as required by their lease contracts with the company. Having regard to this, it is the opinion of the Directors that depreciation of any such property as required by the Companies Act 1985 and generally accepted accounting practice would not be material. It is the opinion of the Directors that it is not practical or appropriate to separate from the value of the buildings the value of long life ﬁxtures and ﬁttings, which are an integral part of the buildings. This approach is supported by the opinion of an independent external adviser.

224 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 1. Accounting Policies (continued)

Landlord’s fixtures and fittings include removable items, which are generally regarded as within landlord ownership. These are depreciated in accordance with the policy detailed below. An annual impairment review is carried out on all properties in accordance with FRS 11 and FRS 15. Depreciation is provided on other tangible fixed assets at rates calculated to write off the cost less estimated residual value of each asset evenly over its expected useful life, as follows:

Short leasehold properties — over the lease term Landlord’s fixtures and fittings — 5 years Office furniture and fittings — 5 years Information technology developments — over 3 to 10 years Information technology equipment — 3 years Motor vehicles — 5 years Assets held for resale Assets held for resale are stated at the lower of cost and net realisable value. 6. Leasing commitments Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the lease term. 7. Pension costs Contributions to defined contribution schemes are charged to the profit and loss account as incurred. The company operates a funded pension scheme providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the company. Contributions to the scheme are charged to the profit and loss account so as to spread the cost of pensions over employees’ working lives with the company. 8. Taxation Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantially enacted at the balance sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted. Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, or gains on disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold. Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

225 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 1. Accounting Policies (continued)

9. Cash ﬂow statement

The company is a wholly-owned subsidiary of Punch Taverns plc and is included in the consolidated ﬁnancial statements of Punch Taverns plc, which are publicly available. Consequently, the company has taken advantage of the exemption from preparing a cash ﬂow statement under the terms of FRS 1 (revised 1996).

10. Investments

Investments held as ﬁxed assets are carried at cost less any provision for permanent diminution in value.

11. Capital instruments

Shares are included in shareholders’ funds. Other instruments are classified as liabilities if they contain an obligation to transfer economic benefits and if not they are included in shareholders’ funds. The finance cost recognised in the profit and loss account in respect of capital instruments other than equity shares is allocated to periods over the term of the instrument at a constant rate on the carrying amount.

Derivative financial instruments are held to reduce exposure to interest rate movements. To qualify as a hedge the financial instrument must be related to actual borrowings or a probable commitment and must reduce the risk of interest rate movements. Gains and losses arising on these financial instruments are deferred and recognised in the profit and loss account only when the hedged transaction has itself been reflected in the company’s financial statements.

The cost or income associated with caps and ﬂoors is recognised over the lesser of their duration or the period of the loans to which they relate, so as to give a constant proportion of the related loan notes outstanding. In respect of interest rate swaps, interest differentials are recognised by accruing for net interest payable or receivable.

Interest rate caps, floors or swaps are not revalued to fair value if they are being used for hedging purposes. If an instrument, which was being used as a hedge, is terminated early the gain or loss arising is spread over the remaining maturity of the original instrument. If an instrument ceases to be accounted for as a hedge because the underlying financial position is eliminated, the instrument is marked to market and any resulting profit or loss recognised at that time.

2. Turnover

The company’s turnover and proﬁt on ordinary activities before taxation are derived wholly within the United Kingdom from its principal activity.

2004 2003 £000 £000 Turnover includes property rentals of: 23,822 26,873

226 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 3. Administrative Costs This is stated after charging:

2004 2003 £000 £000 Recurring administrative costs 14,580 23,994 Exceptional administrative costs 14,328 4,743 Total operating costs 28,908 28,737

The exceptional charges in 2004 relate to the acquisition of the group by the Punch Taverns group and are principally payments for redundancy and integration costs of £4,542,000 and changes in accounting estimations of £9,786,000. The tax impact of exceptional items is £4,298,000 (2003: £1,444,000). In 2003 the exceptional operating charges relate to £281,000 of reorganisation costs and £4,462,000 relating to the write down of the investment in subsidiary undertaking to the recoverable amount. 4. Operating Profit This is stated after charging: 2004 2003 £000 £000 Depreciation – owned assets 4,644 3,045 Auditors remuneration - Audit services 62 40 - Non audit services 24 15 Operating lease rentals - Land and Buildings 1,391 3,623 - Plant and machinery 892 2,940

5. Directors’ Emoluments 2004 2003 £000 £000 Directors’ Emoluments 2,983 909 Compensation for loss of office 754 236 3,737 1,145

2004 2003 Highest paid director £000 £000 Aggregate Emoluments 1,086 219

4 directors (2003: 4) have retirement benefits accruing under the group’s defined benefit scheme. The highest paid director has an accrued pension benefit of £121,754 at 21 August 2004 (£128,467 at 28 September 2003). Following the acquisition by Punch Taverns plc on 1 December 2003 the Directors’ emoluments have been met by a fellow group undertaking as stated in note 6 below.

227 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 6. Staff Costs 2004 2003 £000 £000 Wages and salaries 5,269 8,171 Social security costs 569 792 Other pension costs 566 817 6,404 9,780

The average number of employees during the year was as follows: 2004 2003 Administration 253 267

Staff costs and average number of employees represent the period up to 29 May 2004. At this date the employees were seconded from Punch Taverns (PML) Limited to Punch Taverns (PTL) Limited (formerly Punch Pub Company (PTL) Limited), a fellow group undertaking. From this date a management charge of £2,072,000 has been made by Punch Taverns (PTL) Limited which includes directors’ emoluments and salary costs which are not separately identiﬁed within the total management fee. 7. Interest Receivable

As restated 2004 2003 £000 £000 Bank deposit interest 931 1,028 Interest receivable from group undertakings: Loan interest 29,005 27,392 Amortisation of swap premium 1,499 1,292 Amortisation of debt issue costs 627 555 32,062 30,267

The swap premium receivable was previously reported net of swap premium payable. 8. Interest Payable AND Similar Charges As restated 2004 2003 £000 £000 Sundry interest payable 66 71 Interest payable to group undertakings: Loan interest 69,017 71,853 Amortisation of swap premium 1,439 1,240 Amortisation of debt issue costs 1,090 1,117 Swap break costs 172 — 71,784 74,281

The debt issue costs payable was previously reported net of debt issue costs receivable and included £69,000 associated with the raising of loan ﬁnance which did not fall to be capitalised as issue costs in accordance with FRS4 (Capital instruments) and was therefore treated as exceptional in the prior period.

228 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 9. Taxation

2004 2003 £000 £000 Group relief (receivable)/payable at 30% (90) 308 Adjustment in respect of previous periods – current tax 648 (265) 558 43 Deferred tax 487 2,849 Adjustment in respect of previous periods – deferred tax 16,613 — 17,658 2,892

The deferred tax charges arise in respect of the origination and reversal of timing differences.

Group relief receivable is inclusive of a tax credit of £1,363,000 on exceptional costs. Adjustments in respect of previous periods for current tax and deferred tax have arisen following the acquisition by the Punch Taverns group and have been classiﬁed as exceptional.

The deferred tax adjustment in respect of previous periods primarily relates to a reassessment of the recoverability of losses which occurred following the acquisition by the Punch Taverns group.

The charge to UK corporation tax is reconciled as follows:

Reconciliation of tax charges

2004 2003 £000 £000 Proﬁt on ordinary activities before taxation 3,565 2,151

Proﬁt on ordinary activities at standard rate of corporation tax in the UK (30%) 1,070 645 Effects of: Expenses not deductible for tax purposes 1,595 2,903 Capital allowances for the period (in excess of) / less than depreciation (3,039) 427 Utilisation of losses — (3,131) Other short term timing differences — 28 Intra-group transfer of assets — (49) Loss on disposal of ﬁxed assets 284 — Transfer of losses from fellow group undertakings — (515) Adjustments in respect of previous periods 648 (265) 558 43

229 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 10. Tangible Fixed Assets Fixtures, Land and ﬁttings and buildings equipment Total £000 £000 £000 Cost or valuation: At 28 September 2003 – as restated 639,705 17,933 657,638 Additions 28,929 4,260 33,189 Disposals (20,461) (929) (21,390) At 21 August 2004 648,173 21,264 669,437 Depreciation: At 28 September 2003 – as restated — 11,467 11,467 Charge for the year 836 3,808 4,644 Disposals — (683) (683) At 21 August 2004 836 14,592 15,428 Net book value: At 21 August 2004 647,337 6,672 654,009 At 28 September 2003 – as restated 639,705 6,466 646,171

The net book amount of leasehold land and buildings comprises: As restated 2004 2003 £000 £000 Freehold 625,411 609,726 Long leasehold 18,436 23,776 Short leasehold 3,490 6,203 647,337 639,705

The estate has been revalued as part of the acquisition by the Punch Taverns group on 1 December 2003. The revaluation was completed by the directors in consultation with professional advisors. This valuation has been adopted in the restated amounts at 28 September 2003. See Note 1 regarding the change in accounting policy. If land and buildings had not been revalued they would have been stated on a historical basis as follows: £000 Cost 449,675 Accumulated Depreciation (21,030) Net book value At 21 August 2004 428,645

At 28 September 2003 421,013

As required by FRS 15 and FRS 11 the directors have performed a review of ﬁxed assets for impairment. The company’s policy is to carry properties within the estate at valuation. Therefore 20 per cent. of the estate will be revalued professionally by independent valuers each year in the year following acquisition. Surpluses arising from professional valuations will be taken directly to the revaluation reserve.

230 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 11. Investments Fixed Assets Shares in Loans to subsidiary subsidiary undertakings undertakings Total £000 £000 £000 Cost At 28 September 2003 and 21 August 2004 115,751 30,742 146,493 Provision for diminution in value At 28 September 2003 and 21 August 2004 (4,462) — (4,462) Net book amount At 28 September 2003 and 21 August 2004 111,289 30,472 141,761

Investment value has been written down to the estimated recoverable amount. The company owns the following wholly owned subsidiary undertakings: Country of Class/ registration or Principal percentage Subsidiary undertaking incorporation activity of shares held Held by Punch Taverns (PML) Limited Mercury Taverns (Holdings) Limited England Non-trading Ordinary 100% Punch Taverns (CPM) Limited England Non-trading Deferred 100% (formerly Cousin of Pubmaster Limited) Ordinary 100% Held by subsidiary undertakings Mercury Taverns plc England Non-trading Ordinary 100% Punch Taverns (SPM) Limited England Non-trading Ordinary 100% (formerly Son of Pubmaster Limited) Punch Taverns (DPM) Limited England Non-trading Ordinary 100% (formerly Daughter of Pubmaster Limited) In the opinion of the directors the investments in the company’s subsidiary undertakings are worth at least the amounts at which they are stated in the balance sheet.

231 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 12. Debtors: amounts falling due within one year 2004 2003 £000 £000 Trade debtors 9,592 8,500 Amounts owed by group undertakings - Corporation Tax 3,785 — group relief Amounts owed by group undertakings 8,572 28,179 Other debtors 2,093 3,995 Prepayments and accrued income 1,212 9,640 25,254 50,314

Debtors: amounts falling due after more than one year 2004 2003 £000 £000 Amounts owed by group undertakings 510,111 502,066 Deferred tax asset (see note 16) 5,580 22,455 515,691 524,521

13. Creditors: amounts falling due within one year 2004 2003 £000 £000 Trade creditors 10,907 22,570 Other creditors 4,637 6,660 Accruals and deferred income 4,731 1,315 Amounts owed to group undertakings 209,021 165,693 Other taxes and social security 1,900 2,117 231,196 198,355

Included in amounts owed to group undertakings is £17.7 million (2003: £9.1 million) of term loans, £8.9 million (2003: £15.4 million) of interest due on the term loans and £29.6 million of loan notes (2003: £nil).

14. Creditors: amounts falling due after more than one year

2004 2003 £000 £000 Amounts owed to group undertakings: Subordinated loans 83,659 90,523 Loan note — 29,590 Term loans 872,904 896,842 956,563 1,016,955

The subordinated loans owed to group undertakings are repayable in 2030 and have interest rates of 17.5%.

232 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 14. Creditors: amounts falling due after more than one year (continued)

The term loans are owed to Pubmaster Finance Limited, a fellow subsidiary undertaking, and comprise the following:

£70,100,000 Term A1 Floating Rate Notes due 2009 £26,500,000 Term A2 Floating Rate Notes due 2011 £201,000,000 7.379% Term A3 Notes due 2022 £77,500,000 8.45% Term B1 Notes due 2025 £54,122,600 Term A4 Floating Rate Notes due 2009 £120,000,000 Term A5 Floating Rate Notes due 2016 £220,000,000 5.953% Term A6 Secured Notes due 2024 £125,000,000 6.972% Term B2 Secured Notes due 2028

The interest rate on the Term A1 Notes is LIBOR for three months sterling deposits plus a margin of 1.0%. The interest rate on the Term A2 Notes is LIBOR for three months sterling deposits plus a margin of 1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Term A4 Notes is LIBOR for three months sterling deposits plus a margin of 0.40%. The interest rate on the Term A5 notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December 2012 and thereafter 1.32%.

The term loans are stated net of issue costs, discounts and premiums of £3,659,000 as at 21 August 2004 (2003: £3,251,000).

15. Provisions for Liabilities AND Charges

Onerous Lease Provision £000 At 28 September 2003 — Charged to proﬁt and loss account 3,972 Utilised in the period (93) At 21 August 2004 3,879

The provision for onerous leases was set up to cover operating costs of loss making premises. The provision covers the expected shortfall between rental income and rents payable including any other operating costs.

16. Deferred Taxation Asset

Movement in the amount recognised in the period:

2004 £000 At 28 September 2003 22,455 Charged to proﬁt and loss account (17,100) Transfers from other group undertakings 225 At 21 August 2004 5,580

233 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 16. Deferred Taxation Asset (continued)

The deferred tax asset recognised in the period comprises the following:

2004 2003 £000 £000 Depreciation in excess of capital allowances 1,762 4,251 Losses 2,188 18,088 Short term timing differences 1,630 116 5,580 22,455

17. Share Capital

2004 2004 2003 2003 No. £ No. £ Authorised share capital Ordinary shares of £1 each 100 100 100 100

Called up share capital, amount paid up: Ordinary shares of £1 each 1111

18. Reconciliation of Shareholders’ Funds and Movements on Reserves

Total Share Revaluation Proﬁt & Loss Shareholders’ Capital Reserve Account Funds £000 £000 £000 £000 At 30 September 2002 ——(28,554) (28,554) Loss for the period ——(741) (741)

At 28 September 2003 - as previously ——(29,295) (29,295) reported Prior year adjustment — 218,686 6 218,692 At 28 September 2003 - as restated — 218,686 (29,289) 189,397 Loss for the period ——(14,093) (14,093) At 21 August 2004 — 218,686 (43,382) 175,304

19. Financial Commitments Capital commitments:

2004 2003 £000 £000 Contracted not provided 400 363

234 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 19. Financial Commitments (continued)

At 21 August 2004 the company had annual commitments under non-cancellable operating leases as set out below: Other commitments:

2004 2003 Land and 2004 Land and 2003 Buildings Other Buildings Other £000 £000 £000 £000 Operating leases which expire: Within one year 16 — 61 315 Within two to ﬁve years 217 — 383 818 Over 5 years 553 — 495 — 786 — 939 1,133

20. Pension Commitments Contributions to the defined benefit pension scheme are charged to the profit and loss account so as to spread the cost of pensions over employees’ working lives with the company. The pension cost for the period in relation to this scheme represents the contributions payable by the company and amounted to £0.5m. The contributions are determined by a qualified actuary on the basis of triennial valuation using the projected unit method. The most recent valuation was 6 April 2001. The assumptions which have the most significant effect on the results of the valuation are: ● the investment return on the assets of the plan will on average exceed general salary inflation by at least 2.25% per annum over the long term; ● future increases in salaries of staff and executive members will be in line with experience of similar schemes; ● pensions can be secured on a gross rate of interest of at least 6.0% per annum before allowing for pension increases at the rate of 3.0% per annum. The most recent actuarial valuation showed that the market value of the scheme’s assets was £27.5m and that the value of those assets represented 106.0% of the benefits that had accrued to members, after allowing for expected future increases in earnings. Since April 2003 the company has paid contributions of 16% of salaries and the members have paid contributions as required under the scheme rules.

FRS 17 Valuation

At 21 At 28 August September 2004 2003 Rate of increase in salaries 4.25% 4.00% Rate of increase in pensions 2.75% 2.50% Discount rate 5.75% 5.75% Inﬂation assumption 3.00% 2.75% Revaluation of deferred pensions 3.00% 2.75%

235 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 20. Pension Commitments (continued)

The assets in the scheme and the expected rate of return were:

Long-term Long-term rate rate of return Value at of return Value at expected at 21 August expected at 28 September 21 August 2004 28 September 2003 2004 £000 2003 £000 Equities 7.00% 16,227 6.50% 16,156 Bonds 5.25% 5,423 5.00% 4,880 Insured Pensions 5.75% 2,990 6.50% 3,057 Cash 5.00% 914 4.50% 313 Total market value of assets 25,554 24,406 Present value of scheme liabilities (30,450) (30,163) Net pension liability before (4,896) (5,757) deferred tax Deferred tax asset 1,469 1,727 Net pension liability (3,427) (4,030)

Had FRS 17 been implemented early then the impact on the balance sheet would be as follows:

At 21 At 28 August September 2003 2004 As restated £000 £000 Net assets Net assets as reported 175,304 189,397 FRS 17 deficit in relation to the defined benefit pension scheme (3,427) (5,757) Net assets as restated 171,877 183,640

The movement in deﬁcit during the period is as follows:

47 week 52 week period to period to 21 August 28 September 2004 2003 £000 £000 Deficit in scheme (before deferred tax) at beginning of period (5,757) (4,159) Movements in period: Current service cost (592) (656) Contributions 493 544 Past service costs — (275) Other financial income (129) (69) Actuarial gain/(loss) 39 (1,142) Curtailment gain 1,050 — Deficit in scheme (before deferred tax) at end of period (4,896) (5,757)

236 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 20. Pension Commitments (continued)

Had FRS17 been implemented early then the impact on the other areas of the ﬁnancial statements would be as follows: Amounts credited to operating proﬁt

47 week 52 week period to period to 21 August 28 September 2004 2003 £000 £000 Current service cost 592 656 Gain on curtailment (1,050) — Past service cost — 275 Total operating (credit)/charge (458) 931

Amounts included in other ﬁnancial charges

47 week 52 week period to period to 21 August 28 September 2004 2003 £000 £000 Expected return on pension assets 1,253 1,425 Interest on pension scheme liabilities (1,382) (1,494) Net charge (129) (69)

Amounts recognised in statement of total recognised gains and losses (‘STRGL’)

47 week 52 week period to period to 21 August 28 September 2004 2003 £000 £000 Actual return less expected return on pension scheme assets 10 1,243 Changes in assumptions underlying the present value of the scheme liabilities 29 (2,386) Actuarial loss recognised in STRGL 39 (1,143)

Actual return less expected return on pension scheme assets as a percentage of scheme assets and the actuarial loss recognised in the STRGL as a percentage of the present value of the scheme liabilities in the current period are 0.4% (2003: 5.1%) and 0.1% (2003: 3.8%) respectively. 21. Contingent Liabilities In accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November 2002) the company has guaranteed the payments of principal of, and interest on, the loan notes issued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 21 August 2004 was £894,222,600 (2003: £909,615,200).

237 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the 47 week period ended 21 August 2004 22. Related Party Transactions Transactions with other companies within the Punch Taverns group are not disclosed as the company has taken advantage of the exemption available under Financial Reporting Standard 8 ‘‘Related Party Disclosures’’.

23. Ultimate Parent Undertaking The company’s ultimate parent undertaking and controlling party is Punch Taverns plc, a company registered in England & Wales. The parent undertaking of the only group of undertakings for which group ﬁnancial statements are drawn up and of which the company is a member is Punch Taverns plc. Copies of the ﬁnancial statements of Punch Taverns plc are available from Jubilee House, Second Avenue, Burton upon Trent, Staffordshire, DE14 2WF.

238 APPENDIX 2

2.2

Punch Taverns (PMH) Limited

(formerly Pubmaster Holdings Limited)

Report and Financial Statements

For the period ended 21 August 2004

239 Punch Taverns (PMH) Limited (formerly Pubmaster Holdings Limited) For the period ended 21 August 2004 Registered No. 3720775 Directors R J McDonald (appointed 1 December 2003) N D Preston (appointed 1 December 2003) G A Thorley (appointed 1 December 2003) FEJGBrackenbury CBE (resigned 1 December 2003) J R Sands (resigned 1 December 2003) R Turnbull (resigned 1 December 2003) SPV Management Limited

Secretary S Rudd

Auditors Ernst & Young LLP No 1 Colmore Square Birmingham B4 6HQ

Bankers Barclays Bank PLC 15 Colmore Row Birmingham B3 2EP

Solicitors Slaughter & May One Bunhill Row London EC1Y 8YY

Registered office Jubilee House Second Avenue Burton Upon Trent Staffordshire DE14 2WF

240 Punch Taverns (PMH) Limited (formerly Pubmaster Holdings Limited) For the period ended 21 August 2004

Directors’ Report The directors present their report and ﬁnancial statements for the period ended 21 August 2004.

Change of Name On 2 September 2004 a written resolution was passed to change the company name of Pubmaster Holdings Limited to Punch Taverns (PMH) Limited

Principal Activity and Review of the Business On 1 December 2003 the ultimate parent company, Pubmistress, Limited was acquired by Punch Taverns plc. The principal activity of the company is that of a holding company. The company has not traded during the period.

Directors and their Interests The directors of the company who served during the period are listed above. The directors hold no beneﬁcial interest in the shares of the company. The beneﬁcial interests of Directors who held office at 21 August 2004 in the shares of Punch Taverns plc are shown below:

At 21 August 2004 At date of appointment Ord Ord Share Ord Ord Share Shares Options Shares Options N Preston...... 1,044 60,587 1,000 72,267 R McDonald ...... 47,203 320,650 46,909 302,328 G Thorley...... 138,044 5,314,004 137,750 6,400,649 SPV Management Ltd ...... ——— —

Auditors During the year Pricewaterhouse Coopers LLP resigned as auditors of the company and Ernst & Young LLP were appointed to ﬁll the vacancy arising. A resolution for the reappointment of Ernst & Young LLP as auditors of the company will be proposed at the annual general meeting. On behalf of the board

R J McDonald Director 20 May 2005

241 Punch Taverns (PMH) Limited (formerly Pubmaster Holdings Limited) For the period ended 21 August 2004

Statement Directors’ Responsibilities in Respect of the Financial statements Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: select suitable accounting policies and then apply them consistently make judgements and estimates that are reasonable and prudent state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

242 Punch Taverns (PMH) Limited (formerly Pubmaster Holdings Limited) For the period ended 21 August 2004

Independent Auditors’ Report To The Members of Punch Taverns (PMH) Ltd We have audited the company’s ﬁnancial statements for the period ended 21 August 2004 which comprise the Balance Sheet and the related notes 1 to 10. These ﬁnancial statements have been prepared on the basis of the accounting policies set out therein. This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors As described in the Statement of Directors’ Responsibilities the company’s directors are responsible for the preparation of the financial statements in accordance with United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and transactions with the company is not disclosed. We read the Directors’ Report and consider the implications for our report if we become aware of any apparent misstatements within it.

Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion In our opinion the ﬁnancial statements give a true and fair view of the state of affairs of the company as at 21 August 2004 and have been properly prepared in accordance with the Companies Act 1985. Ernst & Young LLP Registered Auditor Birmingham 20 May 2005

243 Punch Taverns (PMH) Limited (formerly Pubmaster Holdings Limited) For the period ended 21 August 2004

Balance Sheet at 21 August 2004

21 August 28 September Notes 2004 2003 £’000 £’000 Fixed Assets Investments ...... 3 84,000 84,000 Current Assets Debtors...... 4 5,700 1,000 5,700 1,000 Creditors: amounts falling due within one year ...... 5 (5,700) (1,000) Net Current Assets ...... —— Net Assets ...... 84,000 84,000 Capital And Reserves Called up share capital ...... 6 84,000 84,000 Total Equity Shareholders’ Funds...... 84,000 84,000

R J McDonald Director 20 May 2005

244 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the period ended 21 August 2004 1. Accounting Policies

Basis of preparation These ﬁnancial statements are prepared under the historical cost convention, the accounting policies set out below and in accordance with applicable accounting standards.

Group financial statements The company is exempt, under s228 of the Companies Act 1985, from the obligation to prepare consolidated financial statements as the company is a wholly owned subsidiary undertaking of a parent company incorporated in the EU, which prepares consolidated financial statements. As such, these financial statements present information about the company as an individual undertaking and not about its group.

Investments Investments held as ﬁxed assets are carried at cost less any provision for permanent diminution in value.

Profit and loss account The company received no income and incurred no expenditure and consequently has made neither a profit nor a loss, therefore no profit and loss account is presented.

2. Directors’ Emoluments and Staff Costs The directors received no emoluments from the company in the current or preceding period. The company had no employees during the current or preceding period.

3. Fixed Asset Investments Shares in subsidiary undertakings Cost and net book amount: £000 At 21 August 2004 and 28 September 2003 84,000

The subsidiaries, all of which are wholly owned, are as follows: Subsidiary undertaking Country of Principal registration or activity incorporation Held by Punch Taverns (PMH) Limited Punch Taverns (PML) Limited (formerly England Operator of public houses Pubmaster Limited) Punch Taverns (SPML) Limited (formerly England Operator of public houses Sister of Pubmaster Limited) Pubmaster Finance Limited Cayman Islands Finance Held by subsidiary undertakings Punch Taverns (CPM) Limited (formerly England Property Management Cousin of Pubmaster Limited) Punch Taverns (SPM) Limited (formerly England Non-trading Son of Pubmaster Limited) Punch Taverns (DPM) Limited (formerly England Non-trading Daughter of Pubmaster Limited) Mercury Taverns (Holdings) Limited England Non-trading Mercury Taverns plc England Non-trading

245 Punch Taverns (PML) Limited (formerly Pubmaster Limited) For the period ended 21 August 2004

Notes to the Financial Statements for the period ended 21 August 2004 4. Debtors: amounts falling due within one year 2004 2003 £000 £000 Amounts owed by immediate parent undertaking 5,700 1,000

5. Creditors: amounts falling due within one year 2004 2003 £000 £000 Amounts owed to subsidiary undertakings 5,700 1,000

6. Share Capital 2004 2004 2003 2003 No. £ No. £ Authorised, allotted, called-up and fully paid share capital Equity Ordinary shares of £1 each 84,000,100 84,000,100 84,000,100 84,000,100

7. Cash Flow Statement The directors have taken advantage of the exemption in Financial Reporting Standard No 1 (revised) from including a cash flow statement in the financial statements on the grounds that the company is wholly owned and its parent company (Punch Taverns plc) publishes consolidated financial statements. 8. Related Party Transactions Transactions with other companies within the Punch Taverns Group are not disclosed as the company has taken advantage of the exemption available under Financial Reporting Standard No 8 ‘‘Related Party Disclosures’’. 9. Contingent Liabilities Under the terms of a Trust Deed dated 30 June 1999 (as amended 28 November 2002), the company has guaranteed the payments of principal of, and interest on, the loan notes issued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 21 August 2004 was £894,222,600 (2003: £909,615,200). 10. Ultimate Parent Undertaking The company’s ultimate parent undertaking and controlling party is Punch Taverns plc, a company registered in England & Wales. The parent undertaking of the only group of undertakings for which group financial statements are drawn up and of which the company is a member is Punch Taverns plc. Copies of the financial statements of Punch Taverns plc are available from Jubilee House, Second Avenue, Burton upon Trent, Staffordshire, DE14 2WF.

246 APPENDIX 2

2.3

Pubmaster Finance Limited

Report and Financial Statements

For the period ended 21 August 2004

247 Pubmaster Finance Limited For the period ended 21 August 2004

Registered No. FC021877

Directors N Preston R McDonald G Thorley SPV Management Limited

Secretary S Rudd Auditors Ernst & Young LLP 1 Colmore Square Birmingham B4 6HQ Bankers Barclays Bank PLC 15 Colmore Row Birmingham B3 2EP Solicitors Slaughter & May One Bunhill Row London EC1Y 8YY Registered Office Ugland House George Town Grand Cayman Cayman Islands

248 Pubmaster Finance Limited For the period ended 21 August 2004

Directors’ Report The directors present their report and ﬁnancial statements for the 47 week period ended 21 August 2004.

Results and Dividends The proﬁt for the period after taxation amounted to £57,000 (52 week period ended 28 September 2003: £56,000). The directors do not recommend the payment of dividend (2003: Nil)

Principal Activity and Review of the Business On 1 December 2003 the ultimate parent undertaking, Pubmistress Limited, was acquired by Punch Taverns plc. The principal activity of the company is the raising and lending of money to other group companies.

Directors and their Interests The directors of the company who served during the period were as follows:

N Preston (appointed 1 December 2003) R McDonald (appointed 1 December 2003) G Thorley (appointed 1 December 2003) FEJGBrackenbury CBE (resigned 1 December 2003) J R Sands (resigned 1 December 2003) R Turnbull (resigned 1 December 2003) SPV Management Limited The directors hold no beneﬁcial interest in the shares of the company. The beneﬁcial interests of Directors, who held office at 21 August 2004 in the shares of the ultimate parent undertaking, Punch Taverns plc, are shown below:

At 21 August 2004 At date of appointment Ord Ord Share Ord Ord Share Shares Options Shares Options R McDonald 47,203 320,650 46,909 302,328 N Preston 1,044 60,587 1,000 72,267 G Thorley 138,044 5,314,004 137,750 6,400,649 SPV Management Limited ————

Auditors During the period PricewaterhouseCoopers LLP resigned as auditors of the company and Ernst & Young LLP were appointed to ﬁll the vacancy arising. A resolution for the reappointment of Ernst & Young LLP as auditors of the company will be proposed at the annual general meeting. On behalf of the Board

R J McDonald Director Date 16 March 2005

249 Pubmaster Finance Limited For the Period Ended 21 August 2004

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the ﬁnancial statements; and

prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the ﬁnancial position of the company and to enable them to ensure that the ﬁnancial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

250 Pubmaster Finance Limited For the Period Ended 21 August 2004

Independent Auditors’ Report To the Memers of Pubmaster Finance PLC We have audited the company’s financial statements for the period ended 21 August 2004 which comprise the Profit and Loss Account, the Balance Sheet and the related notes 1 to 14. These financial statements have been prepared on the basis of the accounting policies set out therein. This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion In our opinion the ﬁnancial statements give a true and fair view of the state of affairs of the company as at 21 August 2004 and of its proﬁt for the period then ended and have been properly prepared in accordance with the Companies Act 1985.

Ernst & Young LLP Registered Auditor Birmingham

251 Pubmaster Finance Limited For the Period Ended 21 August 2004

Proﬁt and Loss Account For the 47 Week Period Ended 21 August 2004 As restated 47 week 52 week period ended period ended 21 August 28 September 2004 2003 Notes £’000 £’000 Other operating income 81 82

Operating Proﬁt 2 81 82

Interest receivable 4 54,878 56,616 Interest payable 5 (54,878) (56,616) Profit on Ordinary Activities 81 82 Before Taxation Tax on profit on ordinary activities 6 (24) (26) Profit for the Period 11 57 56

All of the company’s operations are continuing.

The prior period comparatives have been restated to reﬂect a change in accounting classiﬁcation. See Note 1.

The company has no recognised gains and losses other than the proﬁt above and therefore no separate statement of total recognised gains and losses has been presented.

252 Pubmaster Finance Limited For the Period Ended 21 August 2004

Balance Sheet At 21 August 2004 As restated 21 August 28 September 2004 2003 Notes £000 £000 Current Assets Debtors due within one year 7 26,863 9,320 Debtors due after more than one year 7 872,904 897,250 Cash at bank and in hand — 1,457 899,767 908,027 Creditors: amounts falling due within one year 8 (26,663) (10,634)

Net Current Assets 873,104 897,393

Total Assets Less Current Liabilities 873,104 897,393 Creditors: amount falling due after more than one year 9 (872,904) (897,250)

Net Assets 200 143

Capital and Reserves Called up share capital 10 —— Proﬁt and loss account 11 200 143 Total Equity Shareholders’ Funds 11 200 143

The prior period comparatives have been restated to reﬂect a change in accounting classiﬁcation. See Note 1.

R J McDonald Director Date: 16 March 2005

253 Pubmaster Finance Limited For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

1. Accounting Policies Basis of preparation These financial statements are prepared under the historical cost convention, the accounting policies set out below and in accordance with applicable accounting standards. Change in accounting policy Comparative figures have been restated to reflect a change of with regard to the classification of intercompany balances, deferred issue costs and management fees receivable. This brings the policy into line with the approach adopted by Punch Taverns plc and its subsidiary companies. The effect on the balance sheet is to decrease Total assets less current liabilities by £2,843,000 and to decrease Creditors falling due after more than one year by £2,843,000. The effect on the profit and loss account is to increase Operating Profit by £82,000 and to decrease Interest Receivable by £82,000. Cash flow statement The directors have taken advantage of the exemption in Financial Reporting Standard No 1 (revised) from including a cash flow statement in the financial statements on the grounds that the company is wholly owned and its parent company (Punch Taverns plc) publishes consolidated financial statements. Debt issue costs and swap premium Issue costs incurred in the raising of debt are capitalised and amortised over the term of the relevant financing at a constant rate on the carrying amount. Premiums received for the acquisition of interest rate swaps are capitalised and amortised over the term of the relevant financing at a constant rate on the carrying amount of the outstanding swap. Facility fees Certain front end facility fees relating to loans and advances are included in deferred income and amortised over the term of the relevant financing at a constant rate on the carrying amount. Financial instruments Amounts payable or receivable in respect of swap agreements are recognised in the interest payable charge on an accruals basis. The interest differential amounts due to/from the group on interest rate swaps are accrued until settlement date and are recognised as an adjustment to interest expense.

2. Operating Profit

As restated 2004 2003 £000 £000 Operating income 150 1,883 Administrative charges (150) (1,883) Net operating costs — —

Other operating income: Management Fees Receivable 81 82

3. Directors’ Emoluments And Staff Costs The directors received no emoluments from the company in the current or preceding period. The company had no employees during the current or preceding period.

254 Pubmaster Finance Limited For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

4. Interest Receivable As restated 2004 2003 £000 £000 Interest receivable from group undertakings 54,878 56,616

5. Interest Payable and Similar Charges

2004 2003 £000 £000 Bank loans, overdrafts and other loans 55,115 56,860 Swap break costs 172 — Amortisation of debt issue costs 1,090 1,048 Amortisation of swap premium (1,499) (1,292) 54,878 56,616

6. Taxation

2004 2003 £000 £000 The charge for tax on the proﬁt for the period comprises: Group relief payable at 30% 24 25 Adjustment in respect of previous period — 1 24 26

Reconciliation of tax charges

2004 2003 £000 £000 Proﬁt on ordinary activities before taxation 81 82

Proﬁt on ordinary activities at standard rate of corporation tax in the UK (30%) 24 25 Adjustment in respect of previous period — 1 24 26

There are no factors that are expected to signiﬁcantly affect the taxation charge in future periods

7. Debtors: amounts falling due within one year

As restated 2004 2003 £000 £000 Amounts owed by group undertakings 26,863 9,320

255 Pubmaster Finance Limited For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

8. Debtors: amounts falling due after more than one year

As restated 2004 2003 £000 £000 Amounts owed by group undertakings 872,904 897,250

Amounts owed by group undertakings includes loans of £890,563,000 whose repayment proﬁle and terms match those of the secured notes detailed in note 9.

8. Creditors: amounts falling due within one year

As restated 2004 2003 £000 £000 Secured notes 17,659 9,114 Accruals and deferred income 8,917 — Amounts owed to group undertakings — 1,520 Corporation tax 87 — 26,663 10,634

9. Creditors: amounts falling due after more than one year As restated 2004 2003 £000 £000 Secured notes 872,904 897,250

Total debt 2004 2003 £000 £000 Gross bank and other borrowings 894,223 909,615 Less: Debt issue costs net of swap premiums (3,660) (3,251) 890,563 906,364

Gross borrowings are repayable as follows: Within one year 17,532 9,522 Between one and two years 25,471 23,403 Between two and ﬁve years 81,220 78,831 In ﬁve years or more 770,000 797,859 894,223 909,615

On 30 June 1999 the company issued £305 million of secured notes, and a further £109 million were issued on 17 February 2000 (the ‘‘Notes’’). On 28 June 2001 £10,000,000 of Class A1 Notes were prepaid and a further £25,000,000 were prepaid on 28 September 2001. On 28 November 2002 a further £535 million secured notes were issued. The Notes in issue at 21 August 2004 are listed on the Luxembourg Stock Exchange and comprise: 9. Creditors: amounts falling due after more than one year (continued) £70,100,000 Class A1 Secured Floating Rate Notes due 2009 £26,500,000 Class A2 Secured Floating Rate Notes due 2011 £201,000,000 7.369% Class A3 Secured Notes due 2022

256 Pubmaster Finance Limited For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

£77,500,000 8.44% Class B1 Secured Notes due 2025 £54,122,600 Class A4 Floating Rate Notes due 2009 £120,000,000 Class A5 Floating Rate Notes due 2016 £220,000,000 5.943% Class A6 Secured Notes due 2024 £125,000,000 6.962% Class B2 Secured Notes due 2028 The Notes are secured by legal mortgages and fixed and floating charges over all of the assets of Punch Taverns (PMH) Limited (formerly Pubmaster Holdings Limited) and its subsidiaries (the ‘‘Securitisation Group’’). The Notes are also secured over the future rental income stream from tenants of the Securitisation Group’s public houses. The Class B Notes are subordinated to the Class A Notes. The interest rate on the Class A1 Notes is LIBOR for three months sterling deposits plus a margin of 1%. The interest rate on the Class A2 Notes is LIBOR for three months sterling deposits plus a margin of 1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Class A4 Notes is LIBOR for 3 months sterling deposits plus a margin of 0.4%. The interest rate on the Class A5 notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December 2012 and thereafter 1.32%. Interest rate swap agreements have been entered into to cover the Class A1 and Class A2 Notes at a fixed rate of 5.7535% plus a margin of 1% on the Class A1 Notes and a margin of 1.25% on the Class A2 Notes and at 5.7% plus a margin of 0.4% and 0.53% on the Class A4 and Class A5 notes respectively.

10. Share Capital 2004 2004 2003 2003 No. £ No. £ Authorised share capital Ordinary shares of £1 each 10,000 10,000 10,000 10,000

Allotted, called up and fully paid: Ordinary shares of £1 each 2222

11. Reconciliation Of Shareholders’ Funds And Movements On Reserves Proﬁt & Total Share Loss Shareholders’ Capital Account Funds £000 £000 £000 At 30 September 2002 — 87 87 Proﬁt for the period — 56 56

At 29 September 2003 — 143 143 Proﬁt for the period — 57 57

At 21 August 2004 — 200 200

12. Derivatives And Other Financial Instruments The company’s principal financial instruments comprise borrowings, loans to group undertakings and some cash. The main purpose of these financial instruments is to raise finance for the company’s operations. The group has various other financial instruments falling due within one year, which arise directly from its operations.

257 Pubmaster Finance Limited For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

12. Derivatives And Other Financial Instruments (continued) The group enters into derivatives transactions. The purpose of such transactions is to manage the interest rate risks arising from the company’s sources of finance. It is, and has been throughout the period under review, the company’s policy that no speculative trading in financial instruments shall be undertaken. The main risks arising from the company’s financial instruments are interest rate risk and liquidity risk. There is no currency exposure as all transactions are in sterling. The board reviews and agrees policies for each of these risks and they are summarised below. Interest rate risk The group finances its operations through a mixture of retained profits and loan notes. The group borrows at both fixed and floating rates of interest and then uses interest rate swaps to generate the desired interest profile and to manage the group’s exposure to interest rate fluctuations. The cash balances attract interest at floating rates. The interest rate on the company’s loan notes is matched by loans to group undertakings. Liquidity risk As regards liquidity, the company is primarily financed by loan notes, with approximately 86% (September 2003: 88%) of the capital balance on these loan notes being repayable after more than 5 years from the balance sheet date, subject to relevant covenants being met. The board continues to review alternative sources of finance. Cash balances are invested in short term deposits such that they are readily available to settle short term liabilities or to fund capital additions. The maturity profile of the company’s loan notes matches that of loans made to group undertakings. The maturity of borrowings (and hence balances due from group undertakings) is:

21 August 28 September 2004 2003 £000 £000 Within one year 17,532 9,522 Within one to two years 25,471 23,403 Within two to ﬁve years 81,220 78,831 After ﬁve years 770,000 797,859 894,223 909,615

As permitted by Financial Reporting Standard 13, short-term debtors and creditors have been excluded from the numerical analyses following in notes (a) to (c). (a) Interest rate profile The interest rate profile of the financial liabilities and assets of the company is fixed as all floating rate loan notes are hedged using interest rate swap instruments. Details of the interest rates and repayment dates of these borrowings are set out in note 9. The weighted average interest rate on the fixed rate borrowings is 6.83% (2003: 6.83%) and their weighted average period until maturity is 13 years (2003: 14 years). (b) Borrowing facilities The company had no undrawn committed borrowing facilities at either 21 August 2004 or 28 September 2003.

258 Pubmaster Finance Limited For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

12. Derivatives And Other Financial Instruments (continued) (c) Fair value of ﬁnancial instruments Set out below is a comparison of book values and fair values of the company’s ﬁnancial assets and liabilities:

Book value Fair value Book value Fair value 21 August 21 August 28 September 28 September 2004 2004 2003 2003 £000 £000 £000 £000 Financial assets: Loans to subsidiary undertakings 883,654 959,572 897,956 1,031,397 Interest rate swaps 6,909 5,521 8,408 17,256 890,563 965,093 906,364 1,048,653 Financial Liabilities: Secured loan notes 883,654 959,572 897,956 1,031,397 Interest rate swaps 6,909 5,521 8,408 17,256 890,563 965,093 906,364 1,048,653

The book value and fair value of the secured loan notes are both stated gross of unamortised issue costs. The fair values of the company’s ﬁnancial assets and liabilities have been estimated as follows:

Secured loan notes — Estimated market value Loans to group undertaking — Estimated market value Swaps — Estimated market value (d) Gains and losses on hedges The company uses interest rate caps and swaps to manage its interest rate exposure. Changes in the fair value of instruments used as hedges are not recognised in the financial statements until the hedged position matures. An analysis of the gains on swaps with financial institutions and the losses on the back-to-back arrangement with group undertakings is as follows: The proceeds from the issue of the company’s secured loan notes were on-lent to a fellow group company on identical terms. Accordingly no recognised or unrecognised gains or losses arise. 13. Related Party Transactions Transactions with other companies within the Punch Taverns group are not disclosed as the company has taken advantage of the exemption available under Financial Reporting Standard 8 ‘‘Related Party Disclosures’’. 14. Ultimate parent Undertaking The company’s ultimate parent undertaking and controlling party is Punch Taverns plc, a company registered in England & Wales. The parent undertaking of the only group of undertakings for which group financial statements are drawn up and of which the company is a member is Punch Taverns plc.

259 Pubmaster Finance Limited For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

Copies of the ﬁnancial statements of Punch Taverns plc are available from Jubilee House, Second Avenue, Burton upon Trent, Staffordshire, DE14 2WF.

260 APPENDIX 2

2.4

Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited)

Report and Financial Statements

21 August 2004

261 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004 Registered No. 4467229

Secretary S Rudd Auditors Ernst & Young LLP 1 Colmore Square Birmingham B4 6HQ Bankers Barclays Bank PLC 15 Colmore Row Birmingham B3 2EP Solicitors Slaughter & May One Bunhill Row London EC1Y 8YY Registered Office Jubilee House Second Avenue Burton Upon Trent Staffordshire DE14 2WF

262 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Directors’ Report The directors present their report and ﬁnancial statements for the 47 week period ended 21 August 2004. The company was incorporated on 21 June 2002 and commenced trading on 7 November 2002.

Change of Name On 2 September 2004 a written resolution was passed to change the company name from Sister of Pubmaster Limited to Punch Taverns (SPML) Limited.

Results and Dividends The proﬁt for the period after taxation amounted to £2,243,000 (66 week period ended 28 September 2003: £4,319,000). There was no interim dividend paid (2003: £4,000,000). The directors do not propose payment of a ﬁnal dividend (2003: £nil).

Principal Activity and Review of the Business On 1 December 2003 the ultimate parent undertaking, Pubmistress Limited, was acquired by the Punch Taverns group. The accounting period has been changed to bring it into line with the rest of the Punch Taverns Group. The company’s principal activity during the period was the management of public houses.

Directors and their Interests The directors of the company who served during the period are listed above. The beneﬁcial interests of Directors, who held office at 21 August 2004 in the shares of the ultimate parent undertaking, Punch Taverns plc, are shown below: At 28 September 2003 or At 21 August 2004 date of appointment if later Ord Ord Share Ord Ord Share Shares Options Shares Options D Kemp 28,139 154,871 27,845 149,953 R McDonald 47,203 320,650 46,909 302,328 F Patton 17,611 145,371 17,317 149,953 N Preston 1,044 60,587 1,000 72,267 A Thompson 47,274 163,470 46,980 157,685 G Thorley 138,044 5,314,004 137,750 6,400,649 W Walker 294 145,168 — 123,712

SAYE Share Option Scheme At 28 September Granted 2003 or date of during the Lapsed during At 21 August appointment if later period the period 2004 D Kemp —— — — R McDonald 8,275 ——8,275 F Patton 9,894 ——9,894 N Preston 9,894 ——9,894 A Thompson 5,692 ——5,692 G Thorley 4,750 ——4,750 W Walker 4,750 ——4,750

More details on the SAYE Share Option Scheme can be found in Punch Taverns plc Annual Report and Financial Statements 2004.

263 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Creditor Payment Policy and Practice It is the company policy that payments to suppliers are made in accordance with those terms and conditions agreed between the company and its suppliers, provided that all trading terms and conditions have been complied with. At 21 August 2004 the company had an average of 66 days (28 September 2003: 138 days) purchases outstanding in trade creditors.

Auditors During the year PricewaterhouseCoopers LLP resigned as auditors of the company and Ernst & Young LLP were appointed to ﬁll the vacancy arising. A resolution for the reappointment of Ernst & Young LLP as auditors of the company will be proposed at the annual general meeting.

On behalf of the Board

R J McDonald Director 20 May 2005

264 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Statements of Directors’ Responsibilities in Respect of the Financial Statements Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: (a) select suitable accounting policies and then apply them consistently (b) make judgements and estimates that are reasonable and prudent (c) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and (d) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

265 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Independent Auditors’ Report to the Members of Punch Taverns (SPML) Limited We have audited the company’s financial statements for the period ended 21 August 2004 which comprise the Profit and Loss Account, the Statement of Total Recognised Gains and Losses, the Balance Sheet and the related notes 1 to 21. These financial statements have been prepared on the basis of the accounting policies set out therein. This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

266 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Profit and Loss Account for the 47 week period ended 21 August 2004

Notes 47 week period ended 21 August 2004 66 week period ended 28 September 2003 Before Before Exceptional Total Exceptional Total Exceptional Items As restated Exceptional Items £000 £000 £000 £000 £000 £000

Turnover 2 99,103 — 99,103 98,972 — 98,972 Cost of Sales (38,945) — (38,945) (39,712) — (39,712) Gross Profit 60,158 — 60,158 59,260 — 59,260

Administrative Expenses 3 (20,096) (7,814) (12,282) (9,720) (1,640) (8,080)

Operating Profit 4 40,062 (7,814) 47,876 49,540 (1,640) 51,180

Loss on disposal of ﬁxed assets (23) — (23) (471) — (471)

Interest Receivable 7 1,977 — 1,977 1,558 — 1,558 Interest Payable 8 (39,648) — (39,648) (38,483) — (38,483)

Profit on Ordinary 2,368 (7,814) 10,182 12,144 (1,640) 13,784 ACtivities Before Taxation

Tax on proﬁt on ordinary activities 9 (125) 2,344 (2,469) (7,825) — (7,825)

Profit on Ordinary 2,243 (5,470) 7,713 4,319 (1,640) 5,959 Activities After Taxation

Dividends 10 ———(4,000) — (4,000)

Profit for the Period 17 2,243 (5,470) 7,713 319 (1,640) 1,959

The prior year proﬁt and loss account has been restated to include certain reclassiﬁcations to Turnover, Cost of Sales and Administrative Expenses in order to be consistent with the approach adopted by Punch Taverns plc and its subsidiary companies.

267 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Statement of Total Recognised Gains and Losses for the 47 week period ended 21 August 2004

47 week 66 week period ended period ended 21 August 28 September 2004 2003 £000 £000 As restated Proﬁt for the period 2,243 319 Total recognised gains and losses for the period 2,243 319 Prior year adjustment (see note 1) 8,691 Total gains since last annual report 10,934

268 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Balance Sheet at 21 August 2004

21 August 28 September 2004 2003 Notes £000 £000 As restated Fixed Assets Tangible Assets 11 574,307 586,107

Current Assets Debtors 12 17,452 14,096 Cash at bank and in hand 29,132 25,479 46,584 39,575

Creditors: amounts falling due within one year 13 (41,399) (48,008)

Net Current Assets (Liabilities) 5,185 (8,433)

Total Assets Less Current Liabilities 579,492 577,674

Creditors: amounts falling due after more than one year 14 (560,457) (563,152)

Provisions for Liabilities and Charges 15 (7,782) (5,512)

Net Assets 11,253 9,010 Capital and Reserves Called up share capital 16 — — Revaluation Reserve 17 20,839 20,839 Proﬁt and loss account 17 (9,586) (11,829) Total Equity Shareholders’ Funds 17 11,253 9,010

The prior year balance sheet has been restated in order to bring the accounting policies in line with the approach adopted by the Punch Taverns group as detailed in note 1.

RJ McDonald Director 20 May 2005

269 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

1. Accounting Policies

Basis of preparation These ﬁnancial statements are prepared under the historical cost convention, modiﬁed by the revaluation of certain properties, the accounting policies set out below and in accordance with applicable accounting standards.

Change of accounting policy Comparative figures have been restated to reflect a change of accounting policy with regard to the valuation of fixed assets. The accounting policy has been changed to bring the policy in line with the approach adopted by Punch Taverns plc and its subsidiary companies. The impact of the change in policy is to increase brought forward fixed assets by £8,691,000 and create a revaluation reserve of £20,839,000 and decrease the profit and loss account reserve by £12,148,000.

Turnover Turnover, which is stated net of value added tax, represents amounts charged to third parties. Turnover is attributable to the letting of public houses to independent publicans and the wholesale supply of beer and other products to those publicans, and a share of income from gaming machines sited in pubs.

Tangible ﬁxed assets and depreciation

Valuation Trading properties within the estate are revalued professionally by independent valuers on a five-year rolling basis. Surpluses arising from the professional valuation of the licensed estate are taken directly to the revaluation reserve. Valuation surpluses realised on sale are transferred from the revaluation reserve to the profit and loss account reserve. Any deficit arising from the professional valuation of properties is taken directly to the revaluation reserve until the carrying amount reaches historical cost and thereafter, deficits below historical costs are charged to the profit and loss account except to the extent that the value in use exceeds the valuation in which case this is taken to the revaluation reserve.

270 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

1. Accounting Policies (continued) An annual impairment review is carried out on all properties in accordance with FRS 11 and FRS 15. Depreciation is provided on other tangible ﬁxed assets at rates calculated to write off the cost less estimated residual value of each asset evenly over its expected useful life, as follows:

Assets held for resale Assets held for resale are stated at the lower of cost and net realisable value. Leasing commitments Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the lease term. Pension costs Contributions to defined contribution schemes are charged to the profit and loss account as incurred. The company operates a funded pension scheme providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the company. Contributions to the scheme are charged to the profit and loss account so as to spread the cost of pensions over employees’ working lives with the company. Taxation Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantially enacted at the balance sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted. Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, or gains on disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold. Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

271 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

1. Accounting Policies (continued) Capital instruments Shares are included in shareholders’ funds. Other instruments are classified as liabilities if they contain an obligation to transfer economic benefits and if not they are included in shareholders’ funds. The finance cost recognised in the profit and loss account in respect of capital instruments other than equity shares is allocated to periods over the term of the instrument at a constant rate on the carrying amount. Derivative financial instruments are held to reduce exposure to interest rate movements. To qualify as a hedge the financial instrument must be related to actual borrowings or a probable commitment and must reduce the risk of interest rate movements. Gains and losses arising on these financial instruments are deferred and recognised in the profit and loss account only when the hedged transaction has itself been reflected in the company’s financial statements. The cost or income associated with caps and floors is recognised over the lesser of their duration or the period of the loans to which they relate, so as to give a constant proportion of the related loan notes outstanding. In respect of interest rate swaps, interest differentials are recognised by accruing for net interest payable or receivable. Interest rate caps, floors or swaps are not revalued to fair value if they are being used for hedging purposes. If an instrument, which was being used as a hedge, is terminated early the gain or loss arising is spread over the remaining maturity of the original instrument. If an instrument ceases to be accounted for as a hedge because the underlying financial position is eliminated, the instrument is marked to market and any resulting profit or loss recognised at that time. Cash flow statement The company is a wholly-owned subsidiary of Punch Taverns plc and is included in the consolidated financial statements of Punch Taverns plc, which are publicly available. Consequently, the company has taken advantage of the exemption from preparing a cash flow statement under the terms of FRS 1 (revised 1996). 2. Turnover The company’s turnover and profit on ordinary activities before taxation are derived wholly within the United Kingdom from its principal activity. 2004 2003 £000 £000 Turnover includes property rentals of: 25,951 24,588

3. Administrative Costs 2004 2003 £000 £000 Recurring administrative costs 12,282 8,080 Exceptional costs 7,814 1,640 Total operating costs 20,096 9,720

The exceptional charges in 2004 relate to the acquisition of the group by the Punch Taverns group and are principally redundancy and integration costs of £3,648,000 and changes in accounting estimations of £4,166,000. The tax impact of exceptional items is £2,344,000 (2003: £492,000). The exceptional operating charges in 2003 relate to costs associated with the raising of loan ﬁnance in the year which do not fall to be capitalised as issue costs in accordance with FRS4 (Capital instruments).

272 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

4. Operating Profit This is stated after charging: 2004 2003 £000 £000 Depreciation – owned assets 866 1,499 Auditors’ remuneration — 42 Operating lease rentals – Land and Buildings 402 662 Operating lease rentals – Plant and Machinery 3 17

In 2004 the auditors’ remuneration has been met by a fellow group undertaking.

5. Directors’ Emoluments The company is charged a management fee that includes the cost of remuneration of the directors which is not separately identiﬁed in the total management fee.

6. Staff Costs The employees of Punch Taverns (SPML) Limited hold contracts of service with Punch Taverns (PML) Limited (formerly Pubmaster Limited). Their remuneration is included in that company’s financial statements up to 29 May 2004. On the 29 May 2004 the employees were seconded to Punch Taverns (PTL) Limited and their remuneration from that date is included in that company’s financial statements. Punch Taverns (SPML) Limited is charged a management fee that includes the cost of these employees which is not separately identified in the total management fee.

7. Interest Receivable 2004 2003 £000 £000 Bank deposit interest 538 318 Interest receivable from group undertakings: Amortisation of swap premium 1,439 1,240 1,977 1,558

8. Interest Payable And Similar Charges 2004 2003 £000 £000 Other interest payable 12 — Interest payable to group undertakings: Loan interest 39,009 37,928 Amortisation of issue costs 627 555 39,648 38,483

273 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

9. Taxation 2004 2003 £000 £000 Group relief payable at 30% 215 2,313 Adjustments in respect of prior periods 4 — UK corporation tax 219 2,313 Deferred tax (94) 5,512 125 7,825

Current tax is stated net of a tax credit of £2,344,000 on exceptional costs.

The deferred tax charges arise in respect of the origination and reversal of timing differences.

The charge to UK corporation tax is reconciled as follows:

Reconciliation of tax charges 2004 2003 £000 £000 Proﬁt on ordinary activities before taxation 2,368 12,144

Proﬁt on ordinary activities at standard rate of corporation tax in the 710 3,643 UK (30%) Effects of: Expenses not deductible for tax purposes 941 629 Capital allowances for the period in excess of depreciation (1,283) (6,049) Utilisation of tax losses brought forward (160) — Loss on disposal of ﬁxed assets 7 — Intra-group transfer of assets — 4,090 Adjustments in respect of prior periods 4 — 219 2,313

10. Dividends 2004 2003 £000 £000 Ordinary dividend at Nil per share (2003: £4,000,000 per share) on ordinary shares — 4,000

274 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

11. Tangible Fixed Assets Fixtures, Land and ﬁttings and buildings equipment Total

£000 £000 £000 Cost or valuation: At 28 September 2003 – as restated 584,012 2,285 586,297 Additions 1,306 1,041 2,347 Disposals (13,142) (149) (13,291) At 21 August 2004 572,176 3,177 575,353

Depreciation: At 28 September 2003 – as restated — 190 190 Charge for the year 133 733 866 Disposals — (10) (10) At 21 August 2004 133 913 1,046

Net book value: At 21 August 2004 572,043 2,264 574,307 At 28 September 2003 – as restated 584,012 2,095 586,107

The net book amount of leasehold land and buildings comprises: As restated 2004 2003 £000 £000 Freehold 539,919 551,287 Long Leasehold 30,712 30,821 Short Leasehold 1,412 1,904 572,043 584,012

The estate has been revalued as part of the acquisition by the Punch Taverns group on 1 December 2003. The revaluation was completed by the directors in consultation with professional advisors. This valuation has been adopted in the restated amounts at 28 September 2003. See Note 1 regarding the change in accounting policy. If land and buildings had not been revalued they would have been stated on a historical basis as follows: £000 Cost 564,681 Accumulated Depreciation (1,329) Net book value At 21 August 2004 563,352

At 28 September 2003 575,321

As required by FRS 15 and FRS 11 the directors have performed a review of ﬁxed assets for impairment. The company’s policy is to carry properties within the estate at valuation. Therefore 20% of the estate will be revalued professionally by independent valuers each year. Surpluses arising from professional valuations will be taken directly to the revaluation reserve.

275 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

12. Debtors: amounts falling due within one year 2004 2003 £000 £000 Trade debtors 8,443 4,867 Other debtors 1,197 4,877 Amounts owed by immediate parent undertaking 7,276 1,000 Prepayments 536 3,352 17,452 14,096

13. Creditors: amounts falling due within one year 2004 2003 £000 £000 Trade creditors 8,224 17,618 Other creditors 2,572 800 Accruals and deferred income 3,457 897 Corporation tax 2,532 — Amounts owed to group undertakings 22,707 26,276 Other taxes and social security 1,907 2,417 41,399 48,008

Included in amounts owed to group undertakings is £9.4 million (2003: £8.7 million) of term loans.

14. Creditors: amounts falling due after more than one year 2004 2003 £000 £000 Amounts owed to group undertakings: Term loan 491,859 502,066 Subordinated loan 68,598 61,086 560,457 563,152

The subordinated loan owed to Inn Partnership Limited, a fellow subsidiary undertaking, is repayable in 2030, and has an interest rate of 17.5%. The term loans are owed to Punch Taverns (PML) Limited (formerly Pubmaster Limited), a fellow subsidiary undertaking, and comprise the following: £54,284,000 Term A4 Floating Rate Notes due 2009 £115,256,000 Term A5 Floating Rate Notes due 2016 £211,303,000 5.943% Term A6 Secured Notes due 2024 £120,059,000 6.962% Term B2 Secured Notes due 2028 The interest rate on the Term A4 Notes is LIBOR for three months sterling deposits plus a margin of 0.40%. The interest rate on the Term A5 Notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December 2012 and 1.32% thereafter. The term loans are inclusive of issue costs, discounts and premiums of £348,000 (2003: £1,160,000).

Hedging instruments The company has taken out hedging instruments in the form of interest rate swap agreements, to swap the LIBOR interest rate to a ﬁxed rate 5.7% on the Class A4 and Class A5 notes.

276 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

15. Provisions For Liabilities And Charges Onerous Deferred Total lease Tax £000 £000 £000 Provision at 28 September 2003 — 5,512 5,512 Charged to proﬁt and loss account 2,395 (94) 2,301 Utilised in the period (31) — (31) Provision at 21 August 2004 2,364 5,418 7,782

The deferred tax liability comprises the following: 2004 2003 £000 £000 Accelerated capital allowances 6,365 5,672 Short term timing differences (947) — Losses — (160) 5,418 5,512

16. Share Capital 2004 2004 2003 2003 No. £ No. £ Authorised share capital Ordinary shares of £1 each 100 100 100 100

Allotted, called up and fully paid: Ordinary shares of £1 each 1111

277 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

17. Reconciliation Of Shareholders’ Funds And Movements On Reserves Total Revaluation Proﬁt & Loss Shareholders’ Share Capital Reserve Account Funds £000 £000 £000 £000 At 21 June 2002 —— — —

Proﬁt for the period ——4,319 4,319

Dividends ——(4,000) (4,000)

At 28 September 2003 – as previously reported ——319 319

Prior year adjustment — 20,839 (12,148) 8,691

At 28 September 2003 – as restated — 20,839 (11,829) 9,010

Proﬁt for the period ——2,243 2,243

At 21 August 2004 — 20,839 (9,586) 11,253

18. Financial Commitments

Capital Commitments: 2004 2003 £000 £000 Contracted not provided 326 270

At 21 August 2004 the company had annual commitments under non-cancellable operating leases as set out below:

Other commitments: 2004 2003 Land and Buildings £000 £000 Operating leases which expire: Within one year — 17 Within two to ﬁve years 69 135 Over 5 years 248 207 317 359

19. Contingent Liabilities

In accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November 2002) the company has guaranteed the payments of principal of, and interest on, the loan notes issued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 21 August 2004 was £894,222,600 (2003: £909,615,200).

278 Punch Taverns (SPML) Limited (formerly Sister of Pubmaster Limited) For the period ended 21 August 2004

Notes To The Financial Statements for the 47 week period ended 21 August 2004

20. Related Party Transactions The company has taken advantage of the exemption in paragraph 3(c) of FRS8 from disclosing transactions with related parties that are part of the Punch Taverns plc group or investees of the group. There were no other related party transactions during the period.

21. Ultimate parent Undertaking The company’s ultimate parent undertaking and controlling party is Punch Taverns plc, a company registered in England & Wales. The parent undertaking of the only group of undertakings for which group ﬁnancial statements are drawn up and of which the company is a member is Punch Taverns plc. Copies of the ﬁnancial statements of Punch Taverns plc are available from Jubilee House, Second Avenue, Burton upon Trent, Staffordshire, DE14 2WF.

279 APPENDIX 3

3.1

Pubmaster Limited

Annual Report

For the year ended 28 September 2003

280 Pubmaster Limited For the year ended 28 September 2003

Directors’ report for the year ended 28 September 2003 282 Independent auditors’ report to the members of Pubmaster Limited 284 Profit and loss account for the year ended 28 September 2003 285 Balance sheet as at 28 September 2003 286 Reconciliation of movements in equity shareholders’ deficit for the year ended 28 September 2003 287 Accounting policies 288 Notes to the financial statements for the year ended 28 September 2003 290

281 Pubmaster Limited For the year ended 28 September 2003

Directors’ report for the year ended 28 September 2003 The directors present their report and the audited financial statements of the company for the year ended 28 September 2003. Principal activities The company’s principal activity during the year was the operation of public houses, letting the pubs to tenants/lessees through tenancy and lease agreements. The agreements provide that the company derives income from three main sources, namely, the wholesale supply of beer and other products, rent from the tenants/lessees and a share of the profits from gaming machines sited in pubs. Review of the business On 7 November 2002 the company acquired 59 public houses located in Scotland and their related trading assets and liabilities from fellow group companies for a total consideration of £27.9m as part of the group re-organisation of its financing arrangements. This was ultimately satisfied on 28 November 2002 by cash of £23,100,000 and by the creation of an intercompany loan of £4,800,000 attracting an interest rate of 17.5% p.a. On 21 November 2002 the company acquired the entire freehold interest in the portfolio of public houses previously leased from Cousin of Pubmaster Limited, a subsidiary undertaking, for a consideration of £102,628,155 in the form of an interest free intercompany loan note. We continued throughout the year with our successful ‘‘Churn and Invest’’ strategy - selling our under performing pubs and re-investing the proceeds of sale by development of our core estate. During the year under review we have sold 54 pubs and invested £6.3 million in the estate. Results and dividends During the year under review the company made a profit before taxation of £2,151,000 (2002: loss of £1,521,000). This is stated after exceptional operating charges of £4,812,000 (2002: £909,000) (see note 2). The directors do not recommend the payment of a dividend. Directors and their interests The directors who held office during the year were as follows: Mr A Cross (resigned 30 April 2003) Mr R Gundry Mr N A Sammons Mr J R Sands Mr R Tumbull Mr M Womack (resigned 1 July 2003) The directors hold no beneficial interest in the shares of the company. The beneficial interests of the directors at the end of the year in the shares of the ultimate parent undertaking, Pubmistress Limited, are disclosed in the annual report of that company. Employees It is the company’s practice to give full and fair consideration to applications for employment received from disabled persons, subject to the company’s requirements and to the qualifications, ability and aptitude of the individual in each case. Similar consideration is given to any employees who become disabled during their employment. Employees are provided with information about the company through regular briefing bulletins. Political and charitable contributions The company made no political contributions during the year. The company made no charitable donations during the year (2002: £1,000).

282 Pubmaster Limited For the year ended 28 September 2003

Statement of directors’ responsibilities Company law requires the directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. The directors are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors confirm that suitable accounting policies have been used and applied consistently. They also confirm that reasonable and prudent judgements and estimates have been made in preparing the financial statements for the year ended 28 September 2003 and that applicable accounting standards have been followed. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditors The auditors, PricewaterhouseCoopers LLP have indicated their willingness to continue in office. An elective resolution has been passed removing the requirement to reappoint auditors annually. By order of the Board J Deegan 13 November 2003 Secretary

283 Pubmaster Limited For the year ended 28 September 2003

Independent auditors’ report to the members of Pubmaster Limited We have audited the financial statements which comprise the profit and loss account, the balance sheet, the reconciliation of movements in equity shareholders’ deficit and the related notes which have been prepared under the accounting policies set out in the statement of accounting policies.

Respective responsibilities of directors and auditors The directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of directors’ responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the company’s members in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or in to whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors’ report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and transactions is not disclosed.

Basis of audit opinion We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion In our opinion the ﬁnancial statements give a true and fair view of the state of the company’s affairs at 28 September 2003 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Newcastle upon Tyne 13 November 2003

284 Pubmaster Limited For the year ended 28 September 2003

Proﬁt and loss account for the year ended 28 September 2003

2003 2002 Note £’000 £’000 Turnover 1 135,506 127,342 Operating costs 2 (86,743) (85,111) Operating profit 3 48,763 42,231 Loss on sale of fixed assets (2,667) (3,217) Profit on ordinary activities before interest and taxation 46,096 39,014 Interest receivable and similar income 6 28,472 866 Interest payable and similar charges 7 (72,417) (41,401) Profit/(loss) on ordinary activities before taxation 2,151 (1,521) Tax on profit/(loss) on ordinary activities 8 (2,892) (1,746) Loss for the financial year 17 (741) (3,267) There is no difference between the profit/(loss) on ordinary activities before taxation and the loss for the years stated above and their historical cost equivalents. There are no recognised gains and losses other than the reported result stated above.

285 Pubmaster Limited For the year ended 28 September 2003 Balance sheet as at 28 September 2003

2003 2002 Note £’000 £’000 £’000 £’000 Fixed assets Tangible assets 9 427,479 301,036 Investments 10 141,761 146,223 569,240 447,259 Current assets Assets held for resale 11 7,146 7,114 Debtors — Amounts falling due after more than one year 12 524,521 25,304 Debtors — Amounts falling due within one year 12 43,168 18,657 Cash at bank and in hand 41,940 32,890 616,775 83,965 Creditors — Amounts falling due within one year 13 (198,355) (73,580) Net current assets 418,420 10,385 Total assets less current liabilities 987,660 457,644

Creditors — Amounts falling due after more than one year 14 (1,016,955) (486,198) Net liabilities (29,295) (28,554)

Capital and reserves Called up share capital 16 — — Proﬁt and loss account 17 (29,295) (28,554) Total equity shareholders’ deﬁcit (29,295) (28,554)

The ﬁnancial statements were approved by the board of directors on 13 November 2003 and were signed on its behalf by: Director

286 Pubmaster Limited For the year ended 28 September 2003

Reconciliation of movements in equity shareholders’ deﬁcit for the year ended 28 September 2003

2003 2002 £’000 £’000 Loss for the financial year (741) (3,267) Net change in equity shareholders’ deficit (741) (3,267) Equity shareholders’ deficit at 30 September 2002 (28,554) (25,287) Equity shareholders’ deficit at 28 September 2003 (29,295) (28,554)

287 Pubmaster Limited For the year ended 28 September 2003

Accounting policies These financial statements are prepared under the historical cost convention, the accounting policies set out below and in accordance with applicable accounting standards. Consolidation The company is exempt by virtue of s228 of the Companies Act 1985 from the requirement to prepare consolidated financial statements. Turnover Turnover, which is stated net of value added tax, represents amounts charged to third parties. Turnover is attributable to the letting of public houses to independent publicans and the wholesale supply of beer and other products to those publicans, and a share of income from gaming machines sited in pubs. Tangible fixed assets and depreciation All licensed properties are carried at cost less accumulated depreciation. Freehold buildings and properties held on a lease with an unexpired life exceeding 50 years are depreciated in accordance with Financial Reporting Standard Number 15. Depreciation is calculated so as to write off the cost of a fixed asset on a straight line basis over its estimated useful economic life, taking into account expected residual values, using the following rates: Freehold buildings — 50 years Leasehold properties — lower of life of lease or 50 years Fixtures, fittings and equipment — 5 to 10 years Freehold land is not depreciated. Assets held for resale Assets held for resale are stated at the lower of cost and net realisable value. Leases Where the company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a ‘‘finance lease’’. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance charges, are included with creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account, and the capital element which reduces the outstanding obligation for future instalments. All other leases are accounted for as ‘‘operating leases’’ and the rental charges are charged to the profit and loss account on a straight line basis over the life of the lease. Pension costs The Pubmistress Limited group operates a funded pension scheme providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the group. Contributions to the scheme by group companies are charged to the profit and loss account so as to spread the cost of pensions over employees’ working lives with the group. Details of the most recent actuarial valuation and contribution to the scheme can be found in the financial statements of Pubmistress Limited. The Pubmistress Limited group also operates a defined contribution pension scheme. The group’s contributions to this scheme are charged to the profit and loss account as incurred. Deferred taxation Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the

288 Pubmaster Limited For the year ended 28 September 2003 future or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable surpluses from which the future reversal of the underlying timing differences can be deducted. Deferred tax balances are not discounted.

Goodwill Goodwill represents the excess of the fair value of the consideration of acquisitions of subsidiary undertakings or businesses over the fair value of the identifiable net assets acquired. For acquisitions after 28 September 1998 goodwill is capitalised as an intangible asset and amortised through the profit and loss account on a straight line basis over its estimated useful economic life up to a maximum of 20 years. Goodwill previously eliminated against reserves has not been reinstated. On disposal of a subsidiary undertaking or business, goodwill previously written off directly to reserves is transferred to the profit and loss account.

Cash flow statement The company is exempt from the requirements of Financial Reporting Standard 1 (Revised 1996) to prepare a cash flow statement as it is a wholly owned subsidiary undertaking of Pubmaster Holdings Limited and its cash flows are included within the consolidated cash flow statement of Pubmistress Limited, the ultimate parent undertaking at 28 September 2003.

Investments Investments held as ﬁxed assets are carried at cost less any provision for permanent diminution in value.

Debt issue costs and swap premiums Issue costs incurred in the raising of debt are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount. Premiums received for the acquisition of interest rate swaps are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount of the outstanding swap.

289 Pubmaster Limited For the year ended 28 September 2003

Notes to the Financial Statements for the year ended 28 September 2003

1 Analysis of turnover and proﬁt on ordinary activities before taxation The company’s turnover and proﬁt on ordinary activities before taxation is derived wholly within the United Kingdom from its principal activity. 2 Operating costs 2003 2002 £’000 £’000 External charges 62,518 70,400 Staff costs (see note 5) 9,780 6,628 Other operating charges — recurring 6,588 4,662 — exceptional 4,812 909 Depreciation 3,045 2,512 Total operating costs 86,743 85,111

The exceptional operating charges relate to £69,000 costs associated with the raising of loan ﬁnance in the year which do not fall to be capitalised as issue costs in accordance with FRS4 (Capital instruments) and £281,000 of reorganisation costs and £4,462,000 relating to the write down of the investment in subsidiary undertaking to the recoverable amount.

3 Operating proﬁt 2003 2002 £’000 £’000 Operating proﬁt is stated after charging/(crediting): Auditors’ remuneration Audit services 55 65 Rentals payable under operating leases Land and buildings 2,940 10,375 Plant and machinery 1,301 995 Rents receivable from property (26,873) (25,103)

4 Directors’ emoluments 2003 2002 £’000 £’000 Directors’ emoluments Aggregate emoluments 1,145 777

2003 2002 £’000 £’000 Highest paid director Aggregate emoluments 219 196

4 directors (2002: 4) have retirement benefits accruing under the group’s defined benefit scheme. The highest paid director has an accrued pension benefit of £128,467 at 28 September 2003 (£97,106 at 29 September 2002). Included in the above is compensation for loss of office £236,000 (2002: £Nil).

290 Pubmaster Limited For the year ended 28 September 2003

Notes to the Financial Statements for the year ended 28 September 2003

5 Staff numbers and costs The average number of persons employed by the company (including directors) all of whom were categorised as providing administrative support services during the year, was 267 (2002: 201), The aggregate payroll costs of these persons were as follows:

2003 2002 £’000 £’000 Wages and salaries 8,171 5,440 Social security costs 792 585 Other pension costs 817 603 9,780 6,628

6 Interest receivable and similar income

2003 2002 £’000 £’000 Bank deposit interest 1,028 866 Interest receivable from group undertakings 27,392 — Amortisation of swap premium 52 — 28,472 866

7 Interest payable and similar charges

2003 2002 £’000 £’000 Interest payable on loans from group undertaking 71,853 40,931 Amortisation of debt issue costs 493 470 Sundry interest payable 71 — 72,417 41,401

8 Taxation

2003 2002 £’000 £’000 Current tax Group relief payable at 30% Current year 308 260 Adjustment in respect of previous periods (265) 914 Total current tax 43 1,174 Deferred tax Origination and reversal of timing differences 2,849 712 Adjustment in respect of previous periods — (140) Total deferred tax 2,849 572 2,892 1,746

291 Pubmaster Limited For the year ended 28 September 2003

Notes to the Financial Statements for the year ended 28 September 2003

8 Taxation (continued) 2003 2002 £’000 £’000 Proﬁt/(loss) on ordinary activities before taxation 2,151 (1,522) Proﬁt/(loss) on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30% 645 (457) Effects of: Expenses not deductible for tax purposes 2,903 1,428 Capital allowances for the period in excess of depreciation 427 548 Utilisation of losses (3,131) (1,230) Other short term timing of assets 28 (29) Intra-group transfer of assets (49) — Transfer of losses from fellow group undertakings (515) — Adjustments to tax charge in respect of previous periods (265) 914 Current tax charge for the year 43 1,174

There are no factors expected to signiﬁcantly effect the tax charge in future periods.

9 Tangible ﬁxed assets

Leasehold Fixtures, Freehold land land and ﬁttings and and buildings buildings equipment Total £’000 £’000 £’000 £’000 Cost At 30 September 2002 277,697 37,181 16,493 331,371

Transfer from group company 127,678 2,419 1,184 131,281 Additions 5,212 309 803 6,324 Disposals (5,763) (1,464) (547) (7,774) At 28 September 2003 404,824 38,445 17,933 461,202 Accumulated depreciation At 30 September 2002 1,868 18,467 10,000 30,335 Transfer from group company 753 ——753 Charge for the year 970 404 1,671 3,045 Disposals (46) (160) (204) (410) At 28 September 2003 3,545 18,711 11,467 33,723 Net book amount At 28 September 2003 401,279 19,734 6,466 427,479 At 29 September 2002 275,829 18,714 6,493 301,036

292 Pubmaster Limited For the year ended 28 September 2003

Notes to the Financial Statements for the year ended 28 September 2003

9 Tangible ﬁxed assets (continued) The net book amount of leasehold land and buildings comprises:

2003 2002 £’000 £’000 Long leasehold 15,651 16,684 Short leasehold 4,083 2,030 19,734 18,714

10 Fixed asset investments

Shares in subsidiary undertakings £’000 At 30 September 2002 115,751 Provision for diminution in value (4,462) At 28 September 2003 111,289

Loans to subsidiary undertaking £’000 Cost and net book amount At 28 September 2003 and 30 September 2002 30,472 Total investments At 28 September 2003 141,761 At 30 September 2002 146,223

Investment value has been written down to the estimated recoverable amount.

The company owns the following wholly owned subsidiary undertakings:

Country of Class and registration or percentage of Subsidiary undertaking incorporation Principal activity shares held Held by Pubmaster Limited Mercury Taverns (Holdings) Limited England Non-trading Ordinary 100% Cousin of Pubmaster Limited England Property management Deferred 100% Ordinary 100% Held by subsidiary undertakings Mercury Taverns plc England Non-trading Ordinary 100% Son of Pubmaster Limited England Non-trading Ordinary 100% Daughter of Pubmaster Limited England Non-trading Ordinary 100%

In the opinion of the directors the investments in and amounts due from the company’s subsidiary undertakings are worth at least the amounts at which they are stated in the balance sheet.

293 Pubmaster Limited For the year ended 28 September 2003

Notes to the Financial Statements for the year ended 28 September 2003

11 Assets held for resale

2003 2002 £’000 £’000 Finished goods and goods for resale 7,146 7,114 There is no material difference between the replacement cost of assets held for resale and their balance sheet amounts. 12 Debtors

2003 2002 £’000 £’000 Amounts falling due within one year Trade debtors 8,500 6,460 Amounts owed by ultimate parent undertaking — 423 Amounts owed by group undertakings 28,179 6,055 Other debtors 3,995 3,415 Prepayments and accrued income 2,494 2,304 43,168 18,657 Amounts falling due after more than one year Amounts owed by group undertakings 502,066 — Deferred tax asset (note 15) 22,455 25,304 524,521 25,304

13 Creditors — Amounts falling due within one year

2003 2002 £’000 £’000 Trade creditors 22,570 20,632 Amounts owed to group undertakings 150,293 42,577 Other taxes and social security 2,117 2,235 Other creditors 6,660 6,183 Accruals and deferred income 16,715 1,953 198,355 73,580

Included in accruals and deferred income is £15.4 million of interest due on the term loans. 14 Creditors — Amounts falling due after more than one year

2003 2002 £’000 £’000 Amounts owed to group undertakings Subordinated loans 90,523 82,537 Loan note 29,590 29,590 Term loans 896,842 374,071 1,016,955 486,198

The subordinated loans owed to group undertakings are repayable in 2030 and have interest rates of 17½%.

294 Pubmaster Limited For the year ended 28 September 2003

Notes to the Financial Statements for the year ended 28 September 2003

14 Creditors — Amounts falling due after more than one year (continued) The loan note owed to a subsidiary undertaking is repayable in 2005. The term loans are owed to Pubmaster Finance Limited, a fellow subsidiary undertaking, and comprise the following: £74,000,000 Term A1 Floating Rate Notes due 2009 £26,500,000 Term A2 Floating Rate Notes due 2011 £201,000,000 7.379 per cent Term A3 Notes due 2022 £77,500,000 8.45 per cent Term B1 Notes due 2025 £65,615,200 Term A4 Floating Rate Notes due 2009 £120,000,000 Term A5 Floating Rate Notes due 2016 £220,000,000 5.953 per cent Term A6 Secured Notes due 2024 £125,000,000 6.972 per cent Term B2 Secured Notes due 2028 The interest rate on the Term Al Notes is LIBOR for three months sterling deposits plus a margin of 1.01%. The interest rate on the Term A2 Notes is LIBOR for three months sterling deposits plus a margin of 1.26% up to September 2009 and 2.51% thereafter. The interest rate on the Term A4 Notes is LIBOR for 3 months sterling deposits plus a margin of 0.41%. The interest rate on the Term A5 notes is LIBOR for three months sterling deposits plus a margin of 0.54% up to December 2012 and thereafter 1.33 per cent. The term loans are stated net of issue costs, discounts and premiums of £3,251,000 as at 28 September 2003 (2002: £4,929,000).

15 Deferred taxation The deferred tax asset recognised in the accounts comprises the following:

2003 2002 £’000 £’000 Accelerated capital allowances 4,251 369 Short term timing differences 116 116 Losses 18,088 24,819 At 28 September 2003 22,455 25,304

Movement in the amount recognised in the period:

£’000 Balance as at 29 September 2002 25,304 Deferred tax charge for the year ended 28 September 2003 (2,849) At 28 September 2003 22,455

16 Share capital

2003 2002 £’000 £’000 Authorised 100 (2002: 100) ordinary shares of £1 each 100 100 Allotted, called-up and fully paid 1 (2002: 1) ordinary share of £1 each 1 1

295 Pubmaster Limited For the year ended 28 September 2003

Notes to the Financial Statements for the year ended 28 September 2003

17 Reserves

Profit and loss account £’000 At 30 September 2002 (28,554) Profit for the financial year (741) At 28 September 2003 (29,295)

The cumulative amount of goodwill which has been eliminated against reserves is £47,069,000 (2002: £47,069,000). 18 Commitments (a) Capital commitments at the end of the ﬁnancial year for which no provision has been made.

2003 2002 £’000 £’000 Committed but not provided 363 88

(b) Annual commitments under non-cancellable operating leases are as follows:

2003 2002 Land and Land and buildings Other buildings Other £’000 £’000 £’000 £’000 Operating leases which expire: Within one year 61 315 1,456 405 In the second to ﬁfth years inclusive 383 818 130 665 After ﬁve years 495 — 715 — 939 1,133 2,301 1,070

19 Contingent liabilities In accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November 2002) the company has guaranteed the payments of principal of, and interest on, the loan notes issued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 28 September 2003 was £909,615,200 (2002: £379,000,000). 20 Related party transactions Transactions with other companies within the Pubmistress Limited group are not disclosed as the company has taken advantage of the exemption available under Financial Reporting Standard 8 ‘‘Related Party Disclosures’’. 21 Ultimate parent undertaking The immediate parent undertaking is Pubmaster Holdings Limited. The ultimate parent undertaking and controlling party at 28 September 2003 is Pubmistress Limited, a company registered in England and Wales. Copies of Pubmistress Limited consolidated ﬁnancial statements can be obtained from The Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3HZ.

296 APPENDIX 3

3.2

Pubmaster Holdings Limited

Annual report

For the year ended 28 September 2003 Registered Number 3720775

297 Pubmaster Holdings Limited For the period ended 28 September 2003

Annual Report for the year ended 28 September 2003

Contents

Directors’ report for the year ended 28 September 2003 299 Independent auditors’ report to the members of Pubmaster Holdings Limited 301 Group profit and loss account for the year ended 28 September 2003 302 Group balance sheet as at 28 September 2003 303 Company balance sheet as at 28 September 2003 304 Reconciliation of movements in group equity shareholders’ deficit for the year ended 28 September 2003 305 Group cash flow statement for the year ended 28 September 2003 306 Accounting policies 307 Notes to the financial statements for the year ended 28 September 2003 309

298 Pubmaster Holdings Limited For the period ended 28 September 2003

Directors’ report for the year ended 28 September 2003 The directors present their report and the audited non-statutory ﬁnancial statements for the year ended 28 September 2003.

Principal activities The company’s principal activity during the year was as an intermediate holding company. The principal activity of the company’s subsidiaries during the year was the operation of public houses, letting the pubs to tenants and lessees through tenancy and lease agreements. The agreements provide that the subsidiaries derive income from three main sources, namely, the wholesale supply of beer and other products, rent from the tenants/lessees and a share of the proﬁts from gaming machines sited in pubs.

Review of the business We continued throughout the year with our successful ‘‘Churn and Invest’’ strategy - selling our underperforming pubs and re-investing the proceeds of sale by development of our core estate. During the year under review we have sold 69 pubs and invested £10.2 million in the estate. We remain a major operator in the tenanted/leased pub industry and retain confidence in our ability to continue to exploit growth opportunities as they arise. The group re-financed the acquisition of 59 pubs located in Scotland and 1,200 tenanted/leased pubs located principally in the North West, Midlands and South West of England by issuing £535 million (gross) of new fixed and floating rate notes on 28 November 2002. The assets had been acquired earlier in the year by other companies within the Pubmistress Limited (the group’s ultimate parent company) group. The businesses had been successfully integrated with the existing business of the securitised group prior to the issue of new notes which refinanced the original acquisition debt, bringing the legal and beneficial title to the new assets into the securitised group principally via Sister of Pubmaster Limited a newly created subsidiary of Pubmaster Holdings Limited. The new notes are structured in a similar manner to, and rank pari-passu with, existing classes of notes already in issue, security being granted to all classes of notes over all assets then held in the securitised group.

Results and dividends During the year to 28 September 2003 the group made a proﬁt before taxation of £19,837,000 (2002: £7,952,000). This is stated after exceptional operating charges of £1,990,000 (2002: £909,000) (see note 2). During the year the group paid dividends of £4,000,000 (2002: £Nil). The directors do not recommend the payment of a ﬁnal dividend (2002: £Nil).

Directors and their interests The directors who held office during the year were as follows: MrFEJGBrackenbury CBE SPV Management Limited Mr J R. Sands Mr R Turnbull The directors hold no beneﬁcial interests in the shares of the company. The beneﬁcial interests of the directors at the end of the year in the shares of the ultimate parent undertaking, Pubmistress Limited, are disclosed in the annual report of that company.

Employees It is the company’s practice to give full and fair consideration to applications for employment received from disabled persons, subject to the company’s requirements and to the qualiﬁcations, ability and aptitude of the individual in each case.

299 Pubmaster Holdings Limited For the period ended 28 September 2003

Employees are provided with information about the company through regular brieﬁng bulletins.

Political and charitable contributions The group made no political contributions during the year. Charitable donations amounted to £Nil (2002: £1,000).

Statement of directors’ responsibilities Company law requires the directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. The directors are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors confirm that suitable accounting policies have been used and applied consistently. They also confirm that reasonable and prudent judgements and estimates have been made in preparing the financial statements for the year ended 28 September 2003 and that applicable accounting standards have been followed. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By order of the Board

J Deegan Secretary 13 November 2003

300 Pubmaster Holdings Limited For the period ended 28 September 2003

Independent auditors’ report to the members of Pubmaster Holdings Limited We have audited the financial statements which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the reconciliation of movements in group shareholders’ deficit, the group cash flow statement, the statement of accounting policies and the related notes.

Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and the group at 28 September 2003 and of the profit and cash flows of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Newcastle upon Tyne 13 November 2003

301 Pubmaster Holdings Limited For the period ended 28 September 2003

Group proﬁt and loss account for the year ended 28 September 2003

Continuing operations Acquisitions 2003 2002 Note £’000 £’000 £’000 £’000 Turnover 1 135,506 104,734 240,240 127,342 Operating costs 2 (80,923) (55,194) (136,117) (76,054) Operating profit 3 54,583 49,540 104,123 51,288 Loss on sale of fixed assets (3,498) (2,839) Profit on ordinary activities before interest and taxation 100,625 48,449 Interest receivable and similar income 6 2,638 866 Interest payable and similar charges 7 (83,426) (41,363) Profit on ordinary activities before taxation 19,837 7,952 Tax on profit on ordinary activities 8 (11,153) (4,579) Profit on ordinary activities after taxation 8,684 3,373 Dividends 9 (4,000) — Retained profit for the financial year 18 4,684 3,373

There is no difference between the proﬁt on ordinary activities before taxation and the retained proﬁt for the year stated above and their historical cost equivalents. There are no recognised gains and losses other than the result set out above.

302 Pubmaster Holdings Limited For the period ended 28 September 2003

Group balance sheet as at 28 September 2003

2003 2002 Note £’000 £’000 £’000 £’000 Fixed assets Tangible assets 10 1,004,812 404,352 Current assets Assets held for resale 12 9,864 7,114 Debtors – Amounts falling due after more than one year 13 16,942 25,304 Debtors – Amounts falling due within one year 13 27,401 15,072 Cash at bank and in hand 68,876 32,890 123,083 80,380 Creditors – Amounts falling due within one year 14 (90,030) (43,394) Net current assets 33,053 36,986 Total assets less current liabilities 1,037,865 441,338 Creditors – Amounts falling due after more than one year 15 (1,048,451) (456,608) Net liabilities (10,586) (15,270)

Capital and reserves Called up share capital 17 84,000 84,000 Merger reserve 18 (84,000) (84,000) Proﬁt and loss account 18 (10,586) (15,270) Total equity shareholders’ deﬁcit (10,586) (15,270)

303 Pubmaster Holdings Limited For the period ended 28 September 2003

Company balance sheet as at 28 September 2003

2003 2002 Note £’000 £’000 Fixed assets Investments 11 84,000 84,000 Current assets Debtors 13 1,000 — 1,000 — Creditors – amounts falling due within one year 14 (1,000) — Net current assets — — Net assets 84,000 84,000

Capital and reserves Called up share capital 17 84,000 84,000 Total equity shareholders’ funds 84,000 84,000

The ﬁnancial statements were approved by the boards of directors on 13 November 2003 and were:

Director

304 Pubmaster Holdings Limited For the period ended 28 September 2003

Reconciliation of movements in group shareholders’ deﬁcit for the year ended 28 September 2003

2003 2002 £’000 £’000 Profit for the financial year after taxation 8,684 3,373 Dividends (4,000) — Net decrease in equity shareholders’ deficit 4,684 3,373 Equity shareholders’ deficit at 30 September 2002 (15,270) (18,643) Equity shareholders’ deficit at 28 September 2003 (10,586) (15,270)

305 Pubmaster Holdings Limited For the period ended 28 September 2003

Group cash ﬂow statement for the year ended 28 September 2003

2003 2002 Note £’000 £’000 £’000 £’000 Net cash inflow from operating activities 19 117,448 60,592 Returns on investment and servicing of finance Interest received 1,346 873 Interest paid (67,404) (40,728) Swap premium received 17,083 — Payment for swap amendment (7,383) Issue costs of new loan finance (7,778) — Net cash outflow from returns on investment and servicing of finance (64,136) (39,855) Dividends paid (4,000) Capital expenditure and financial investment Purchase of tangible fixed assets (615,286) (6,323) Sale of tangible fixed assets 6,760 6,165 Net cash outflow from capital expenditure (608,526) (158) Net cash (outflow)/inflow before financing (559,214) 20,579 Financing Proceeds from new loan funding 20 599,585 Repayment of loan notes 20 (4,385) Net cash outflow from financing 595,200 — Increase in net cash 21 35,986 20,579

306 Pubmaster Holdings Limited For the period ended 28 September 2003

Statement of accounting policies These ﬁnancial statements are prepared under the historical cost convention, the accounting policies set out below and in accordance with applicable accounting standards.

Basis of merger accounting The company was incorporated on 25 February 1999. On 24 June 1999, the Pubmaster Group entered into a group reorganisation whereby the company acquired Pubmaster Limited and its subsidiaries from Pubmaster Group Limited via a share for share exchange. As the transaction did not give rise to any change in the ultimate ownership of the group, these consolidated ﬁnancial statements have been prepared using the principles of merger accounting.

Group consolidation The group accounts comprise a consolidation of the accounts of Pubmaster Holdings Limited and its subsidiary undertakings. The results of subsidiaries acquired in the year are included in the group financial statements from the date of acquisition As permitted by Section 230 (1) of the Companies Act 1985, the parent company has not presented its own profit and loss account. The amount of profit after taxation dealt with in the accounts of the parent company is £4,000,000 (2002: £nil).

Turnover Turnover, which is stated net of value added tax, represents amounts charged to third parties. Turnover is attributable to the letting of public houses to independent publicans and the wholesale supply of beer and other products to those publicans and a share of income from gaming machines sited in pubs.

Tangible fixed assets and depreciation All licensed properties are carried at cost less accumulated depreciation. Freehold buildings and properties held on a lease with an unexpired life exceeding 50 years are depreciated in accordance with Financial Reporting Standard Number 15. Depreciation is calculated so as to write off the cost of a fixed asset on a straight line basis over its estimated useful economic life, taking into account expected residual values, using the following rates: Freehold buildings — 50 years Leasehold properties — lower of life of lease or 50 years Fixtures, fittings and equipment — 5 to 10 years Freehold land is not depreciated.

Assets held for resale Assets held for resale are stated at the lower of cost and net realisable value.

Leases Where the company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a ‘‘finance lease’’. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account, and the capital element which reduces the outstanding obligation for future instalments. All other leases are accounted for as ‘‘operating leases’’ and the rental charges are charged to the profit and loss account on a straight line basis over the life of the lease.

307 Pubmaster Holdings Limited For the period ended 28 September 2003

Pension costs Group companies contribute to a funded pension scheme providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the company. Contributions to the scheme by group companies are charged to the profit and loss account so as to spread the cost over employees’ working lives with the company. Details of the most recent actuarial valuation and contribution to the scheme can be found in the financial statements of Pubmistress Limited. Group companies also operate a defined contribution pension scheme. Contributions to the scheme are charged to the profit and loss account as incurred.

Deferred taxation Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable surpluses from which the future reversal of the underlying timing differences can be deducted. Deferred tax balances are not discounted.

Investments Investments held as ﬁxed assets are carried at cost less any provision for permanent diminution in value.

Financial instruments Interest rate cap agreements taken out are recorded at cost in the balance sheet and amortised over the period of the agreements. Amounts payable or receivable in respect of interest rate cap and swap agreements are recognised in the interest payable charge on an accruals basis. The interest differential amounts due to/from the group on interest rate swaps are accrued until settlement date and are recognised as an adjustment to interest expense.

308 Pubmaster Holdings Limited For the period ended 28 September 2003

Notes to the ﬁnancial statements for the year ended 28 September 2003

1 Analysis of turnover and proﬁt on ordinary activities before taxation The group’s turnover and proﬁt on ordinary activities before taxation are derived wholly within the United Kingdom from its principal activity.

2 Operating costs

Continuing operations Acquisitions 2003 2002 £’000 £’000 £’000 £’000 External charges 61,161 52,055 113,216 61,093 Staff costs (see note 5) 9,780 — 9,780 6,628 Other operating charges — recurring 6,589 — 6,589 4,663 — exceptional 350 1,640 1,990 909 Depreciation 3,043 1,499 4,542 2,761 80,923 55,194 136,117 76,054

The exceptional other operating charges in 2003 relate to £1,709,000 of costs associated with the 2002 securitisation which do not fall to be capitalised and amortised in accordance with FRS4, (Capital Instruments) and £281,000 of restructuring costs. The exceptional other operating charges incurred in 2002 relate to restructuring costs.

3 Operating proﬁt

2003 2002 £’000 £’000 Operating proﬁt is stated after charging/(crediting): Auditors remuneration 105 65 Rentals payable under operating leases: Land and buildings 2,324 1,068 Plant and machinery 1,302 995 Rents receivable from properties (54,317) (25,103)

4 Directors’ emoluments

2003 2002 £’000 £’000 Directors’ emoluments Aggregate emoluments 434 340

2003 2002 £’000 £’000 Highest paid director Aggregate emoluments 219 196

2 (2002: two) directors have benefits accruing under a defined benefit pension scheme (see note 24). The accrued pension benefit of the highest paid director at 28 September 2003 totalled £128,467 (2002: £97,106).

309 Pubmaster Holdings Limited For the period ended 28 September 2003

5 Staff numbers and costs The average number of persons employed by the company (including directors) during the year, analysed by category, was as follows:

Number of employees 2003 2002 Administration 267 201

The aggregate payroll costs of these persons were as follows:

2003 2002 £’000 £’000 Wages and salaries 8,171 5,440 Social security costs 792 585 Other pension costs (see note 24) 817 603 9,780 6,628

6 Interest receivable and similar income

2003 2002 £’000 £’000 Bank deposit interest 1,346 866 Amortisation of swap premium 1,292 — 2,638 866

7 Interest payable and similar charges

2003 2002 £’000 £’000 Secured loan notes 82,307 40,893 Sundry interest payable 71 — Amortisation of debt issue costs 1,048 470 83,426 41,363

8 Taxation (a) Analysis of charge in the period

2003 2002 £’000 £’000 Current tax Group relief payable at 30% 3,054 3,063 Adjustment in respect of previous periods (263) 944 Total current tax 2,791 4,007 Deferred tax Origination and reversal of timing differences 8,566 712 Adjustment in respect of previous periods (204) (140) Total deferred tax 8,362 572 11,153 4,579

310 Pubmaster Holdings Limited For the period ended 28 September 2003

8 Taxation (continued) (b) Factors affecting tax charge in the period

2003 2002 £’000 £’000 Proﬁt on ordinary activities before taxation 19,837 7,952 Proﬁt on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30% (2002 – 30%) 5,951 2,386 Effects of: Expenses not deductible for tax purposes 5,668 1,390 Capital allowances for the period in excess of depreciation (5,622) 548 Other short-term timing differences 28 (31) Utilisation of tax losses (2,971) (1,230) Adjustments to tax charge in respect of previous periods (263) 944 Current tax charge for the period (note 8(a)) 2,791 4,007

9 Dividends

2003 2002 £’000 £’000 Dividends paid in year £0.047 per share (2002 - £Nil) 4,000 —

10 Tangible ﬁxed assets Group

Freehold Leasehold Fixtures, land and land and ﬁttings and buildings buildings equipment Total £’000 £’000 £’000 £’000 Cost At 30 September 2002 381,773 37,181 16,493 435,447 Transfer from group companies 568,739 33,877 2,479 605,095 Additions 7,300 1,091 1,800 10,191 Disposals (8,882) (1,264) (554) 10,700 At 28 September 2003 948,930 70,885 20,218 1,040,033 Accumulated depreciation At 30 September 2002 2,628 18,467 10,000 31,095 Charge for year 2,068 613 1,861 4,542 Disposals (52) (160) (204) (416) At 28 September 2003 4,644 18,920 11,657 35,221 Net book amount At 28 September 2003 944,286 51,965 8,561 1,004,812 At 29 September 2002 379,145 18,714 6,493 404,352

The land and buildings transferred were acquired for an amount determined by reference to a valuation performed by DTZ, an independent specialist property valuer, on an existing use basis.

311 Pubmaster Holdings Limited For the period ended 28 September 2003

10 Tangible ﬁxed assets (continued) The net book amount of leasehold land and buildings comprises:

2003 2002 £’000 £’000 Long leasehold 46,007 16,684 Short leasehold 5,958 2,030 51,965 18,714

The company has no tangible ﬁxed assets.

11 Fixed asset investments

Company

Shares in subsidiary undertakings £’000 Cost and net book amount At 28 September 2003 and 30 September 2002 84,000

The subsidiaries, all of which are included within the consolidation and are wholly owned, are as follows:

Country of registration or Principal Class/percentage Subsidiary undertaking incorporation activity of shares held Held by Pubmaster Holdings Limited Pubmaster Limited England Operator of Ordinary 100% public houses Sister of Pubmaster Limited England Operator of Ordinary 100% public houses Pubmaster Finance Limited Cayman Islands Finance Ordinary 100% Held by subsidiary undertakings Cousin of Pubmaster Limited England Property Deferred 100% management Ordinary 100% Son of Pubmaster Limited England Non-trading Ordinary 100% Daughter of Pubmaster Limited England Non-trading Ordinary 100% Mercury Taverns (Holding) Limited England Non-trading Ordinary 100% Mercury Taverns plc England Non-trading Ordinary 100%

12 Assets held for resale

Group Company Group Company 2003 2003 2002 2002 £’000 £’000 £’000 £’000 Finished goods and goods for resale 9,864 — 7,114 —

There is no material difference between the replacement cost of assets held for resale and their balance sheet amounts.

312 Pubmaster Holdings Limited For the period ended 28 September 2003

13 Debtors

Group Company Group Company 2003 2003 2002 2002 £’000 £’000 £’000 £’000 Amounts falling due within one year — Trade debtors 13,235 — 6,328 — Amounts owed by ultimate parent undertaking ——423 — Amounts owed by immediate parent undertaking 1,000 1,000 —— Amounts owed by group undertakings 1,166 — 2,269 — Other debtors 8,872 — 3,749 — Prepayments and accrued income 3,128 — 2,303 — 27,401 1,000 15,072 —

Group Company Group Company 2003 2003 2002 2002 £’000 £’000 £’000 £’000 Amounts falling due after more than one year — Deferred tax asset (note 16) 16,942 — 25,304 — 16,942 — 25,304

14 Creditors — Amounts falling due within one year

Group Company Group Company 2003 2003 2002 2002 £’000 £’000 £’000 £’000 Secured notes 9,522 — — Trade creditors 40,188 — 20,632 — Amounts owed to ultimate parent undertaking 4,096 — 3,229 — Amounts owed to immediate parent undertaking 237 6,573 Amounts owed to group undertakings 4,845 — 2,058 — Amounts owed to subsidiary undertakings — 1,000 —— Other creditors 7,460 — 6,183 — Other taxes and social security 4,534 — 2,235 — Accruals and deferred income 19,148 — 2,484 — 90,030 1,000 43,394 —

313 Pubmaster Holdings Limited For the period ended 28 September 2003

15 Creditors — Amounts falling due after more than one year

Group Company Group Company 2003 2003 2002 2002 £’000 £’000 £’000 £’000 Secured notes 896,842 — 374,071 — Amounts owed to group undertaking 66,552 — —— Amounts owed to immediate parent undertaking 85,057 — 82,537 — 1,048,451 — 456,608

On 28 November 2002 a subsidiary of the group, Pubmaster Finance Limited, issued £535 million of secured notes, in addition to secured notes issued in June 1999 and February 2000 (the ‘‘Notes’’). The nominal value of the Notes in issue at the year end and which are listed on the Luxembourg Stock Exchange comprise:

£74,000,000 Class A1 Secured Floating Rate Notes due 2009 £26,500,000 Class A2 Secured Floating Rate Notes due 2011 £201,000,000 7.369 per cent Class A3 Secured Notes due 2022 £65,615,200 Class A4 Secured Floating Rate Notes due 2009 £120,000,000 Class A5 Secured Floating Rate Notes due 2016 £220,000,000 5.943 per cent Class A6 Secured Notes due 2024 £77,500,000 8.44 per cent Class B1 Secured Notes due 2025 £125,000,000 6.962 per cent Class B2 Secured Notes due 2028

The Notes are secured by legal mortgages and ﬁxed and ﬂoating charges over all of the assets of Pubmaster Holdings Limited and its subsidiaries (the ‘‘Securitisation Group’’). The Notes are also secured over the future rental income stream from tenants of the Securitisation Group’s public houses. The Class B Notes are subordinate to the Class A Notes.

The interest rate on the Class A1 Notes is LIBOR for three months sterling deposits plus a margin of 1%. The interest rate on the Class A2 Notes is LIBOR for three months sterling deposits plus a margin of 1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Class A4 Notes is LIBOR for three months sterling deposits plus a margin of 0.4%. The interest rate on the Class A5 Notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December 2012 and 1.32% thereafter.

Interest rate swap agreements have been entered into to cover the Class A1 and Class A2 Notes at a ﬁxed rate of 5.7535% plus a margin of 1% on the Class A1 Notes and a margin of 1.25% on the Class A2 Notes and at 5.7% plus a margin of 0.75% and 0.88% on the Class A4 and Class A5 notes respectively.

The amounts owed to the immediate parent undertaking and to other group undertakings are subordinated loans repayable in 2030 attracting interest rates of 17½%.

314 Pubmaster Holdings Limited For the period ended 28 September 2003

15 Creditors — Amounts falling due after more than one year (continued) Secured notes are repayable as follows:

Group Company Group Company 2003 2003 2002 2002 £’000 £’000 £’000 £’000 Gross bank and other borrowings 909,615 — 379,000 — Less: Debt issue costs (3,251) — (4,929) — Net bank and other borrowings 906,364 — 374,071 — Gross borrowings are repayable as follows: Less than one year 9,522 — —— Between one and two years 23,403 — 425 — Between two and ﬁve years 78,831 — 47,346 — In ﬁve years or more 797,859 — 331,229 — 909,615 — 379,000 —

16 Deferred taxation

Group

The deferred tax asset recognised in the ﬁnancial statements is as follows:

Amount recognised 2003 2002 £’000 £’000 Accelerated capital allowances (1,421) 369 Short term timing differences 145 116 Losses 18,218 24,819 16,942 25,304

Movement in the deferred tax account is shown below:

£’000 Balance as at 30 September 2002 25,304 Deferred tax charge for the year ended 28 September 2003 (8,362) At 28 September 2003 16,942

17 Share capital

Group and Company

2003 2002 £ £ Authorised, allotted, called-up and fully paid Equity 84,000,100 ordinary shares of £1 84,000,100 84,000,100

315 Pubmaster Holdings Limited For the period ended 28 September 2003

18 Reserves

Group

Merger Proﬁt and reserve loss account £000 £’000 At 30 September 2003 (84,000) (15,270) Proﬁt for the year — 8,684 Dividends — (4,000) At 28 September 2003 (84,000) (10,586)

Company

Proﬁt and loss account £’000 At 28 September 2003 and 30 September 2002 —

19 Reconciliation of operating proﬁt to net cash ﬂow from operating activities

2003 2002 £000 £’000 Operating proﬁt 104,123 51,288 Depreciation charges 4,542 2,761 (Increase)/decrease in assets held for resale (2,724) 393 Increase in debtors (12,508) (2,819) Increase in creditors 24,014 8,969 Net cash inﬂow from operating activities 117,448 60,592

20 Reconciliation of net cash ﬂow to movement in net debt

2003 2002 £000 £’000 Increase in cash 35,986 20,579 Issue of new loan notes (599,585) — Repayment of loans 4,385 — Issue costs and swap premium receipts (1,922) — Change in net debt resulting from cash ﬂow (561,136) 20,579 Other non-cash changes (4,244) (469) Movement in net debt in the year (565,380) 20,110

316 Pubmaster Holdings Limited For the period ended 28 September 2003

21 Analysis of change in net debt

At At 30 September Other non- 28 September 2002 Cash ﬂow cash changes 2003 £’000 £’000 £’000 £’000 Cash at bank and in hand 32,890 35,986 — 68,876 Debt due within one year — (9,522) — (9,522) Debt due after one year (456,608) (587,600) (4,244) (1,048,451) (456,608) (597,122) (4,244) (1,057,973) (423,718) (561,136) (4,244) (989,097)

Cash at bank and in hand includes £5,333,000 (2002: £5,871,000) which is subject to certain restrictions on its use by the group.

22 Commitments Group a) The group had authorised capital commitments of £633,000 (2002: £88,000) at the end of the ﬁnancial year which had not been contracted. b) The group’s annual commitments under non-cancellable operating leases are as follows:

2003 2002 Land and Land and buildings Other buildings Other £’000 £’000 £’000 £’000 Operating leases which expire: Within one year 78 315 98 405 In the second to ﬁfth years inclusive 518 818 130 665 Over ﬁve years 702 — 715 — 1,298 1,133 943 1,070

Company The company had no capital commitments nor commitments under non-cancellable operating leases at the end of the ﬁnancial year.

23 Derivatives and other financial instruments Set out below are the narrative and numerical disclosures required by Financial Reporting Standard 13 ‘‘Derivatives and other financial instruments’’ (FRS 13). The group has taken advantage of the exemption available under FRS 13 not to provide numerical disclosures in relation to short term debtors and creditors. a) Financial instruments The group’s financial instruments, other than derivatives, comprise borrowings, cash and liquid resources, and various items such as trade debtors and trade creditors etc, that arise from its operations. The main purpose of these financial instruments is to manage the group’s operations. The group entered into an interest rate swap agreement covering the outstanding floating rate loan rates. The purpose of these transactions is to manage the interest rate risks arising from the group’s sources of finance. It is, and has been throughout the year under review, the policy of the group that no trading in financial instruments shall be undertaken.

317 Pubmaster Holdings Limited For the period ended 28 September 2003

23 Derivatives and other ﬁnancial instruments (continued) The main risks from the group’s ﬁnancial instruments are interest rate risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below. b) Interest risk

The group finances its operations through a mixture of retained profits and bank borrowings. The group borrows at both fixed and floating rates of interest and then uses interest rate swap agreements to manage the group’s exposure to interest rate fluctuations. At the year end £770.6 million 72.92% (2002: £278.5 million 78.2%) of the group’s borrowings were at fixed rates of interest. A further £286.1 million 27.08% (2002: 21.8% £100.5 million) of debt was covered by interest rate swaps at fixed interest rates between 5.7% and of 5.7535% plus a margin of between 0.75%1.00% to 1.25% c) Liquidity risk

As regards liquidity, the group’s policy has throughout the year been to maintain the most appropriate mix of short, medium and long term borrowings from the group’s lenders. d) Interest rate and currency proﬁle of ﬁnancial assets and liabilities

After taking into account interest rate swaps entered into by the group, the interest rate and currency proﬁle of the group’s ﬁnancial liabilities at 28 September 2003 was:

Fixed rate ﬁnancial Total liabilities Currency £’000 £’000 Sterling — Financial liabilities 1,056,737 1,056,737 At 28 September 2003 1,056,737 1,056,737 Sterling — Financial liabilities 461,535 461,535 At 30 September 2002 461,535 461,535

Fixed rate ﬁnancial liabilities:

Weighted average Weighted period for average which rate is interest rate ﬁxed Currency % Years Sterling — Financial liabilities 8.31 15.93 At 28 September 2003 8.31 15.93 Sterling — Financial liabilities 8.79 15.36 At 30 September 2002 8.79 15,36

See note 15 for further details of the group’s interest rate swap arrangements.

The group has short term cash deposits of £68,876,000 (2002: £32,890,000), all of which are denominated in sterling and earn interest at variable market rates.

318 Pubmaster Holdings Limited For the period ended 28 September 2003

23 Derivatives and other financial instruments (continued) e) Maturity of financial liabilities and undrawn commitments The maturity profile of the group’s financial liabilities at 28 September 2003 was as follows:

2003 2002 Liabilities Liabilities £’000 £’000 Within one year 9,522 — In more than one year, but not more than two years 23,403 425 In more than two years, but not more than five years 78,831 47,346 In more than five years 944,981 413,764 1,056,737 461,535 The group had no undrawn commitments at 28 September 2003 or 29 September 2002. f) Fair values of financial assets and liabilities Set out below is a comparison by category of book values and fair values of the group’s financial assets and liabilities as at 28 September 2003:

2003 2002 Book value Fair value Book value Fair value £’000 £’000 £’000 £’000 Cash at bank and in hand 63,543 63,543 27,019 27,019 Restricted access bank balances 5,333 5,333 5,871 5,871 Bank and other loans repayable within one year (9,522) (9,522) —— Bank and other loans repayable after more than 1 year (1,048,451) (1,130,723) (461,535) (514,180) Interest rate swaps (8,408) (17,256) — (5,619) The fair value of the financial assets and liabilities due in less than one year approximate their respective book values as a result of the short term nature of these assets and liabilities. The interest rate swap has been marked to market to produce a fair value figure. All other fair values shown above have been calculated by discounting cash flows at prevailing interest rates. g) Gains and losses on hedges The group uses interest rate swaps to manage its interest rate exposure. Changes in the fair value of instruments used as hedges are not recognised in the financial statements until the hedged position matures. An analysis of these unrecognised gains and losses at 28 September 2003 is as follows:

Total net Gains Losses losses £’000 £’000 £’000 Unrecognised gains and losses on hedges at 30 September 2002 — (5,619) (5,619) Changes in value arising in 2003 and unrecognised during 2003 — (3,229) (3,229) Unrecognised gains and losses on hedges at 28 September 2003 — (8,848) (8,848) of which: Gains and losses expected to be recognised in more than one year — (8,848) (8,848) 24 Pension scheme The group contributes to a defined contribution pension scheme and a funded pension scheme providing benefits based on final pensionable pay.

319 Pubmaster Holdings Limited For the period ended 28 September 2003

24 Pension scheme (continued) Contributions to the deﬁned contribution scheme in the ﬁnancial year amounted to £230,000 (2002: £110,000). There were £29,000 (2002: £Nil) of contributions outstanding at the end of the year.

Contributions to the defined benefit pension scheme are charged to the profit and loss account so as to spread the cost of pensions over employees’ working lives with the group. The pension cost for the period in relation to this scheme represents the contributions payable by the group and amounted to £606,000 (2002: £493,000). There were £62,000 (2002: £Nil) of contributions at the end of the year. The contributions are determined by a qualified actuary on the basis of triennial valuation using the projected unit method. The most recent valuation was 6 April 2001. The assumptions which have the most significant effect on the results of the valuation are:

that the investment return on the assets of the plan will on average exceed general salary inﬂation by at least 2.25% per annum over the long term;

that future increases in salaries of staff and executive members will be in line with experience of similar schemes;

that pensions can be secured on a gross rate of interest of at least 6.0% per annum before allowing for pension increases at the rate of 3.0% per annum.

The most recent actuarial valuation showed that the market value of the scheme’s assets was £27,528,769 and that the value of those assets represented 106% of the beneﬁts that had accrued to members, after allowing for expected future increases in earnings. Since June 2002 the group has paid contributions of 15% of salaries and the members have paid contributions as required under the scheme rules.

25 FRS17 retirement benefits The Company operates a defined benefit pension scheme in the UK. A full actuarial valuation was carried out as at 6 April 2001. The results of that valuation have been projected to 28 September 2003 and then recalculated based on the following assumptions:

At 28 September At 29 September At 30 September 2003 2002 2001 Rate of increase in salaries 4.00% 4.00% 4.25% LPI increases for pensions in payment 2.50% 2.25% 2.25% Liability discount rate 5.50% 5.75% 6.00% Inﬂation assumption 2.75% 2.50% 2.50% Revaluation of deferred pensions 2.75% 2.50% 2.50%

320 Pubmaster Holdings Limited For the period ended 28 September 2003

25 FRS17 retirement beneﬁts (continued) The assets in the scheme and the expected rate of return were:

Long-term Long-term rate of rate of Long-term return return rate of Value at expected at Value at expected at Value at return expected at 30 28 September 28 September 28 September 29 September 30 September September 2003 2003 2002 2002 2001 2001 £’000 £’000 £’000 Equities 6.50% 16,156 7.00% 13,867 7.25% 16,033 Bonds 5.00% 4,880 5.00% 4,817 5.25% 5,397 Insured pensions 6.50% 3,057 7.00% 2,986 7.25% 3,600 Cash 4.50% 313 5.00% 127 5.25% — Total market value of assets 24,406 21,797 25,030 Present value of scheme liabilities (30,163) (25,956) (25,985) Deﬁcit in the scheme (5,757) (4,159) (955) Related deferred tax asset 1,727 1,248 287 Net pension liability (4,030) (2,911) (669)

Analysis of the amount that would be charged to operating proﬁt:

Year ended Year ended 28 September 29 September 2003 2002 £’000 £’000 Current service cost 656 670 Past service cost 275 — Total operating charge 931 670

Analysis of the amount that would be credited to other ﬁnance income:

Year ended Year ended 28 September 29 September 2003 2002 £’000 £’000 Analysis of the amount that would be credited to other ﬁnance income: Expected return on pension scheme asset 1,425 1,696 Interest on pension scheme liabilities (1,494) (1,554) Net return (69) 142

321 Pubmaster Holdings Limited For the period ended 28 September 2003

25 FRS17 retirement beneﬁts (continued) Analysis of amount that would be recognised in statement of total recognised gains and losses (STRGL):

Year ended Year ended 28 September 29 September 2003 2002 £’000 £’000 Actual return less expected return on pension scheme assets 1,243 (4,626) Experience gains and losses arising on the scheme liabilities — 2,439 Changes in assumptions underlying the present value of the scheme liabilities (2,385) (1,031) Actuarial loss recognised in STRGL (1,142) (3,218)

Movement in surplus during the year 2003 2002 £’000 £’000 Deficit in scheme at start of year (4,159) (955) Movement in year: Current service cost (656) (670) Contributions 544 541 Past service costs (275) — Other finance income (69) 143 Actuarial loss (1,142) (3,218) Curtailment — — Deficit in scheme at year end (5,757) (4,159)

Following the full actuarial valuation at 6 April 2001 employer contributions have been agreed at the rate of 15 per cent of pensionable pay. Active members pay at the rate of 5 per cent of pensionable pay. From April 2003 contributions from both employer and members were increased by 1 per cent of pensionable pay.

History of experience gains and losses

2003 2002 Difference between the expected and actual return on scheme assets: Amount (£’000) 1,243 (4,626) Percentage of the scheme assets 5% (21%) Experience gains and losses on scheme liabilities: Amount (£’000) — 2,439 Percentage of the present value of the scheme liabilities — 9% Total amount recognised in statement of total recognised gains and losses: Amount (£’000) (1,142) (3,218) Percentage of the present value of the scheme liabilities (4%) (12%)

322 Pubmaster Holdings Limited For the period ended 28 September 2003

25 FRS17 retirement beneﬁts (continued) If FRS 17 had been applied to the 28 September 2003 ﬁnancial statements the net assets and reserves would have been:

Net Assets:

At 28 September At 29 September 2003 2002 £’000 £’000 Net liabilities excluding net pension liability (10,586) (15,270) Net pension liability (4,030) (2,911) Net liabilities including net pension liability (14,616) (18,181)

Profit and loss account: At 28 September At 29 September 2003 2002 £’000 £’000 Profit and loss account excluding net pension liability (10,586) (15,270) Net pension liability (4,030) (2,911) Profit and loss account including net pension liability (14,616) (18,181)

26 Related party transactions Transactions with other companies within the Pubmaster Holdings Limited Group are not disclosed as the company has taken advantage of the exemption available under Financial Reporting Standard No 8 ‘‘Related Party Disclosures’’.

27 Contingent liabilities Under the terms of a Trust Deed dated 30 June 1999 (as amended 28 November 2002), the company has guaranteed the payments of principal of, and interest on, the loan notes issued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 28 September 2003 was £909,615,200 (2002: £379,000,000).

28 Ultimate parent undertaking The immediate parent undertaking is Pubmaster Group Limited. The ultimate parent undertaking and controlling party as at 28 September 2003 is Pubmistress Limited, a company registered in England and Wales. Copies of Pubmistress Limited consolidated ﬁnancial statements can be obtained from The Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3HZ.

323 APPENDIX 3 3.3

Pubmaster Finance Limited

Annual report for the year ended 28 September 2003 Registered Number FC021877

324 Pubmaster Finance Limited For the period ended 28 September 2003

Annual report for the year ended 28 September 2003

Contents Directors’ report for the year ended 28 September 2003 326 Independent auditors’ report to the members of Pubmaster Finance Limited 328 Proﬁt and loss account for the year ended 28 September 2003 329 Balance sheet as at 28 September 2003 330 Reconciliation of movements in shareholders’ funds for the year ended 28 September 2003 331 Accounting policies 332 Notes to the ﬁnancial statements for the year ended 28 September 2003 333

325 Pubmaster Finance Limited For the period ended 28 September 2003

Directors’ report for the year ended 28 September 2003 The directors present their report and the audited ﬁnancial statements of the company for the year ended 28 September 2003.

Principal activities The company’s principal activity during the year was the servicing of ﬁnance for the Pubmaster Holdings Limited group.

Review of business On 28 November 2002 the company issued new classes of secured loan notes to a value of £535 million, at interest rates of between 5.953% and 6.972%. The new notes were issued to effect a reorganisation of the ﬁnances of Pubmistress Limited and its fellow subsidiary companies. They are structured in a similar manner to, and rank pari-passu with, the existing classes of notes already in issue, with security being granted to all classes of notes over all the assets then held within the subsidiary companies of Pubmaster Holdings Limited.

Results and dividends During the year under review the company made a proﬁt before taxation of £82,000 (2002: £38,000). The directors do not recommend the payment of a dividend (2002 - £Nil).

Directors and their interests The directors who held office during the year were as follows: MrFEJGBrackenbury CBE Mr J R Sands SPV Management Limited Mr R Turnbull The directors hold no beneﬁcial interest in the shares of the company. The beneﬁcial interests of the directors at the end of the year in the shares of the ultimate parent undertaking, Pubmistress Limited, are disclosed in the annual report of that company.

326 Pubmaster Finance Limited For the period ended 28 September 2003

Auditors The auditors, PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and a resolution concerning their reappointment will be proposed at the Annual General Meeting. By order of the Board J Deegan Secretary 13 November 2003

327 Pubmaster Finance Limited For the period ended 28 September 2003

Independent auditors’ report to the members of Pubmaster Finance Limited We have audited the ﬁnancial statements which comprise the proﬁt and loss account, the balance sheet, the reconciliation of movements in equity shareholders’ funds and the related notes which have been prepared under the accounting policies set out in the statement of accounting policies.

Opinion In our opinion the ﬁnancial statements give a true and fair view of the state of the company’s affairs at 28 September 2003 and of its proﬁt for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Newcastle upon Tyne 13 November 2003

328 Pubmaster Finance Limited For the period ended 28 September 2003

Proﬁt and loss account for the year ended 28 September 2003

2003 2002 Note £’000 £’000 Net operating costs 1 — — Operating profit Interest receivable and similar income 3 59,282 28,655 Interest payable and similar charges 4 (59,200) (28,617) Profit on ordinary activities before taxation 82 38 Tax on profit on ordinary activities 5 (26) (11) Retained profit for the financial year 10 56 27

All of the company’s operations are continuing. The company has no recognised gains and losses other than the profit above and therefore no separate statement of total recognised gains and losses has been presented. There is no difference between the profit on ordinary activities before taxation and the retained profit for the year stated above and their historical cost equivalents.

329 Pubmaster Finance Limited For the period ended 28 September 2003

Balance sheet as at 28 September 2003

2003 2002 Note £’000 £’000 £’000 £’000 Current assets Debtors – Amounts falling due after more than one year 6 900,093 379,000 Debtors – Amounts falling due within one year 6 9,728 540 Cash 1,457 — 911,278 379,540 Creditors – Amounts falling due within one year 7 (11,042) (453) Total assets less current liabilities 900,236 379,087 Creditors – Amounts falling due after more than one year 8 (900,093) (379,000) Net assets 143 87 Capital and reserves Called up share capital 9 — — Proﬁt and loss account 10 143 87 Total equity shareholders’ funds 143 87 The ﬁnancial statements were approved by the board of directors on 13 November 2003 and were signed on its behalf by: Director

330 Pubmaster Finance Limited For the period ended 28 September 2003

Reconciliation of movements in equity shareholders’ funds for the year ended 28 September 2003

2003 2002 £’000 £’000 Proﬁt for the ﬁnancial year 56 27 Net change in equity shareholders’ funds 56 27 Equity shareholders’ funds at 30 September 2002 87 60 Equity shareholders’ funds at 28 September 2003 143 87

331 Pubmaster Finance Limited For the period ended 28 September 2003

Accounting policies These ﬁnancial statements are prepared under the historical cost convention, the accounting policies set out below and in accordance with applicable accounting standards.

Debt issue costs and swap premium Issue costs incurred in the raising of debt are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount. Premiums received for the acquisition of interest rate swaps are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount of the outstanding swap.

Facility fees Certain front end facility fees relating to loans and advances are included in deferred income and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount.

Financial instruments Amounts payable or receivable in respect of swap agreements are recognised in the interest payable charge on an accruals basis. The interest differential amounts due to/from the group on interest rate swaps are accrued until settlement date and are recognised as an adjustment to interest expense.

332 Pubmaster Finance Limited For the period ended 28 September 2003 Notes to the ﬁnancial statements for the year ended 28 September 2003

1 Operating costs 2003 2002 £’000 £’000 Operating income 1,883 130 External charges (1,883) (130) Net operating costs — —

2 Directors’ emoluments None of the directors received any remuneration from the company during the year (2002: £Nil).

3 Interest receivable and similar income 2003 2002 £’000 £’000 Interest receivable from group undertaking 56,942 28,185 Amortisation of facility fees 1,048 470 Amortisation of swap premium 1,292 — 59,282 28,655

4 Interest payable and similar charges 2003 2002 £’000 £’000 Bank loans, overdrafts and other loans 56,860 28,147 Amortisation of debt issue costs 1,048 470 Amortisation of swap premium charged 1,292 — 59,200 28,617

5 Tax on proﬁt on ordinary activities

(a) Analysis of charge in the period 2003 2002 £’000 £’000 Current tax Adjustments in respect of previous periods 1 — Group relief payable at 30% 25 11 Total current tax 26 11

(b) Factors affecting tax charge for the period

2003 2002 £’000 £’000 Proﬁt on ordinary activities before tax 82 38 Proﬁt on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% (2002 - 30%) 25 11 Effect of: Adjustments to tax in respect of previous period 1 — Current tax charge for the period 26 11

333 Pubmaster Finance Limited For the period ended 28 September 2003

5 Tax on proﬁt on ordinary activities (continued) (c) Factors that may affect future tax charges There are no factors that are expected to signiﬁcantly affect the taxation charge in future years.

6 Debtors 2003 2002 £’000 £’000 Amounts falling due within one year Amounts owed by group undertaking 9,728 540 Amounts falling due after more than one year Amounts owed by group undertaking 900,093 379,000 909,821 379,540

7 Creditors - Amounts falling due within one year 2003 2002 £’000 £’000 Secured notes 9,522 — Accruals and deferred income — 416 Amounts due to group undertakings 1,520 37 11,042 453

8 Creditors - Amounts falling due after more than one year

2003 2002 £’000 £’000 Secured notes 896,842 374,071 Accruals and deferred income 3,251 4,929 900,093 379,000 Total debt 2003 2002 £’000 £’000 Gross bank and other borrowings 909,615 379,000 Less: Debt issue costs (3,251) (4,929) 906,364 374,071 Gross borrowings are repayable as follows: Within one year 9,522 — Between one and two years 23,403 425 Between two and ﬁve years 78,831 47,346 In ﬁve years or more 797,859 331,229 909,615 379,000

334 Pubmaster Finance Limited For the period ended 28 September 2003

8 Creditors - Amounts falling due after more than one year (continued) On 30 June 1999 the company issued £305 million of secured notes, and a further £109 million were issued on 17 February 2000 (the ‘‘Notes’’). On 28 June 2001 £10,000,000 of Class A1 Notes were prepaid and a further £25,000,000 were prepaid on 28 September 2001. On 28 November 2002 a further £535 million secured notes were issued. The Notes in issue at 28 September 2003 are listed on the Luxembourg Stock Exchange and comprise:

£74,000,000 Class A1 Secured Floating Rate Notes due 2009 £26,500,000 Class A2 Secured Floating Rate Notes due 2011 £201,000,000 7.369 per cent Class A3 Secured Notes due 2022 £77,500,000 8.44 per cent Class B1 Secured Notes due 2025 £65,615,200 Class A4 Floating Rate Notes due 2009 £120,000,000 Class A5 Floating Rate Notes due 2016 £220,000,000 5.943 per cent Class A6 Secured Notes due 2024 £125,000,000 6.962 per cent Class B2 Secured Notes due 2028

The interest rate on the Class A1 Notes is LIBOR for three months sterling deposits plus a margin of 1%. The interest rate on the Class A2 Notes is LIBOR for three months sterling deposits plus a margin of 1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Class A4 Notes is LIBOR for 3 months sterling deposits plus a margin of 0.4%. The interest rate on the Class A5 notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December 2012 and thereafter 1.32 per cent.

On 30 September 2003 £3,900,000 of Class A1 notes were redeemed as were £9,300,000 of Class A4 notes. A further £2,193,000 of Class A4 notes were amortised on 30 September 2003.

9 Share capital

2003 2002 £ £ Authorised 10,000 (2002: 10,000) ordinary shares of £1 each 10,000 10,000 Allotted, called-up and fully paid 2 (2002: 2) ordinary shares of £1 each 2 2

10 Reserves

Profit and loss account £’000 At 30 September 2002 87 Retained profit for the financial year 56 At 28 September 2003 143

335 Pubmaster Finance Limited For the period ended 28 September 2003

11 Derivatives and other ﬁnancial instruments Set out below are the narrative and numerical disclosures required by Financial Reporting Standard 13 ‘‘Derivatives and other ﬁnancial instruments’’ (FRS 13). The company has taken advantage of the exemption available under FRS 13 not to provide numerical disclosures in relation to short term debtors and creditors.

(a) Financial instruments The company’s financial instruments, other than derivatives, comprise borrowings. The main purpose of these financial instruments is to manage the operations of the Pubmaster Holdings Limited Group. The company has entered into an interest rate swap agreement covering the outstanding floating rate loan notes. The purpose of these transactions is to manage the interest rate risks arising from the Pubmaster Holdings Limited Group’s sources of finance. It is, and has been throughout the year under review, the policy of the company that no trading in financial instruments shall be undertaken. The main risks from the company’s financial instruments are interest rate risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.

(b) Interest rate risk The Pubmaster Holdings Limited Group finances its operations through a mixture of retained profits and bank borrowings. The Pubmaster Holdings Limited Group borrows at both fixed and floating rates of interest and then uses interest rate swap agreements to manage the group’s exposure to interest rate fluctuations. At the year end £623.5m - 68.55% (2002 - £278.5 - 74.48%) of the company’s borrowings were at fixed rates of interest. A further £286.1 million 31.45% (2002: £100.5 million 26.52%) of debt was covered by interest rate swaps at a fixed interest rate between 5.7% and 5.7535% plus a margin of between 0.75% and 1.25%.

(c) Liquidity risk As regards liquidity, the policy of the Pubmaster Holdings Limited Group has throughout the year been to maintain a mix of short, medium and long term borrowings with a number of banks and institutions. Short term ﬂexibility has been achieved through careful management of cash balances.

(d) Interest rate and currency profile of financial liabilities After taking into account interest rate swaps entered into by the company, the interest rate risk and currency profile of the company’s financial liabilities at 28 September 2003 was:

Fixed rate ﬁnancial Total liabilities Currency £’000 £’000 Sterling - Financial liabilities 909,615 909,615 At 28 September 2003 909,615 909,615

Sterling - Financial liabilities 379,000 379,000 At 30 September 2002 379,000 379,000

336 Pubmaster Finance Limited For the period ended 28 September 2003

11 Derivatives and other ﬁnancial instruments (continued) Fixed rate ﬁnancial liabilities:

Weighted average Weighted period for average which rate is interest rate ﬁxed Currency % Years Sterling - Financial liabilities 6.83 14.18 At 28 September 2003 6.83 14.18 Sterling - Financial liabilities 8.09 11.16 At 30 September 2002 8.09 11.16

(e) Maturity of financial liabilities and undrawn commitments The maturity profile of the company’s financial liabilities and undrawn commitments at 28 September 2003 was as follows:

2003 2002 Liabilities Liabilities £’000 £’000 Within one year 9,522 In more than one year, but not more than two years 23,403 425 In more than two years, but not more than ﬁve years 78,831 47,346 In more than ﬁve years 797,859 331,229 909,615 379,000

(f) Fair values of ﬁnancial assets and liabilities Set out below is a comparison by category of book values and fair values of the company’s ﬁnancial assets and liabilities at 28 September 2003: 2003 2002 Book value Fair value Book value Fair value £’000 £’000 £’000 £’000 Bank and other loans repayable within one year (9,522) (9,522) Bank and other loans repayable after more than one year (900,093) (1,031,397) (379,000) (431,644) Interest rate swap (8,408) (17,256) — (5,619)

The fair value of the financial liabilities shown above have been calculated by discounting cash flows at prevailing interest rates. Interest rate swaps have been marked to market to produce fair value figures.

(g) Gains and losses on hedges The company uses interest rate caps and swaps to manage its interest rate exposure. Changes in the fair value of instruments used as hedges are not recognised in the ﬁnancial statements until the

337 Pubmaster Finance Limited For the period ended 28 September 2003

11 Derivatives and other ﬁnancial instruments (continued) hedged position matures. An analysis of these unrecognised gains and losses at 28 September 2003 is as follows: Total net Gains Losses (losses) £’000 £’000 £’000 Unrecognised gains and losses on hedges at 29 September 2002 — (5,619) (5,619) Changes in value arising in 2002 and unrecognised during 2003 — (3,229) (3,229) Unrecognised gains and losses on hedges at 28 September 2003 — (8,848) (8,848) of which: Gains and losses expected to be recognised in more than one year — (8,848) (8,848)

12 Related party transactions Transactions with other companies within the Pubmistress Limited group are not disclosed as the company has taken advantage of the exemption available under Financial Reporting Standard 8 ‘‘Related Party Disclosures’’.

13 Ultimate parent undertaking The immediate parent undertaking is Pubmaster Holdings Limited. The ultimate parent undertaking and controlling party as at 28 September 2003 is Pubmistress Limited, a company registered in England and Wales. Copies of Pubmistress Limited consolidated ﬁnancial statements can be obtained from The Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3HZ.

338 APPENDIX 3 3.4

Sister of Pubmaster Limited (formerly Velvetbright Limited)

Annual Report for the period ended 28 September 2003 Registered Number 4467229

339 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Annual Report for the period ended 28 September 2003

Contents

Directors’ report for the period ended 28 September 2003 341 Independent auditors’ report 343 Proﬁt and loss account for the period ended 28 September 2003 344 Balance sheet as at 28 September 2003 345 Accounting policies 346 Notes to the ﬁnancial statements 348

340 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Directors’ report for the period ended 28 September 2003 The directors present their report and the audited ﬁnancial statements of the company for the period ended 28 September 2003.

Principal activities The company’s principal activity during the period was the management of public houses.

Review of business and future developments Velvetbright Limited was incorporated on 21 June 2002 and changed its name to Sister of Pubmaster Limited on 30 October 2002. On 7 November 2002, the company acquired the ﬁxed assets, and all the trading assets and liabilities of Inn Partnership Limited, a fellow group company, as part of the reorganisation of the Pubmistress group ﬁnancing arrangements. This acquisition represents the business of the company. During the period we continued with our successful ‘‘Churn and Invest’’ strategy - selling our underperforming pubs and re-investing the proceeds of sale by development of our core estate. During the year under review we have sold 7 pubs and invested £3.8 million in the estate.

Results and dividends The company’s profit before taxation for the financial period is £12,144,000, after charging £1,640,000 expenses, £555,000 amortisation of issue costs and crediting £1,240,000 amortisation of swap premium all associated with the acquisition of the pubs referred to above. Interim dividends of £4,000,000 were paid. The directors do not recommend the payment of a final dividend.

Directors and their interests The directors who held office during the year were as follows:

Mr R Grundry (appointed 29 October 2002) Mr NA Sammons (appointed 29 October 2002) Mr J R Sands (appointed 29 October 2002) Mr R Turnbull (appointed 29 October 2002) Mr M Womack (appointed 29 October 2002, resigned 1 July 2003) Mr A Cross (appointed 29 October 2002, resigned 30 April 2003) Mr M R Layton (appointed 21 June 2002, resigned 29 October 2002) Mr M E Richards (appointed 21 June 2002, resigned 29 October 2002) The directors hold no beneﬁcial interest in the shares of the company. The beneﬁcial interests of the directors at the end of the period in the shares of the ultimate parent undertaking, Pubmistress Limited, are disclosed in the annual report of that company.

Statement of directors’ responsibilities Company law requires the directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. The directors are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors confirm that suitable accounting policies have been used and applied. They also confirm that reasonable and prudent judgements and estimates have been made in preparing the financial statements for the period ended 28 September 2003 and that applicable accounting standards have been followed. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial

341 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003 statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

342 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Independent auditors’ report to the members of Sister of Pubmaster Limited We have audited the ﬁnancial statements which comprise the proﬁt and loss account, the balance sheet and the related notes which have been prepared under the accounting policies set out in the statement of accounting policies.

Opinion In our opinion the ﬁnancial statements give a true and fair view of the state of the company’s affairs at 28 September 2003 and of its proﬁt for the period then ended and have been properly prepared in accordance with the Companies Act 1985.

PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Newcastle upon Tyne 13 November 2003

343 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Proﬁt and loss account for the period ended 28 September 2003

Period ended 28 September 2003 Note £’000 Turnover 1 104,734 Operating costs 2 (55,194) Operating profit 3 49,540 Loss on disposal of fixed assets (471) Profit on ordinary activities before interest and taxation 49,069 Interest receivable and similar income 6 1,558 Interest payable and similar charges 7 (38,483) Profit on ordinary activities before taxation 12,144 Tax on profit on ordinary activities 8 (7,825) Profit on ordinary activities after taxation 4,319 Dividends 9 (4,000) Retained profit for the financial period 17 319

All of the results of the company for the period relate to the acquisition described in note 19 of the financial statements. The company has no recognised gains and losses other than the profit above and therefore no separate statement of total recognised gains and losses has been presented. There is no difference between the profit on ordinary activities before taxation and the retained profit for the period stated above and their historical cost equivalents.

344 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Balance sheet as at 28 September 2003

2003 Note £’000 £’000 Fixed assets Tangible assets 10 577,416

Current assets Assets held for resale 11 2,718 Debtors 12 11,378 Cash at bank and in hand 25,479 39,575 Creditors – Amounts falling due within one year 13 (48,008) Net current liabilities (8,433) Total assets less current liabilities 568,983 Creditors – Amounts falling due after more than one year 14 (563,152) Provisions for liabilities and charges 15 (5,512) Net assets 319

Capital and reserves Called up share capital 16 — Proﬁt and loss account 17 319 Total equity shareholders’ funds 18 319

The ﬁnancial statements were approved by the board of directors on 13 November 2003 and were signed on its behalf by:

Director

345 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Accounting policies These ﬁnancial statements are prepared under the historical cost convention, the accounting policies set out below and in accordance with applicable accounting standards. As detailed in the directors’ report, the company was incorporated on 21 June 2002 and as such no comparative information is available for inclusion in the ﬁnancial statements.

Freehold buildings — 50 years Leasehold properties — lower of life of lease or 50 years Fixtures, ﬁttings and equipment — 5 to 10 years Freehold land is not depreciated.

Assets held for resale Assets held for resale are stated at the lower of cost and net realisable value.

Leases Where the company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a ‘‘finance lease’’. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance charges, are included with creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account, and the capital element which reduces the outstanding obligation for future instalments. All other leases are accounted for as ‘‘operating leases’’ and the rental charges are charged to the profit and loss account on a straight line basis over the life of the lease.

Debt issue costs and swap premiums Issue costs incurred in the raising of debt are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount.

346 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Premiums received for the acquisition of interest rate swaps are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount of the outstanding swap.

347 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

Notes to the ﬁnancial statements for the period ended 28 September 2003

2 Operating costs Period ended 28 September 2003 £’000 External charges 52,055 Exceptional operating charges 1,640 Depreciation 1,499 Total operating costs 55,194

The exceptional operating charges relate to costs associated with the raising of loan ﬁnance in the year which do not fall to be capitalised as issue costs in accordance with FRS4 (Capital instruments).

3 Operating proﬁt Period ended 28 September 2003 £’000 Operating proﬁt is stated after charging/(crediting): Auditors’ remuneration: – Audit services 42 Rents receivable from properties (24,588) Other operating leases – Land and buildings 662 – Plant and machinery 17

4 Directors’ emoluments None of the directors received any remuneration from the company during the period.

5 Employee information Sister of Pubmaster Limited employees’ contracts of service are with Pubmaster Limited, a fellow group company, and their remuneration is included in that company’s ﬁnancial statements. Pubmaster Limited charge a management fee to Sister of Pubmaster that includes the cost of these employees but it is not possible to ascertain separately the element of the management fee that relates to staff costs.

6 Interest receivable and similar income Period ended 28 September 2003 £’000 Bank deposit interest 318 Amortisation of swap premium 1,240 1,558

348 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

7 Interest payable and similar charges Period ended 28 September 2003 £’000 Interest payable on loans from group undertaking 37,928 Amortisation of issue costs 555 38,483

8 Tax on proﬁt on ordinary activities Period ended 28 September 2003 £’000 Current tax Group relief payable at 30% 2,313 Total current tax 2,313 Deferred tax Origination and reversal of timing differences 5,512 Total deferred tax 5,512 7,825

Period ended 28 September 2003 £’000 Proﬁt on ordinary activities before taxation 12,144 Proﬁt on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30% 3,643 Effects of: Expenses not deductible for tax purposes 629 Capital allowances for the period in excess of depreciation (6,049) Intra-group transfer of assets 4,090 Current tax charge for the period 2,313

There are no factors expected to signiﬁcantly effect the tax charge in future periods.

9 Dividends Period ended 28 September 2003 £’000 Dividends paid in the year £4,000,000 per share 4,000

349 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

10 Tangible assets Freehold Leasehold Fixtures, land and Land and ﬁttings and buildings buildings equipment Total £’000 £’000 £’000 £’000 Cost Transfer from group company 544,442 31,458 1,295 577,195 Additions 2,054 772 997 3,823 Disposals (2,307) 210 (7) (2,104) At 28 September 2003 544,189 32,440 2,285 578,914 Accumulated depreciation Charge for the period 1,100 209 190 1,499 Disposals (1) ——(1) At 28 September 2003 1,099 209 190 1,498 Net book amount At 28 September 2003 543,090 32,231 2,095 577,416

The land and buildings transferred were acquired for an amount determined by reference to a valuation performed by DTZ, an independent specialist property valuer, on an existing use basis,

The net book amount of leasehold land and buildings comprises: £’000 Long leasehold 30,356 Short leasehold 1,875 32,231

11 Assets held for resale 2003 £’000 Finished goods and goods for resale 2,718

There is no material difference between the replacement cost of assets held for resale and their balance sheet amounts.

12 Debtors 2003 £’000 Amounts falling due within one year: Trade debtors 4,867 Amounts owed by immediate parent undertaking 1,000 Other debtors 4,877 Prepayments 634 11,378

350 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

13 Creditors — Amounts falling due within one year 2003 £’000 Trade creditors 17,618 Other taxes and social security 2,417 Amounts due to group undertakings 17,543 Term loan 8,733 Other creditors 800 Accruals and deferred income 897 48,008

14 Creditors: Amounts falling due after more than one year 2003 £’000 Amounts owed to group undertakings: Subordinated loan 61,086 Term loan 502,066 563,152

The subordinated loan owed to Inn Partnership Limited, a fellow subsidiary undertaking, is repayable in 2030, and has an interest rate of 17½%.

The term loans are owed to Pubmaster Limited, a fellow subsidiary undertaking and comprise the following:

£63,021,000 Term A4 Floating Rate Notes due 2016 £115,256,000 Term A5 Floating Rate Notes due 2016 £211,303,000 5.943 per cent Term A6 Secured Notes due 2024 £120,059,000 6.962 per cent Term B2 Secured Notes due 2028

The interest rate on the Term A4 Notes is LIBOR for 3 months sterling deposits plus a margin of 0.41%. The interest rate on the Term A5 notes is LIBOR for three months sterling deposits plus a margin of 0.54% up to December 2012 and thereafter 1.33 per cent.

The term loans are stated net of issue costs, discounts and premiums of £(1,160,000).

15 Provisions for liabilities and charges

Deferred tax

The deferred tax liability comprises the following: 2003 £’000 Accelerated capital allowances 5,672 Losses (160) 5,512 Movement in the amount required in the period £’000 Charge for the period ended 28 September 2003 5,512 Provision at 28 September 2003 5,512

351 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

16 Share capital 2003 £ Authorised 100 ordinary shares of £1 each 100 Allotted and fully paid 1 ordinary shares of £1 each 1

17 Reserves Proﬁt and loss account £’000 At 21 June 2002 — Retained loss for the period 319 At 28 September 2003 319

18 Reconciliation of movements in equity shareholders’ funds 2003 £’000 New shares issued in the period — Proﬁt for the period 319 Net change in shareholders’ funds 319 Equity shareholders’ funds at 21 June 2002 — Equity shareholders’ funds at 28 September 2003 319

19 Commitments (a) Capital commitments at the end of the ﬁnancial year for which no provision has been made. 2003 £’000 Committed but not provided 270

(b) Annual commitments under non-cancellable operating leases are as follows: Land and 2003 buildings Other £’000 £’000 Operating leases which expire: Within one year 17 — In the second to ﬁfth years inclusive 135 — After ﬁve years 207 — 359 —

20 Contingent liabilities In accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November 2002) the company has guaranteed the payments of principal of, and interest on, the loan notes issued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 28 September 2003 was £909,615,200.

352 Sister of Pubmaster Limited (formerly Velvetbright Limited) For the period ended 28 September 2003

21 Related party transactions Transactions with other companies within the Pubmistress Limited group are not disclosed as the company has taken advantage of the exemption available under Financial Reporting Standard 8 ‘‘Related Party Disclosures’’.

22 Ultimate parent undertaking The immediate parent undertaking is Pubmaster Holdings Limited. The ultimate parent undertaking is Pubmistress Limited, a company registered in England and Wales. Copies of Pubmistress Limited consolidated ﬁnancial statements can be obtained from The Registrar of Companies, Companies House, Crown Way, Cardiff, CF4 3HZ.

353 APPENDIX 4

DESCRIPTION OF 2004/5 EBITDA ‘‘RUN-RATE’’ CALCULATION The 2004/5 Financial Year EBITDA ‘‘Run-Rate’’ has been calculated using data for the 32 week period from 22 August 2004 to 2 April 2005 (the ‘‘2004/5 year-to-date’’), on a pub-by-pub basis, as follows. The EBITDA ‘‘Run-Rate’’ for the majority of outlets (namely 2,939 out of 3,176 Pubs forming the Estate) has been derived by grossing up the 32 weeks which form the 2004/5 year-to-date results and multiplying by 52/32. Adjustments to the EBITDA ‘‘Run-Rate’’ have been made in respect of the following items:

Repairs The 2004/5 year-to-date expenditure on repairs is artificially low because of the recent Pubmaster acquisition and resultant ‘‘first fix’’ expenditure being capitalised. To increase the repairs cost to a realistic ongoing level, the run-rate has been calculated by multiplying the 2004/5 year-to-date spends by 52/32 and then grossing up by a factor of 1.27. Investments during the 2004/5 year-to-date results • 165 Borrower and Sister Pubs • 3 Centrum Pubs For these pubs, annualised post investment trading performance figures have been extracted from the ‘‘post–investment trackers’’ produced as part of Punch Group’s management accounts. For example, if there have been three full periods of trading post-investment then these trading results will be grossed up by 13/3. Acquisitions during the 2004/5 year-to-date • 6 Borrower Pubs • 63 Centrum Pubs For these pubs, annualised post acquisition trading performance figures have been extracted from the ‘post–acquisition trackers’ produced as part of Punch’s management accounts. For example, if there have been three full periods of trading post-acquisition then these trading results will be grossed up by 13/3. Machine gross margin There were costs of only £1,611 associated with machines during the 2004/2005 year-to-date and therefore the figure calculated for the machine turnover run rate was also used for the machine gross margin run rate. Overheads Overheads have been calculated at a cost of £4,725 per pub. The Punch Group’s 2004/5 year-to-date overheads of £3,190 per pub, when extrapolated for the full 2004/5 Financial Year total £5,184 per pub. This difference of £459 per pub is explained by: • an increase in pub numbers following the acquisition of InnSpired; and • one off costs occurring in 2004/5 year-to-date that will not recur in the remainder of the 2004/5 Financial Year. Decile EBITDA The decile 2004/5 EBITDA run rate analysis, which shows an average EBITDA per pub of £56,017, excludes central costs and repairs which total an average of £6,697 per pub.

354 APPENDIX 5

Tankard Covenants Interest-only Period Transition Period Post-Transition Period First Test Date Last Test Date Test Test Date Test 1 Test 1 Period Test 2 Test 2 Period First Test Date Test 1. Debt Service Coverage Ratio (Financial Covenant) 10-Dec-05 15-Aug-09 1.5000x 05-Dec-09 1.4375x 4Q 1.3750x 2Q 14-Aug-10 1.2500x 27-Feb-10 1.3750x 4Q 1.2500x 2Q 22-May-10 1.3125x 4Q 1.2500x 2Q 2. Restricted Payment Condition (a) Debt Service Coverage Ratio* 05-Mar-06 20-Aug-06 1.8000x 06-Dec-09 1.6875x 4Q 1.5000x 1Q 15-Aug-10 1.5000x 10-Dec-06 16-Aug-09 1.8500x 28-Feb-10 1.6250x 4Q 1.5000x 1Q 23-May-10 1.5625x 4Q 1.5000x 1Q (b) FCF DSCR 05-Mar-06 16-Aug-09 1.3000x 06-Dec-09 NA NA 1.1000x 1Q 15-Aug-10 1.1000x 28-Feb-10 NA NA 1.1000x 1Q 23-May-10 NA NA 1.1000x 1Q 355 3. Mandatory prepayment from Disposals Account Debt Service Coverage Ratio 10-Dec-05 15-Aug-09 1.6000x 05-Dec-09 1.5375x 4Q 1.4750x 2Q 14-Aug-10 1.3500x 27-Feb-10 1.4750x 4Q 1.3500x 2Q 22-May-10 1.4125x 4Q 1.3500x 2Q 4. Permitted Acquisitions Debt Service Coverage Ratio 10-Dec-05 15-Aug-09 1.6000x 05-Dec-09 1.5375x 4Q 1.4750x 2Q 14-Aug-10 1.3500x 27-Feb-10 1.4750x 4Q 1.3500x 2Q 22-May-10 1.4125x 4Q 1.3500x 2Q 5. Independent Consultant Appointment 10-Dec-05 15-Aug-09 1.6000x 05-Dec-09 1.5375x 4Q 1.4750x 2Q 14-Aug-10 1.3500x 27-Feb-10 1.4750x 4Q 1.3500x 2Q 22-May-10 1.4125x 4Q 1.3500x 2Q

* The RPC debt service coverage ratio is tested on the Cash Flow Test Date which means 5 March 2006 and thereafter the day following each Financial Quarter Date falling at the end of the second and the fourth Financial Quarters of each Financial Year. APPENDIX 6

Company Registration No. 04401508 (England and Wales)

MBIA UK INSURANCE LIMITED DIRECTORS’ REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004

356 MBIA UK INSURANCE LIMITED

COMPANY INFORMATION

Directors D H Dubin P C Sullivan R D Wertheim N G Budnick (Appointed 10 May 2004) G C Dunton (Appointed 10 May 2004) GHCWakeﬁeld (Appointed 10 May 2004) D M Zurkow (Appointed 10 May 2004) C E Weeks (Appointed 18 November 2004) N Ferreri (Appointed 18 November 2004)

Secretaries R D Wertheim S Biscardi

Company number 04401508

Registered office 1 Great St Helen’s London EC3A 6HX

Accountants Price Bailey LLP The Quorum Barnwell Road Cambridge CB5 8RE

Auditors PricewaterhouseCoopers LLP Southwark Towers 32 London Bridge Street London SE1 9SY

Bankers JPMorgan Chase Bank 125 London Wall London EC2Y 5AJ

Solicitors Clifford Chance LLP 10 Upper Bank Street London E14 5JJ

CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD

357 MBIA UK INSURANCE LIMITED

CONTENTS

Page Directors’ report 1-2 Independent auditors’ report 3 Proﬁt and loss account 4 Balance sheet 5 Notes to the ﬁnancial statements 6-10

358 MBIA UK INSURANCE LIMITED

DIRECTOR’S REPORT FOR THE YEAR ENDED 31 DECEMBER 2004

The directors present their report and ﬁnancial statements for the year ended 31 December 2004.

Principal activities During the year ended 31 December 2003 the Company did not trade, did not acquire any assets or incur any liabilities and, consequently, made neither a profit nor a loss. In 2004 the Company did not commence its proposed principal line of trade which is the guarantee of financial obligations, and notably with respect to securitisations, structured finance and project finance transactions. The Company did however acquire certain assets and liabilities and, consequently, made a profit for the year. The profit for the year was £1,156,457.

Dividends The directors do not recommend the payment of a ﬁnal dividend for the year.

Directors The following directors have held office since 1 January 2004: J B Caouette (Resigned 24 December 2004) D H Dubin P C Sullivan R D Wertheim J W Brown (Appointed 10 May 2004 and resigned 18 November 2004) G E Bruckermann (Appointed 10 May 2004 and resigned 18 November 2004) N G Budnick (Appointed 10 May 2004) G C Dunton (Appointed 10 May 2004) GHCWakeﬁeld (Appointed 10 May 2004) D M Zurkow (Appointed 10 May 2004) C E Weeks (Appointed 18 November 2004) N Ferreri (Appointed 18 November 2004)

Directors’ interests There are no directors’ interests requiring disclosure under the Companies Act 1985. Ordinary shares of £ 1 each 31 December 2004 1 January 2004 D H Dubin –– P C Sullivan –– R D Wertheim –– N G Budnick –– G C Dunton –– GHCWakeﬁeld –– D M Zurkow –– C E Weeks –– N Ferreri ––

Auditors The company has by elective resolution dispensed with the obligation to appoint auditors annually in accordance with section 386(1) of the Companies Act 1985. Therefore, the auditors, Pricewaterhouse- Coopers LLP, will be deemed to be reappointed for each succeeding ﬁnancial year.

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359 MBIA UK Insurance Limited

Director’s Report (Continued) For the year ended 31 December 2004

Directors’ responsibilities The directors are required by the Companies Act 1985 to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company as at the end of the financial period and of the profit or loss of the company for the financial period. The directors confirm that suitable accounting policies have been used and applied consistently and reasonable prudent judgements and estimates have been made in the preparation of the financial statements for the year ended 31 December 2004. The directors also confirm that applicable accounting standards have been followed and that the financial statements have been prepared on a going concern basis. The directors are responsible for keeping proper accounting records, for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities The directors are responsible for the maintenance and integrity of the company’s website on which these accounts may be published. Legislation in the United Kingdom concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. This report has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. On behalf of the board

CE Weeks Director

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360 MBIA UK Insurance Limited

Independent Auditors’ Report To the Members of MBIA UK Insurance Limited We have audited the ﬁnancial statements which comprise the proﬁt and loss account, the balance sheet and the related notes and which have been prepared in accordance with the accounting policies set out in the statement of accounting policies.

Respective responsibilities of the directors and auditors The directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of directors’ responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the company’s members as a body in accordance with section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or in to whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors’ report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and transactions is not disclosed.

Opinion In our opinion the ﬁnancial statements give a true and fair view of the state of the company’s affairs as at 31 December 2004 and of its proﬁt for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors London

15 April 2005

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361 MBIA UK Insurance Limited

Profit and Loss Account For the year ended 31 December 2004

2004 2003 Notes £ £ Administrative expenses (89,587) — Operating loss 2 (89,587) — Investment income 3 1,239,660 — Other interest receivable and similar income 3 780,279 — Amortisation of investments 5 (194,789) — Profit on ordinary activities before taxation 1,735,563 — Tax on profit on ordinary activities 4 (579,106) — Profit on ordinary activities after taxation 9 1,156,457 —

The proﬁt and loss account has been prepared on the basis that all operations are continuing operations. There are no recognised gains and losses other than those passing through the proﬁt and loss account.

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362 MBIA UK Insurance Limited

Balance Sheet As at 31 December 2004

2004 2003 Notes ££££ Fixed assets Investments 5 23,691,688 — Current assets Debtors 6 679,057 1 Investments 5 10,619,892 — Cash at bank and in hand 36,078,530 — 47,377,479 1 Creditors: amounts falling due within one year 7 (1,912,710) — Net current assets 45,464,769 1 Total assets less current liabilities 69,156,457 1 69,156,457 1 Capital and reserves Called up share capital 8 68,000,000 1 Proﬁt and loss account 9 1,156,457 — Shareholders’ funds — equity interests 10 69,156,457 1

These ﬁnancial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. The ﬁnancial statements on pages 4-10 were approved by the Board on 15 April 2005 and were signed on its behalf by

C E Weeks Director

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363 MBIA UK Insurance Limited

Notes to the Financial Statements For the year ended 31 December 2004 1 Accounting policies 1.1 Basis of preparation The financial statements have been prepared in accordance with the provisions of Section 255A of, and Schedule 9A to, the Companies Act 1985 (‘the Act’), and in accordance with the Statement of Recommended Practice on Accounting for Insurance Business issued by the Association of British Insurers (the ‘ABI SORP’) dated November 2003 and applicable accounting standards in the United Kingdom. The company has taken advantage of the exemption in Financial Reporting Standard No 1 from the requirement to produce a cash flow statement on the grounds that it is a subsidiary undertaking where 90 percent or more of the voting rights are controlled within the group. 1.2 Basis of accounting for underwriting activities All classes of business written are accounted for on an annual basis whereby the incurred costs of claims, commission and related expenses are charged against the earned proportion of premiums, net of reinsurance as follows: Premiums written, which are stated gross of acquisition costs but exclusive of premium taxes, relate to business incepted during the year, together with any differences between booked premiums for prior years and those previously accrued, and includes estimates of premiums due but not yet received or notified to the group by intermediaries. Unearned premiums relating to risks in future periods of account are estimated on a daily pro-rata, or more appropriate, basis. 1.3 Investments Bonds and other fixed-income securities are stated at cost, excluding interest accrued at the date of acquisition. Premiums and discounts on bonds and other fixed-income securities (difference between the purchase price and the redemption price) are written off to the profit and loss account over the residual lives of the securities as an amortisation charge/(credit). No provision is made for unrealised gains corresponding to the difference between the amortised cost of securities and their fair market value. However, a provision for counterparty risks is recorded if the Company has reason to believe that the issuer will be unable to fulfil its obligations in terms of the payment of principal or interest. 1.4 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. Deferred tax is calculated at the tax rates which are expected to apply in the periods when the timing differences will reverse. The deferred tax balance has not been discounted. 2004 2003 2 Operating loss £ £

Operating loss is stated after charging the following: Auditors’ remuneration 6,000 – Directors’ emoluments 21,250 –

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364 MBIA UK Insurance Limited

Notes to the Financial Statements For the year ended 31 December 2004

2004 2003 3 Investment income £ £

Income from ﬁxed asset investments 1,239,660 – Bank interest 780,279 – 2,019,939 –

2004 2003 4 Taxation £ £

Domestic current year tax U.K. corporation tax 739,257 –

Current tax charge 739,257 – Deferred tax Deferred tax credit current year (160,151) – 579,106 – Factors affecting the tax charge for the year Proﬁt on ordinary activities before taxation 1,735,563 – Proﬁt on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 30.00% (2003: 30.00%) 520,669 –

Effects of: Amortisation add back 58,437 – Tax on unrealised gains 160,151 – 218,588 –

Current tax charge 739,257

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365 MBIA UK Insurance Limited

Notes to the Financial Statements For the year ended 31 December 2004

5 Investments

Fixed interest bonds Short-term Long-term Total £ £ £ Cost At 1 January 2004 – – – Transfer from a related group undertaking 10,862,733 23,643,636 34,506,369 At 31 December 2004 10,862,733 23,643,636 34,506,369

Amortisation At 1 January 2004 – – – Charge/(credit) for the year 242,841 (48,052) 194,789 At 31 December 2004 242,841 (48,052) 194,789

Carrying value At 31 December 2004 10,619,892 23,691,688 34,311,580 At 31 December 2003 – – –

The market value of current asset investments, maturing within 1 year, as at 31 December 2004 was £10,631,710. Fixed asset investments includes 2 bonds maturing in 2009 and 2014 respectively. The market value of ﬁxed asset investments as at 31 December 2004 was £24,213,708. 6 Debtors

2004 2003 £ £

Accrued interest receivable 518,906 1 Deferred tax asset 160,151 – 679,057 1

2004 2003 Deferred tax £ £

Balance at 1 January 2004 – – Tax on unrealised investment gains 160,151 – Balance at 31 December 2004 160,151 –

The deferred tax asset is recoverable after more than one year.

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366 MBIA UK Insurance Limited

Notes to the Financial Statements For the year ended 31 December 2004

2004 2003 7 Creditors: amounts falling due within one year £ £

Amounts owed to parent and fellow subsidiary undertakings 1,142,203 – Taxation and social security 739,257 – Other creditors 31,250 – 1,912,710 –

2004 2003 8 Share capital £ £

Authorised 100,000,000 Ordinary shares of £1 each 100,000,000 100

Allotted, called up and fully paid 68,000,000 Ordinary shares of £1 each 68,000,000 1

On 15 April 2004 the authorised share capital of the company was increased by 99,999,900 shares to 100,000,000 ordinary shares of £1 each. Each additional share ranks pari passu with the Company’s original issued share capital. On 10 May 2004 a further 67,999,999 ordinary shares of £1 each were allotted, taking the company’s issued share capital to £68,000,000.

9 Statement of movements on proﬁt and loss account

Proﬁt and loss account £

Retained proﬁt for the year 1,156,457

2004 2003 10 Reconciliation of movements in shareholders’ funds £ £

Proﬁt for the ﬁnancial year 1,156,457 – Proceeds from issue of shares 67,999,999 –

Net addition to shareholders’ funds 69,156,456 – Opening shareholders’ funds 1 1

Closing shareholders’ funds 69,156,457 1

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367 MBIA UK Insurance Limited

Notes to the Financial Statements For the year ended 31 December 2004

11 Employees Number of employees There were no employees during the year apart from the directors, who received total remuneration of £21,250 (2003 - £nil) from the company for qualifying services. 12 Control The immediate parent undertaking is MBIA UK (Holdings) Limited, a company incorporated in England and Wales. The ultimate controlling party is MBIA Inc., a company incorporated in the state of Connecticut, United States. Copies of consolidated group ﬁnancial statements can be obtained from 113 King Street, Armonk, New York, 10504, USA. 13 Related party transactions The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies.

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368 APPENDIX 7

SUMMARY OF CERTAIN DIFFERENCES BETWEEN U.K. GAAP AS ADOPTED BY THE ISSUER AND IFRS The ﬁnancial information of the Issuer included in this Offering Circular has been prepared and presented in accordance with accounting policies and standards generally accepted in the United Kingdom (U.K. GAAP). Such policies and standards are laid down in the Companies Act 1985 and by the accounting practice rules. Such policies and standards differ in certain material aspects from the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No. 1606/2002 (IAS’’). Set forth is a summary of the signiﬁcant differences between U.K. GAAP and IAS as they relate to the Issuer.

Statement of compliance Under IAS, a statement of compliance that the consolidated ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB) is required.

Basis of preparation Under U.K. GAAP the financial statements are prepared under the historical cost convention, the accounting policies set out below and in accordance with applicable accounting standards. Under IFRS the financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments, financial instruments held for trading and financial instruments classified as available-for-sale. Non-current assets and disposal groups held for sale are stated at the lower of carrying amount and fair value less costs to sell. The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgements made by the management in the application of IFRS that have a significant effect on the financial statements and estimates, with a significant risk of material adjustments in the next year are discussed in the notes to the consolidated financial statements.

Change in accounting policy Under both U.K. GAAP and IFRS comparative figures have been restated to reflect a change with regard to the classification of intercompany balances, deferred issue costs and management fees receivable.

Cash flow statement Under U.K. GAAP the directors have taken advantage of the exemption in Financial Reporting Standard No 1 (revised) from including cash flow statements in the financial statements on the grounds that the company is wholly owned and its parent company (Punch Taverns plc) publishes consolidated financial statements. Under IFRS no such FRS 1 exemption exists. Cash and cash equivalents comprised cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

369 Debt issue costs and swap premium Under both U.K. GAAP and IFRS issue costs incurred in the raising of debt are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount. Premiums received for the acquisition of interest rate swaps are capitalised and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount of the outstanding swap.

Facility fees Under both U.K. GAAP and IFRS certain front and facility fees relating to loans and advances are included in deferred income and amortised over the term of the relevant ﬁnancing at a constant rate on the carrying amount.

Financial instruments Under U.K. GAAP amounts payable or receivable in respect of swap agreements are recognised in the interest payable charge on an accruals basis. The interest differential amounts due to/from the group on interest rate swaps are accrued until settlement date and are recognised as an adjustment to interest expense. Derivative financial instruments are held to reduce exposure to interest rate movements. To qualify as a hedge the financial instrument must be related to actual borrowings or a probable commitment and must reduce the risk of interest rate movements. Gains and losses arising on these financial instruments are deferred and recognised in the profit and loss account only when the hedged transaction has itself been reflected in the company’s financial statements. The cost or income associated with caps and floors is recognised over the lesser of their duration or the period of the loans to which they relate, so as to give a constant proportion of the related loan notes outstanding. In respect of interest rate swaps, interest differentials are recognised by accruing for net interest payable or receivable. Interest rate caps, floors or swaps are not revalued to fair value if they are being used for hedging purposes. If an instrument, which was being used as a hedge, is terminated early the gain or loss arising is spread over the remaining maturity of the original instrument. If an instrument ceases to be accounted for as a hedge because the underlying financial position is eliminated, the instrument is marked to market and any resulting profit or loss recognised at that time.

Derivative financial instruments Under IFRS the Punch Group uses derivative financial instruments to hedge its exposure to interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Punch Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments are recognised initially at cost. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting, recognition of any resulting gain or loss depends on the nature of the item being hedged. The fair value of interest rate swaps is the estimated amount that the Punch Group would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties.

Hedging Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. When the forecasted transaction subsequently results in the recognition of a non-financial asset or non-financial liability, or the forecast transaction for a non-financial asset or non-financial liability the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial

370 asset or liability. If a hedge of a forecasted transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains and losses that were recognised directly in equity are reclassified into profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss (i.e., when interest income or expense is recognised). For cash flow hedges, other than those covered by the preceding two policy statements, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profit or loss. The ineffective part of any gain or loss is recognised immediately in the income statement. When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the income statement.

371 APPENDIX 8 8.1 Valuation Report

THE PORTFOLIO

PREPARED BY:

DTZ DEBENHAM TIE LEUNG ONE CURZON STREET LONDON W1A 5PZ 29 JULY 2005

372 CONTENTS

1.0 INTRODUCTION 2.0 BACKGROUND INFORMATION 3.0 UNDERTAKING 4.0 VALUATION AS A SINGLE PORTFOLIO 5.0 SAMPLING PROCEDURE 6.0 DEFINITION OF VALUE 7.0 EXTERNAL VALUERS 8.0 ADJUSTMENTS 9.0 ASSUMPTIONS AND SOURCES OF INFORMATION 10.0 DEVELOPMENT 11.0 DIRECTORS’ INTERESTS 12.0 PROPERTY INSPECTIONS 13.0 EXPENDITURE AND REVENUE 14.0 NON RECOVERABLE EXPENDITURE 15.0 VALUATION OF THE PORTFOLIO 16.0 VALUATION 17.0 CONFIDENTIALITY & DISCLOSURE

APPENDICES

APPENDIX I ...... PORTFOLIO APPENDIX II ...... PORTFOLIO SAMPLE

373 OUR REF: Project Pimms DIRECT TEL: 020 7643 6265 DIRECT FAX: 020 7643 6345 EMAIL: [email protected]

Punch Taverns Finance B Limited (the ‘Issuer’), Punch Taverns (PML) Limited (the ‘Borrower’), Jubilee House, Jubilee House, Second Avenue, Second Avenue, Burton-upon-Trent, Burton-upon-Trent, DE14 2WF DE14 2WF

Punch Taverns (PMH) Limited (the ‘Parent MBIA UK Insurance Limited Guarantor’), 2nd Floor Jubilee House, 1 Great St Helen’s Second Avenue, London Burton-upon-Trent, EC3A 6HX DE14 2WF The Royal Bank of Scotland plc (together with Citigroup Global Markets Limited Citigroup Global Markets Limited the ‘Lead Citigroup Centre, Managers’), 33 Canada Square, 280 Bishopsgate, Canary Warf, London, London, EC2M 4RB E14 5LB Deutsche Trustee Company Limited (the ‘Security Trustee’), Winchester House, 1 Great Winchester Street, London, EC2N 2BD

29 July 2005 Gentlemen,

THE PUNCH ESTATE

1.0 INTRODUCTION In accordance with the instructions received from Punch Taverns (PML) Limited (the ‘‘Borrower’’) in connection with the advance by Punch Taverns Finance B Limited (the ‘‘Issuer’’) to the Borrower of the New Term Facilities (as defined in an offering circular dated the date hereof (the ‘‘Offering Circular’’)) secured by, inter alia, the Borrower’s respective freehold, feuhold, heritable, long and short leasehold interests in a portfolio of public house properties, known as the New Securitisation Group (the ‘‘Portfolio’’ or the ‘‘Properties’’), we report herein our opinion of the Market Value of the Portfolio as at 29 July 2005 (the ‘‘Valuation Date’’). The list of properties comprising the Portfolio is attached at Appendix I. It is understood that the valuation is required in connection with the new issue of securities relating to the Portfolio (the ‘‘Transaction’’) and will be included in the Offering Circular provided to investors in connection with the Transaction. The Portfolio comprises public houses that were acquired from Pubmaster, Innspired and also those properties that Punch have acquired during the period March 2003 -November 2005. The Portfolio is part of the larger Punch Estate which comprises over 7,800 pubs in total. Capitalised terms used in this certificate which are not defined herein shall have the meaning given to them in the Offering Circular. In accordance with UKPS (as defined below) 5.4, we have made certain disclosures (set out below) in connection with this valuation instruction and our relationship with the Securitisation Group.

374 We have previously reported valuations in respect of the Punch Estate as it then comprised in reports dated 28 June 2000 and 23 October 2000 which were included in the offering circular dated 28 June 2000 (for the Punch Funding II Limited securitisation) and the offering circular dated 23 October 2000 (for the tap issue) respectively. In 2002, 2003 and 2004 we undertook a valuation of part of the larger Punch Estate for the purpose of inclusion in company accounts. We have also undertaken valuations of those properties which have been acquired and which now form part of the Punch Estate. We have also historically undertaken valuations of the Pubmaster portfolio of public houses including most recently in an offering circular dated 25 October 2002. We have also historically undertaken valuations of the Innspired portfolio of public houses including most recently in an offering circular dated 30 April 2004. You have confirmed to us that you do not consider that any conflict arises in preparing the advice herein as requested by the Borrower. DTZ Debenham Tie Leung is a wholly owned subsidiary of DTZ Holdings plc (the ‘‘Group’’). In the Group’s financial year to 30 April 2004, the proportion of total fees payable by the Borrower to the total fee income of the Group was less than 5%. Subject to our comments in paragraph 3.0 below, we confirm that the valuation has been made in accordance with the appropriate sections of the Practice Statements and United Kingdom Practice Statements (‘‘UKPS’’) contained within the RICS (Royal Institution of Chartered Surveyors) Appraisal and Valuation Standards, 5th Edition (the ‘‘Red Book’’), and that the valuation has been undertaken by valuers, acting as external valuers, qualified for the purpose of the valuation. As referred to in Section 6, in accordance with our instructions we have qualified the definition of Market Value by assuming in the case of our valuation that each property may be used only for its existing use for the foreseeable future. No regard has been had to potential alternative uses. The Portfolio has been valued as a fully operational business and our valuation therefore reflects the rental income/earnings derived from the operation of the existing business units. The income includes that which is the product of the beer discount which has been negotiated in respect of the Portfolio with breweries for the supply of beer and which in the 12 months to April 2005 totalled about 602,666 barrels per annum. To this extent the valuation of the Portfolio reflects the value derived from the most valuable use of the portfolio of properties, which in this case is believed to be equivalent to the existing use of the properties, i.e. as public houses within a portfolio. As such we have undertaken no investigation as to potential alternative use of any asset. The valuation of these operational entities does not include moveable trade fixtures and fittings, furnishings and equipment. We have had regard only to the existing use since this reflects the approach that purchasers of a portfolio of this type adopt when formulating bids. In accordance with our instructions we have undertaken inspections of a sample of properties equating to 10% of the Pubmaster Portfolio and 20% of the combined Innspired Portfolio and the Punch Acquisition Portfolio.

2.0 BACKGROUND INFORMATION The Borrower has provided us with the information set out below. The valuation is reliant on the accuracy of the information provided. At the Valuation Date, the Portfolio comprised 3,176 freehold, feuhold, heritable, long and short leasehold pubs which are owned by the Borrower and let by the Borrower to a number of tenants.

3.0 DEPARTURE FROM THE RED BOOK In accordance with our agreed instructions, the Market Value departs from the procedure set out in the Red Book as the definition of Market Value has been qualified by assuming the properties may be used only for their existing use for the foreseeable future to reflect the market practice of valuing such a portfolio as a single entity (the ‘‘Departure’’). This represents a deviation from PS 3.2 of the Red Book but in light of the nature and size of the Portfolio as highlighted in 3.1 below, we believe such a deviation to be reasonable in order to provide a valuation of the Portfolio. Although only a representative sample of the Portfolio has been inspected it is considered that the number of properties inspected is professionally adequate as set out in the Red Book and therefore does not represent a departure from the Red Book.

375 It should be noted that the Departure is the same as that which has been included in other valuation reports in respect of large pub portfolios. Where the valuation reports have formed part of stock exchange offering circulars they have been approved by the United Kingdom Listing Authority and the Luxembourg Stock Exchange.

3.1 The Reasons for the Departure from the Red Book The definition of Market Value has been qualified by assuming existing use in order to reflect the market practice of purchasing large numbers of public house assets as part of a property portfolio. No regard has been had to potential alternative uses. Purchasers of pub portfolios assess the cash flow generated by such assets and do not place any reliance on potential alternative uses. They do however expect that within a portfolio of so many assets there will inevitably be some instances where there is a higher alternative use value.

4.0 VALUATION AS A SINGLE PORTFOLIO The aggregate of the individual property values in respect of a portfolio of pubs of this size does not reﬂect the value of the portfolio as a whole. Management costs, the risk of rental voids, the potential for sales to special purchasers and any possible development/alternative use value can be spread across a number of sites. A willing purchaser of such a portfolio will take a more favourable attitude towards these issues than that which is likely to be taken by a willing purchaser of a single property asset. In addition the ownership of a portfolio provides enhanced purchasing power for goods and services as compared to a single property. This is evidenced, for example, by the level of beer discount that is available on a portfolio compared to the level that can be negotiated on a single asset. The nature of the purchaser of an individual property asset is different to that of the purchaser of a portfolio. The individual purchaser would have different costs of capital, risk proﬁles and potential exit routes and therefore the price it would be prepared to bid on a unit by unit basis would be different to that of a purchaser of a portfolio. As a result, generally the individual capital value of each property within a portfolio, if sold separately, will be less than the capital value achievable as part of a portfolio due to factors such as the enhanced purchasing power for goods and services, as set out above. Reporting such values (either individually or in aggregate) is not a requirement of those parties for whom this valuation has been prepared. Accordingly, such valuations have not been undertaken because they would place too great an emphasis on individual capital values, which are neither appropriate nor relevant in the context of how such assets are traded in the market. In addition, in our opinion, were the property assets forming the Portfolio to be marketed for sale they would most likely be lotted together to form a single portfolio.

5.0 SAMPLING PROCEDURE Previously, we have undertaken a sampling exercise for the Pubmaster Estate for the re-ﬁnancing exercise in 2002. In identifying the current sample from the Pubmaster Portfolio we have endeavoured to ensure that that no pub identiﬁed from the previous sample, reappears in the current sample. Two sampling exercises were undertaken, separately, as follows: (i) For the Pubmaster Portfolio (ii) For the combined Innspired Portfolio and the Punch Acquisition Portfolio (the ‘Combined Portfolio’) NOTE: 400 properties were excluded from (i) since we understand that they do not form part of the Transaction.

(i) Sampling Procedure for the Pubmaster Portfolio In respect of the sampling procedure we took into account the following key factors: (a) Tenure A sample of freehold and leasehold tenure properties are identified. (b) Geographical Regions 8 geographical regions were identified for the freehold properties, based on a grouping of Economic Regions. The leasehold properties were not classified by geographical region, as the number of properties was too small.

376 (c) Rent received MAT to April 2005

(d) Beer and Cider MAT barrelage to April 2005

Both of these latter two factors are themselves affected by location. All of the above mentioned key inputs/drivers represent the most signiﬁcant valuation variables and therefore referring to them in the sampling procedure results in a robust sample.

The sampling technique incorporates the key valuation inputs/drivers. The reason that the various characteristics are compelling in any valuation of a public house is that it is vital that any sample includes the full range, or variability, of each characteristic to ensure that the effect of these factors on the total value of the Pubmaster Portfolio is fully reﬂected. The sampling technique employed endeavours to ensure that there is no imbalance or incorrect weighting being applied.

There are a number of other techniques available for use in selecting a sample, including simple random sampling, systematic sampling, for example choosing every tenth property and, cluster sampling, choosing properties in, say, the South East as being representative of other properties in the UK. We do not believe these are appropriate to the Pubmaster Portfolio.

In terms of valuation the advantage of the sampling technique we have chosen is that the procedure ensures inclusion of properties which have characteristics from across the spectrum of tenure, geography, net rent receivable and barrelage.

A sample drawn using other techniques as described above, can run the risk of selecting by chance and therefore could exclude characteristics which should form part of the sample pool’.

The inclusion of the full range of the valuation key drivers is fundamental since the information derived from the Pubmaster Portfolio Sample forms the basis for extrapolating a value throughout the Pubmaster Portfolio.

It is our opinion that, from a total of 2,513 public houses, which constitute the Pubmaster Portfolio to be valued, as at the Valuation Date, it is possible to calculate the value of the Estate with the beneﬁt of the inspection and analysis at an individual property level of a representative sample together with the trading records and tenure records of the whole portfolio.

The Pubmaster Portfolio Sample was assembled by taking approximately 10 per cent. of the total from the Pubmaster Portfolio listing. The Sample was chosen by reference to key factors set out above. The details of the methodology are set out in detail below.

The Pubmaster Portfolio List was ﬁrst divided between 2,357 freehold and 156 leasehold tenure properties. The number of properties taken from the freehold and leasehold lists, amounted to approximately 10 per cent. of each tenure type. The proportion of freehold versus leasehold properties was calculated on a pro rata basis, dependent on the proportion of each tenure type within the overall Pubmaster Portfolio.

Portfolio Number of Number of Pubs in Proportion of Pubs within Estate Portfolio in Tenure Portfolio Sample Estate Sample Number Freehold Properties 2,357 235 10.0% Number Leasehold Properties 156 16 10.3% Total 2,513 251 10.0%

The Pubmaster Portfolio List was then divided by geographical region whilst retaining the division of freehold and leasehold tenure properties.

377 Pubmaster Portfolio Sample sorted by Region- Freehold Portfolio As a Number of Sample as a Number of Percentage Sample Pubs Percentage of Pubs in of Total Manually the Regional Regional Area Portfolio Freehold Rounded Total Scotland, North East 273 11.6% 27 9.9% NorthWest 553 23.4% 55 9.9% Yorkshire & Humberside 282 12.0% 28 9.9% South West 213 9.0% 21 9.9% Wales, West Midlands 322 13.7% 32 9.9% East Midlands 212 9.0% 21 9.9% East 328 13.9% 33 10.1% London, South East 174 7.4% 18 10.3% TOTAL 2,357 100.0% 235 10.0%

To prepare the Freehold sample, within each geographical region a sample was identified by calculating the number of pubs within the region as a percentage of the total number of pubs to be sampled. For example there are a total of 328 pubs in the East region. This represented approximately 14 per cent. of the total number of freehold properties to be sampled. Approximately 10 per cent. of the freehold pubs in the East region were sampled and consequently 32 pubs in the region were identified for inspection. The pubs, having been divided by region and the appropriate quantum of sample identified, were sorted by reference to the rent received MAT, and the beer and cider barrelage MAT. The final selection was made by calculating the number of pubs needed as a proportion of the total in the region, and of the total rent and barrelage, and then making a random selection of pubs whose aggregate rent and barrelage matched the target for each category. This process was repeated for the other 7 regions for the freehold sample. The leasehold tenure sample was selected on the same basis, but with no separate geographical region classification, due to a small number of leasehold pubs, as shown. Number of Pubs in Leasehold Number of Sample Portfolio Sample Pubmaster As a Percentage of Pubs Manually as a Percentage of Portfolio Total Leasehold Rounded the Leasehold Total 156 100.00% 16 10.3% The total rent of the pubs and the total beer and cider barrelage in the Pubmaster Portfolio Sample were then tested by reference to 10 percent of the total rent and total beer and cider barrelage within the whole Pubmaster Portfolio list. The Pubmaster Portfolio Sample falls within 0.25 per cent of 10 per cent of the total for the Pubmaster Portfolio list. (ii) Sampling Procedure for the Combined Portfolio The Combined Portfolio comprises the following: Company Name Count Innspired 471 Centrum 147 Jubilee 5 Group 40 TOTAL 663

In respect of the sampling procedure we took into account the following key factors: (a) Tenure A sample of freehold and leasehold tenure properties are identified. (b) Geographical Regions 4 geographical regions were identified for the freehold properties, based on a grouping of Economic Regions. The leasehold properties were not classified by geographical region, as the number of properties was too small.

378 (c) Rent received MAT to April 2005 (d) Beer and Cider MAT barrelage, to April 2005 It is our opinion that, from a total of 663 public houses, which constitute the Combined Portfolio to be valued, as at the Valuation Date, it is possible to calculate the value of the Estate with the beneﬁt of the inspection and analysis at an individual property level of a representative sample together with the trading records and tenure records of the whole portfolio. The rationale for the sample technique is the same as the Pubmaster Portfolio sample. The Combined Portfolio Sample was assembled by taking approximately 20 per cent. of the total from the Combined Portfolio listing. The Sample was chosen by reference to key factors set out above. The details of the methodology are set out in detail below. The Combined Portfolio List was ﬁrst divided between 630 freehold and 33 leasehold tenure properties. The number of properties taken from the freehold and leasehold lists, amounted to approximately 20 per cent. of each tenure type. The proportion of freehold versus leasehold properties was calculated on a pro rata basis, dependent on the proportion of each tenure type within the overall Combined Portfolio.

Portfolio Number of Pubs Number of Pubs Proportion of within in Estate Portfolio in Tenure Portfolio Sample Estate Sample Number Freehold Properties 630 126 20.0% Number Leasehold Properties 33 7 21.2% Total 663 133 20.1%

The Combined Portfolio List was then divided by geographical region whilst retaining the division of freehold and leasehold tenure properties.

Combined Portfolio Sample sorted by Region — Freehold Portfolio As a Number of Sample as a Number of Percentage Sample Pubs Percentage of Pubs in of Total Manually the Regional Regional Area Portfolio Freehold Rounded Total Scotland, North East, NorthWest, Yorkshire & Humberside 139 22.1% 28 20.1% South West 194 30.8% 39 20.1% Wales, West Midlands, East Midlands, East 142 22.5% 28 19.7% London, South East 155 24.6% 31 20.0% TOTAL 630 100.00% 126 20.0%

379 Portfolio Sample as a As a Number of Percentage Number of Pubs Percentage Sample Pubs of the in Leasehold of Total Manually Leasehold Portfolio Leasehold Rounded Total 33 100.00% 7 21.2% The total rent of the pubs and the total beer and cider barrelage in the Combined Portfolio Sample were then tested by reference to 20 percent of the total rent and total beer and cider barrelage within the whole Combined Portfolio list. The Combined Portfolio Sample falls within 0.1 per cent of 20 per cent of the total for the Combined Portfolio list. A list of the properties comprising the Portfolio Sample is attached at Appendix 2.

6.0 DEFINITION OF VALUE

6.1 Market value We have assessed Market Value in accordance with PS 3.2. Under these provisions, the term ‘‘Market Value’’ means: ‘‘The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.’’ In undertaking our valuation on the basis of Market Value we have applied the interpretative commentary and standards (‘‘Standards’’) which have been settled by the International Valuation Standards Committee (IVSC). The commentary is included in PS 3.2 and is reproduced below: The term ‘property’ is used because the focus of these Standards is the valuation of property. Because these Standards encompass financial reporting, the term ‘‘asset’’ may be substituted for general application of the definition. Each element of the definition has its own conceptual framework. ‘The estimated amount ...’ Refers to a price expressed in terms of money (normally in the local currency) payable for the property in an arm’s-length market transaction. Market Value is measured as the most probable price reasonably obtainable in the market at the date of valuation in keeping with the Market Value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of Special Value. ‘... a property should exchange ...’ Refers to the fact that the value of an asset is an estimated amount rather than a predetermined or actual sale price. It is the price at which the market expects a transaction that meets all other elements of the Market Value definition should be completed on the date of valuation. ‘... on the date of valuation ...’ Requires that the estimated Market Value is time-specific as of a given date. As markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made. ‘... between a willing buyer ...’ Refers to one who is motivated, but not compelled to buy. This buyer is neither over-eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than on an imaginary or hypothetical market which cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present property owner is included among those who constitute ’the market’. A valuer must not make unrealistic assumptions about market conditions or assume a level of Market Value above that which is reasonably obtainable.

380 ‘... a willing seller ...’ Is neither an over-eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the property at market terms for the best price attainable in the (open) market after proper marketing, whatever that price may be. The factual circumstances of the actual property owner are not a part of this consideration because the ‘willing seller’ is a hypothetical owner. ‘... in an arm’s-length transaction ...’ Is one between parties who do not have a particular or special relationship (for example, parent and subsidiary companies or landlord and tenant) which may make the price level uncharacteristic of the market or inflated because of an element of Special Value, (defined in IVSC Standard 2, para. 3.11). The Market Value transaction is presumed to be between unrelated parties each acting independently. ‘... after proper marketing ...’ Means that the property would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the Market Value definition. The length of exposure time may vary with market conditions, but must be sufficient to allow the property to be brought to the attention of an adequate number of potential purchasers. The exposure period occurs prior to the valuation date. ‘... wherein the parties had each acted knowledgeably, prudently ...’ Presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the property, its actual and potential uses and the state of the market as of the date of valuation. Each is further presumed to act for self-interest with that knowledge and prudently to seek the best price for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the date of valuation, not with the benefit of hindsight at some later date. It is not necessarily imprudent for a seller to sell property in a market with falling prices at a price which is lower than previous market levels. In such cases, as is true for other purchase and sale situations in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time. ‘... and without compulsion’ Establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it. Market Value is understood as the value of a property estimated without regard to costs of sale or purchase and without offset of any associated taxes.’’ The RICS considers the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book. As referred to in Section 3.1, we have qualified the above definition by assuming in the case of our valuation that each property may be used only for its existing use for the foreseeable future. No regard has been had to potential alternative uses.

7.0 EXTERNAL VALUERS Fleurets of 4 Roger Street, London who are specialist property advisers within the public house sector, have inspected the Sample Properties. Fleurets have provided us with their report dated 17 June 2005, which includes their opinions of rental values based on the existing lease agreements, a standard lease and an estimate of the fair maintainable barrelage in respect of the Sample Properties.

8.0 ADJUSTMENTS We have made no adjustments to reflect any liability to taxation that may arise on a disposal, nor for any costs associated with a disposal incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding or VAT that may arise on a disposal. The valuation in this report is net of VAT at the prevailing rate. We have made a deduction to reflect purchasers’ acquisition costs.

9.0 ASSUMPTIONS AND SOURCES OF INFORMATION An assumption (‘‘Assumption’’) is deﬁned in the Glossary to the Red Book as a ‘‘supposition taken to be true’’. Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be veriﬁed by a valuer as part of the valuation process. In undertaking our

381 valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, the Company has conﬁrmed that our Assumptions are correct so far as they are aware. In the event that any of these Assumptions prove to be incorrect then our valuation(s) should be reviewed. The Assumptions we have made for the purposes of our valuation(s) are referred to below:

9.1 Title We have been instructed to assume that any title or other issues that would be revealed by the Reports on Title or otherwise in respect of the Portfolio are not materially worse than would ordinarily be expected in a portfolio of public houses of this size, age and diversity. We have not had access to the title deeds of any of the properties. We have made an Assumption that the Borrower is possessed of good and marketable freehold/ leasehold title in each case and that the properties are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also assumed that the properties are free from mortgages, charges or other encumbrances. We have also been instructed to assume that any title or other issues that there may be are capable of being resolved in such a way that they will not materially adversely affect the marketability of the Portfolio as a whole or its acceptability as suitable security.

9.2 Condition of Structure and Services, Deleterious Materials, Plant & Machinery Due regard was paid to the state of repair and condition of each property inspected, but condition surveys were not undertaken, nor were woodwork or other parts of the structure which were covered, unexposed or inaccessible, inspected. Therefore, we are unable to report that any of the properties are structurally sound or are free from any defects. We have assumed that all the properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in construction or any alterations, and therefore we cannot confirm that the properties are free from risk in this regard. For the purposes of this valuation, it has been assumed that any investigation would not reveal the presence of such materials in any adverse condition. No mining, geological or other investigations have been undertaken to certify that the site is free from any defect as to foundations. Where relevant, we have assumed that the load bearing qualities of the sites of the properties are sufficient to support the buildings constructed, or to be constructed thereon. We have also assumed that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of the properties comprising the Portfolio. No tests have been carried out as to electrical, heating or any other services nor have the drains been tested. However, we have assumed all services to be functioning satisfactorily. It is a condition of DTZ Debenham Tie Leung Limited or any related company, or any qualified employee, providing advice and opinions as to the value, that the client and/or third parties (whether notified to us or not) accept that this report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services.

9.3 Environmental Matters We have been instructed not to make any investigations in relation to environmental matters and to make enquiries of the Borrower. The Borrower has conﬁrmed to us that they are not aware of any environmental issues that would impact on the valuations reported. Therefore in accordance with our instructions we have assumed that no contamination or other adverse environmental matters exist in relation to the Portfolio sufficient to affect value. We have no basis upon which to assess the reasonableness of this assumption. If it were to prove invalid then the value would fall by an unspeciﬁed amount. Other than as referred to above, we have not made any investigations to establish whether there is any contamination or potential for contamination to the subject properties.

382 A purchaser in the market might, in practice, undertake further investigations than those undertaken by us. If it is subsequently established that contamination exists at the properties or on any neighbouring land, or that the premises have been or are being put to any contaminative use then this might reduce value now reported. Commensurate with our assumptions set out above we have not made any allowance in this valuation for any effect in respect of actual or potential contamination of land or buildings. 9.4 Plant and Machinery No allowance has been made in our valuation for any item of plant or machinery not forming part of the service installations of any building. Specifically excluded are all items of plant, machinery and equipment installed wholly or primarily in connection with the occupant’s business, furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Technical service equipment such as beer raising, cooling and dispensing equipment that can be conveniently or economically removed has been excluded. 9.5 Floor Areas None of the properties have been measured. 9.6 Goodwill No reflection has been made in our valuation of any goodwill that may arise from the present occupation of any of the properties in the Portfolio. 9.7 Rent/Barrelage/Direct Costs and Other Commercial Information Details of passing rents, barrelage, AWP income, unlicensed property income, direct costs and other commercial information have been supplied to us by the Borrower. We have relied on all such information, which we have assumed is full, up-to-date and correct and understand that this information corresponds with that which has been made available to all the advisers. 9.8 Statutory Requirements and Planning In accordance with your instructions we have made no enquiries of the local planning authorities. We have assumed that each of the public houses and all ancillary buildings have been constructed and are currently being used in full compliance with valid town planning and building regulations approvals, that where relevant, each has the benefit of a current fire certificate, and that none of them is subject to any statutory notice as to their construction, use or occupation, unless we are aware of information to the contrary. It has been assumed that each building has been constructed in full compliance with valid town planning and building regulations approvals. It has been further assumed that the existing use of each building is duly authorised and established, that relevant and valid Justices’ Full On Licences (or Scottish equivalent) are held for all buildings or parts thereof where alcoholic beverages are sold or consumed and that no material adverse planning restrictions apply unless we are aware of information to the contrary. We have assumed that, if you should need to rely upon information given about town planning matters, your solicitors should be instructed to institute formal searches. It is a requirement of the Food Safety Act 1990 that all premises involved in cooking, preparing, handling, storing, selling or transporting food should be registered. Failure to do so can mean the imposition of penalties by the authorities. Where appropriate, we have assumed that each property within the Portfolio has been registered and either complies with, or the necessary steps will be taken to comply with, the regulations. No account of the cost of compliance has been allowed for within the valuation reported. 9.9 Defective Premises Act 1972 No allowance has been made for rights, obligations or liabilities arising under the Defective Premises Act 1972. 9.10 Information We have assumed that all information provided to us by the Borrower and their professional advisers in respect of the Portfolio is both full and correct and corresponds with that which has been made available to all the advisers.

383 It follows that we have assumed that details of all matters likely to affect value within the Borrower’s knowledge have been made available to us and that the information is up to date.

9.11 Taxation and Costs No adjustment has been made to reﬂect any liability to taxation that may arise on disposal, nor for any costs associated with disposal incurred by the owner. Furthermore, no allowance has been made to reﬂect any liability to repay any government or other grants, or taxation allowances that may arise on disposal. The capital valuations and rentals included in this Valuation Report are net of value added tax at the prevailing rate.

9.12 Landlord and Tenant Act 1987 The Landlord and TenantAct 1987 (the ‘‘Act’’) gives certain rights to deﬁned residential tenants to acquire the freehold/head leasehold interest in a building where more than 50% of the ﬂoor space is in residential use. Where this is applicable, we have assumed that necessary notices have been given to the residential tenants under the provisions of the Act, and that such tenants have elected not to acquire the freehold/head leasehold interest, and therefore disposal into the open market is unrestricted.

10.0 MARKET RENT AND FAIR MAINTAINABLE BARRELAGE In order to prepare our valuation, we have undertaken an assessment of the market rent the estimated rental value and the fair maintainable barrelage in respect of the Sample Properties.

11.0 DEVELOPMENT PROPERTY None of the properties within the Portfolio have been valued on the basis of development potential since we have assumed that their collective value, having regard to their existing use as public houses forming part of a portfolio of public house assets, exceeds any value derived from individual development for another use.

12.0 DIRECTORS’ INTERESTS The Directors of the Borrower have conﬁrmed to us that they have not at any time had any interest in any acquisitions or disposals of any buildings or property within the Portfolio.

13.0 PROPERTY INSPECTIONS Fleurets carried out full internal and external inspections of a representative sample of properties between 25 April and 25 May 2005. In addition historically each of the Punch Acquisition Portfolio has been inspected and also samples of properties from the Pubmaster and Innspired Portfolios were inspected at the time of previous valuations as mentioned in section 1 of this report.

14.0 EXPENDITURE AND REVENUE The Borrower has provided us with historic maintenance costs as well as future forecasts/budgets in respect of the Portfolio. These items, as well as detail on additional income that is receivable by the Borrower such as income from gaming machines, have been relied upon and taken into account in this valuation.

15.0 NON-RECOVERABLE EXPENDITURE In addition to the Borrower’s predicted annual expenditure on maintenance and repairs we have also made an allowance to reﬂect the additional cost of managing/supervising the Portfolio. The additional cost of employing management staff appropriate to the Portfolio has been allowed against the income receivable. This deduction does not reﬂect ‘head office’ costs.

16.0 VALUATION OF THE PORTFOLIO The Portfolio comprises 3,176 properties. The valuation has attributed a single ﬁgure to the whole Portfolio rather than individual values for each of the properties. In our opinion, the Portfolio would be marketed as a portfolio and sold as a whole rather than as individual units. The valuation reﬂects the most likely manner in which the Portfolio would be sold/offered for sale in the market.

384 From information provided to us in respect of the Portfolio by the Borrower at the date of valuation, the Portfolio had a net rental income of approximately £68,000,000 per annum exclusive and generated a barrelage volume of circa 602,666 barrels per annum. In arriving at our valuation we have looked at each of the three levels of income referred to below, based on its respective security. The most secure income is inevitably the net contracted rentals from the occupational tenants which as we have stated above amounts to approximately £68,000,000 net per annum exclusive. The second level of income is in respect of the discount which has been negotiated in respect of the Portfolio with breweries for the supply of beers based on a total sales volume of circa 602,666 barrels per annum. The third level relates to the income derived from machines and other unlicensed income from individual pubs. This we are advised by the Borrower currently equates to approximately £11,595,000 per annum exclusive. We have attributed different yields to each element of income to reﬂect its ‘‘risk’’ in terms of potential growth and its continuity into the future. The overall ‘‘blended’’ yield for the respective different incomes has then also been applied to the annual cost, which totals approximately £11,450,000 of repairing obligations and additional management costs associated with the Portfolio which are the responsibility of the Borrower. The management costs are based on 7.5 per cent of the annual net contractual income for the Portfolio. With regard to repairs and maintenance expenditure, we have had regard to the Borrower’s historic expenditure and the feedback from the inspection of the Sample and adopted £6,350,000. We are advised by the Borrower that this sum represents the average in unrecoverable repair and maintenance costs that could be expected for such a portfolio. Guidance has also been taken from the estimate of the costs supplied by Fleurets and based on their inspection of the Portfolio Sample. The annual cost of repairs amounting to £6,350,000 has been capitalised at the blended yield and the resultant ﬁgure has been deducted from the gross value. The Valuation set out below represents the value of the Portfolio as a whole and does not represent the sum of the individual property values.

17.0 VALUATION We are of the opinion that the Market Value for the Portfolio in its existing use, at the Valuation Date, subject to the assumptions and comments in this report is:

£1,650,000,000 (One Billion Six Hundred and Fifty Million Pounds)

18.0 CONFIDENTIALITY AND DISCLOSURE The contents of this report and appendices may be relied upon only by the addressees in connection with the Transaction described in the Offering Circular. No reliance may be placed upon the contents of the Valuation Report by any party who is not an addressee of this Valuation Report or by an addressee of this Valuation Report for any purpose other than in connection with the Transaction. Neither this Valuation Report, nor any part thereof, may be reproduced or referred to, in any document, circular or statement, nor may its contents, or any part thereof, be disclosed orally, or otherwise to a third party, without the valuer’s written approval as to the form and context of such publication or disclosure. Such publication or disclosure will not be permitted unless, where, relevant, it incorporates the Departure from the Red Book referred to herein. For the avoidance of doubt such approval is required whether or not DTZ Debenham Tie Leung Limited are referred to by name and whether or not the contents of our Report are combined with others. Yours faithfully CHARLES SMITH MRICS Director For and on behalf of DTZ Debenham Tie Leung Limited

385 APPENDIX 8.2

Appendix I: Portfolio

Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202264 BELUGA, ABERDEEN 492 UNION STREET ABERDEEN AB10 1TS 202277 SAL’S, ABERDEEN 7 CROWN STREET ABERDEEN AB11 6HA 202270 CRITERION, ABERDEEN 54 GUILD STREET ABERDEEN AB11 6NB 202298 PARKWAY, ABERDEEN BALGOWNIE ROAD ABERDEEN AB22 8LX 202275 MAINS OF SCOTSTOWN, BRIDGE OF 1 JESMOND SQUARE ABERDEEN AB22 8WT 202278 SCOTIA BAR, ABERDEEN 7 SUMMERFIELD TERRACE ABERDEEN AB24 5JB 202273 LOCHSIDE BAR, ABERDEEN 87/89 LOCH STREET ABERDEEN AB25 1DH 202266 BROADSTRAIK INN, ABERDEEN ELRICK ABERDEEN AB32 6TL 200827 DUKE OF MARLBOROUGH, ST ALBANS 110 HOLYWELL HILL HERTS AL 1 1DH 200833 WHITE HART TAP, ST ALBANS 4 KEYFIELD TERRACE HERTS AL 1 1QJ 200834 WHITE LION, LONDON COLNEY ST ANNS ROAD HERTS AL 2 1NX 200831 OLD RED LION, ST ALBANS PARK STREET HERTS AL 2 2LP 200832 VERULAM ARMS, ST ALBANS 41 LOWER DAGNALL STREET HERTS AL 3 4QE 200828 GREEN MAN, SANDRIDGE 31 HIGH STREET ST ALBANS HERTS AL 4 9DD 200830 MALTA, HARPENDEN LOWER LUTON ROAD HERTS AL 5 5AH 200829 GREEN MAN, HATFIELD MILL GREEN HERTS AL 9 5NZ 203613 WHITE LION, ST ALBANS 91 SOPWELL LANE HERTS AL1 1RN 203089 PEAR /PARTRIDGE(WHITE HORSE), HIGH STREET ST ALBANS AL2 1JY 203055 OLD FOX, ST ALBANS BRICKET WOOD HERTS AL2 3XU 203254 ROSE & CROWN, ST ALBANS 10 ST MICHAELS STREET HERTS AL3 4SG 300247 SKEW BRIDGE, HARPENDEN 59 SOUTHDOWN ROAD HARTS AL5 1PQ 203600 WHITE HORSE, WELWYN MILL LANE HERTS AL6 9ET 200856 VILLAGE TAVERN, SALTLEY 2 GEORGE ARTHUR ROAD WEST MIDLANDS B 8 1LW 201478 SPORTSMAN, BORDESLEY GARISON LANE BIRMINGHAM B 9 4QG 200858 CRICKETERS ARMS, SMALL HEATH 48 LITTLE GREEN LANE WEST MIDLANDS B 9 5AX 200840 MALT SHOVEL, SMALL HEATH BI COVENTRY ROAD WEST MIDLANDS B 10 0UG 200838 HEREFORD ARMS, SPARKBROOK 86 KYRWICKS LANE WEST MIDLANDS B 11 1TD 200841 ROYAL OAK, SPARKBROOK BIRM 31 ALFRED STREET WEST MIDLANDS B 12 8JJ 200839 MALT SHOVEL, BALSALL HEATH BI 170-171 BRIGHTON ROAD WEST MIDLANDS B 12 8QN 200842 VICTORIA, BALSALL HEATH BIRMI 5 RUNCORN ROAD WEST MIDLANDS B 12 8QP 200837 COACH & HORSES, BALSALL HEATH 162 MARY STREET WEST MIDLANDS B 12 9RJ 200835 ACORN INN, WINSON GREEN BIRM WINSON GREEN ROAD WEST MIDLANDS B 18 4BA 200836 BULLS HEAD, HANDSWORTH BIR 104 VILLA ROAD WEST MIDLANDS B 19 1NN 200844 PUMP TAVERN, HANDSWORTH BI 236 SOHO ROAD WEST MIDLANDS B 21 9LR 200845 RED LION, HANDSWORTH BIRMI SOHO ROAD WEST MIDLANDS B 21 9LR 201399 BROOKVALE, ERDINGTON SLADE ROAD BIRMINGHAM B 23 7PX 201395 BEECHES, NORTHFIELD MERRITTS BROOKE LANE BIRMINGHAM B 31 1UL 201442 RACE COURSE, CASTLE BROMWICH BROMFORD DRIVE BIRMINGHAM B 36 8SL 201449 LICKEY BANKER, FRANKLEY ORMOND ROAD BROMSGROVE B 45 0JD 200849 MERLIN, BROMSGROVE STOURBRIDGE ROAD WORCS B 61 0AR 200850 ROYAL OAK, ROWLEY REGIS WARL 301 DUDLEY ROAD WEST MIDLANDS B 65 8NB 200852 SIR ROBERT PEEL, ROWLEY REGIS 1 ROWLEY VILLAGE WEST MIDLANDS B 65 9AT 200855 WHITE SWAN, WEST BROMWICH 34 BROMFORD LANE WEST MIDLANDS B 70 7HW 201402 BULLS HEAD, POLESWORTH TAMWORTH ROAD STAFFORDSHIRE B 78 1JH 200860 OLD ROYAL OAK, WOOD END TAMWO BROAD LANE WEST MIDLANDS B 94 5DP 200859 EAGLE, CRABBS CROSS REDDITCH EVESHAM ROAD WORCS B 97 5JA 200857 BLACK HORSE, MOUNT PLEASANT RE IPSLEY STREET WORCS B 97 6JP 202475 CLUB DEMON, BIRMINGHAM 89 HOLLOWAY ROAD BIRMINGHAM B1 1QP 300259 WOODBINE TAVERN, BIRMINGHAM GROVE LANE BIRMINGHAM B21 9HF 203145 PUNCHBOWL, SOUTH QUINTON 153 WOLVERHAMPTON ROAD BIRMINGHAM B32 2AX 203334 SPITFIRE, CASTLE 2 PARKFIELD DRIVE CASTLE BROMWICH B36 9EJ 203000 MISSING, BIRMINGHAM 48 BROMSGROVE STREET BIRMINGHAM B5 6NU 203017 NAVIGATION INN, STOKE PRIOR HANBURY ROAD NR BROMSGROVE B60 4LB 200848 HANBURY TURN, WORCESTER STOKE HEATH WORCS B60 4LU 132411 ROYAL OAK 41 BARLEY MOW LANE BROMSGROVE B61 0LU

386 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203084 PARK GATE INN, BROMSGROVE KIDDERMINSTER ROAD WORCS B61 9AJ 300089 LITTLE CHOP HSE, HALESOWEN 74 WINDMILL HILL HALESOWEN B63 2BZ 300387 WHY NOT INN, HALESOWEN TWO GATES HALESOWEN B63 2JH 203126 OLD QUEENS HEAD, HALESOWEN BIRMINGHAM STREET WORCS B63 3HN 203619 WHITLEY HOTEL, HALESOWEN STOURBRIDGE ROAD WEST MIDLANDS B63 3QX 300264 MANCHESTER STORES, OLDBURY PARK STREET BIRMINGHAM B69 2AS 202713 FIVE WAYS 47, WEST BROMWICH SEAGER STREET WEST MIDLANDS B71 4AN 114055 PRINCE OF WALES, WILNECOTE HOCKLEY ROAD WILNECOTE B77 5EE 200853 CUCKOO’S REST, DORDEN WHITEHOUSE ROAD STAFFS B78 1QE 300250 BARLEY MOW, BIRMINGHAM 117 ST MARGARETS ROAD BIRMINGHAM B8 2BD 300092 LITTLE LARK, STUDLEY 108 ALCESTER ROAD WARWICKSHIRE B80 7NP 403425 OPAL LOUNGE, SOLIHULL HIGH STREET SOLIHULL B91 3SX 202445 BLACK SWAN, HENLEY IN ARDEN HIGH STREET HENLEY IN ARDEN B95 5AA 127332 BIRD IN HAND, HENLEY IN ARDEN BIRMINGHAM ROAD HENLEY IN ARDEN B95 5QR 202314 BROCKHILL, BATCHLEY ESTATE WILLOW WAY REDDITCH B97 6PH 203627 WINYATES, REDDICH WINYATES SHOPPING CENTRE WORCS B98 0NR 300260 WOODROW, REDDITCH 35 STUDLEY ROAD REDDITCH B98 7RY 300127 MARLBOROUGH TAVERN, BATH 35 MARLBOROUGH BUILDINGS BATH BA1 2LY 300109 ST JAMES WINE VAULTS 10 ST JAMES STREET BATH BA1 2TW 300131 PARK TAVERN, BATH 3 PARK LANE BATH BA1 2XG 300104 NEW CROWN, NEWBRIDGE 21 NEWBRIDGE HILL BATH BA1 3PW 300103 KINGS HEAD, UPPER WESTON 40 HIGH STREET BATH BA1 4BX 300099 CROWN & ANCHOR, BATH 44 HIGH STREET BATH BA1 4BY 202587 COEUR DE LYON, BATH NORTHUMBERLAND PLACE AVON BA1 5AR 300132 RICHMOND ARMS, BATH 7 RICHMOND PLACE BATH BA1 6EH 300133 RISING SUN, CAMDEN RD BATH 5 CLAREMONT TERRACE BATH BA1 6EH 124488 BLUE BALL HOTEL, BRUTON 2 COOMBE STREET BRUTON BA10 0EP 300116 FARMERS ARMS, FROME SPRING GARDENS SOMERSET BA11 2NY 300113 RING O BELLS, FROME 75 BROADWAY SOMERSET BA11 3HD 300128 MASONS ARMS, FROME MARSTON GATE SOMERSET BA11 4DJ 300114 JOHN BARLEYCORN, WARMINSTER 3 WEYMOUTH STREET WILTSHIRE BA12 9NP 300408 CHARLIES, WESTBURY 3/5 MARKET PLACE WILTSHIRE BA13 3DE 300155 CROWN, TROWBRIDGE 12 TIMBRELL STREET WILTSHIRE BA14 8PP 300414 BEEHIVE, BRADFORD ON AVON 263 TROWBRIDGE ROAD WILTSHIRE BA15 1UA 300126 KINGS ARMS, MONKTON FARLEIGH MONKTON FARLEIGH BRADFORD ON AVON BA15 2QH 200861 BUTCHERS ARMS, FARMBOROUGH TIMSBURY ROAD AVON BA2 0AE 300107 ROSE & LAUREL, BATH 118 RUSH HILL BATH BA2 2QS 300110 WHEATSHEAF, CORSTON WELLS ROAD BATH BA2 3HB 300097 CROSS KEYS. BATH MIDFORD ROAD BATH BA2 5RZ 300106 RISING SUN, BATH 4 GROVE STREET BATH BA2 6JP 300105 PACK HORSE, BATH HODS HILL BATH BA2 7DU 202531 CARPENTERS ARMS, CHILTHORNE DO VAGG LANE YEOVIL SOMERSET BA21 3PX 202852 HELYAR ARMS, YEOVIL EAST COKER SOMERSET BA22 9JR 300108 SEVEN STARS, TIMSBURY NORTH ROAD BATH BA3 1JJ 300098 CROSSWAYS TAV, BATH REDFIELD ROAD BATH BA3 2JH 128116 RAILWAY, RADSTOCK WELTON ROAD RADSTOCK BA3 3RR 300101 GEORGE INN, GURNEY SLADE GURNEY SLADE BATH BA3 4TQ 300416 DUKE OF CUMBERLAND, RADSTOCK EDFORD HILL RADSTOCK BA3 5HQ 300118 DOWNSIDE INN, DOWNTON BATH ROAD SHEPTON MALLETT BA4 4JL 300121 WAGGON HORSES, DOULTING FROME ROAD SOMERSET BA4 4LA 300120 VICTORIA INN, SHEPTON MALLETT BOARD CROSS SHEPTON MALLETT BA4 5DX 300119 KING WILLIAM, SHEPTON MALLETT COOMBE LANE SHEPTON MALLETT BA4 5UG 300180 SHERSTON HOTEL, WELLS PRIORY ROAD WELLS BA5 1SU 300176 MERMAID HOTEL, WELLS TUCKER STREET WELLS BA5 2DZ 300171 FOUNTAIN INN, WELLS 1 ST THOMAS STREET WELLS BA5 2UU 300181 SUN INN, WELLS 20 UNION STREET WELLS BA5 3PU 300184 LION, WEST PENNARD GLASTONBURY ROAD GLASTONBURY BA6 8NH 300178 QUEENS HEAD (YE), GLASTONBURY 84 HIGH STREET GLASTONBURY BA6 9DZ 300177 MITRE INN, GLASTONBURY BENEDICT STREET GLASTONBURY BA6 9HE 300174 KING WILLIAM, GLASTONBURY 19 MARKET PLACE GLASTONBURY BA6 9HL

387 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200169 DUCK & PUDDLE, BLACKBURN 109 DUKES BROW LANCS BB 2 6DH 201556 BROOKSIDE, DARWEN DUCKWORTH ST LANCASHIRE BB 3 1AT 200155 CROWN HOTEL, DARWIN BLACKBURN 24 REDEARTH ROAD LANCS BB 3 2AB 201550 BRIDGE END, ROSSENDALE HELMSHORE ROAD LANCASHIRE BB 4 4LG 200597 BLACKBULL HOTEL, HASLINGDEN 1 BLACKBURN ROAD HASLINGDEN BB 4 5QQ 201761 FARMERS GLORY, HASLINGDEN ROUNDHILL ROAD ROSSDENDALE BB 4 5TU 200147 BUCK INN, RAWTENSTALL COWPE ROAD COWPE LANCS BB 4 7DQ 201999 RED LION, ROSSENDALE 437 NEWCHURCH ROAD LANCASHIRE BB 4 7TB 200595 MASONS ARMS, CRAWSHAWBOOTH CO-OPERATION STREET ROSSENDALE BB 4 8AG 200603 RHODEN INN, OSWALDTWISTLE 109 ROE GREAVE ROAD OSWALDTWISTLE BB 5 3QF 200575 BRIDGE INN, CHURCH ACCRINGTON 135 HENRY STREET CHURCH BB 5 4EP ACCRINGTON 200580 CROWN, ACCRINGTON 318 WHALLEY ROAD LANCS BB 5 5DQ 201558 BUCK INN, CLITHEROE GRINDLETON ANCS BB 7 4JD 201760 DUKE OF YORK, GRINDLETON BROW TOP NR. CLITHEROE BB 7 4QR LANCS. 201483 UNION EXCHANGE, COLNE MARKET STREET LANCS BB 8 0LL 201867 LANE ENDS, BRIERFIELD HIGHER REEDLEY ROAD NELSON BB 9 5HA 201486 DUCK & BOOT, BURNLEY 2 TODMORDEN ROAD LANCS BB10 4AE 200592 KETTLEDRUM, MERECLOUGH 302 RED LEES ROAD BURNLEY BB10 4RG 200578 COAL CLOUGH HOUSE, COAL CLOUGH COAL CLOUGH HOUSE BURNLEY BB11 4NJ 200572 ALMA, PADIHAM WEST STREET LANCS BB12 8JD 300378 WHALLEY RANGE, PADIHAM 78 CHURCH STREET LANCASHIRE BB12 8JQ 201660 FOSTERS ARMS, BARNOLDSWICK GISBURN RD NR. COLNE BB18 5LG 201763 SEVEN STARS, BARNOLDSWICK 30 CHURCH STREET COLNE BB18 5UT 201765 WHITE LION, EARBY RILEY STREET COLNE BB18 6NX 300351 BOWLING GREEN, DARWEN 386 BOLTON ROAD LANCS BB3 2PS 127290 BAYLEYS CAFE BAR, DARWEN 1 BELGRAVE COT DARWEN BB3 2RP 300374 CROWN, ROSSENDALE BACUP ROAD ROSSENDALE BB4 7ND 202963 MADISONS WINE BAR, RAWTENSTALL 2 BURNLEY ROAD NR BURNLEY BB4 8EW 300372 ASHWORTH ARMS, ROSSENDALE 128 BURNLEY ROAD ROSSENDALE BB4 8HH 300375 JOLLY SAILOR, ROSSENDALE BOOTH ROAD ROSSENDALE BB4 9BD 300373 COMMERCIAL INN, ROSSENDALE 1085 BURNLEY ROAD EAST ROSSENDALE BB4 9PX 126114 KING ST PUB CO, ACCRINGTON 32 KING STREET ACCRINGTON BB5 1QE 700936 LORD CLYDE, BRADFORD 86 THORNTON ROAD BRADFORD BD 1 2DG 200865 MERRY MASON, BRADFORD KINGS ROAD WEST YORKS BD 2 1DX 200863 BEDFORD ARMS, BRADFORD 2 WAKEFIELD ROAD WEST YORKS BD 4 7AT 200867 PARRY LANE TAVERN, BRADFORD 240 STICKER LANE WEST YORKS BD 4 8RS 200559 CONISTON, IDLE LOUISA STREET BRADFORD BD10 8NE 202082 SPRINGFIELD HOTEL, IDLE 179 BRADFORD ROAD BRADFORD BD10 8SN 200312 BREWERY TAP, IDLE 51/51A ALBION ROAD BRADFORD BD10 9QE 200313 HOGS HEAD, GREENGATES IDLE HAIGHALL ROAD BRADFORD WEST BD10 9QE YORKS 200870 WOODLANDS HOTEL, OAKENSHAW MILLCAR HILL ROAD WEST YORKS BD12 7EZ 200864 BOARS HEAD INN, CLAYTON HEIGHT HIGHHATE ROAD WEST YORKS BD13 1ES 201753 JUNCTION INN, QUEENSBURY WEST SCHOLES BRADFORD BD13 1NQ 200159 GEORGE III, QUEENSBURY CHAPEL STREET BRADFORD BD13 2PZ 200151 BLACK HORSE, THORNTON KIPPING LANE BRADFORD WEST BD13 3HX YORKS 200866 NEW INN, DENHOLME BRADFO KEIGHLEY ROAD WEST YORKS BD13 4JT 133318 PRUNE PARK, WILSDEN PRUNE PARK LANE BRADFORD BD15 9BJ 123165 BOATHOUSE, SALTAIRE VICTORIA ROAD SHIPLEY BD18 3LA 201973 PUNCH BOWL, CLECKHEATON 136 WESTGATE CLECKHEATON BD19 5DR 200871 WHITE BEAR, EASTBURN KEI MAIN ROAD WEST YORKS BD20 7SN 201724 HARE & HOUNDS, KEIGHLEY LOTHERSDALE WEST YORKSHIRE BD20 8EL 201992 RAILWAY, NR. KEIGHLEY CONNONLEY NR. KEIGHLEY BD20 8LS 201864 LAMB INN, OXENHOPE DENHOLME ROAD NR. KEIGHLEY BD22 9NU 200868 RAILWAY INN, SKIPTON CARLETON STREET NORTH YORKS BD23 2AJ 202454 BOARS HEAD, NR SKIPTON LONG PRESTON NR SKIPTON BD23 4ND 300216 CRICKETERS, BOURNEMOUTH 41 WINDHAM ROAD BOURNEMOUTH BH1 4RN

388 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202823 GUILDHALL TAVERN, POOL 15 MARKET STREET DORSET BH15 1NB 202550 CHEQUERS INN, LYTCHETT MATRAVE HIGH STREET DORSET BH16 6BJ 202765 GLOBE INN, HERSTON 3 BELLS STREET SWANAGE BH19 2RY 203193 RAILWAY TAVERN, WAREHAM NORTHPORT DORSET BH20 4AT 202539 CASTLE INN, CORFE CASTLE 63 EAST STREET WAREHAM BH20 5EE 203031 NEW INN, WAREHAM CHURCH KNOWLE DORSET BH20 5NQ 203144 PUDDING & PYE, HIMBORNE 23 WEST STREET DORSET BH21 1JS 203005 MOUNT, CORFE MULLEN 49 BLANDFORD ROAD WIMBORNE BH21 3HD 300444 SALISBURY ARMS, CHRISTCHURCH 53 PUREWELL DORSET BH23 1ES 203184 RAILWAY HOTEL, CHRISTCHURCH 2 STOUR ROAD BOURNEMOUTH BH23 1PS 300443 ROYALTY INN, CHRISTCHURCH 60 BARGATES DORSET BH23 1QL 203310 SHIP IN DISTRESS, CHRISTCHURCH 66 STANPIT HAMPSHIRE BH23 3NA 872067 MANOR ARMS, BURTON SALISBURY ROAD BURTON BH23 5JG 300435 OAK INN, CHRISTCHURCH 57 MARTINS HILL LANE CHRISTCHURCH BH23 7NW 202706 FINN MCOULS (RED LION), RINGWO MARKET SQUARE HANTS BH24 1AN 300429 LAMB INN, RINGWOOD 2 HIGHTOWN ROAD HAMPSHIRE BH24 1NW 300436 OAK & YAFFLE, NEW MILTON ASHLEY COMMON ROAD HAMPSHIRE BH25 5AN 200604 ROSTRON ARMS, EDENFIELD 1 MARKET PLACE RAMSBOTTOM BL 0 0JZ 201555 BROOK, RAMSBOTTOM 326 BOLTON RD WEST BURY BL 0 9QY 201441 GRIFFIN, BOLTON 43 GREAT MOOR STREET LANCS BL 1 1SW 201870 LEVER BRIDGE INN, BOLTON 208/210 RADCLIFFE ROAD LANCASHIRE BL 2 1PF 202162 VULCAN, DEANE 10 JUNCTION RD BOLTON BL 3 4LT 202151 VICTORIA, FARNWORTH 42/44 MARKET ST BOLTON BL 4 7NY 200612 WHITE HORSE, KEARSLEY 221 BOLTON ROAD BOLTON BL 4 8NG 201906 MOSS ROSE, KEARSLEY MANCHESTER RD BOLTON BL 4 8QG 200613 WOOLPACK, BURY 182 WOOD STREET LANCS BL 8 2QY 200814 ROSE & CROWN, BURY MANCHESTER OLD ROAD GREATER BL 9 0TR MANCHESTER 201458 OLD BOARS HEAD, BURY 46 HEAD BRIDGE LANCS BL 9 7HY 203180 RAILWAY, RAMSBOTTOM 2 BRIDGE STREET LANCS BL0 9AQ 202854 HEN & CHICKENS, BOLTON 143 DEANSGATE BOLTON BL1 1EX 202465 BOWLING GREEN, BOLTON 97 ESKRICK STREET BOLTON BL1 3EN 202930 LAMB HOTEL, BOLTON 274 HALLIWELL ROAD BOLTON BL1 3QD 202691 FARMERS ARMS, BOLTON 86-88 CHORLEY STREET BOLTON BL1 4AL 203542 VICTORIA INN, BOLTON 26 MARKLAND HILL BOLTON BL1 5AG 202701 FINISHERS ARMS, BOLTON 487 CHURCH ROAD BOLTON BL1 5RE 202615 CROFTERS ARMS, BOLTON 494 HALLIWELL ROAD BOLTON BL1 8BP 203280 ROYAL OAK HOTEL, BOLTON 122 BRADSHAW BROW BOLTON BL2 3DD 203039 ODDFELLOWS, BOLTON 140 ST HELENS ROAD BOLTON BL3 3PJ 203002 MORRIS DANCER HOTEL, BOLTON SAPLING ROAD MORRIS GREEN BL3 3QL 203622 WILLOWS HOTEL, BOLTON 296 WILLOWS LANE BOLTON BL3 4BT 202411 BEAUMONT ARMS, LADYBRIDGE EAST ARNDALE ROAD BOLTON BL3 4XB 203103 PIKE VIEW, BOLTON DERBY STREET BOLTON BL3 6LH 203539 VICTORIA BRITISH QUEEN, BOLTON 124 BLACKBURN ROAD BOLTON BL3 6SA 203265 ROYAL HOTEL, FARNWORTH 142 ALBERT ROAD BOLTON BL4 7DR 202390 ANTELOPE, KEARSLEY 18 MANCHESTER ROAD BOLTON BL4 8NY 202828 HALFWAY HOUSE, FARNWORTH 69 WORSLEY ROAD BOLTON BL4 9LU 203536 VICTORIA, WESTHOUGHTON 27 MARKET STREET BOLTON BL5 3AH 203583 WHEATSHEAF, WESTHOUGHTON 106 MARKET STREET BOLTON BL5 3AZ 203255 HOWFFENER, WESTHOUGHTON 222 BOLTON ROAD BOLTON BL5 3EE 203222 RED LION, WESTHAUGHTON 2 WIGAN ROAD BOLTON BL5 3RJ 202800 GREEN BARN, BLACKROD MANCHESTER ROAD BOLTON BL6 5BL 203206 RED LION, BLACKROD 101 CHURCH STREET BOLTON BL6 5EF 203229 RIDGEWAY ARMS, BLACKROD STATION ROAD BLACKROD BL6 5LF 202432 BLACK BULL, HORWICH 69 CHURCH STREET BOLTON BL6 6AA 202503 BROWN COW, HORWICH 36 CHURCH STREET BOLTON BL6 6AD 202408 BAY HORSE, HORWICH 141 LEE LANE BOLTON BL6 7AG 203341 SPREAD EAGLE, BOLTON 126 HOUGH LANE BOLTON BL7 9DE 201390 CORNERSTONE, BRIGHTON 2-6 ELM GROVE SUSSEX BN 2 3DD 200873 HENTY ARMS, FERRING 2 FERRING ROAD WEST SUSSEX BN12 6QY

389 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 511406 DOLPHIN HOTEL, LITTLEHAMPTON 34 HIGH STREET LITTLEHAMPTON BN17 5ED 300308 BEVENDEAN HOTEL, MOULSCOMBE 50 HILLSIDE MOULSCOMBE BN2 4TF 201406 CASTLE INN, PEVENSEY BAY 72 EASTBOURNE ROAD EAST SUSSEX BN24 6HS 300309 OLD POLEGATE STATION, POLEGATE STATION ROAD POLEGATE BN26 6EH 897733 GARDNERS ARMS, PORTSLADE 103/05 ABINGER ROAD PORTSLADE BN41 1SD 200874 VICTORIA, ST WERBURGHS BRIST 40 JAMES STREET AVON BS 2 9US 203063 OLD PORTHOUSE, BRISTOL 57 PRINCE STREET BRISTOL BS1 4QH 300058 QUEENS SHILLING, BRISTOL 9 FROGMORE STREET BRISTOL BS1 5NA 300064 THREE TUNS, BRISTOL 78 ST GEORGES ROAD BRISTOL BS1 5UR 300082 OLD CROW, HENBURY CROW LANE BRISTOL BS10 7DW 300068 FULFORD HOUSE, BRISTOL FULFORD ROAD BRISTOL BS13 0AD 300102 KING WILLIAM IV, WARMLEY TOWER ROAD SOUTH BRISTOL BS15 5BL 300096 CROSSKEYS, BRISTOL 627 FISHPONDS ROAD BRISTOL BS16 3BA 300117 SPOTTED COW, BRISTOL 120 LODGE CAUSEWAY BRISTOL BS16 3JP 300100 FISHPONDS TAV, FISHPONDS 47 LEWINGTON ROAD BRISTOL BS16 4AB 300111 WHITE SWAN, DOWNEND 70 NORTH STREET BRISTOL BS16 5SG 300095 BRIDGE, BRISTOL BRIDGE ROAD BRISTOL BS17 3NG 300057 PONY & TRAP, CHEW MAGNA NEW TOWN BRISTOL BS18 8TQ 300048 GEORGE INN, BACKWELL FARLEIGH BRISTOL BS19 3PG 203295 SCOTCHMAN & HIS PACK, BRISTO 20 ST MICHAELS HILL AVON BS2 8DX 300045 MICAWBERS ALE HSE, BRISTOL 24 ST MICHAELS HILL BRISTOL BS2 8DX 300053 MINERS ARMS, ST WERBURGHS 136 MINA ROAD BRISTOL BS2 9YQ 300061 RAILWAY INN, PILL BRISTOL MONMOUTH ROAD BRISTOL BS20 0AY 300047 DRUM & MONKEY, CLEVEDON KENN ROAD BRISTOL BS21 6TJ 300063 ROYAL OAK, CLEVEDON 35 COPSE ROAD BRISTOL BS21 7QN 300054 NELSON ARMS, CHURCHILL SKINNERS LANE NORTH SOMERSET BS25 5PW 300060 RAILWAY INN, SANDFORD STATION ROAD WINSCOMBE BS25 5RA 300172 GARDENERS ARMS, CHEDDAR 35 SILVER STREET CHEDDAR BS27 3LE 300175 KINGS HEAD, CHEDDAR 1 SILVER STREET CHEDDAR BS27 3LE 300173 GEORGE HOTEL, WEDMORE CHURCH STREET SOMERSET BS28 4AB 300070 BREWERS, BANWELL CHURCH STREET WESTON SUPER BS29 6EA MARE 201487 WHISTLING DUCK, BANWELL KNIGHTCOTT ROAD SOMERSET BS29 6HF 300049 IMP, SOUTHVILLE BRISTOL 2 ALPHA ROAD BRISTOL BS3 1DH 300066 WEDLOCKS, BRISTOL 1 BOWER ASHTON TERRACE BRISTOL BS3 2LE 202434 BLACK CAT, BEDMINSTER 26 WEST STREET BRISTOL BS3 3LH 300067 WHITE HORSE, BEDMINSTER 166 WEST STREET BRISTOL BS3 3NB 300050 JOLLY COLLIERS, BEDMINSTER 57 WEST STREET BRISTOL BS3 3NU 300055 NEW FOUND OUT, TOTTERDOWN 60 GREEN STREET BRISTOL BS3 4UB 203104 PIONEER, KEYNSHAM 15 STATION ROAD BRISTOL BS31 2BH 300078 SHIP INN, OLDBURY ON SEVERN CAMP ROAD GLOUCESTERSHIRE BS35 1PR 300076 PLOUGH INN, THORNBURY 3 ST MARYS STREET BRISTOL BS35 2AD 300080 WHITE HART, OLVESTON THE STREET BRISTOL BS35 4DR 300073 CROSS HANDS, PILNING CROSS HANDS ROAD BRISTOL BS35 4JB 300077 ROSE & CROWN, RANGEWORTHY WOTTON ROAD BRISTOL BS37 5NB 300071 BELL, OLD SODBURY BADMINTON ROAD BRISTOL BS37 6LL 300065 TRAVELLERS REST, PENSFORD PENSFORD HILL BRISTOL BS39 4JF 202932 LAMB INN, NR BATH PAULTON SOMERSET BS39 5QQ 300062 RED LION, BISHOP SUTTON SUTTON HILL ROAD BRISTOL BS39 5UT 300112 WINTERFIELD INN, PAULTON SALISBURY ROAD BRISTOL BS39 7RJ 300069 QUEEN ADELAIDE, BLAGDON HIGH STREET BRISTOL BS40 7RA 300051 LIVE & LET LIVE, BLAGDON BATH ROAD BRISTOL BS40 7RW 300056 PELICAN, CHEW MAGNA 10 SOUTH PARADE BRISTOL BS40 8SL 300042 AIRPORT TAVERN, BRISTOL BRIDGEWATER ROAD BRISTOL BS40 9XA 300044 MOOREND SPOUT, NAILSEA 1 UNION STREET BRISTOL BS48 4BB 300052 MARKET INN, YATTON BRISTOL 1 NORTH END ROAD BRISTOL BS49 4AL 203067 OLD STILLAGE, REDFIELD 147 CHURCH ROAD BRISTOL BS5 9LA 300059 QUINTON HSE, BRISTOL 2 PARK PLACE BRISTOL BS8 1JW 300046 CORONATION TAP, CLIFTON 8 SION PLACE BRISTOL BS8 4AX 300043 BEAR HOTEL, BRISTOL 261/3 HOTWELL ROAD BRISTOL BS8 4SF

390 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201769 DUKES HEAD, CARLISLE ARMATHWAITE CUMBRIA CA 4 9PB 300352 CHAPLINS, CARLISLE 4 CROSBY STREET CARLISLE CA1 1DQ 202637 CUMBERLAND ARMS, CARLISLE BOTCHERGATE CUMBRIA CA1 1QS 202889 JESTER’S (ZODIAC), CARLISLE 161-163 BOTCHERGATE CUMBRIA CA1 1SG 202781 GOLDEN LION, CARLISLE ST NICHOLAS CUMBRIA CA1 2EE 200616 WAVERLEY HOTEL, PENRITH CROWN SQUARE CUMBRIA CA10 1BL 128121 BRIDGEND INN, KIRKBY THORE KIRKBY THORE NR PENRITH CA10 1UZ 201766 BEE HIVE, PENRITH EAMONT BRIDGE PENRITH CA10 2BX 113682 POOLEY BRIDGE, PENRITH LAKES ULSWATER PENRITH CA10 2NN 201983 QUEENS HEAD, PENRITH ASKHAM CUMBRIA CA10 2PF 201772 KINGS ARMS, PENRITH STAINTON PENRITH CA11 0EP 201773 TRAVELLERS REST, PENRITH GLENRIDDING CUMBRIA CA11 0QQ 201767 BOOT & SHOE, PENRITH GREYSTOKE PENRITH CA11 0TP 300454 STATION HOTEL, PENRITH CASTLEGATE PENRITH CA11 7JB 202204 WOOLPACK INN, PENRITH BURROGATE CUMBRIA CA11 7TA 201771 GREY GOAT, PENRITH SANDGATE CUMBRIA CA11 7TH 201768 DRUIDS ARMS, PENRITH 28 SANDGATE CUMBRIA CA11 7TJ 200564 MINERS ARMS, PENRITH 27 SOUTHEND ROAD CUMBRIA CA11 8JH 117776 DOVENBY SHIP, COCKERMOUTH DOVENBY COCKERMOUTH CA13 0PN 300348 BLUE BELL, WORKINGTON 18 KING STREET CUMBRIA CA14 4DJ 201723 HARE & HOUNDS, APPLEBY BOROUGHGATE CUMBRIA CA16 6XF 127335 BLACK BULL, KIRKY STEPHEN 38 MARKET STREET CUMBRIA CA17 4QW 300277 CURROCK, CARLISLE 41/43 BOUNDARY ROAD CARLISLE CA2 4HH 203615 WHITE OX, CARLISLE 60 DURDAR ROAD CUMBRIA CA2 4SQ 202991 MILBOURNE ARMS, CARLISLE MILBOURNE STREET CARLISLE CA2 5XB 203091 PEDESTRIAN ARMS, CARLISLE NEWTOWN ROAD CUMBRIA CA2 7JB 300459 STRAND, CUMBRIA 37 LOWTHER STREET CUMBRIA CA28 7JU 201393 BARRAJACKS, WHITHAVEN JAMES STREET CUMBRIA CA28 7NZ 203337 SPORTSMAN, CARLISLE HEADS LANE CARLISLE CA3 8AQ 202626 CROWN & THISTLE, STANYX 53 CHURCH STREET STANYX CA3 9DS 203228 REDFERN, ETTERBY KING MOORE ROAD CARLISLE CUMBRIA CA3 9PS 203560 WATERLOO INN, CARLISLE ALGIONBY CARLISLE CA4 8AG 203584 WHEATSHEAF, CARLISLE WETHERAL CARLISLE CA4 8HD 202755 GEORGE, CARLISLE WARWICK BRIDGE CUMBRIA CA4 8RL 202813 GREYHOUND INN, CARLISLE BURGH BY SANDS CUMBRIA CA5 6AN 202482 BRIDGE END, CARLISLE DALSTON CUMBRIA CA5 7BH 120859 BALMORAL HOTEL, SILLOTH CRIFFEL STREET WIGTON CA7 4AB 202634 CROWN INN, WIGTON HIGH STREET CUMBRIA CA7 9NJ 300463 COACH HOUSE, CARLISLE HEADS NOOK CARLISLE CA8 9AG 200332 BUN SHOP, CAMBRIDGE KINGS STREET CAMBRIDGE CB 1 1LH 200335 LOCOMOTIVE, CAMBRIDGE 44 MILL ROAD CAMBRIDGE CB 1 2AS 200321 DEVONSHIRE ARMS, CAMBRIDGE 1 DEVONSHIRE ROAD CAMBRIDGE CB 1 2BH 200336 MAN ON THE MOON, CAMBRIDGE 2 NORFOLK STREET CAMBRIDGE CB 1 2LF 200325 GELDART, CAMBRIDGE 1 AINSWORTH STREET CAMBRIDGE CB 1 2PF 200331 JUBILEE, CAMBRIDGE 73 CATHERINE STREET CAMBRIDGE CB 1 3AP 200322 DUKE OF ARGYLE, CAMBRIDGE 90 ARGYLE STREET CAMBRIDGE CB 1 3LS 200345 ROYAL STANDARD, CAMBRIDGE 292 MILL ROAD CAMBRIDGE CB 1 3NL 200346 SIX BELLS, FULBOURN 9 HIGH STREET CAMBRIDGE CB 1 5DH 200338 LAWYER, CAMBRIDGE 6 LENSFIELD ROAD CAMBRIDGE CB 2 1EG 200339 OSBORNE ARMS, CAMBRIDGE 108 HILLS ROAD CAMBRIDGE CB 2 1LQ 200350 WOOLPACK, SAWSTON 70 HIGH STREET CAMBRIDGE CB 2 4HJ 200340 OLD ENGLISH GENTLEMAN, HARSTON 180 HIGH STREET CAMBRIDGE CB 2 5QD 200326 GEORGE, GIRTON 71 HIGH STREET CAMBS CB 3 0QD 200324 FLEUR DE LYS, CAMBRIDGE 73 HUMBERSTONE ROAD CAMBRIDGE CB 4 1JD 200328 HAYMAKERS, CHESTERTON HIGH STREET CAMBRIDGE CB 4 1NX 200330 JOLLY WATERMAN, CAMBRIDGE 32 CHESTERTON ROAD CAMBRIDGE CB 4 3AX 200317 BLACKAMOORS HEAD, CAMBRIDGE 205 VICTORIA ROAD CAMBRIDGE CB 4 3LF 200323 EXHIBITION, OVER 2 KING STREET CAMBRIDGE CB 4 5PS 200329 JOLLY BREWERS, MILTON 5 FEN ROAD CAMBS CB 4 6AD 200318 CHEQUERS, COTTENHAM 297 HIGH STREET CAMBRIDGE CB 4 8QP

391 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200315 BOOT, HISTON 1 HIGH STREET CAMBS CB 4 9LG 200343 RAILWAY VUE, HISTON 166 STATION ROAD CAMBRIDGE CB 4 9NP 200337 MAYPOLE, CAMBRIDGE PARK STREET CAMBRIDGE CB 5 8AS 200316 BURLEIGH ARMS, CAMBRIDGE 9/11 NEWMARKET ROAD CAMBRIDGE CB 5 8EG 200314 ANCIENT SHEPHERDS, FEN DITTON 5 HIGH STREET CAMBRIDGE CB 5 8SF 200333 KINGS HEAD, FEN DITTON 50 HIGH STREET CAMBS CB 5 8ST 200347 SUN, WATERBEACH 7 CHAPEL STREET CAMBRIDGE CB 5 9HR 200348 SLAP UP TANDOORI, WATERBEACH ELY ROAD CAMBS CB 5 9NN 200179 ANCHOR, ELY 25 MAIN STREET LITTLE CAMBS CB 6 2ST DOWNHAM 200319 CHERRY TREE, HADDENHAM 8 DUCK LANE ELY CAMBRIDGE CB 6 3UE 200197 CHEQUERS, FORDHAM ELY 60 CARTER STREET CAMBS CB 7 5JT 200341 PALOMINO, NEWMARKET VALLEY WAY SUFFOLK CB 8 0QQ 200327 HORSESHOES, NEWMARKET MOULTON ROAD SUFFOLK CB 8 8DU 200342 PRINCE OF WALES, NEWMARKET 70 ALL SAINTS ROAD SUFFOLK CB 8 8HH 200344 REINDEER, NEWMARKET SAXON STREET NEWMARKET CB 8 9RS 200349 THREE BLACKBIRDS, NEWMARKET DITTON GREEN WOOD DITTON SUFFOLK CB 8 9SQ 200334 KINGS HEAD, DULLINGHAM 50 STATION ROAD NEWMARKET CB 8 9UJ SUFFOLK 300312 QUEEN EDITH, CAMBRIDGE WULFSTAN WAY CAMBRIDGE CB1 4QN 200878 DUKE OF YORK, SAFFRON WALDEN 96 HIGH STREET ESSEX CB10 1EA 200881 ROSE & CROWN, NR SAFFRON WALDE CROWN HILL ASHDON ESSEX CB10 2HB 200880 RAILWAY, SAFFRON WALDEN STATION ROAD ESSEX CB11 3HQ 200876 COACH & HORSES, NEWPORT CAMBRIDGE ROAD ESSEX CB11 3TR 113699 CRICKETERS ARMS, RICKLING GREE RICKLING GREEN SAFFRON WALDEN CB11 3YG 200879 FIGHTING COCKS, NR SAFFRON WAL LONDON ROAD WENDENS AMBO ESSEX CB11 4JN 113586 VILLAGE INN, WITCHFORD 80 MAIN STREET WITCHFORD CB6 2HQ 300405 QUEENS HEAD, HAVERHILL QUEEN STREET HAVERHILL CB9 9DZ 201450 LLANRUMNEY HALL, LLANRUMNEY BALL ROAD CARDIFF CF 3 4JJ 300074 FARMERS ARMS, BRIDGEND WICK ROAD BRIDGEND CF32 0SE 123348 LLYNFI ARMS, TONDU MAESTEG ROAD BRIDGEND CF32 9DP 201413 CROWN INN, PYLE PYLE ROAD BRIDGEND CF33 6PL 124491 HAWTHORN INN, HAWTHORN CARDIFF ROAD HAWTHORN CF37 5AG 116143 GRIFFIN INN, RHYDYFELIN 37 DYFFRYN ROAD RHYDYFELIN CF37 5NR 201440 GREENFIELD, YSTRAD WILLIAM STREET RHONDA CF41 7QR 201469 RED COW, TREORCHY HIGH STREET MID GLAMORGAN CF42 6NY 200887 MORNING STAR, ABERDARE 24 YNYSLLWYD STREET MID GLAMORGAN CF44 7NW 114282 LLANFABON, NELSON NELSON MID GLAMORGAN CF46 6PG 201428 FOUR BELLS, ST ATHANS ROCK ROAD NR BARRY CF62 4PG 113582 STAR INN, WICK EWENNY ROAD COWBRIDGE CF71 7QA 300085 BEAR INN, LLANTRISANT HEOL Y SARN LLANTRISANT CF72 8DA 300401 NEWADDWEN INN, BARGOED BEDWELLTY ROAD BARGOED CF8 9DY 888415 FOX & HOUNDS INN, HENGOED PANALLTA HENGOED CF82 7FX 201412 CROSS KEYS, CEFN HENGOED GELLIGAER ROAD MID GLAMORGAN CF82 7HN 201119 TRADESMANS ARMS, NEWPORT MACHEN GWENT CF83 8SB 200890 LIFEBOAT INN, SANDYCROFT C 58 PHOENIX STREET CLWYD CH 5 2PE 201454 HARE & HOUNDS, CONNANS QUAY 315 HIGH STREET CLWYD CH 5 4DP 202623 CROSS KEYS INN, CHESTER 2 DUKE STREET CHESTER CH1 1RP 202375 ALBION, CHESTER VOLUNTEER STREET CHESTER CH1 1RQ 202593 COMMERCIAL, CHURCHYARD ST PETERS CHURCHYARD CHESTER CH1 2HG 202954 LIVERPOOL ARMS, CHESTER 79 NORTHGATE STREET CHESTER CH1 2HQ 202490 BRIDGEWATER ARMS, CHESTER CREWE STREET CHESTER CH1 3BP 203171 RAILWAY, CHESTER 119 BROOK STREET CHESTER CH1 3DX 203357 STANLEYS, CHESTER 37 BROOK STREET CHESTER CH1 3DZ 203041 ODDFELLOWS ARMS, CHESTER 64 FRODSHAM STREET CHESTER CH1 3JL 203524 UNION VAULTS, MILTON STREET 44 EGERTON STREET CHESTER CH1 3ND 202509 BULL & STIRRUP, CHESTER 8 UPPER NORTHGATE STREET CHESTER CH1 4EE 202663 DUKE OF WELLINGTON, INCE MARSH LANE CHESTER CH2 4NR 202575 CLUB GLOBE (STEAM MILL), CHEST STEAM MILL STREET CHESTER CH3 5AN 202950 LITTLE OAK, CHESTER BOUGHTON CHESTER CH3 5BH

392 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203006 MOUNT INN, BOUGHTON 11 THE MOUNT CHESTER CH3 5UD 202811 GREYHOUND, CHESTER HIGH STREET CHESTER CH3 6PU 203353 STAMFORD BRIDGE INN, TARVIN STAMFORD BRIDGE TARVIN CH3 7HN 202734 FOXCOTE INN, LITTLE BARROW STATION LANE CHESTER CH3 7JN 202789 GOSHAWK, MOULDSWORTH STATION ROAD CHESTER CH3 8AJ 202780 GOLDEN LION, ASHTON HAYES KELSALL ROAD BY CHESTER CH3 8BH 203227 RED LION(TARVIN), TARVIN CHURCH STREET CHESTER CH3 8EB 202596 COPPER KETTLE (VILLAGE TAVERN) BY PASS ROAD CHESTER CH3 8EF 202409 BEAR & RAGGED STAFF, TATTENH HIGH STREET CHESTER CH3 9PX 202769 GLYNNE ARMS, BRETTON CHESTER ROAD CHESTER CH4 0DH 202995 MILLSTONE, PEN-Y-FFORD HARWARDEN ROAD CHESTER CH4 0JE 203210 RED LION, HANDBRIDGE 37 OVERLEIGH ROAD CHESTER CH4 7HL 202819 GROSVENOR ARMS, CHESTER 32 HANDBRIDGE CHESTER CH4 7JE 203312 SHIP INN, CHESTER HANDBRIDGE CHESTER CH4 7JE 202383 ANCHOR, SALTNEY HIGH STREET CHESTER CH4 8SE 203470 SWAN INN, KINNERTON 41 MAIN ROAD CHESTER CH4 9AJ 203270 ROYAL OAK, CHESTER KINNERTON LANE CHESTER CH4 9BE 202624 CROWN, BIRKENHEAD 28 CONWAY ST WIRRAL CH41 6JD 201590 CLEVELAND HOTEL, BIRKENHEAD CLEVELAND ST MERSEYSIDE CH41 6ND 203121 POOL INN, WALLASEY POULTON BRIDGE ROAD MERSEYSIDE CH44 5SN 203130 PRINCE ALFRED HOTEL, SEACOME CHURCH ROAD WALLASEY CH44 6JB MERSEYSIDE 202697 FERRY, WALLASEY 48 TOBIN STREET MERSEYSIDE CH44 8DF 200598 PEGGY GADFLYS, NEW BRIGHTON 93 VICTORIA ROAD WALLASEY CH45 2JB 200600 RAILWAY, NEW BRIGHTON 117-119 VICTORIA ROAD LIVERPOOL CH45 2JD 202010 REDCAPS, WALLASEY 3-7 VICTORIA ROAD MERSEYSIDE CH45 2PH 202488 BRIDGE INN, SANDYCROFT CHESTER ROAD DEESIDE CH5 2QN 202455 BOARS HEAD, EWLOE HOLYWELL ROAD DEESIDE CH5 3BS 202727 FOX & GRAPES, HAWARDEN 6 THE HIGHWAY DEESIDE CH5 3DH 202619 CROSS KEYS, CONNAHS QUAY CHURCH STREET DEESIDE CH5 4AJ 202993 MILL TAVERN, FLINT 84 NORTHOP ROAD CLWYD CH6 5LQ 203309 SHIP HOTEL, FLINT MARKET SQUARE CLWYD CH6 5NW 203634 YACHT INN, OAKENHOLT 291 CHESTER ROAD FLINT CH6 5SE 300306 RAILWAY INN, WIRRAL 111 BEBINGTON ROAD WIRRAL CH62 5BG 202806 GREENLAND FISHERY HOTEL, NESTO PARKGATE ROAD WIRRAL CHESHIRE CH64 9XF 300370 SUTTON WAY, ELLESMERE PORT SUTTON WAY ELLESMERE PORT CH66 3JT 202480 BRIDGE, MOLD KING STREET CLWYD CH7 1LF 203015 NANT INN, BUCKLEY PODESWOOD ROAD CLWYD CH7 2JN 203605 WHITE LION, BUCKLEY 99 MOLD ROAD CLWYD CH7 2NH 203087 PARROT INN, BUCKLEY DRURY LANE CLWYD CH7 3DX 203098 PICCADILLY INN, CAERWYS NORTH STREET CLWYD CH7 5AW 202621 CROSS KEYS, SYCHDYN SYCHDYN ROAD MOLD CH7 5EH 203194 RAINBOW INN, GWEMYMYNYDD RUTHIN ROAD MOLD CH7 5LG 202463 BOOT INN, NORTHOP HIGH STREET MOLD CH7 6BQ 202443 BLACK LION, MOLD NORTHOP HALL VILLAGE CLWYD CH7 6HT 203252 ROSE & CROWN, MOLD NEW BRIGHTON CLYWD CH7 6QW 202817 GRIFFIN INN, MYNYDD ISA MOLD ROAD MOLD CH7 6TF 203079 PACKET HOUSE, GREENFIELD MOSTYN ROAD HOLYWELL CH8 7EJ 202825 HALFWAY HOUSE, CARMEL ALLT-Y-GOLCH HOLYWELL CH8 8QW 200891 BLACK BULL, CHELMSFORD 244 RAINSFORD ROAD ESSEX CM 1 2PW 200229 HARE, ROXWELL NR CHELMSFORD BISHOPS STORTFORD ROAD ESSEX CM 1 4LU 200904 KINGS ARMS, BROOMFIELD 295 MAIN ROAD CHELMSFORD ESSEX CM 1 7AU 200905 SMITHS 2, CHELMSFORD 50 MOULSHAM STREET ESSEX CM 2 0HY 200309 SHIP, WEST HANNINGFIELD STOCK ROAD ESSEX CM 2 8LB 200910 ST ANNES CASTLE, GREAT LEIGHS MAIN ROAD ESSEX CM 3 1NE 200892 BELL, DANBURY 128 MAIN ROAD MALDON ESSEX CM 3 4DT 200894 BULL, BLACKMORE NR CHELMSFORD CHURCH STREET ESSEX CM 4 0RN 200911 SWAN, RAYNE THE STREET NEAR BRAINTREE CM 7 8RQ ESSEX 200351 ANGEL, BOCKING BRAINTREE 36 BRADFORD STREET ESSEX CM 7 9AT

393 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200908 ROSE & CROWN, MALDON 109 HIGH STREET ESSEX CM 9 5EP 200196 CHEQUERS, NR MALDON THE SQUARE GOLDHANGER ESSEX CM 9 8AS 200201 COMPASSES, GREAT TOTHAM NR MAL 12 COLCHESTER ROAD ESSEX CM 9 8BZ 200251 PRINCE OF WALES, GREAT TOTHAM PRINCE OF WALES ROAD ESSEX CM 9 8PX 200901 HOPE INN, TOLLESBURY 16 HIGH STREET ESSEX CM 9 8SR 300403 KINGS HEAD, SOUTHMINSTER HIGH STREET SOUTHMINSTER CM0 7QL 200909 RISING SUN, BILLERICAY 2 SUN ST ESSEX CM12 9LN 200912 SPREAD EAGLE, BRENTWOOD 88 QUEENS ROAD ESSEX CM14 4HD 200898 DUKE OF WELLINGTON, EPPING 36 HIGH STREET ESSEX CM16 4AE 300238 GOLDEN SWIFT, HARLOW TODD BROOK HARLOW CM19 4AY 200900 GREEN MAN, ROYDON HAMLET TYLER CROSS NR HARLOW ESSEX CM19 5LJ 200902 HAND & CROWN, SAWBRIDGEWORTH HIGH WYCH ROAD HERTS CM21 0AY 200896 COCK, BISHOP STORTFORD 2 STANSTEAD ROAD HERTFORDSHIRE CM23 2DX 200903 KINGS ARMS HOTEL, STANSTED STATION ROAD ESSEX CM24 8BE 200893 FEATHERS, STANSTED 21 CAMBRIDGE ROAD ESSEX CM24 8BX 200353 QUEENS HEAD, STANSTED MOUNTFIT 3 LOWER STREET ESSEX CM24 8LN 128578 HEYBRIDGE, HEYBRIDGE 34 THE STREET MALDON CM9 4NB 200367 LITTLE CROWN, COLCHESTER SHORT WYRE STREET ESSEX CO 1 1LN 200305 BLUE BOAR, COLCHESTER KENDALL ROAD ESSEX CO 1 2BN 200915 NEW INN, COLCHESTER 36 CHAPEL STREET SOUTH ESSEX CO 2 7AX 200918 ROBIN HOOD, COLCHESTER 45 OSBOURNE STREET ESSEX CO 2 7DB 200363 DRURY ARMS, COLCHESTER 1 LAYER ROAD ESSEX CO 2 7HN 200914 ANGEL, KELVEDON ST MARYS SQUARE COLCHESTER ESSEX CO 5 9AN 200919 RED LION, MARKS TEY 130 COGGESHALL ROAD NR COLCHESTER CO 6 1LT 200252 QUEENS HEAD, WEST BERGHOLT QUEENS ROAD COLCHESTER CO 6 3HE 200286 TREBLE TILE, WEST BERGHOLT COLCHESTER ROAD NR COLCHESTER CO 6 3JQ ESSEX 200277 YE OLD SWAN, BRIGHTLINGSEA 15 HIGH STREET ESSEX CO 7 0AB 200374 SUN, BRIGHTLINGSEA 128 NEW STREET ESSEX CO 7 0DJ 200359 BLACK HORSE, STRATFORD ST MARY LOWER STREET ESSEX CO 7 6JS 200920 SWAN, NR COLCHESTER STRATFORD ST MARY ESSEX CO 7 6JS 200355 ANCHOR, STRATFORD ST MARY UPPER STREET COLCHESTER CO 7 6LW 200366 KINGS HEAD, EAST BERGHOLT BURNT OAK COLCHESTER ESSEX CO 7 6TL 200916 POINTER INN, ALRESFORD WIVENHOE ROAD NR COLCHESTER CO 7 8AQ ESSEX 200225 GREYHOUND, WIVENHOE 62 HIGH STREET COLCHESTER CO 7 9AZ 200356 BLACK BUOY, WIVENHOE BLACK BUOY HILL COLCHESTER ESSEX CO 7 9BS 200303 WOODMAN, HALSTEAD COLCHESTER ROAD ESSEX CO 9 2DY 200375 SARACENS HEAD, NEWTON GREEN SU SUDBURY ROAD SUFFOLK CO10 0QJ 200364 FLEECE, BOXFORD BROAD STREET SUDBURY, SUFFOLK CO10 5DX 200261 RED LION, MANNINGTREE SOUTH STREET ESSEX CO11 1BG 200372 SKINNERS ARMS, MANNINGTREE STATION ROAD ESSEX CO11 1DX 200291 WAGGON & HORSES, MISTLEY NEW ROAD MANNINGTREE ESSEX CO11 2AP 200276 STRANGERS HOME, MANNINGTREE BRADFIELD ESSEX CO11 2US 200365 KINGS ARMS, DOVERCOURT 178 HIGH STREET HARWICH ESSEX CO12 3AT 200307 BRITISH FLAG, HARWICH WEST STREET ESSEX CO12 3DD 200369 ROYAL, DOVERCOURT 387 MAIN ROAD HARWICH ESSEX CO12 4ER 200362 DEVON, DOVERCOURT 1 RAMSEY ROAD HARWICH ESSEX CO12 4RJ 200371 SHIP INN, KIRBY LE SOKEN FRIN WALTON ROAD ESSEX CO13 0DT 200272 SHIP INN, GREAT HOLLAND MANOR ROAD CLACTON ESSEX CO13 0JT 200361 CARLTON HOTEL, CLACTON ON SEA ROSEMARY ROAD ESSEX CO15 1TE 200310 NEVER SAY DIE, NR CLACTON ON S 24 BROADWAY JAYWICK ESSEX CO15 2EH 200199 COACH & HORSES, CLACTON-ON-SEA OLD STREET ESSEX CO15 3LT 200370 SHIP INN, GREAT CLACTON 2 VALLEY ROAD ESSEX CO15 4AR 200368 QUEENS HEAD, GREAT CLACTON 16 ST JOHNS ROAD ESSEX CO15 4BS 200917 PLOUGH, CLACTON ON SEA 1 NORTH ROAD ESSEX CO15 4DA 200240 TENDRING TAVERN, TENDRING HEAT THE GREEN ESSEX CO16 0BX 200358 BELL, THORPE LE SOKEN CLACTON HIGH STREET ESSEX CO16 0DY 200373 STATION HOTEL, WIVENHOE 27 STATION STREET COLCHESTER ESSEX CO7 9BS 876390 BAR LATINO, CROYDON 48 PARK STREET CROYDON CR 0 1YF

394 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200921 GOLDEN LION, CATERHAM ON-THE-H 2 TOWN END SURREY CR 3 5UG 201813 WATERLOO TAVERN, CANTERBURY 47 STURRY ROAD KENT CT 1 1BU 201797 KING WILLIAM IV, CANTERBURY 64A UNION STREET KENT CT 1 1LW 201811 TWO SAWYERS, CANTERBURY 58 IVY LANE KENT CT 1 1TU 201810 THOMAS BECKET, CANTERBURY 21 BEST LANE KENT CT 1 2JB 201777 BLACK HORSE, CANTERBURY 11/12 ORCHARD STREET KENT CT 2 8AP 201786 DOG & BEAR, ROUGH COMMON 88 ROUGH COMMON ROAD CANTERBURY KENT CT 2 9DE 201805 RED LION, CANTERBURY WINGHAM KENT CT 3 1BB 201807 ROSE INN, WICKHAMBREAUX THE GREEN CANTERBURY KENT CT 3 1RQ 201783 CHEQUERS, ASH CHEQUERS LANE CANTERBURY KENT CT 3 2ET 201806 ROSE & CROWN, CANTERBURY STELLING MINNIS KENT CT 4 6AS 201791 GEORGE, MOLASH THE STREET CANTERBURY KENT CT 4 8HE 201804 QUEENS HEAD, HERNE BAY 44 WILLIAM STREET KENT CT 6 5PB 201796 HUNTSMAN & HORN, BROOMFIELD MARGATE ROAD HERNE BAY KENT CT 6 7AF 201775 BELL, ST NICHOLAS AT WADE THE STREET BIRCHINGTON KENT CT 7 0NT 201799 MULBERRY TREE, MARGATE 53 DANE ROAD KENT CT 9 2AF 300470 IMPERIAL, CANTERBURY 48 MARTYRS FIELD ROAD CANTERBURY CT1 3PX 300302 WINDMILL, RAMSGATE 45 NEWINGTON ROAD RAMSGATE CT12 6EW 201782 BULL, EASTRY HIGH STREET SANDWICH KENT CT13 0HF 201798 KINGS ARMS, SANDWICH 65 STRAND STREET KENT CT13 9HN 201788 EAGLE, DEAL 52 QUEEN STREET KENT CT14 6HD 201809 STAG, WALMER 7 THE STRAND DEAL KENT CT14 7DX 201780 BOWLING GREEN TAVERN, DEAL 164 CHURCH PATH KENT CT14 9UD 122943 CROWN, EYETHORNE THE STREET DOVER CT15 4BG 201776 BELL INN, LYDDEN DOVER 81 CANTERBURY ROAD KENT CT15 7EX 201774 BELL, SHEPHERDSWELL CHURCH HILL DOVER KENT CT15 7LG 117017 PARK INN, DOVER 1/2 PARK PLACE KENT CT16 1DQ 300284 CASTLE INN, DOVER RUSSELL STREET DOVER CT16 1PZ 201785 DIAMOND, DOVER HEATHFIELD AVENUE KENT CT16 2PD 300285 CHERRY TREE, DOVER 92 LONDON ROAD DOVER CT17 0SH 201781 BULL, BUCKLAND 168 LONDON ROAD DOVER KENT CT17 0TG 201802 PRINCE OF ORANGE, DOVER 8 NEW STREET KENT CT17 9AJ 201778 BLACK HORSE, DENSOLE 366 CANTERBURY ROAD FOLKESTONE KENT CT18 7BG 201784 CHERRY PICKERS, CHERITON ASHLEY AVENUE FOLKESTONE KENT CT19 4NY 200376 BRITISH LION, FOLKESTONE 10 THE BAYLE KENT CT20 1SQ 201794 GUILDHALL, FOLKESTONE 42 THE BAYLE KENT CT20 1SQ 201803 PROVIDENCE, SANDGATE 49 HIGH STREET FOLKESTONE KENT CT20 3AH 300298 VICTORIA HOTEL, FOLKESTONE 106-108 RISBOROUGH LANE FOLKESTONE CT20 3LL 201793 JESTER, FOLKESTONE 89 EMBROOK VALLEY KENT CT20 3NE 201779 BOTOLPHS BRIDGE INN, WEST HYTH BOTOLPHS BRIDGE ROAD KENT CT21 4NN 201787 DUKES HEAD, HYTHE 9 DYMCHURCH ROAD KENT CT21 6JB 201436 GOSFORD PARK HOTEL, COVENTRY ST GEORGES ROAD WARWICKS CV 1 2BS 896712 GOLDEN EAGLE, COVENTRY 178 FOLESHILL ROAD COVENTRY CV 1 4JH 201443 HUMBER HOTEL, COVENTRY HUMBER ROAD WARWICKS CV 3 1BA 200932 OLD CROWN, COVENTRY 89 WINDMILL ROAD WEST MIDLANDS CV 6 7AT 201439 WINDMILL, COVENTRY HALL GREEN ROAD WARWICKS CV 6 7BS 201470 ROSE & CROWN, COVENTRY HALL GREEN ROAD WARWICKS CV 6 7BW 200931 NEW SWAN, ATHERSTONE CHURCH STREET WARWICKSHIRE CV 9 1HA 300249 ADMIRAL CODRINGTON, COVENTRY ST COLUMBA’S CLOSE COVENTRY CV1 4BX 200933 OLD GOOSE, BEDWORTH NUNE COLLYCROFT WARKS CV12 8AG 200922 BRITISH QUEEN, BEDWORTH 84 KING STREET WARKS CV12 8JF 200938 THREE TUNS, BARLESTONE NUN WEST END WARWICKSHIRE CV13 0EJ 203632 WYKEN PIPPIN, WYKIN ANSTEY ROAD MIDLANDS CV2 3EY 201459 NEWBOLD CROWN, RUGBY NEWBOLD ON AVON WARWICKS CV21 1HW 202459 BOAT INN, NEWBOLD ON AVON MAIN STREET NR RUGBY CV21 1HW 201421 ENGINE, RUGBY BRIDGET STREET WARWICKS CV21 2BG 201471 ROYAL OAK, NEW BILTON LAWFORD ROAD RUGBY CV21 2JG 201430 FUSILIER, SYDENHAM FARM ESTATE SYDENHAM DRIVE LEAMINGTON SPA CV31 1NJ 203620 WHITNASH TAVERN, WHITNASH ST MARGARETS ROAD LEAMINGTON SPA CV31 2NX 300339 HOLLYBUSH, LEAMINGTON SPA HOLLY STREET LEAMINGTON SPA CV32 4TN

395 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203480 TAVISTOCK INN, LEAMINGTON SPA TAVISTOCK STREET WARKS CV32 5PJ 200936 STAGS HEAD, LEAMINGTON SPA OFFCHURCH WARKS CV33 9AQ 200927 DOG INN, LEAMINGTON SPA HARBURY WARKS CV33 9HW 203642 ZETLAND HOTEL, WARWICK CHURCH STREET WARWICK CV34 4AB 200930 GREAT WESTERN ARMS, WARWICK COVENTRY ROAD WARKS CV34 4LJ 200925 BUNCH OF GRAPES, WARWICK 34 VINE LANE WARKS CV34 5BE 203068 OLD TRAMWAY, STRATFORD UPON AV SHIPSTON ROAD WARWICKSHIRE CV37 7LW 202420 BELL INN, LEAMINGTON SPA LADBROKE WARWICK CV47 2BY 202728 FOX & HEN, LEAMINGTON SPA BASCOTE HEATH SOUTHAM CV47 2DN 200924 BUTCHERS ARMS, BISHOPS ITCHING 11 FISHER ROAD LEAMINGTON SPA CV47 2RE WARWICKS 202481 BRIDGE AT NAPTON, NR SOUTHAM DAVENTRY ROAD WARKS CV47 8NQ 202804 GREEN MAN, LONG ITCHINGTON CHURCH ROAD NR RUGBY CV47 9PW 202970 MANOR HOUSE, NR COVENTRY FILLONGLEY WARKS CV7 8ET 202918 KINGS HEAD, NR ATHERSTONE GRENDON WARWICKSHIRE CV9 2PA 200943 WHITE HART, HOUGH NR. NEWCASTLE ROAD CHESHIRE CW 2 5JS 200939 OFFLEY ARMS, MADELEY NR POOLSIDE CHESHIRE CW 3 9DX 202483 BRIDGE INN, COPPENHALL 167 BROAD STREET CREWE CW1 3HU 203606 WHITE LION, COPPENHALL 35 WARMINGTON ROAD COPPENHALL CW1 4PS 202577 COACH & HORSES, BRADFIELD GR MIDDLEWICH ROAD CREWE CW1 4QZ 202143 TURNPIKE, MIDDLEWICH WARMINGHAM LANE CHESHIRE CW10 0DJ 202913 KINGS ARMS, MIDDLEWICH QUEENS STREET MIDDLEWICH CW10 9AR 202785 GOLDEN LION, MIDDLEWICH CHESTER ROAD MIDDLEWICH CW10 9ET 200594 LOWER CHEQUER, SANDBACH HAWK STREET CHESHIRE CW11 1FW 202992 MILITARY ARMS, SANDBACH CONGLETON ROAD SANDBACH CW11 1HJ 202451 BLUE BELL, NR SANDBACH SMALLWOOD CHESHIRE CW11 2XA 202862 HOLLY BUSH, WINTERLEY 499 CREWE ROAD SANDBACH CW11 4RF 203577 WHARF INN, CONGLETON CANAL ROAD CHESHIRE CW12 3AP 202538 CASTLE INN, DANE IN SHAW CASTLE INN ROAD CONGLETON CW12 3LP 202501 BROUGHTON ARMS, CREWE NEWCASTLE ROAD CREWE CW2 5PY 202882 IMPERIAL HOTEL, CREWE EDDLESTON ROAD CREWE CW2 7HR 202867 HOP POLE, CREWE 142 WISTASTON ROAD CREWE CW2 7RQ 202452 BLUE BELL, RYNE HILL NEW ROAD RYNE HILL CW3 9BY 203463 SWAN, WOORE NANTWICH ROAD NR CREWE CW3 9SA 202729 FOX & HOUNDS, SPROSTON HOLMES CHAPEL ROAD NR MIDDLEWICH CW4 7LW 203493 THREE PIGEONS, NANTWICH 20 WELSH ROW NANTWICH CW5 5ED 203303 SHAKESPEARE, NANTWICH 35 BEAM STREET NANTWICH CW5 5NA 203217 RED LION, NANTWICH BARONY ROAD NANTWICH CW5 5QS 203621 WICKSTEAD ARMS, NANTWICH 7 MILL STREET CHESHIRE CW5 5ST 114208 LEOPARD, NANTWICH 33 LONDON ROAD NANTWICH CW5 6LJ 202926 LAMB, WILLASTON WISTASTON ROAD NANTWICH CW5 6PX 203014 NAGS HEAD, WILLASTON 87 WISTASTON ROAD NANTWICH CW5 6QP 202458 BOARS HEAD, CREWE WALGHERTON CREWE CW5 7LA 202722 FORESTERS ARMS, TARPORLEY 92 HIGH STREET TARPORLEY CW6 0AX 202851 HEADLESS WOMAN, DUDDON CHESTER ROAD TARPORLEY CW6 0EW 202462 BOOT INN, KELSALL WILLINGTON NR TARPORLEY CW6 0NH 203486 TH’OUSE AT TOP, KELSALL CHESTER ROAD TARPORLEY CW6 0SJ 202725 FOX & BARREL, NR TARPORLEY COTEBROOK CHESHIRE CW6 9DZ 202526 CABBAGE HALL, NR. TARPORLEY LITTLE BUDWORTH CHESHIRE CW6 9ES 203223 RED LION, WINSFORD WHARTON ROAD WINSFORD CW7 3AA 202394 ARK INN, WINSFORD MARKET PLACE WINSFORD CW7 3DA 203233 RIFLEMAN HOTEL, WINSFORD WEAVER STREET WINSFORD CW7 4AE 203483 THATCHED TAVERN, NORTHWICH 121-123 CHESTER ROAD CHESHIRE CW8 1HH 203211 RED LION, HARTFORD 277 CHESTER ROAD NR NORTHWICH CW8 1QL 202710 FISHPOOL, NORTHWICH DELAMERE NORTHWICH CW8 2HP 202837 HARE & HOUNDS, NR NORTHWICH CROWTON CHESHIRE CW8 2RN 202850 HAZEL PEAR, ACTON BRIDGE 1 HILL TOP ROAD NORTHWICH CW8 3RA 202983 MAYPOLE, ACTON BRIDGE HILL TOP ROAD NR NORTHWICH CW8 3RA 202412 BEECH TREE, BARNTON RUNCORN ROAD CHESHIRE CW8 4HS 202869 HORNS INN, ACTON BRIDGE WARRINGTON ROAD NR NORTHWICH CW8 4QT

396 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203053 OLD CROWN, NORTHWICH CROWN STREET NORTHWICH CW9 5AX 202417 BEEHIVE, NORTHWICH 44 HIGH STREET CHESHIRE CW9 5BE 203247 ROEBUCK, NORTHWICH WITTON STREET CHESHIRE CW9 5EA 202801 GREEN DRAGON, NORTHWICH WITTON STREET NORTHWICH CW9 5LP 202947 LION & RAILWAY, NORTHWICH STATION ROAD NORTHWICH CW9 5LT 203355 STANLEY ARMS, ANDERTON OLD ROAD NR NORTHWICH CW9 6AG 203331 SPINNER & BERGAMOT, COMBERBA WARRINGTON ROAD NR NORTHWICH CW9 6AY 202436 BLACK GREYHOUND HOTEL, WINCHAM HALL LANE NR NORTHWICH CW9 6DG 202391 ANTROBUS ARMS, ANTROBUS WARRINGTON ROAD NORTHWICH CW9 6JD 202694 FARMERS ARMS, RUDHEATH MIDDLEWICH ROAD NR NORTHWICH CW9 7DR 203323 SLOW & EASY, NORTHWICH LOSTOCK GRALAM CHESHIRE CW9 7PJ 203042 ODDFELLOWS ARMS, DAVENHAM 1 HARTFORD ROAD NORTHWICH CW9 8JA 122945 DOVER CASTLE, NORTHFLEET 117 DOVER ROAD GRAVESEND DA11 9QX 300320 FORESTERS, DARTFORD 177 HIGH ROAD DARTFORD DA2 7BU 905941 OLD BREWHOUSE, ARBROATH 3 HIGH STREET ARBROATH DD11 1BH 112537 BROWN HORSE, BRECHIN 62 MARKET STREET BRECHIN DD9 6BD 200954 WHITE SWAN, ASHBOURNE DER MARKET PLACE DERBYSHIRE DE 6 1EW 200955 WELLINGTON HOTEL, ASHBOURNE 48 ST JOHN STREET DERBYSHIRE DE 6 1GH 200944 CAVENDISH ARMS, DERBY DOVERIDGE DERBYS. DE 6 5JR 201643 DURHAM OX, ILKESTON DURHAM ST ILKESTON DE 7 8FQ 202716 FLORENCE NIGHTINGALE, DERBY 110 LONDON ROAD DERBY DE1 1QZ 300362 NOAHS ARK, DERBY 23 THE MORLEDGE DERBY DE1 2AW 202354 MASONS ARMS, DERBY 2 EDWARD STREET DERBY DE1 3BR 300326 BLUE BELL, BURTON 17 MAIN STREET SWADLINCOTE DE11 8AD 202337 MINERS ARMS, CHURCH GRESLEY GEORGE STREET SWADLINCOTE DE11 9NT 300093 OLD BOAT, BURTON ON TRENT KINGS BROMLEY ROAD BURTON ON TRENT DE13 7DB 200945 COMPASSES INN, BURTON-ON-TRENT WELLINGTON STREET STAFFS DE14 2DS 200953 PRINCE ARTHUR, BURTON-ON-TRENT SHOBNALL STREET STAFFS DE14 2HL 200952 NAVIGATION, BURTON-ON-TRENT HORNINGLOW ROAD STAFFS DE14 2PT 201716 HANBURY ARMS, BURTON-ON-TRENT 7 SYDNEY STREET BURTON-ON-TRENT DE14 2QX 300266 GARDENS HOTEL, BURTON ON TRENT FERRY STREET BURTON ON TRENT DE15 9EZ 300274 ROYAL CROWN, DERBY CAVEN DRIVE DERBY DE21 6TT 202309 ASTERDALE, SPONDON BORROWASH ROAD DERBY DE21 7PH 200946 DUNKIRK TAVERN, DERBY KING ALFRED STREET DERBYSHIRE DE22 3QJ 202333 SCULLYS BAR, DERBY 4 LOUDON STREET DERBY DE23 8ER 202600 CORNISHMAN, ALVASTON HOLBROOK ROAD DERBYSHIRE DE24 0LX 202342 OSMASTON PARK, DERBY OSMATON PARK ROAD DERBY DE24 8BT 202358 VAULTS, WIRKSWORTH COLDWELL STREET DERBYS DE4 4AB 202005 RED LION, BAKEWELL THE SQUARE BAKEWELL DE45 1BT 202650 DEVONSHIRE ARMS, BASLOW NETHER END BASLOW DE45 1SR 203447 STEAMPACKET, SWANICK DERBY ROAD DERBYSHIRE DE55 1AB 203492 THREE HORSE SHOES, LEABROOKS 68 MAIN ROAD DERBYSHIRE DE55 1LT 202805 GREENHILL HOTEL, RIDDINGS GREENHILL LANE DERBYSHIRE DE55 4AS 202052 SEVEN STARS, RIDDINGS 26 CHURCH STREET ALFRETON DE55 4BX 202038 ROYAL OAK, TIBSHELF 20 HIGH STREET ALFRETON DE55 5NY 202324 GEORGE & DRAGON, NEWTON CRAGG LANE NR ALFRETON DE55 5TN 202322 FOUR HORSE SHOES, ALFRETON 21 KING STREET DERBYS DE55 7AF 126113 WHEEL INN, HOLBROOK CHAPEL STREET BELPER DE56 0TQ 202320 DUKE OF DEVONSHIRE, BELPER 71 BRIDGE STREET DERBYSHIRE DE56 1BA 202355 SWAN, DRAYCOTT IN THE CLAY LICHFIELD ROAD STAFFS DE6 5GZ 200949 KESTREL, HATTON FOSTON UTTOXETER ROAD DERBYSHIRE DE65 5PT 203354 STANHOPE ARMS, ILKESTON STANTON BY DALE DERBYSHIRE DE7 4QA 202705 FINN M’COULS (ILKESTON), ILKES STANTON ROAD DERBYSHIRE DE7 5FW 203019 NEEDLEMAKERS ARMS, ILKESTON 12 KENSINGTON STREET DERBYS DE7 5NY 300331 NAGS HEAD, SMALLEY 18 MAIN ROAD DERBYSHIRE DE7 6EE 203027 NEW INN, ILKESTON 77 BATH STREET DERBYSHIRE DE7 8AJ 202464 BOROUGH ARMS, ILKESTON 2 BATH STREET DERBYSHIRE DE7 8FH 203286 RUTLAND COTTAGE INN, ILKESTON HEANOR ROAD DERBYS DE7 8TE 202965 MALLARD, COTMANBHAY HEANOR ROAD ILKESTON DE7 8TJ DERBYSHIRE

397 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203016 NAVIGATION INN, SHARDLOW 143 LONDON ROAD NR DERBY DE72 2HJ 200950 NAVIGATION INN, BREASTON RISLEY LANE DERBYSHIRE DE72 3BP 200956 WILMOT ARMS, BORROWASH DE DERBY ROAD DERBYSHIRE DE72 3HB 200951 NOAH’S ARK, BORROWASH DER NOTTINGHAM ROAD DERBY DE72 3JU 200957 WHITE LION, MARLPOOL HEA BREACH ROAD DERBYS. DE75 7NJ 200622 BLUE BELL, LOCKERBIE HIGH STREET LOCKERBIE DG11 2ES 202250 PHEASANT HOTEL, DALBEATTIE 1 MAXWELL STREET DALBEATTIE DG5 4AH 200065 QUEENS HEAD HOTEL, GILESGATE 2 SHERBURN ROAD DURHAM DH 1 2JR 201507 AVENUE, DURHAM HIGH SHINCLIFFE DURHAM DH 1 2PT 202131 TRAVELLERS REST, BELMONT BROOMSIDE LANE DURHAM DH 1 2QT 201647 ELM TREE, DURHAM CITY 12 CROSSGATE DURHAM CITY DH 1 4PS 200072 VICTORIA BRIDGE INN, FRAMWELLG 20 FRONT STREET CO DURHAM DH 1 5EJ 201520 BIRD INN, PELTON HIGH HANDEN HOLD CHESTER-LE-STREET DH 2 1QA 202166 INN ON THE GREEN, CO.DURHAM WALDRIDGE CO. DURHAM DH 2 3RY 201465 QUEENS HEAD, BIRTLEY MONUMENT TERRACE CHESTER LE STREET DH 3 2PH 200073 WARRIORS ARMS, CHESTER-LE-STRE GREAT LUMLEY CO DURHAM DH 3 4JB 201694 GOLDEN LION, HOUGHTON-LE-SPRIN THE BROADWAY CO. DURHAM DH 4 4BB 201931 ODDFELLOWS ARMS, SHINEY ROW WESTBOURNE TERRACE TYNE & WEAR DH 4 4QT 202174 WELLINGTON, FENCE HOUSES FRONT STREET TYNE & WEAR DH 4 6LP 201703 GREYHOUND, WEST RAINTON SOUTH STREET CO. DURHAM DH 4 6PA 201893 MASONS ARMS, NR HOUGHTON RAINTON GATE CO DURHAM DH 4 6SQ 201903 MONUMENT, PENSHAW VILLAGE ROAD TYNE & WEAR DH 4 7ER 202144 VALE, EASINGTON LANE ELEMORE VALE TYNE & WEAR DH 5 0QU 202057 SHEPHERDS, HETTON LE HOLE MARKET PLACE CO. DURHAM DH 5 9DX 201661 FOX & HOUNDS, HETTON-LE-HOLE NORTH ROAD TYNE & WEAR DH 5 9JP 202122 THREE TUNS, HETTON-LE-HOLE HOUGHTON ROAD CO. DURHAM DH 5 9PN 202134 TRAVELLERS REST, CO. DURHAM EAST RAINTON CO. DURHAM DH 5 9QT 201536 BLACKSMITHS ARMS, CO. DURHAM LOW PITTINGTON CO. DURHAM DH 6 1BJ 202000 RED LION, COXHOE BLACKGATE CO. DURHAM DH 6 4DB 201713 HALF MOON, CO. DURHAM QUARRINGTON HILL CO. DURHAM DH 6 4QG 201982 QUEEN’S HEAD, LANCHESTER FRONT STREET CO. DURHAM DH 7 0LA 202120 THREE HORSE SHOES, LANCHESTER MAIDEN LAW CO. DURHAM DH 7 0QT 201683 GLENDENNING ARMS, CO. DURHAM WITTON GILBERT CO. DURHAM DH 7 6SU 200053 BRAWNS DEN, BRANDON WINCHESTER DRIVE DURHAM DH 7 8UG 201613 CROSS KEYS, ESH VILLAGE FRONT STREET CO. DURHAM DH 7 9QR 200567 LANGLEY PARK, COUNTY DURHAM FRONT STREET COUNTY DURHAM DH 7 9YT 201583 CHELMSFORD, EBCHESTER FRONT STREET CONSETT DH 8 0PJ 201608 CRICKETERS, BLACKHILL DURHAM ROAD CONSETT DH 8 5TH 201473 ROYAL OAK, CONSETT MEDOMSLEY CO DURHAM DH 8 6QN 201748 JOLLY DROVERS, LEADGATE REDWELL HILLS CONSETT DH 8 6RR 202133 TRAVELLERS REST, CONSETT FORSTER STREET CO. DURHAM DH 8 7JU 201578 CASTLESIDE INN, CONSETT STANIFORD-DAM CO. DURHAM DH 8 8EP 202074 SMELTERS ARMS, CONSETT CASTLESIDE CO. DURHAM DH 8 9AR 201887 MASONS ARMS, SOUTH STANLEY ORWELL GARDENS CO. DURHAM DH 9 7PA 201951 PEACOCK, STANLEY TANFIELD CO. DURHAM DH 9 9PX 202119 THREE HORSE SHOES, GILESGATE SUNDERLAND ROAD CO. DURHAM DH1 2JT 201517 BEEHIVE, FENCEHOUSES COALEY LANE HOUGHTON LE DH4 3PW SPRING 300396 SPRING INN, HOUGHTON LE SPRING 9 MARKET PLACE HOUGHTON LE DH5 8AH SPRING 129622 FLASS INN, URSHAW MOOR DURHAM ROAD DURHAM DH7 7LF 202471 BRAES HOTEL, CONSETT 1 SHERBURN TERRACE CO DURHAM DH8 6ND 300465 HORSE & GROOM, CONSETT CONSETT ROAD CO DURHAM DH8 9QQ 300385 PLAINSMAN, STANLEY 21 FRONT STREET STANLEY DH9 7SY 201600 COPPER BEECH, DARLINGTON MEASHAM ROAD DARLINGTON DL 1 4DH 200040 OAK TREE INN, DARLINGTON MIDDLETON ST GEORGE CO DURHAM DL 2 1HN 200039 OTTER & FISH INN, HURWORTH DA CHURCH ROW CO DURHAM DL 2 2AH 201612 CROSS KEYS, GAINFORD HIGH ROW DARLINGTON DL 2 3DN 200036 LORD NELSON, DARLINGTON GAINFORD CO DURHAM DL 2 3DX 200050 WHEATSHEAF INN, STAINDROP DARL 42 SOUTH GREEN CO DURHAM DL 2 3LD

398 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200027 BRITANNIA INN, DARLINGTON ARCHER STREET CO DURHAM DL 3 6LR 200024 TIMOTHY HACKWORTH, SHILDON 107 MAIN STREET CO DURHAM DL 4 1AW 201986 QUEENS HEAD, SHILDON AUCKLAND TERRACE CO.DURHAM DL 4 1AZ 202003 RED LION, SHILDON CHURCH STREET CO. DURHAM DL 4 1DX 201702 GREY HORSE, SHILDON 2 BYERLEY ROAD CO. DURHAM DL 4 1JQ 201926 NORTH BRITON, AYCLIFFE VILLAGE HIGH STREET COUNTY DURHAM DL 5 6JX 200043 ROYAL TELEGRAPH, AYCLIFFE NORTH TERRACE CO DURHAM DL 5 6LG 201750 JOLLY MINISTER, NORTHALLERTON VALLEY ROAD CO. DURHAM DL 6 1EZ 200006 BLACK HORSE INN, SWAINBY N HIGH STREET NORTH YORKSHIRE DL 6 3ED 200047 STATION INN, ROMANBY NOR BOROBRIDGE ROAD NORTH YORKSHIRE DL 7 8AN 200011 GOLDEN LION HOTEL, ROMANBY AINDERBY ROAD NORTHALLERTON DL 7 8HA 201544 BOLTON ARMS, NORTH YORKSHIRE LEYBURN NORTH YORKSHIRE DL 8 5BW 201577 CASTLE TAVERN, RICHMOND MARKET PLACE NORTH YORKSHIRE DL10 4HU 200025 BLACK LION HOTEL, RICHMOND 12 FINCKLE ST NORTH YORKSHIRE DL10 4QB 200033 HALF MOON INN, RICHMOND BARTON NORTH YORKSHIRE DL10 6JH 202071 SHOULDER OF MUTTON, RICHMOND MIDDLETON TYAS NORTH YORKSHIRE DL10 6PP 201624 CROWN INN, RICHMOND BROMPTON ON SWALE NORTH YORKSHIRE DL10 7HE 201650 FARMERS ARMS, RICHMOND CATTERICK BRIDGE YORKSHIRE DL10 7HZ 202023 ROSE & CROWN, BARNARD CASTLE MICKLETON CO. DURHAM DL12 0JZ 201516 BEACONSFIELD, BARNARD CASTLE GALGATE CO. DURHAM DL12 8ES 202720 RABY ARMS, BARNARD CASTLE 17 MARKET STREET BARNARD CASTLE DL12 8NF 201540 BLUE BELL, BARNARD CASTLE 2 BRIDGEGATE CO. DURHAM DL12 8QF 201669 FROSTERLEY INN, FROSTERELY 99 FRONT STREET BISHOP AUCKLAND DL13 2RF 201527 BLACK BULL, WOLSINGHAM 27 MARKET PLACE CO. DURHAM DL13 3AB 202618 CROSS KEYS, BISHOP AUCKLAND HAMSTERLEY COUNTY DURHAM DL13 3PX 202153 VICTORIA, WITTON-LE-WEAR SCHOOL STREET BISHOP AUCKLAND DL14 0AS 200037 MASONS ARMS, ETHERLEY DENE 17 FRONT STREET BISHOP AUCKLAND DL14 0JP 202173 WELCOME TAVERN, BISHOP AUCKLAN LOWER WALDRON STREET CO. DURHAM DL14 7DS 201859 KINGS HEAD, BISHOP AUCKLAND NEWGATE STREET CO. DURHAM DL14 7EJ 202127 TOP HOUSE, COUNDON STATION 34 PARK VIEW TERRACE DURHAM DL14 8QB 200048 SPORTSMAN INN, BISHOP AUCKLAND CANNEY HILL CO DURHAM DL14 8QN 201987 QUEENS HEAD, WEST AUCKLAND 35 FRONT STREET BISHOP AUKLAND DL14 9HW 202603 COTTLES, WILLINGTON 30 COMMERCIAL STREET CROOK DL15 0AD 201567 BURN INN, WILLINGTON WESTEND TERRACE CROOK DL15 0HW 300389 GREEN, CROOK 7 BILLY ROW CO DURHAM DL15 9TA 200820 WHEATSHEAF, SPENNYMOOR 71 HIGH STREET COUNTY DURHAM DL16 6BB 201712 HALF MOON, LOW SPENNYMOOR HALF WAY STREET CO. DURHAM DL16 6HQ 201700 GREEN TREE, SPENNYMOOR TUDHOE VILLAGE CO. DURHAM DL16 6LE 201504 ASH TREE, SPENNYMOOR CARR LANE CO. DURHAM DL16 6XU 202190 WHITE HORSE, FERRYHILL 23 MARKET PLACE CO. DURHAM DL17 8JN 119907 BEESWING INN, NORTHALLERTON EAST COWTON NORTHALLERTON DL7 0BD 202159 VINE, BALBY KELHAM STREET DONCASTER DN 1 1RE 201970 PRINCE OF WALES, BALBY 25-29 BALBY ROAD DONCASTER DN 4 0RE 201964 PLOUGH INN, ARKSEY 2 HIGH STREET DONCASTER DN 5 0SF 201726 HARLINGTON INN, HARLINGTON 13 DONCASTER ROAD DONCASTER DN 5 7HD 202116 THREE HORSE SHOES, YORK ROAD TOWN END DONCASTER DN 5 9AG 201696 GOOD COMPANIONS, BENTLEY HASLEMERE GROVE DONCASTER DN 5 9QA 202187 WHITE HART, ASKERN HIGH STREET DONCASTER DN 6 0AB 201917 NEW INN, STAINFORTH SOUTH BANK DONCASTER DN 7 5AW 201514 BAY HORSE INN, HATFIELD HIGH STREET DONCASTER DN 7 6RS 201560 BUFFALO, MOORENDS MARSHLAND ROAD DONCASTER DN 8 4PF 201877 MAILED HORSE, THORNE 92 KING ST DONCASTER DN 8 5BA 201699 GREEN DRAGON, THORNE SILVER STREET DONCASTER DN 8 5DT 202015 RISING SUN, THORNE HATFIELD ROAD DONCASTER DN 8 5QZ 202100 STEER ARMS, BELTON 141 HIGH STREET DONCASTER DN 9 1NR 202072 SIR SOLOMON, BELTON KING EDWARD STREET DONCASTER DN 9 1QN 201611 CROOKED BILLET, OWSTON FERRY SILVER ST DONCASTER DN 9 1RN 202578 COACH & HORSES, DONCASTER 5 SCOT LANE DONCASTER DN1 1EW 203345 ST LEGER TAVERN, DONCASTER SILVER STREET DONCASTER DN1 1HQ 300386 RED HART, DONCASTER 2 CHURCH STREET DONCASTER DN10 4AH

399 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202186 WHITE HART, BAWTRY SWAN STREET DONCASTER DN10 6JQ 300313 STATION, ROSSINGTON WEST END LANE DONCASTER DN11 0DX 300341 POACHER, ROSSINGTON RADBURN ROAD SOUTH YORKS DN11 0SH 201573 CARPENTERS ARMS, TICKHILL WESTGATE DONCASTER DN11 9NE 202095 STATION, CONISBOROUGH STATION ROAD DONCASTER DN12 3DD 200959 MILESTONE, DENABY MAIN DONC DONCASTER ROAD SOUTH YORKS DN12 4JH 200120 JOLLY MILLER, WHITLEY BRIDGE KELLINGTON LANE GOOLE NORTH DN14 0LB HUMBERSIDE 200126 PLOUGH INN, GOOLE SNAITH GOOLE DN14 9JJ 201932 ODDFELLOWS ARMS, CARLTON HIGH STREET GOOLE DN14 9LY 113704 JOLLY SAILOR, GUNNESS DONCASTER ROAD SCUNTHORPE DN15 8SU 202056 SHEFFIELD ARMS, SCUNTHORPE BURTON-UPON-STATHER SCUNTHORPE DN15 9BP 202117 THREE HORSE SHOES, WEST BUTTER NORTH STREET SCUNTHORPE DN17 3JP 202004 RED LION, CROWLE NORTH STREET SCUNTHORPE DN17 4NE 300469 SIX BELLS, BARROW LORDS LANE BARROW UPON DN19 7BX HUMBER 202191 WHITE HORSE, BRIGG WRAWBY STREET BRIGG DN20 8JR 200164 INGLEBY ARMS, GAINSBOROUGH MARTON LINCS DN21 5AH 202141 TURKS HEAD, RETFORD GROVE STREET RETFORD DN22 6LA 201922 BROKEN WHEEL, EAST RETFORD SPITAL HILL EAST RETFORD DN22 6PN 300353 CLUMBER INN, RETFORD WHARNCLIFFE ROAD NOTTINGHAMSHIRE DN22 7RH 202748 GATEWAY, BARNBY DUN STATION ROAD DONCASTER DN3 1HA 200148 BARGE INN, GRIMSBY RIVERHEAD GRIMSBY DN31 1NH 201604 COTTEE’S BAR, GRIMSBY 12-16 FREEMAN STREET GRIMSBY DN32 7AA 201868 LEAKING BOOT, CLEETHORPES GRIMSBY RD CLEETHORPES DN35 7ES 200960 WHITE KNIGHT, GRIMSBY THESIGER STREET SOUTH HUMBERSIDE DN37 7DR 200100 CROSS KEYS, GRASBY BRIGG ROAD BARNETBY DN38 6AQ 300455 NAGS HEAD, WOOTON 1 THORNTON ROAD NORTH DN39 6SJ LINCOLNSHIRE 200113 FOX INN, ULCEBY FRONT STREET SOUTH HUMBERSIDE DN39 6SY 300363 PARK HOTEL, DONCASTER 232 CARR HOUSE ROAD DONCASTER DN4 5DS 300393 COUNTY HOTEL, IMMINGHAM PELHAM ROAD NORTH DN40 1AD LINCOLNSHIRE 201895 MAYFLOWER, IMMINGHAM MARGARET STREET IMMINGHAM DN40 1JY 203056 OLD GEORGE, DORCHESTER TRINITY STREET DORSET DT1 1TU 202601 CORNWALL HOTEL, DORCHESTER ALEXANDRA ROAD DORCHESTER DT1 2LZ 202831 HAMBRO ARMS, BLANDFORD MILTON ABBAS DORSET DT11 0BP 202997 MILTON ARMS, WINERBORNE DORCHESTER HILL, DORSET DT11 0HW WINTERBOURNE 202544 CHALK & CHEESE, MAIDEN NEWTO DORCHESTER ROAD DORSET DT2 0BD 203628 WISE MAN, DORCHESTER WEST STAFFORD DORSET DT2 8AG 202435 BLACK DOG, BROADMAYNE MAIN STREET BROADMAYNE DT2 8ES 203023 NEW INN, DORCHESTER WEST KNIGHTON DORSET DT2 8PE 202473 BREWERS ARMS, DORCHESTER MARTINSTOWN DORSET DT2 9LB 203518 TURKS HEAD, WEYMOUTH CHICKERELL WEYMOUTH DT3 4DS 202915 KINGS ARMS, WEYMOUTH PORTESHAM DORSET DT3 4ET 202680 ELM TREE INN, WEYMOUTH LANGTON HERRING DORSET DT3 4HU 203032 NEW INN, WEYMOUTH LITTLEMOOR RD DORSET DT3 5NY 203066 OLD SHIP INN, UPWEY 7 RIDGWAY WEYMOUTH DT3 5QQ 203330 SPICE SHIP, WEYMOUTH PRESTON ROAD DORSET DT3 6BJ 202489 BRIDGE INN, WEYMOUTH PRESTON DORSET DT3 6DB 203342 SPRINGHEAD, SUTTON POYNTZ SUTTON ROAD DORSET DT3 6LW 203564 WAVERLEY ARMS, WEYMOUTH 121 ABBOTSBURY ROAD DORSET DT4 0JX 203443 STAR INN, WEYMOUTH PARK STREET DORSET DT4 7AW 203277 ROYAL OAK, WEYMOUTH 52 DORCHESTER ROAD DORSET DT4 7JZ 203288 SAILORS RETURN, WEYMOUTH THE QUAY DORSET DT4 8AD 202638 CUTTER HOTEL, WEYMOUTH EAST STREET DORSET DT4 8BP 116900 DOROTHY INN, WEYMOUTH 48-49 THE ESPLANADE WEYMOUTH DT4 8DQ 203519 TWENTY TWELVE (LONDON DOME), WE BOND STREET WEYMOUTH DT4 8HE 202423 BELVEDERE INN, WEYMOUTH HIGH STREET WEST DORSET DT4 8JH

400 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202708 FINNS, WEYMOUTH 26 WESTHAM ROAD DORSET DT4 8NU 203631 WYKE SMUGGLERS, WYKE REGIS PORTLAND ROAD DORSET DT4 9AB 202699 FERRYBRIDGE, WYKE REGIS 262 PORTLAND ROAD WEYMOUTH DORSET DT4 9AF 202373 ALBERT INN, WYKE REGIS HIGH STREET WEYMOUTH DT4 9NZ 203474 MARQUIS OF GRANBY, WEYMOUTH CHICKERELL RD DORSET DT4 9TW 202608 COVE HOUSE INN, PORTLAND CHISWELL DORSET DT5 1AW 203030 NEW INN, PORTLAND 35 EASTON ROAD DORSET DT5 1BS 202756 GEORGE INN, PORTLAND 133 REFORNE DORSET DT5 2AP 203264 ROYAL EXCHANGE, PORTLAND 46 WESTON ROAD DORSET DT5 2BZ 113694 HARDYS, BRIDPORT 35 WEST STREET BRIDPORT DT6 3QW 300169 ANCHOR, BURTON BRADSTOCK HIGH STREET DORSET DT6 4QF 200962 CAVES, WRENS NEST ESTATE DUDLE WRENS HILL ROAD WEST MIDLANDS DY 1 3SB 200972 WHITE LION INN, SEDGLEY BILSTON STREET WEST MIDLANDS DY 3 1JF 200961 BUSH INN, LOWER GORNALL DUDLE SUMMIT PLACE WEST MIDLANDS DY 3 2TQ 201480 TALBOT, PENSNETT HIGH STREET W.MIDLANDS DY 6 8ND 200968 SUMMERHOUSE, BRIERLEY HILL THE PORTWAY KINGSWINFORD WEST MIDLANDS DY 6 8NU 200963 CRESTWOOD, WEST MIDLANDS BLENHEIM ROAD WEST MIDLANDS DY 6 8SR 200378 WOODMAN, KINGSWINFORD 73 MOUNT PLEASANT DUDLEY DY 6 9ST 201410 COTTAGE SPRING, WOLLASTON BRIDGENORTH ROAD STOURBRIDGE DY 8 3PZ 850090 MOORINGS TAVERN, AMBLECOTE 79-80 HIGH STREET AMBLECOTE DY 8 4LY 200969 TEN ARCHES, PENFIELDS ESTATE SNOWDEN ROAD WEST MIDLANDS DY 8 4UZ 200970 TOP BELL, WOLLASCOTE STOUR BELMONT ROAD WEST MIDLANDS DY 9 8AS 300253 CHESTER TAVERN, KIDDERMINSTER 211 CHESTER ROAD NORTH KIDDERMINSTER DY10 1TN 203445 STATION INN, KIDDERMINSTER FARFIELD KIDDERMINSTER DY10 1UG 200964 EAGLES NEST, FERNDALE ESTATE 100 CONNINGSBY DRIVE WEST MIDLANDS DY11 5LY 116127 RISING SUN, BEWDLEY 139 KIDDERMINSTER ROAD BEWDLEY DY12 1JE 300094 LITTLE PACK HORSE, BEWDLEY 31 HIGH STREET BEWDLEY DY12 2DH 202832 HAMPSTALL, STOURPORT ASTLEY BURF WORCS DY13 0RY 300256 NEW MANOR, STOURPORT 76 MINSTER ROAD STOURPORT DY13 8AP 116559 HOLLYBUSH, STOURPORT ON SEVER 54 MITTON STREET STOURPORT ON DY13 9AA SEVERN 300457 VICTORIA INN, NETHERTON 122 DUDLEYWOOD ROAD DUDLEY DY2 0DQ 300342 RED LION, NETHERTON NORTHFIELD ROAD WEST MIDLANDS DY2 9JA 300340 HORSLEY TAVERN, TIPTON 238 HORSLEY HEATH TIPTON DY4 7QT 300344 NEW INN, QUARRY BANK 166 HIGH STREET QUARRY BANK DY5 2AB 300327 BRICKMAKERS, QUARRYBANK 36 MOUNT PLEASANT WEST MIDLANDS DY5 2YZ 203051 OLD BUSH, WALL HEATH HINKSFORD WEST MIDLANDS DY6 0BJ 202939 LEOPARD INN, KINGSWINFORD SUMMER STREET WEST MIDLANDS DY6 9NA 203561 WATERLOO INN, WOLLASTON 58 BRIDGENORTH RD STOURBRIDGE DY8 3QG 202426 BIRCH TREE INN, AMBLECOTE VICARAGE ROAD WEST MIDLANDS DY8 4JE 202520 BULLS HEAD, WOLLASTON 62 HIGH STREET STOURBRIDGE DY8 4NH 202760 GLASSCUTTERS ARMS, WORDSLEY BARNETT STREET WEST MIDLANDS DY8 5QL 200974 DUKE OF WELLINGTON, HACKNEY 90 MORNING LANE LONDON E 9 6NA 200973 LORD CLYDE, LEYTON 175 CAPWORTH STREET LONDON E 10 5AR 200553 BOOTLACES, LEYTON 596 LEA BRIDGE ROAD LONDON E 10 7ND 896581 SPREAD EAGLE, WEST HAM 1 MITRE ROAD WEST HAM E 15 3JF 300243 PHOENIX ARMS, LONDON 104 EAST INDIA DOCK ROAD LONDON E14 0BP 113677 WINDMILL, STRATFORD 49 WADDINGTON ROAD STRATFORD E15 1QL 300241 KINGS HEAD, LONDON 257 KINGSLAND ROAD LONDON E2 8AS 300242 LONDON FIELDS, LONDON 137 MARE STREET LONDON E8 3RH 729907 THREE TUNS WINE VAULTS, EDINB 7-11 HANOVER STREET EDINBURGH EH 2 2DL 202263 ACANTHUS, EDINBURGH 17 WAVERLEY BRIDGE SCOTLAND EH1 1BQ 202227 CAFE HABANA, EDINBURGH GREENSIDE PLACE EDINBURGH EH1 3AA 124485 OLD PIER, PORTOBELLO BATH STREET EDINBURGH EH15 1HF 202243 FIGGATE WHINS, PORTOBELLO 241-243 HIGH STREET EDINBURGH EH15 2AW 201417 DUDDINGSTON MULL, EDINBURGH 189 DUDDERSTONE PARK EDINBURGH EH15 3EJ SOUTH 202214 VILLAGE INN, LOANHEAD 30/34 FOUNTAIN PLACE LOANHEAD EH20 9DU 202217 CROSS KEYS, TRANENT 26 BRIDGE STREET EAST LOTHIAN EH21 8BQ 202226 NEW TOWN, EDINBURGH 26B DUBLIN STREET EDINBURGH EH3 6NN

401 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202225 FINNS, EDINBURGH 161 LOTHIAN ROAD EDINBURGH EH3 9AA 202224 BURLINGTON BERTIES, EDINBURGH 11 TARVIT STREET EDINBURGH EH3 9LB 119675 OLD ABERLADY INN, ABERLADY MAIN STREET LONGNIDDRY EH32 0RF 202218 WINTON ARMS, PENCAITLAND HIGH STREET PENCAITLAND EH34 5DN 200624 GOLFERS REST, NORTH BERWICK HIGH STREET EAST LOTHIAN EH39 4HD 117609 CROFTMALLOCH INN, WHITBURN 2 LONGRIDGE ROAD BATHGATE EH47 8HB 202238 COMMERCIAL INN, MAIN STREET 30 EAST END WEST CALDER EH55 8AD 202247 PROM BAR, NEWHAVEN 2-6 ANCHORFIELD EDINBURGH EH6 4JG 202228 CITY LIMITS, EDINBURGH 379 LEITH WALK EDINBURGH EH6 5JD 202233 FOX’S BAR, EDINBURGH 8 BONNINGTON ROAD EDINBURGH EH6 5JD 202246 NEWHAVEN INN, BONNINGTON 74 NEWHAVEN ROAD EDINBURGH EH6 5QG 202232 COOPERS REST, EDINBURGH 291 EASTER ROAD EDINBURGH EH6 8LH 202241 DALMENY BAR, EDINBURGH 299 LEITH WALK EDINBURGH EH6 8SA 202222 REGENT, EDINBURGH 2 MONTROSE TERRACE EDINBURGH EH7 5DL 202221 PORTERS BAR, EDINBURGH 7 PIERSHILL PLACE EDINBURGH EH8 7EH 202223 WHITE HORSE, EDINBURGH 268 CANANGATE EDINBURGH EH8 8AA 202244 JEANNIE DEANS, EDINBURGH 67 ST LEONARDS HILL EDINBURGH EH8 9SB 200975 ALBION, BARNET 74 UNION STREET HERTS EN 5 4HZ 200978 OLD GUINEA, RIDGE CROSS OAKS LANE POTTERS BAR HERTS EN 6 3LH 200981 WINDMILL, CHESHUNT 210 WINDMILL LANE HERTS EN 8 9AF 200976 BLACK SWAN, NAZEING BROADLEY COMMON ESSEX EN 9 2DF 200977 COACH & HORSES, NAZEING WALTHAM ROAD ESSEX EN 9 2EB 202783 GOLDEN LION, HODDESDON 23 HIGH STREET HERTS EN11 8SX 300236 BOUNDARY HOUSE, ENFIELD 1 HIGH STREET ENFIELD EN3 4EJ 300240 GUN & MAGPIE, ENFIELD 738 HERTFORD ROAD ENFIELD EN3 6UG 202888 JESTER, NEW BARNET MOUNT PLEASANT HERTS EN4 9HG 203451 SUN, NORTHAW JUDGES HILL HERTS EN6 4NL 300462 VAULT, WALTHAM CROSS 160 HIGH STREET HERTFORDSHIRE EN8 7AB 202529 CANON HOTEL, NEWTON POPPLEFORD HIGH STREET SIDMOUTH DEVON EX10 0DW 128125 RED LION, SIDBURY FORE STREET SIDBURY EX10 0SD 202973 MARINE, SIDMOUTH THE ESPLANADE DEVON EX10 8BB 203169 RADWAY INN, SIDMOUTH 1 RADWAY PLACE DEVON EX10 8PY 203551 VOLUNTEER INN, SIDMOUTH TEMPLE STREET DEVON EX10 9BQ 202448 BLUE BALL INN, SIDMOUTH SIDFORD DEVON EX10 9QL 202401 BALFOUR ARMS, SIDMOUTH 26 WOOLBROOK ROAD DEVON EX10 9UZ 203550 VOLUNTEER INN, OTTERY ST MARY BROAD STREET DEVON EX11 1BZ 202928 LAMB & FLAG, OTTERY ST MARY BATTS LANE DEVON EX11 1EY 203311 SHIP INN, AXMOUTH CHURCH STREET SEATON EX12 4AF 300384 CASTLE INN, AXMINSTER CASTLE HILL AXMINSTER EX13 5NN 203609 WHITE LION, HONITON HIGH STREET DEVON EX14 8LA 203132 PRINCE BLUCHER INN, TIVERTON WESTEXE SOUTH DEVON EX16 5DH 114792 EXETER INN, BAMPTON BAMPTON DEVON EX16 9DY 114287 OLD MALT SCOOP, CREDITON LAPFORD LANE DEVON EX17 6PZ 300040 FLYING HORSE, WONFORD 8 DRYDEN ROAD EXETER EX2 5BS 202879 HUNTSMAN, IDE 2 HIGH STREET DEVON EX2 9RN 113555 KINGS ARMS, HOLSWORTHY THE SQUARE DEVON EX22 6ED 300034 ROYAL EXCHANGE, BARNSTAPLE JOY STREET DEVON EX31 1BP 300036 CHICHESTER ARMS, BARSTAPLE 28 PILTON STREET DEVON EX31 1PJ 202537 CASTLE INN, LANDKEY NEWLANDS BARNSTAPLE DEVON EX32 0NF 202718 FLUKEY’S (UNION INN), BARNSTAP PRINCESS STREET DEVON EX32 7EU 300033 ROSE & CROWN, BARNSTAPLE 52 NEWPORT ROAD DEVON EX32 9BQ 300038 LONDON INN, BRAUNTON 17 CAEN STREET DEVON EX33 1AA 202437 BLACK HORSE, BRAUNTON CHURCH STREET DEVON EX33 2EL 116145 YE OLDE GEORGE & DRAGON, COMBE CASTLE STREET COMBE MARTIN EX34 0HX 300037 GEORGE & DRAGON, ILFRACOMBE 4/5 FORE STREET DEVON EX34 9ED 300388 JOINERS ARMS, BIDEFORD THE MARKET PLACE DEVON EX39 2DR 300039 PORTOBELLO INN, BIDEFORD 37 SILVER STREET DEVON EX39 2DY 203467 SWAN INN, BIDEFORD TORRINGTON STREET DEVON EX39 4DP 300041 MICAWBERS, WHIPTON 68 WHIPTON VILLAGE ROAD EXETER EX4 8AW 202826 HALFWAY HOUSE, EXETER AYLESBEARE DEVON EX5 2JP

402 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 127337 HUNGRY FOX, BROADCLYST BROADCLYST EXETER EX5 3AS 203281 ROYAL OAK INN, EXETER EXMINSTER DEVON EX6 8DX 300028 SHIP INN, STARCROSS COCKWOOD DEVON EX6 8RA 202863 HOLLY TREE, EXMOUTH WITHYCOMBE VILLAGE ROAD DEVON EX8 3AN 202606 COUNTRY HOUSE INN, EXMOUTH WITHYCOMBE VILLAGE DEVON EX8 3BA 203139 PRINCE OF WALES(AMAZON), EXMOU DINAN WAY DEVON EX8 4EZ 202907 KING WILLIAM HOTEL, BUDLEIGH S 7 HIGH STREET DEVON EX9 6LD 202242 DUNBLANE HOTEL, DUNBLANE 10 STIRLING STREET DUNBLANE FK15 9EP 120865 BRIDGEND HOUSE HOTEL BRIDGEND CALLANDER FK17 8AH 202248 ROB ROY, STIRLING 1 WALLACE STREET STIRLING FK8 1NP 896960 LUCYS PART 2, BLACKPOOL 68 ABINGDON STREET BLACKPOOL FY 1 1NH 203300 SEVEN STARS, STALMINE HALLGATE LANE BLACKPOOL FY6 0LA 202912 KINGS ARMS, FLEETWOOD 105 LORD STREET FLEETWOOD FY7 6LB 202715 FLEETWOOD ARMS, FLEETWOOD 188 DOCK STREET LANCASHIRE FY7 6LT 113681 MANHATTAN, LYTHAM ST ANNES 314 CLIFTON DRIVE NORTH LYTHAM ST ANNES FY8 2PB 200631 TOWN TAVERN, SHETTLESTON 843 SHETTLESTON ROAD GLASGOW G 32 7NR 897714 GRAPES BAR, GLASGOW 218 PAISLEY ROAD WEST GLASGOW G 51 1BU 200629 CARRIGANS, HIGH BLANTYRE 360 MAIN STREET HAMILTON G 72 9TD 202283 WHISTLERS MOTHER, GLASGOW 112/116 BYRES ROAD GLASGOW G12 8TB 202291 COACH HOUSE, KNIGHTWOOD 770 ANNIESLAND ROAD GLASGOW G14 0YU 128142 MARYHILL TAVERN, GLASGOW 1850 MARYHILL ROAD GLASGOW G20 0DH 202271 HALT BAR, GLASGOW 160 WOODLANDS ROAD GLASGOW G3 6LL 202255 WHITELAWS, GLASGOW 57-65 TOLLCROSS ROAD GLASGOW G31 4UG 202245 MARQUIS BAR, GLASGOW 1080-1082 SHETTLESTON ROAD GLASGOW G32 7PW 202295 SHEILING, GLASGOW SHETTLESTON ROAD GLASGOW G32 9AS 202252 WALKERS BAR, BRIDGSTON 613 LONDON ROAD GLASGOW G40 1NE 202256 WHITELAWS, BRIDGSTON 621 LONDON ROAD GLASGOW G40 1NE 202251 TREBLE TWO, BRIDGSTON 222-224 ABERCROMBIE STREET GLASGOW G40 2BZ 202286 ALBERT BAR, GLASGOW 331 LANGSIDE ROAD GLASGOW G42 8XT 202292 COACH HOUSE, GLASGOW 3 BEMERSYDE AVENUE GLASGOW G43 1EN 202240 CUILLINS BAR, THORNLIEBANK 51 KYLEAKIN ROAD GLASGOW G46 8DE 202297 OLD GOVAN ARMS, GLASGOW 907 GOVAN ROAD GLASGOW G51 3DN 202279 VIVO, MILNGAVIE STEWART STREET MILNGAVIE G62 6BW 128140 WHEATSHEAF, TORRANCE 77 MAIN STREET TORRANCE G64 4EN 202299 RED COMYN, CUMBERNAULD KILDRUM CUMBERNAULD G67 1LZ 202300 JUMPING JAX, CARBRAIN KILBOWIE ROAD CUMBERNAULD G67 2PX 121586 MALTINGS, CUMBERNAULD LARCH ROAD GLASGOW G67 3AZ 202249 BRIG TAVERN, BALLIESTON 31-33 EASTERHOUSE ROAD GLASGOW G69 6BH 122237 ROWANTREE, UDDINGSTON 60 OLD MILL ROAD UDDINGSTON G71 7PF 202281 SUN INN, CAMBUSLANG 283 HAMILTON ROAD CAMBUSLANG G72 7PG 125944 OLD ORIGINAL, BLANTYRE 285 GLASGOW ROAD BLANTYRE G72 9HU 202280 SHENANIGANS, EAST KILBRIDE OLYMPIA CENTRE EAST KILBRIDE G74 1LZ 202276 PLUSH EK, EAST KILBRIDE OLYMPIA CENTRE EAST KILBRIDE G74 ILZ 202290 BURGH BAR, DUNBARTON 117 HIGH STREET DUNBARTON G82 1NS 201837 NEW VICTORY INN, TREDWORTH 103 HIGH STREET GLOS. GL 1 4SY 201852 WHITE LION, DURSLEY CAMBRIDGE GLOS. GL 2 7BD 201841 PRINCE ALBERT, STROUD RODBOROUGH GLOS GL 5 3SS 201826 FLEECE INN, LIGHTPILL 106 BATH ROAD STROUD GLOS. GL 5 3TJ 201851 DB’S, CAINSCROSS STROUD CASHES GREEN ROAD GLOS GL 5 4JG 201839 OLD FLEECE INN, ROOKSMOOR WOO BATH ROAD STROUD GLOS GL 5 5NB 201821 CARPENTERS ARMS, STROUD WESTRIP GLOS. GL 6 6EY 201816 BEAR INN, BISLEY STROUD GEORGE STREET GLOS GL 6 7BD 201833 LAMB INN, STROUD EASTCOMBE GLOS. GL 6 7DN 201834 MARLBOROUGH ARMS, CIRENCESTER SHEEP STREET GLOS. GL 7 1QW 201827 FOX & HOUNDS INN, BADMINTON ACTON TURNVILLE AVON GL 9 1HW 202524 BUTLERS, GLOUCESTER 99 EASTGATE STREET GLOUCESTER GL1 1PY 202627 BAR ZEST, GLOUCESTER 103 EASTGATE STREET GLOUCESTER GL1 1PY 128132 PLOUGH, TREDWORTH 9 UPTON STREET TREDWORTH GL1 4JT 201818 BREWERS ARMS, STONEHOUSE 27A GLOUCESTER ROAD GLOS. GL10 2NZ 300428 KINGS HEAD, STONEHOUSE EASTINGTON STONEHOUSE GL10 3AA

403 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201850 WHITE HART, LEONARD STANLEY THE STREET STONEHOUSE GLOS. GL10 3NR 300418 BERKELEY ARMS, DURSLEY 19 HIGH STREET DURSLEY GL11 5LA 300439 RAILWAY, DURSLEY STATION ROAD DURSLEY GL11 5NS 201853 WHITE LION INN, WOTTON UNDER E LONG STREET GLOS. GL12 7BD 201843 RAILWAY TAVERN, CHARFIELD WOO WOOTON ROAD GLOS GL12 8SR 201835 NAGS HEAD INN, LYNDEY YORKLEY GLOS. GL15 4RX 201845 SEVERN VIEW INN, LYDNEY LYNWOOD ROAD GLOS. GL15 5SG 201824 CROWN INN, COLEFORD PARKEND ROAD GLOS. GL16 7HX 201846 SWAN INN, DRYBROOK BRIERLEY GLOS. GL17 9DQ 201817 BLACK DOG, NEWENT 47 CHURCH STREET GLOS. GL18 1AA 201832 KINGS ARMS, NEWENT ROSS ROAD GLOS. GL18 1BD 200982 ROYAL EXCHANGE, GLOUCESTER HARTPURY GLOS GL19 3BW 201844 ROSE & CROWN, REDMARLEY PLAYLEY GREEN GLOUCESTERSHIRE GL19 3NB 901625 JET & WHITTLE, LOWER TUFFLEY SHAKESPEARE AVENUE LOWER TUFFLEY GL2 5AH 300399 OLD FORGE INN, WHITMINSTER BRISTOL ROAD GLOUCESTER GL2 7NY 201838 NOTTINGHAM ARMS, TEWKESBURY 130 HIGH STREET GLOS. GL20 5JU 201848 VILLAGE INN, TEWKESBURY TWYNING GLOS. GL20 6DF 201825 CROWN INN, KEMERTON HIGH STREET TEWKESBURY GLOS. GL20 7HP 300422 FOUNTAIN INN, STROUD 89 SLAD ROAD STROUD GL5 1QZ 300441 ROSE INN, STROUD PAGANHILL LANE STROUD GL5 4AW 127449 ROYAL OAK, WOODCHESTER CHURCH ROAD WOODCHESTER GL5 5NB 200983 ROYAL UNION INN, CHELTENHAM 37 HATHERLEY STREET GLOS GL50 2TT 200984 BATH HOUSE, CHELTENHAM 89 NEW STREET GLOS GL50 3NF 300322 HAYMAKER, CHELTENHAM WINDYRIDGE ROAD CHELTENHAM GL50 4RA 300123 HORSE & JOCKEY, CHELTENHAM TOWNSEND STREET CHELTENHAM GL51 9HA 113701 BEST MATE INN, CHELTENHAM 258 SWINDON ROAD CHELTENHAM GL51 9HY 201840 PLOUGH INN, PRESTBURY MILL STREET CHELTENHAM GLOS. GL52 3BG 202418 BELL INN, CHELTENHAM 70 BATH ROAD GLOUCESTERSHIRE GL53 7JT 300122 RED LION, NORTHLEACH MARKET PLACE CHELTENHAM GL54 3EJ 300168 PLAISTERERS, WINCHCOMBE ABBEY TERRACE WINCHCOMBE GL54 5LL 201819 BUTCHERS ARMS, CHIPPING CAMDEN MICKLETON GLOUCESTERSHIRE GL55 6SD 300124 ROYAL OAK, CIRENCESTER 102 GLOUCESTER STREET CIRENCESTER GL7 2DR 300149 ROYAL OAK, SOUTH CERNEY HIGH STREET CIRENCESTER GL7 5UP 200991 ROBIN HOOD, GUILDFORD SYDENHAM ROAD SURREY GU 1 3RH 200992 RED LION, SHAMLEY GREEN THE GREEN GUILDFORD SURREY GU 5 0UB 200988 LITTLE PARK HATCH, CRANLEIGH BOOKHURST ROAD SURREY GU 6 7DN 200986 BULLS HEAD, EWHURST THE STREET SURREY GU 6 7QD 200993 RICHMOND ARMS, GODALMING 149 HIGH ST SURREY GU 7 1AF 300210 JOLLY FARMER, FARNHAM GUILDFORD ROAD FARNHAM GU10 1PG 300208 PEGASUS, ALDERSHOT 51 HIGH STREET ALDERSHOT GU11 1BH 300211 LORD CAMPBELL, ALDERSHOT 40 ALEXANDRA ROAD ALDERSHOT GU11 1QP 300194 CRIMEA, ALDERSHOT CRIMEA ROAD ALDERSHOT GU11 1UE 200994 RAILWAY TAVERN, ALDERSHOT 114 GROSVENOR ROAD HANTS GU11 3EJ 300295 PRINCE OF WALES, ALDERSHOT 150 ASH ROAD ALDERSHOT GU12 4ES 300186 ALEXANDRA, FARNBOROUGH 74 VICTORIA ROAD FARNBOROUGH GU14 7PH 200987 HASLEMERE HOTEL, HASLEMERE LOWER STREET SURREY GU27 2PD 300207 WHISTLE STOP, LISS STATION ROAD HANTS GU30 7DW 200989 OLD DRUM, PETERSFIELD CHAPEL STREET HAMPSHIRE GU32 3DP 300195 CROSSING GATE, LISS 61 STATION ROAD HANTS GU33 7AA 202399 BAKERS ARMS, ALTON 32 HIGH STREET HANTS GU34 1BD 300206 WHEATSHEAF, ALTON MARKET SQUARE HANTS GU34 1HD 300197 DUKES HEAD, ALTON BUTTS ROAD HANTS GU34 1LH 300200 FRENCH HORN, ALTON THE BUTTS HAMPSHIRE GU34 1RT 300204 QUEENS HOTEL, SELBORNE HIGH STREET HANTS GU34 3JJ 300192 CEDARS, BINSTEAD ALTON THE STREET HANTS GU34 4PB 300191 CASTLE OF COMFORT, MEDSTEAD CASTLE STREET HANTS GU34 5LU 300213 ROYAL EXCHANGE, BORDON LIPHOOK ROAD BORDON GU35 0QA 300202 HOLLY BUSH, HEADLEY BORDON THE HIGH STREET BORDON GU35 8PP 300193 CRICKETERS, KINGSLEY KINGSLEY HAMPSHIRE GU35 9ND 300187 ANCHOR, YATELEY CAMBERLEY VIGO LANE HAMPSHIRE GU46 6EP

404 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300205 ROSE & CROWN, SANDHURST HIGH STREET BERKSHIRE GU47 8HA 511685 HARE, HARROW WEALDSTONE BROOKSHILL HARROW HA 3 6SD WEALDSTONE 201950 PEACOCK, HUDDERSFIELD 392 LEEDS ROAD HUDDERSFIELD HD 2 1XL 200611 DB’S, HUDDERSFIELD 761 LEEDS ROAD HUDDERSFIELD HD 2 1YZ 201581 CAVALRY ARMS, BIRCHENCLIFFE 81 HALIFAX ROAD HUDDERSFIELD HD 3 3BR 201924 NONT SARAH’S HOTEL, HUDDERSFIE SCAMMONDEN HUDDERSFIELD HD 3 3FT 202167 WAPPY SPRINGS, HUDDERSFIELD LINDLEY MOOR ROAD HUDDERSFIELD HD 3 3TD 200605 ROYAL HOTEL, MILNSBRIDGE 49 SCAR LANE HUDDERSFIELD HD 3 4HQ 201539 BLUE BELL, TAYLOR HILL 14 CLOSE HILL LANE HUDDERSFIELD HD 4 6LE 200995 BEAUMONT ARMS, NETHERTON MELTHAM ROAD WEST YORKS HD 4 7EL 200996 STAR, RASTRICK BRIGHOUSE BRIDGE END BRIGHOUSE HD 6 3DN 201687 GLOBE INN, BRIGHOUSE RASTRICK COMMON WEST YORKSHIRE HD 6 3EL 200997 SHAKESPEARE, MARSDEN HU PEEL STREET WEST YORKS HD 7 6BR 203314 SHOULDER OF MUTTON, LOCKWOOD 11 NEALE ROAD WEST YORKSHIRE HD1 3TN 300412 RAILWAY INN, HUDDERSFIELD 272 BRADFORD ROAD HUDDERSFIELD HD1 6LJ 113683 HIGHGATE, HUDDERSFIELD 264 NEW HEY ROAD HUDDERSFIELD HD3 4BU 300402 DUSTY MILLER, HUDDERSFIELD 2 GILEAD ROAD HUDDERSFIELD HD3 4XH 202775 GOLDEN COCK, TYAS 2 THE VILLAGE FARNLEY HUDDERSFIELD HD4 6UD 201301 RAILWAY, HONLEY 1 HUDDERSFIELD ROAD HUDDERSFIELD HD9 6PE 200165 LITTLE WONDER, HARROGATE NEW PARK NORTH YORKSHIRE HG 1 2BY 200173 STAR & GARTER, HARROGATE KIRBY OVERBLOW NORTH YORKSHIRE HG 3 1HD 200175 THREE HORSE SHOES, KILLINGHALL RIPON ROAD NORTH YORKSHIRE HG 3 2DH 201524 BLACK BULL, KETTLESING HEAD SKIPTON ROAD NORTH YORKSHIRE HG 3 2LP 200558 STONE BECK, HARROGATE JENNYFIELD DRIVE NORTH YORKSHIRE HG 3 2XG 202039 ROYAL OAK, NORTH YORKSHIRE BURTON LEONARD NORTH YORKSHIRE HG 3 3SJ 202058 SHIP, RIPON 84 BONDGATE NORTH YORKSHIRE HG 4 1QE 202169 WATER RAT, RIPON BONDGATE GREEN RIPON HG 4 1QU 117386 REGENCY, HARROGATE EAST PARADE HARROGATE HG1 5LP 200998 ANCHOR, BOURNE END HEMEL H LONDON ROAD HERTS HP 1 2RH 201001 BULL, BERKHAMSTED 10 HIGH STREET HERTS HP 4 2BS 201037 RISING SUN, GEORGE ST CANAL SIDE BERKHAMSTED HP 4 2EG 201008 CRYSTAL PALACE, BERKHAMSTED STATION ROAD HERTS HP 4 2EZ 201022 JOLLY SPORTSMAN, CHESHAM 2 ESKDALE AVENUE BUCKS HP 5 3AX 201024 NASH ARMS, CHESHAM 1 VALE ROAD BUCKS HP 5 3HH 201014 FOX & HOUNDS, CHALFONT ST GILE SILVER HILL BUCKS HP 8 4PS 201009 CROWN, CHALFONT-ST-GILES HIGH STREET BUCKS HP 8 4QA 201030 RED LION, BEACONSFIELD KNOTTY GREEN BUCKS HP 9 2TN 201019 HALFWAY HOUSE, HIGH WYCOMBE 706 LONDON RD BUCKS HP11 1HE 202707 FINN M’COULS (WHITE LION), HIG CRENDON STREET BUCKS HP13 6LS 201015 FOUR HORSESHOES, STOKENCHURCH OXFORD ROAD BUCKS HP14 3SX 201041 THREE HORSE SHOES, HAZLEMERE 329 AMERSHAM ROAD HAZLEMERE HP15 7PX 202753 GEORGE, GREAT MISSENDEN 94 HIGH ST BUCKS HP16 0BG 202739 FULL MOON, LITTLE KINGSHILL HARE LANE GT MISSENDEN HP16 0EE 201017 GREEN MAN, PRESTWOOD GT.M HIGH STREET BUCKS. HP16 9EB 201039 TRAVELLERS REST, PRESTWOOD HIGH STREET BUCKS. HP16 9EN 201031 RUSSEL ARMS, AYLESBURY CHALKSHIRE ELLESBOROUGH BUCKS. HP17 0TS 201033 ROSE & CROWN, STONE NR AYLESB 2 OXFORD ROAD BUCKS HP17 8PB 201034 RISING SUN, ICKFORD 36 WORMINGHALL ROAD BUCKS HP18 9JD 201010 CHANDOS, OAKLEY 8 THE TURNPIKE BUCKS. HP18 9QB 203161 QUEENS HEAD, AYLESBURY TEMPLE SQUARE BUCKS HP20 2QA 114109 SKINNY DOG, SOUTHCORT ESTATE CHURCHILL AVENUE SOUTHCOURT ESTATE HP21 8LZ 201036 ROTHSCHILD ARMS, ASTON CLINTON 82 WESTON ROAD BUCKS. HP22 5EJ 201011 CHANDOS ARMS, WESTON TURVILLE 1 MAIN ST AYLESBURY BUCKS HP22 5RR 201021 HALF MOON, WILSTONE NR.T 60 TRING ROAD HERTS. HP23 4PD 202791 GRAND JUNCTION, TRING BULBOURNE HERTS HP23 5QE 201012 CASTLE INN, TRING PARK RD HERTS HP23 6BN 203163 QUEENS HEAD, HEMEL HEMPSTEAD 34 LAWN LANE HERTS HP3 9HL 203109 PLOUGH, BIRKSHAMSTEAD POTTEN END HERTS HP4 2QS 202586 COCK TAVERN, CHESHAM 96 THE BROADWAY BUCKS HP5 1EG

405 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202776 GOLDEN EAGLE, CHESHAM ASHLEY GREEN BUCKS HP5 3PF 300246 RED LION, AMERSHAM VILLAGE ROAD AMERSHAM HP7 0LH 203343 SQUIRREL, NR AMERSHAM PENN STREET VILLAGE BUCKS HP7 0PX 201046 KINGS ARMS, BROMYARD 45 HIGH STREET HEREFORDSHIRE HR 7 4EE 203151 QUEENS ARMS, BROMYARD 30 HIGH STREET BROMYARD HR7 4AE 202046 SAILMAKERS ARMS, HIGH STREET CHANDLERS COURT HULL HU 1 1NQ 200117 CHARTERHOUSE, HULL SYKES STREET HULL HU 2 8AZ 201534 BLACKSMITHS ARMS, HULL NAYLORS ROW N. HUMBERSIDE HU 9 1DP 710094 ROYAL HOTEL, HULL. NEWBRIDGE ROAD HULL. HU 9 2RG 128729 KING WILLIAM, HULL 41 MARKET PLACE HULL HU1 1RS 128728 BURLINGTON, HULL MANOR STREET HULL HU1 1YP 202909 KINGS ALE HOUSE KINGS STREET HUMBERSIDE HU1 2JJ 200140 TRAVELLERS REST, LONG RISTON MAIN STREET YORKS HU11 5JF 200130 ROOS ARMS, NORTH HUMBERSIDE ROOS NORTH HUMBERSIDE HU12 0HB 201048 WHITE HORSE, EASINGTON HU SOUTH CHURCH SIDE NORTH HUMBERSIDE HU12 0TR 202054 SHAKESPEARE INN, HEDON BAXTERGATE NR. HULL HU12 8JN 300330 NAGS HEAD, HULL MAIN STREET HULL HU12 9EB 200166 KINGS ARMS, NEWPORT 87 MAIN ROAD BROUGH HU15 2QS 200137 LINCOLN ARMS, (OFF VICTORIA RO LINCOLN WAY BEVERLEY N HU17 0AJ HUMBERSIDE 202042 ROYAL STANDARD HOTEL, BEVERLEY NORTH BAR NORTH HUMBERSIDE HU17 8DL 202124 TIGER INN, BEVERLEY LAIRGATE NORTH HUMBERSIDE HU17 8JG 201300 COMMERCIAL, WITHERNSEA 130 QUEEN STREET EAST YORKSHIRE HU19 2HB 128730 THREE CROWNS, HULL 499 ANLABY ROAD HULL HU3 6DT 128725 BOSUN, HULL 833 HESSLE ROAD HULL HU4 6QF 128727 PLIMSOLL SHIP, HULL 103 WITHAM HULL HU9 1AT 201049 BIG SIX, HALIFAX SPRING EDGE WEST YORKS HX 1 3BB 201691 GOLDEN FLEECE, BRADSHAW 1 BRADSHAW LANE HALIFAX HX 2 9UZ 201606 COUNTRY HOUSE, HIPPERHOLME HALIFAX ROAD HALIFAX HX 3 8HQ 201050 PRESSERS ARMS, ELLAND SOUTH LANE HALIFAX HX 5 0HG 201587 CHURCH STYLE INN, HALIFAX SOWERBY BRIDGE HALIFAX HX 6 1JZ 200593 LOCK KEEPERS, SOWERBY BRIDGE 31 WHARF STREET WEST YORKSHIRE HX 6 2LA 201975 PUZZLE HALL INN, SOWERBY BRIDG HOLLINS MILL LANE HALIFAX HX 6 2RF 201644 DUSTY MILLER, MYTHOLMROYD BURNLEY ROAD HALIFAX HX 7 5LH 201053 WHITE LION, MYTHOLMROYD HEB BURNLEY ROAD WEST YORKS HX 7 5LN 201730 HOLE IN THE WALL, HEBDEN BRIDG HANGING ROYD LANE HALIFAX HX 7 7DD 201991 RAILWAY, HEBDEN BRIDGE 12 NEW ROAD WEST YORKSHIRE HX 7 8AD 300383 STANDARD OF FREEDOM, HALIFAX 2 NEW LANE HALIFAX HX3 0TE 203340 SPORTSMAN’S, GREETLAND ROCHDALE ROAD HALIFAX HX4 8PL 201693 GOLDEN FLEECE, ELLAND LINDLEY ROAD ELLAND HX5 0TE 300377 TURKS HEAD, HALIFAX 20 BACK WHARFE STREET SOWERBY BRIDGE HX6 2AD 201052 WAITERS ARMS, SOWERBY BRIDGE 61 TUEL LANE WEST YORKS HX6 2EW 200459 THREE JOLLY SAILORS, IPSWICH 110-112 HANDFORD ROAD SUFFOLK IP 1 2BH 200417 HARE & HOUNDS, IPSWICH 30 NORWICH ROAD SUFFOLK IP 1 2NJ 200447 ROSE & CROWN, IPSWICH 77 NORWICH ROAD SUFFOLK IP 1 2PR 200416 P J MCGINTY & SONS, IPSWICH 15 NORTHGATE STREET SUFFOLK IP 1 3BY 200442 RED LION, IPSWICH 284 BRAMFORD ROAD SUFFOLK IP 1 4AY 200405 EMPEROR, IPSWICH 295 NORWICH ROAD SUFFOLK IP 1 4BP 200420 INKERMAN, IPSWICH 197 NORWICH ROAD SUFFOLK IP 1 4BX 200433 MAYPOLE, IPSWICH OLD NORWICH ROAD IPSWICH IP 1 6LE 200429 MARGARET CATCHPOLE, IPSWICH CLIFF LANE SUFFOLK IP 3 0PQ 200438 RACECOURSE HOTEL, IPSWICH NACTON ROAD SUFFOLK IP 3 9NA 200414 GOLDEN HIND, IPSWICH 470 NACTON RD SUFFOLK IP 3 9NF 200448 SALUTATION INN, IPSWICH 67 CARR STREET SUFFOLK IP 4 1HB 200431 MILESTONE BEER HOUSE, IPSWICH 5 WOODBRIDGE ROAD SUFFOLK IP 4 2EA 200461 WATER LILY, IPSWICH 100 ST HELENS STREET SUFFOLK IP 4 2LB 200419 HORSE & GROOM, IPSWICH 104 WOODBRIDGE ROAD SUFFOLK IP 4 2NL 200469 WOOLPACK, IPSWICH 1 TUDDENHAM ROAD SUFFOLK IP 4 2SH 200385 BRICKMAKERS ARMS, IPSWICH 315 SPRING ROAD IPSWICH IP 4 5ND 200381 BELL, KESGRAVE NR IPSWICH MAIN ROAD SUFFOLK IP 5 1AA

406 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200409 FALCON, RUSHMERE 165 PLAYFORD ROAD IPSWICH IP 5 1DD 200412 GREYHOUND, CLAYDON 2 IPSWICH ROAD IPSWICH SUFFOLK IP 6 0AR 200393 CHEQUERS, GT BLAKENHAM 19 STOWMARKET ROAD IPSWICH IP 6 0LP 200453 SORREL HORSE, BARHAM IPSWICH NORWICH ROAD SUFFOLK IP 6 0PG 200440 RAMPANT HORSE, NEEDHAM MARKET CODDENHAM ROAD SUFFOLK IP 6 8AU 200424 LION, NEEDHAM MARKET 44 IPSWICH ROAD SUFFOLK IP 6 8EJ 200421 KINGS HEAD, HADLEIGH 90 HIGH STREET SUFFOLK IP 7 5EF 200462 WHITE HART, HADLEIGH 46 BRIDGE STREET SUFFOLK IP 7 6DB 200387 BROOK INN, IPSWICH WASHBROOK SUFFOLK IP 8 3LR 200415 GEORGE, HINTLESHAM GEORGE STREET IPSWICH IP 8 3NH 200396 COCK, BRAMFORD IPSWICH 1 THE STREET SUFFOLK IP 8 4DT 200379 ANGEL, BRAMFORD THE STREET IPSWICH IP 8 4DX 200384 BOOT, IPSWICH FRESTON IPSWICH IP 9 1AB 200389 BUTT & OYSTER, IPSWICH CHELMONDISTON IPSWICH IP 9 1JW 200444 ROSE INN, SHOTLEY THE STREET IPSWICH SUFFOLK IP 9 1NL 200386 BRISTOL ARMS, SHOTLEY BRISTOL HILL IPSWICH SUFFOLK IP 9 1PU 200390 CASE IS ALTERED, BENTLEY CAPEL ROAD SUFFOLK IP 9 2DW 200467 WHITE HORSE, CAPEL ST MARY LONDON ROAD IPSWICH SUFFOLK IP 9 2JR 200455 SWAN, HOLBROOK THE STREET IPSWICH SUFFOLK IP 9 2PZ 200397 COMPASSES, HOLBROOK IPSWICH ROAD IPSWICH SUFFOLK IP 9 2QR 200449 SHANNON, BUCKLESHAM IPSWICH MAIN ROAD SUFFOLK IP10 0DR 200450 SHIP INN, LEVINGTON IPSWICH CHURCH LANE SUFFOLK IP10 0LQ 200422 HAND IN HAND, TRIMLEY TRIMLEY ST MARTIN SUFFOLK IP11 0RL 200403 DOOLEY, WALTON FERRY LANE FELIXSTOWE IP11 3QX 200407 FLUDYER ARMS, FELIXSTOWE UNDERCLIFFE ROAD EAST SUFFOLK IP11 7LU 201054 FALCON INN, WALTON 272 HIGH STREET NEAR FELIXSTOWE IP11 9DS 200406 FEATHERS, FELIXSTOWE WALTON FELIXSTOWE IP11 9DT 200465 WHITE HORSE, FELIXSTOWE 33 CHURCH ROAD SUFFOLK IP11 9NF 200443 RED LION, WOODBRIDGE 90 THOROFARE SUFFOLK IP12 1AL 200554 OLD MARINER, WOODBRIDGE 26 NEW STREET SUFFOLK IP12 1DX 200418 HORSE & GROOM, MELTON WOODBRI YARMOUTH ROAD SUFFOLK IP12 1QB 200394 CHERRY TREE, BROMESWELL ORFORD ROAD SUFFOLK IP12 2PU 119257 THOMAS SECKFORD, WOODBRIDGE 76 SECKFORD STREET WOODBRIDGE IP12 4LZ 200380 ANGEL, WOODBRIDGE THEATRE STREET SUFFOLK IP12 4NE 200408 FOX, NEWBOURNE THE STREET WOODBRIDGE IP12 4NY SUFFOLK 200430 MAYBUSH, WALDRINGFIELD CLIFF ROAD WOODBRIDGE IP12 4QL SUFFOLK 200464 WHITE HORSE, EASTON THE STREET WOODBRIDGE IP13 0ED SUFFOLK 200411 GEORGE, WICKHAM MARKET 95 HIGH STREET SUFFOLK IP13 0RA 200402 CROWN & ANCHOR, FRAMLINGHAM 4 CHURCH STREET WOODBRIDGE IP13 9BQ SUFFOLK 200195 CASTLE, FRAMLINGHAM NR WOODB CHURCH STREET SUFFOLK IP13 9BT 200437 CAPONES, STOWMARKET STATION ROAD SUFFOLK IP14 1EF 200436 PICKEREL, STOWMARKET STOWUPLAND STREET SUFFOLK IP14 1EQ 200428 MAGPIE, STOWMARKET COMBSFORD SUFFOLK IP14 2AP 200192 BULL, BACTON CHURCH ROAD STOWMARKET IP14 2NG 200401 CROWN, STOWUPLAND CHURCH ROAD STOWMARKET IP14 4BQ SUFFOLK 200452 SHOULDER OF MUTTON, OLD NEWTON STOWMARKET ROAD SUFFOLK IP14 4EF 200466 WHITE HORSE, FINNINGHAM STATION ROAD STOWMARKET IP14 4TL 200427 MAGPIE, STONHAM NORWICH ROAD SUFFOLK IP14 5JY 200457 TEN BELLS, STONHAM ASPEL THE STREET SUFFOLK IP14 6AF 200395 CHERRY TREE, STOWMARKET DEBENHAM SUFFOLK IP14 6QT 200400 CROWN, LEISTON KING GEORGES AVENUE SUFFOLK IP16 4JX 200463 WHITE HART, SAXMUNDHAM 18 HIGH STREET SUFFOLK IP17 1DD 200228 GRIFFIN, SAXMUNDHAM YOXFORD SAXMUNDHAM IP17 3EP 200213 FALCON, PULHAM MARKET THE GREEN NORFOLK IP21 4SY 200290 VINE INN, DISS HOPTON NORFOLK IP22 2QX

407 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200284 CROWN, DISS 15 ST NICHOLAS STREET NORFOLK IP22 4EB 200256 RAILWAY, THETFORD STATION ROAD NORFOLK IP24 1AH 200445 RED LION, HOCKWOLD 114 MAIN STREET THETFORD IP26 4NB 200446 RAM INN, BRANDON BRIDGE STREET SUFFOLK IP27 0AX 200470 WHITE HART, MILDENHALL 21 HIGH ST MILDENHALL SUFFOLK IP28 7EA 906076 BELL HOTEL, MILDENHALL 25 HIGH STREET MILDENHALL IP28 7EA 200388 BULL, WOOLPIT THE STREET BURY ST EDMUNDS IP30 9SA SUFFOLK 200264 ROSE & CROWN, BURY ST EDMUND STANTON SUFFOLK IP31 2BZ 200460 KAROOZE CAFE BAR, BURY ST EDMU ST ANDREWS STREET BURY ST EDMUNDS IP33 1DY 121062 FERRYBOAT, ULLAPOOL SHORE STREET ULLAPOOL IV26 2UJ 128134 LOSSIE INN, LOSSIEMOUTH 18 CLIFTON ROAD LOSSIEMOUTH IV31 6DJ 116139 CLIFTON HOTEL, LOSSIEMOUTH 5 CLIFTON ROAD LOSSIEMOUTH IV31 6DJ 117018 PORTREE HOTEL, PORTREE SOMERLED SQUARE ISLE OF SKYE IV51 9EH 117021 ISLES HOTEL, PORTREE SOMERLED SQUARE ISLE OF SKYE IV51 9EH 202296 THE TERRACE, KILMARNOCK 16-18 TITCHFIELD STREET KILMARNOCK KA1 1QW 202267 CAVERN, RIVERGATE CENTRE UNIT 10 IRVINE KA12 8EH 202274 KEYS, IRVINE 142 HARBOUR STREET IRVINE KA12 8PZ 202285 STAG & HOUND, KILWINNING 1 HOWGATE KILWINNING KA13 6EN 202284 WINDY HA, SALTCOATS 31 BRADSHAW STREET SALTCOATS KA21 5HQ 202282 TOBY’S BAR, LARGS 68 GAOLLOWAY STREET LARGS KA30 8LZ 202287 BURNBANK HOTEL, ALLOWAY 49 MAYBOLE STREET AYR KA7 4SF 201305 FIGHTING COCKS, KINGSTON UPON 56 LONDON ROAD SURREY KT 2 6QA 300162 WAGGON & HORSES, ADDLESTONE 43 SIMPLEMARSH ROAD SURREY KT15 1QH 201304 CASTLE, CHERTSEY 1 FORDWATER ROAD SURREY KT16 8HN 896459 RISING SUN, EPSOM 14 HEATHCOTE ROAD EPSOM KT18 5DX 588376 PHOENIX, KINGDOM CENTRE 1 CARRICK GATE KINGDOM CENTRE KY 7 5NT 122947 EAST NEUK HOTEL, CRAIL 67 HIGH STREET NORTH ANSTRUTHER KY10 2PL 201575 CASTLE, LIVERPOOL 260 VAUXHALL ROAD LIVERPOOL L 5 8TZ 202200 WILLOWBANK, ANFIELD 1 TOWNSEND LANE LIVERPOOL L 6 0AX 200584 FAIRFIELD ARMS, LIVERPOOL 130 PRESCOT ROAD LIVERPOOL L 7 0JB 201979 QUEEN INN, ORMSKIRK 81 AUGHTON STREET LANCASHIRE L 39 3BN 896404 WINDERMERE, LIVERPOOL 259 BRECK ROAD LIVERPOOL L 5 6PU 202763 GLOBE, LIVERPOOL 17 CASES STREET LIVERPOOL L1 1HW 202795 GRAPES, LIVERPOOL 60 ROSCOE STREET LIVERPOOL L1 9BW 203273 ROYAL OAK, LIVERPOOL MUIRHEAD AVENUE LIVERPOOL L11 1EP 202812 GREYHOUND, LIVERPOOL 343 EAST PRESCOT ROAD LIVERPOOL L14 2DD 202959 LORD NELSON, LIVERPOOL 146 EAST PRESCOT ROAD LIVERPOOL L14 5ND 203579 WHEATSHEAF, LIVERPOOL 186 EAST PRESCOT ROAD LIVERPOOL L14 5NG 203289 SALISBURY HOTEL, LIVERPOOL 31/33 LAWRENCE ROAD LIVERPOOL L15 0EE 203131 PRINCE ALFRED VAULTS, WAVERTRE 77 HIGH STREET LIVERPOOL L15 8HF 203082 PALATINE HOTEL, GARSTON 1 ISLAND ROAD LIVERPOOL L19 1RL 202752 GEORGE, GARSTON 28 ST MARYS ROAD LIVERPOOL L19 2JD 202642 DEALERS ARMS, GARSTON 79-81 ST MARYS ROAD LIVERPOOL L19 2NL 203177 RAILWAY, LIVERPOOL 18 TITHEBARN STREET LIVERPOOL L2 2DT 202683 EXCELSIOR, LIVERPOOL 121-123 DALE STREET LIVERPOOL L2 2JH 202595 COOKSON’S BRIDGE, LITHERLAND GORSEY LANE LITHERLAND L21 0EJ 202974 MARINE, WATERLOO 3/5 SOUTH ROAD LIVERPOOL L22 5PE 203549 VOLUNTEER CANTEEN, WATERLOO 45 EAST STREET LIVERPOOL L22 8QR 202484 BRIDGE INN, GATEACRE CHILDWALL VALLEY RD GATEACRE L25 2PL 202541 CATS WHISKERS, LIVERPOOL HARTBOURNE AVENUE LIVERPOOL L25 2RY 203601 WHITE HORSE, WOOLTON 2 ACREFIELD ROAD LIVERPOOL L25 5JL 203537 VICTORIA, WOOLTON 13 QUARRY STREET LIVERPOOL L25 6EY 202607 COUNTY COURT, WOOLTON 101/3 QUARRY STREET LIVERPOOL L25 6HB 202648 DERBY ARMS, WOOLTON 162-164 ALLERTON ROAD LIVERPOOL L25 7RH 202744 GARDENERS ARMS, WOOLTON 103 VALE ROAD LIVERPOOL L25 7RW 203105 PIPE & GANNEX, KNOWLSLEY SUGAR LANE MERSEYSIDE L34 0EW 203453 SUN INN, PRESCOT 11 DERBY STREET MERSEYSIDE L34 3LE 203498 TOMMY HALLS (HARE/HOUNDS), PRE 10 WARRINGTON ROAD MANCHESTER L34 5RB 202891 BATH SPRINGS, PRESCOT 103 KEMBLE STREET LIVERPOOL L34 5SG

408 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300323 HORSESHOE, LIVERPOOL WINDY ARBOUR ROAD LIVERPOOL L35 3PA 202865 HOLT, RAINHILL 285 WARRINGTON ROAD PRESCOT L35 8LA 203246 ROCKET, RAINHILL 474 WARRINGTON ROAD PRESCOT L35 9JE 202802 GREEN DRAGON HOTEL, WHISTON DRAGON LANE PRESCOT L352 UF 203146 QUARRY INN, HUYTON POTTERY LANE LIVERPOOL L36 6HJ 203639 YEW TREE, ORMSKIRK GRIMSHAW LANE LANCS L39 1PD 122233 BRIDGE INN, LIVERPOOL UTTING AVENUE LIVERPOOL L4 2BJ 891526 RICHMOND ARMS, LIVERPOOL 78 BRECK ROAD LIVERPOOL L4 2RB 202938 LEIGH ARMS, LIVERPOOL 4 CHIRKDALE STREET LIVERPOOL L4 3QP 203156 QUEENS ARMS, LIVERPOOL 202 WALTON ROAD LIVERPOOL L4 4BB 202679 ELM TREE, LIVERPOOL 216 WESTMINSTER ROAD LIVERPOOL L4 4LZ 202386 ANFIELD, WALTON 37 CHURCH ROAD LIVERPOOL L4 5TX 203500 TOP HOUSE, LIVERPOOL 122 WALTON VILLAGE LIVERPOOL L4 6TN 202433 BLACK BULL, MAWDESLEY HALL LANE ORMSKIRK L40 2QY 203263 ROYAL COACHING HOUSE, BURSCOUG LIVERPOOL ROAD NORTH ORMSKIRK L40 4BY 202507 BULL & DOG, BURSCOUGH LIVERPOOL ROAD SOUTH ORMSKIRK L40 7SS 202643 DELL, PRENTON PRENTON HALL ROAD BIRKENHEAD L43 3AE 202820 GROVE, LIVERPOOL 145 BRECKFIELD NORTH ROAD LIVERPOOL L5 4QT 202925 LADY HAMILTON, NESTON HENLEY ROAD SOUTH WIRRAL L64 0SG 202903 KENSINGTON, LIVERPOOL 189 KENSINGTON LIVERPOOL L7 2RF 202528 CALEDONIA, LIVERPOOL 22 CALEDONIA STREET LIVERPOOL L7 7DX 202472 BREEZE, WALTON 66 LANCASTER STREET LIVERPOOL L9 1BQ 203114 PLOUGH INN, LIVERPOOL 172 RICE LANE LIVERPOOL L9 1DG 202635 CUCKOO HOTEL, ORRELL PARK 123 MOSS LANE LIVERPOOL L9 8AQ 201679 GEORGE & DRAGON, LANCASTER ST GEORGES QUAY LANCASTER LA 1 1RB 201461 PALATINE HOTEL, MORECOMBE THE CRESCENT LANCS LA 4 5BZ 201744 COAST, MORECAMBE QUEEN STREET LANCASHIRE LA 4 5EG 201572 CARNFORTH HOTEL, CARNFORTH MAIN A6 ROAD LANCASHIRE LA 5 9LD 201879 MALT SHOVEL INN, WARTON MAIN STREET CARNFORTH LA 5 9PG 201565 BULLS HEAD, MILNTHORPE BEETHAM ROAD CUMBRIA LA 7 7QL 201720 HARE & HOUNDS, KENDAL LEVENS CUMBRIA LA 8 8PN 201855 DUKE WILLIAM, STAVELEY 63 MAIN STREET KENDAL LA 8 9LN 201957 PHOENIX, KENDAL STRAMONGATE CUMBRIA LA 9 4BD 201918 NEW INN, KENDAL HIGHGATE CUMBRIA LA 9 4HE 202012 RIFLEMANS ARMS, KENDAL GREENSIDE CUMBRIA LA 9 4LD 201933 ODDFELLOWS ARMS, KENDAL BURNSIDE ROAD CUMBRIA LA 9 4RL 202013 RING O BELLS, KENDAL KIRKLAND CUMBRIA LA 9 5AF 201593 COCK & DOLPHIN, KENDAL MILNTHORPE ROAD CUMBRIA LA 9 5AS 201638 DUKE OF CUMBERLAND, KENDAL APPLEBY ROAD CUMBRIA LA 9 6ES 200583 ENGINE INN, GRANGE OVER SANDS CARK IN CARMEL CUMBRIA LA11 7NZ 122934 KINGS CAFE BAR, ULVERSTON 15 QUEEN STREET CUMBRIA LA12 7AF 201429 FRIARS HOTEL, BARROW IN FURNES FRIARS LANE CUMBRIA LA13 9NT 201394 BARROW ARMS, BARROW IN FURNESS CAVENDISH STREET CUMBRIA LA14 1PZ 200588 BAR CAIRO, BARROW 58 DUKE STREET BARROW LA14 1RX 200599 PERISCOPE, WALNCY ISLAND MILL LANE BARROW LA14 3XY 203107 PLOUGH, GALGATE MAIN ROAD NR LANCASTER LA2 0LQ 202857 HEST BANK LANE, LANCASTER 2 HEST BANK LANCASTER LA2 6DN 202405 BATH HOTEL, MORECAMBE 5-7 NORTHUMBERLAND STREET LANCASHIRE LA4 4AU 203028 NEW INN, MORECAMBE 2 POULTON SQUARE MORECAMBE LA4 5PZ 203035 NIBS, WARTON MILLHEAD CARNFORTH LANCS LA5 9DR 114814 CANAL TURN, CARNFORTH LANCASTER ROAD LANCASTER LA5 9EE 201990 QUEENS HOTEL, CARNFORTH MARKET STREET LANCASHIRE LA5 9JX 203315 SHOVEL INN, CARNFORTH NORTH ROAD LANCS LA5 9NA 201640 DUN HORSE, KENDAL STRAMONGATE CUMBRIA LA9 4BH 113565 LLANERCH INN, LLANDRINDOD HIGH STREET POWYS LD1 6BG 200472 FORESTERS ARMS, LEICESTER FROG ISLAND LEICESTER LE 3 5AG 201064 RIFLE BUTTS, LEICESTER 29 NOTTINGHAM ROAD LEICS LE 5 3TT 201068 WHEEL INN, REARSBY LEIC 1770 MELTON ROAD LEICS LE 7 4YS 201056 BULLS HEAD, COUNTESTHORPE LEI 13 MAIN STREET LEICS. LE 8 5QX 201065 RAILWAY, COUNTESTHORPE LEICES 128 STATION ROAD LEICS LE 8 5TD

409 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203272 ROYAL OAK, LEICESTER BELGRAVE GATE LEICESTER LE1 3GR 202470 BOWLTURNERS ARMS, LEICESTER BELGRAVE GATE LEICESTER LE1 3HS 203558 WARWICK ARMS, LOUGHBOROUGH WARWICK WAY LEICESTER LE11 4UG 203611 WHITE LION, LOUGHBOROUGH REMPSTONE LEICS LE12 6RH 202331 KING WILLIAM, MOUNTSORREL 154 LEICESTER ROAD LOUGHBOROUGH LE12 7DE 201062 HORSE & TRUMPET, SILEBY 4 BARROW ROAD LOUGHBOROUGH LE12 7LP 201069 WHITE HART INN, QUORN 32 HIGH STREET LEICS LE12 8DT 201067 TRAP, BARROW-ON-SOAR LEICESTER NORTH STREET LEICS LE12 8QA 202313 BLUE BALL, SHEPSHED 16 MARKET PLACE LOUGHBOROUGH LE12 9RT 201061 GRAPES INN, MELTON MOWBRAY LEI 19 MARKET PLACE LEICS LE13 1XD 201058 BERKELEY ARMS, MELTON MOWBRAY WYMONDHAM MELTON MOWBRAY LE14 2AG 202037 ROYAL OAK, GREAT DALBY CHURCH STREET MELTON MOWBRAY LE14 3LB 200474 RUTLAND ANGLER, OAKHAM MILL ST LEICS LE15 6EA 200477 WHEATSHEAF, OAKHAM GREETHAM LEICS LE15 7NP 200471 BOOT & SHOE, OAKHAM SOUTH LUFFENHAM LEICS LE15 8NX 200479 WAGGON & HORSES, UPPINGHAM 64 HIGH STREET OAKHAM LE15 9PZ LEICESTERSHIR 200473 RED LION, GREAT BOWDEN 5 MAIN STREET MARKET LE16 7HB HARBOROUGH 200476 SUN, GREAT EASTON MARKET HAR 6 CROSS BANK LEICESTERSHIRE LE16 8SR 203065 OLD ROYAL OAK, BITTESWELL VALLEY LANE LEICESTERSHIRE LE17 4SA 202969 MAN AT ARMS, NR LUTTERWORTH BITTESWELL HARBOROUGH LEICS LE17 4SB 300329 MERRIE MONK, DUNTON BASSETT 38 STATION ROAD LUTTERWORTH LE17 5LQ 201059 CHEQUERS, SWINFORD HIGH STREET LEICS. LE17 6BL 200475 SWAN, NORTH KILWORTH STATION ROAD LUTTERWORTH LE17 6EP 202790 GRAND HOTEL, SOUTH WIGSTON CANAL STREET LEICESTER LE18 4PL 300271 NAGS HEAD, LEICESTER 41 CROSS STREET LEICESTER LE19 5NJ 202357 TREES, BIRSTALL 104 STONEHILL AVENUE LEICESTER LE4 4JD 300276 TALBOT, LEICESTER 4 THURCASTON ROAD LEICESTER LE4 5PF 203629 WOOLPACK INN, LEICESTER CATHERINE STREET LEICESTER LE4 6EP 300270 MAYFLOWER, LEICESTER 1 OCEAN ROAD LEICESTER LE5 2EH 300268 LANCASTER ARMS, LEICESTER 234 GREEN LANE ROAD LEICESTER LE5 4PA 203541 VICTORIA HOTEL, COALVILLE WHITWICK ROAD LEICS LE67 3FA 201063 MAN WITHIN COMPASS, WHITWICK LOUGHBOROUGH ROAD LEICS LE67 5AS 202400 BAKERS ARMS, SYSTON 1257 MELTON ROAD LEICESTER LE7 2JT 300338 FRANCIS ARMS, STONEY STANTON 42 HUNCOTE ROAD LEICESTERSHIRE LE9 4DG 202348 PLOUGH, EARL SHILTON 23 CHURCH STREET LEICS LE9 7DA 300333 ROLLERS ARMS, SOUTHSEA HIGH STREET WREXHAM LL11 5PB 201438 GREDINGTON ARMS, HOLT CROSS STREET WREXHAM LL12 7HA 202816 GRIFFIN INN, GRESFORD CHURCH GREEN WREXHAM LL12 8RG 203213 RED LION, HOPE HAWARDEN ROAD WREXHAM LL12 9NG 300332 PLOUGH, RHOSYMEDRE PARK ROAD WREXHAM LL14 3EF 113575 HAND HOTEL, CHIRK CHURCH STREET CHIRK LL14 5EY 203633 WYNNSTAY ARMS, RUTHIN WELL STREET CLWYD LL15 1AN 202192 WHITE HORSE, CLWYD LLANFAIRDYFFRYN WALES LL15 2RU 201620 CROWN HOTEL, DENBIGH CROWN SQUARE CLWYD LL16 3AA 202868 HOPE & ANCHOR, DENBIGH 94 VALE STREET CLWYD LL16 3BW 201888 MASONS ARMS, DENBIGH RHYL ROAD CLWYD LL16 3DT 201939 OLD VAULTS, DENBIGH 40/42 HIGH ST CLWYD LL16 3RY 203607 WHITE LION, DENBIGH BACK ROW LANE CLWYD LL16 3TE 203509 TREFNANT HOTEL, TREFNANT DENBIGH ROAD DENBIGH LL16 5UG 126117 BRYN DINAS HOTEL, ST ASAPH CHESTER STREET ST ASAPH LL17 0RE 203454 SUN INN, RHYL WELLINGTON ROAD CLWYD LL18 1LP 203275 ROYAL OAK, RHYL 159 - 161 WELLINGTON ROAD CLWYD LL18 1LW 202698 FERRY HOTEL, KINMEL BAY FORYD ROAD RHYL LL18 5AR 202632 CROWN INN, RHYL TRELAWYNYD CLWYD LL18 6DN 202843 HARP, ABERGELE MARKET STREET CLWYD LL22 7AF 300307 YACHT PENSARN, ABERGELE 1 MARINE ROAD ABERGELE LL22 7PR 203297 SEAGULL ARMS, TOWYN TOWYN ROAD ABERGELE LL22 9EN 203572 WENDOVER, ABERGELE TOWYN ABERGELE LL22 9LL

410 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 113470 PONT Y PAIR, BETWS Y COED HOLYHEAD ROAD BETWS Y COED LL24 0BN 201071 GWYDYR HOTEL, DOLWYDDELAN HIGH STREET A470 GWYNEDD LL25 0EJ 203116 PLOUGH INN, OLD COLWYN 282 ABERGELE ROAD CLWYD LL29 9LN 402328 MAGGIE MURPHYS, TYWYN HILL PENTYWYN ROAD TYWYN LL31 9TH HILL,DEGANWY 201070 COMMERCIAL HOTEL, BLAENAU FFES CHURCH STREET GWYNEDD LL41 3HD 202504 BRYNHIR ARMS, CRICCIETH HIGH STREET CAERNARVON LL52 0BT 300461 WHITEHALL, PWLLHEI GAOL STREET PWLLHEI LL53 5RG 201072 SPORTSMAN HOTEL, NEFYN NR PWL HIGH STREET GWYNEDD LL53 6HD 203532 VICTORIA, PEN-Y-GROES SNOWDON STREET PEN-Y-GROES LL54 6NG 202771 GOAT, PEN-Y-GROES STATION ROAD GWYNEDD LL54 6NW 202372 ALBERT INN, CAERNARVON SEGONTIUM TERRACE GWYNEDD LL55 2PN 203635 YE OLD VAULTS, BANGOR 334 HIGH STREET GWYNEDD LL57 1YA 202919 KING’S HEAD HOTEL, BETHESDA HIGH STREET BANGOR LL57 3AN 203527 VICTORIA, BETHESDA HIGH STREET BANGOR LL57 3AN 203267 ROYAL OAK, BETHESDA LLANLLECHID BANGOR LL57 3EE 202955 LIVERPOOL ARMS, MENAI BRIDGE ST GEORGES PIER ANGLESEY LL59 5EY 203004 MOSTYN ARMS, MENAI BRIDGE ST GEORGES ROAD ANGLESEY LL59 5EY 203094 PENRHOS ARMS, ANGLESEY LLANFAIR P.G. GWYNEDD LL61 5YQ 300304 GROESLON HOTEL, ANGELSEY BRYNSIENCYN ANGLESEY LL61 6TU 203137 PRINCE OF WALES, HOLYHEAD LONDON ROAD ANGELESEY LL65 2RA 202884 IORWERTH ARMS, HOLYHEAD BRYNGWRAN ANGLESEY LL65 3PP 202953 LIVERPOOL ARMS, ANGLESEY MACHINE STREET GWYNEDD LL68 9HA 202511 BULL INN, ANGLESEY PENTRAETH GWYNEDD LL75 8LJ 202976 MARKET VAULTS, LLANGEFNI HIGH STREET ANGLESEY LL77 7LR 201875 LORD TENNYSON, LINCOLN 72 RASEN LANE LINCOLN LN 1 3HD 200176 WAGGON & HORSES, LINCOLN 169 BURTON ROAD LINCOLN LN 1 3LW 201874 LORD NELSON, DUNHOLME MARKET RASIN ROAD LINCOLN LN 2 3QR 202093 STAR & GARTER, METHERINGHAM PRINCESS STREET LINCOLN LN 4 3BX 202007 RED LION, DIGBY CHURCH STREET LINCOLN LN 4 3LY 200149 BELL INN, COLEBY FAR LANE LINCOLN LN 5 0AH 200480 KINGS HEAD, LINCOLN NAVENBY LINCOLN LN 5 0EE 202332 LARK, LINCOLN 135 NEWPORT LINCOLN LN1 3DZ 300380 MALL, WOODHALL SPA STATION ROAD LINCOLNSHIRE LN10 6QL 116553 AXE & CLEAVER, NTH SOMERCOATES KEELING STREET NTH SOMERCOATES LN11 7PR 123342 BAY HORSE, NORTH SOMERCOATES KEELING STREET LOUTH LN11 7QN 202140 TURKS HEAD, LOUTH 1 ASWELL STREET LOUTH LN11 9BA 300318 BARDS, BARDNEY 2 WRAGBY ROAD LINCOLNSHIRE LN3 5XE 203516 TURKS HEAD, HEIGHINGTON HIGH STREET LINCOLN LN4 1RG 300314 BLACKSMITHS ARMS, LINCOLN GRANTHAM ROAD LINCOLN LN4 2NA 202444 BLACK SWAN, HORNCASTLE SOUTH STREET LINCS LN9 6EF 700900 CHEMIC TAVERN, LEEDS 9 JOHNSON STREET LEEDS LS 6 2NG 201989 QUEEN’S HOTEL, STORTON WAKEFIELD ROAD LEEDS LS10 1SF 201074 WHITE ROSE, LEEDS TONG ROAD WEST YORKS LS12 1HQ 200160 HARK TO ROVER, LEEDS 16 SPEN LANE WEST YORKSHIRE LS16 5EN 202109 SWAN INN, BRAMHAM TOWNHILL NR. LEEDS LS23 6QQ 200153 BOOT & SHOE, TADCASTER BARKSTON ASH TADCASTER LS24 9PR 201980 QUEEN O’TOWD THATCH, SOUTH MIL 101 HIGH STREET VIA LEEDS LS25 5AQ 201554 BRITISH OAK, ROTHWELL MARSH STREET LEEDS LS26 0AG 300311 TWO POINTERS, WOODLESFORD 69 CHURCH STREET LEEDS LS26 8RE 202034 ROYAL OAK, METHLEY LEEDS ROAD METHLEY LS26 9EP 200821 ARKLE, MORLEY SPRINGFIELD AVENUE LEEDS LS27 9PP 201073 RAILWAY, PUDSEY LITTLEMOOR ROAD WEST YORKS LS28 8AF 200560 CROWN, ADDINGHAM MAIN STREET ILKLEY LS29 0NS 904080 SLIP INN, LEEDS TEMPLE VIEW GROVE LEEDS LS9 9LH 201080 HARROW, LOWER WOODSIDE 80 WOODSIDE ROAD NR LUTON LU 1 4DQ 201075 BELL, EDLESBOROUGH CHURCH END NR DUNSTABLE BEDS LU 6 2EP 201079 BOOT, SOULBURY LEIGHTON BUZZA 51 HIGH ROAD BEDS LU 7 0BT 201082 SPORTSMANS ARMS, WING NR. LEIG 45 LITTLEWORTH BEDS LU 7 0JX 201083 THREE HORSESHOES, CHEDDINGTON 13 MENTMORE RD BEDS LU 7 0SD

411 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300257 WELLINGTON, LUTON 58 WELLINGTON STREET LUTON LU1 2QH 202704 VINE, LUTON 89 CASTLE STREET BEDFORDSHIRE LU1 3AJ 300252 BRITANNIA, LUTON 157 BISCOT ROAD LUTON LU3 1AW 300258 WHEATSHEAF, LUTON 184 BISHOPSCOTE STREET LUTON LU3 1PE 300255 KINGSWAY ARMS, LUTON 77 KINGSWAY ROAD LUTON LU4 6EH 202545 CHALK HILL, DUNSTABLE WATLING STREET BEDFORDSHIRE LU6 1RS 201076 BELL, STUDHAM DUNSTABLE ROAD BEDS LU6 2QG 201081 RED LION, LEIGHTON BUZZARD 1 NORTH ST BEDS LU7 1EF 201077 BUCKINGHAM ARMS, LINSLADE 92 OLD ROAD LEIGHTON BUZZARD LU7 2RB BEDS 202121 THREE LEGS OF MAN, MANCHESTER STRETFORD ROAD MANCHESTER M 15 4AE 201935 OLD ABBEY, GREENHEYS 61 PENCROFT WAY MANCHESTER M 15 6JJ 201715 HAMLET, GORTON 241 ABBEY HEY LANE MANCHESTER M 18 8XL 200601 RAILWAY, MIDDLETON 54 TOWNLEY STREET GTR MANCHESTER M 24 1BT 201739 HORSESHOE, RADCLIFFE 69 BLACKBURN ST GREATER M261WG MANCHESTER 202063 SHIP CANAL, ECCLES 85 BARTON LANE MANCHESTER M 30 0EY 202128 TOWN HALL, ECCLES 106 CHURCH STREET MANCHESTER M 30 0LH 200609 WELLINGTON, PATRICROFT 37 WORSLEY ROAD ECCLES M 30 8PB 201086 STUMBLE INN, LITTLE HULTON 212 CLEGGS LANE WALKDEN M389RQ MANCHESTER 201682 KIPPAX, NEWTON HEATH 65 GRIMSHAW LANE MANCHESTER M 40 2AX 114207 MOUNTAIN DEW, ATHERTON 23 MARKET STREET ATHERTON M 46 0DW 200574 BLUE BELL, ATHERTON BOLTON ROAD MANCHESTER M 46 9JZ 203081 PADDY’S GOOSE, MANCHESTER 29 BLOOM STREET MANCHESTER M1 3JE 122974 STRAWBERRY DUCK, CLAYTON CLAYTON MANCHESTER M11 4GU 202690 FARMERS ARMS, LONGSIGHT 812 STOCKPORT ROAD NR LEVEVSHULME M12 4QL 202989 MIDWAY, LONGSIGHT 703 STOCKPORT ROAD LEVENSHULME M12 4QN 202469 BOWLING GREEN, CHORLTON-ON-MED 3 GRAFTON STREET MANCHESTER M13 9NZ 203566 WELCOME, RUSHOLME 26/30 RUSHOLME GROVE MANCHESTER M14 5AR 203058 OLD HOUSE AT HOME, FALLOWFIELD 74/76 BRAEMAR ROAD MANCHESTER M14 6PG 202788 GORTON MOUNT, GORTON 187 MOUNT ROAD MANCHSTER M18 7GG 203268 ROYAL OAK, GORTON 114 CROSS LANE MANCHESTER M18 8NZ 202839 HARE & HOUNDS, GORTON 187 ABBEY HEY LANE MANCHESTER M18 8TN 203528 VICTORIA, BURNAGE 196 BURNAGE LANE MANCHESTER M19 1FL 203120 POLYGON, LEVENSHULME 293 BARLOW RD MANCHESTER M19 3HQ 203236 RISING SUN, MANCHESTER 22 QUEEN STREET MANCHESTER M2 5HX 203007 MR THOMAS’ CHOP HOUSE, MANCHES 52 CROSS STREET MANCHESTER M2 7AR 202605 COTTON TREE INN, MANCHESTER 2/6 COTTON HILL MANCHESTER M20 4XR 202631 CROWN INN, NORTHENDEN 19 FORD LANE MANCHESTER M22 4WE 203638 YEW TREE, NORTHERN MOOR YEW TREE LANE MANCHESTER M23 0FF 203529 VICTORIA, MIDDLETON 252 GRIMSHAW LANE MANCHESTER M24 2AL 202894 JOINERS ARMS, MIDDLETON 37 CROSS STREET MANCHESTER M24 4AJ 202377 ALBION INN, MIDDLETON 25 WOOD ST MIDDLETON M24 4BN 202743 GARDENERS ARMS, MIDDLETON 644 MANCHESTER OLD ROAD MIDDLETON M24 4PW 202799 GRAPES INN, PRESTWICH 459 BURY NEW ROAD MANCHESTER M25 1AF 203085 PARKSIDE, PRESTWICH 281 BURY OLD ROAD MANCHESTER M25 1JA 203565 WEAVERS ARMS, SWINTON 35 SWINTON HALL ROAD SWINTON M27 4BL 202695 FARMERS ARMS, SWINTON 162 MANCHESTER RD MANCHESTER M27 5TP 203149 QUEENS ARMS, BOOTHSTOWN CHADDOCK LANE WORSLEY M28 1DN 203049 OLD BOATHOUSE, ASTLEY HIGH GREEN LANE MANCHESTER M29 7JB 203057 OLD GRAPES, LITTLE QUAY ST SUNLIGHT HOUSE MANCHESTER M3 3JU 202703 FINN MCCOULS (FOX VAULTS), ECC 41 CHURCH STREET MANCHESTER M30 0BJ 203043 ODDFELLOWS ARMS, ECCLES 48 CHURCH STREET MANCHESTER M30 0DF 202655 DOG & PARTRIDGE, ECCLES 221 CHURCH STREET MANCHESTER M30 0LY 203044 ODDFELLOWS ARMS, PATRICROFT 303/7 LIVERPOOL ROAD ECCLES M30 0QN 203159 QUEENS ARMS, PATRICROFT GREEN LANE ECCLES M30 0SH 202669 DUTTON ARMS, PATRICROFT 56 BARTON RD ECCLES M30 7AE 203244 ROCK HOUSE, BARTON 40 PEEL GREEN ROAD ECCLES M30 7AY 202492 BRIDGEWATER PACKET, PATRICROFT 321 LIVERPOOL RD ECCLES M30 8GF

412 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202675 EGERTON ARMS, WINTON 363 WORSLEY ROAD ECCLES M30 8HU 202881 HUNTSMAN, CATERICK AVENUE FIRS WAY SALE M33 4GQ 203148 QUEENS ARMS, AUDENSHAW 72 GUIDE LANE MANCHESTER M34 5HA 202532 CARTERS ARMS, DENTON 209 STOCKPORT ROAD MANCHESTER M34 6AQ 203178 RAILWAY, NEWTON HEATH 54 BERRY BROW CLAYTON BRIDGE M40 1GG MANCHESTER 203465 SWAN HOTEL, COLLYHURST 115 HAMMERTON ROAD MANCHESTER M40 7RF 202493 TFI MAMBO’S, URMSTON 19-21 FLIXTON ROAD MANCHESTER M41 5AW 203176 RAILWAY, IRLAM 600 LIVERPOOL ROAD MANCHESTER M44 5AA 203106 PLOUGH, CADISHEAD 152 LIVERPOOL ROAD MANCHESTER M44 5DD 203059 OLD NAGS HEAD, IRLAM 84 LIVERPOOL ROAD MANCHESTER M44 5FF 300278 SHIP, IRLAM 538 LIVERPOOL ROAD MANCHESTER M44 6AJ 202897 JOLLY NAILOR, ATHERTON 20 MARKET STREET MANCHESTER M46 0DN 200587 GREY MARE, SALFORD 386-388 ECCLES NEW ROAD MANCHESTER M5 5ED 202380 ALLIANCE, MIDDLETON 1049 ROCHDALE ROAD MIDDLETON M9 8AJ 201089 PIER HOTEL, NR ROCHESTER UPNOR KENT ME 2 4XA 201090 SIR JOHN FALSTAFF, HIGHAM GRAVESEND ROAD KENT ME 3 7NZ 200556 WOOLPACK, SITTINGBOURNE IWADE KENT ME 9 8SH 300296 QUEEN PHILIPPA, KENT HIGH STREET ISLE OF SHEPPEY ME11 5AQ 201088 HARPS INN, ISLE OF SHEPPEY MINSTER KENT ME12 3NR 300282 CANOPUS, ROCHESTER COOKHAM HILL ROAD ROCHESTER ME13 3NJ 300286 CONCORDE, RAINHAM 120 WAKELY ROAD KENT ME8 8NW 201092 CHEQUERS, FENNY STRATFORD 48 WATLING STREET NR MILTON KEYNES MK 2 2BY 201101 RED LION, BLETCHLEY MILTO 11 LOCK VIEW LANE BLETCHLEY MILTON MK1 1BA KEY 905027 CHEQUERS, NORTH CRAWLEY 24 HIGH STREET NORTH CRAWLEY MK16 9LH 201095 DOLPHIN, STOKE HAMMOND LEIGHTON ROAD MILTON KEYNES MK17 9BB 201099 PHOENIX, STEEPLE CLAYDON 11 QUEEN CATHERINE ROAD BUCKS MK18 2PZ 201097 NAGS HEAD, WINSLOW BUCK 39 SHEEP STREET WINSLOW MK18 3HL BUCKINGHAM 201100 QUEENS HEAD, CHACKMORE BU MAIN STREET CHACKMORE MK18 5JF BUCKINGHAM 200483 SWAN, OLD STRATFORD LONDON ROAD MILTON KEYNES MK19 6AE 201096 FOX & HOUNDS, DEANSHANGER 71 HIGH STREET MILTON KEYNES MK19 6HR 202751 GEORGE, BLETCHLEY 16 BUCKINGHAM ROAD BUCKS MK3 5HL 300254 ENGINE & TENDER, BEDFORD 93 MIDLAND ROAD BEDFORD MK42 1BZ 202376 ALBION ARMS, AMPTHILL 36 DUNSTABLE ROAD BEDS. MK45 2JT 200632 CHEERS BAR, BELLSHILL 138 MOTHERWELL ROAD GLASGOW ML 4 2LB 202269 CHERRY TREE, WISHAW 259 METHERTON ROAD WISHAW ML2 0BD 202272 IMPERIAL, WISHAW 121 MAIN STREET WISHAW ML2 7AU 202293 BRADLEYS, 204 HILLHOUSE ROAD 204 HILLHOUSE ROAD HAMILTON ML3 9NS 202235 ALHAMBRA, BELLSHILL 202 MAIN STREET BELLSHILL ML4 1AB 202236 ARGYLL BAR, COATBRIDGE 93 MAIN STREET COATBRIDGE ML5 3EL 122932 KIRKSTYLE INN, GLENMAVIS 192 COATBRIDGE ROAD AIRDRIE ML6 0NL 202253 WHITELAWS, AIRDRIE 17-19 SOUTH BRIDGE STREET AIRDRIE ML6 6JQ 129313 WEE THACKIT, CARLUKE 5 HIGH STREET CARLUKE ML8 4AL 201104 FLORENCE TAVERN, ISLINGTON 50 FLORENCE STREET LONDON N 1 1QY 201105 PRINCE OF WALES, ISLINGTON 1A SUDELEY STREET LONDON N 1 8HP 200487 GUNNERS, HIGHBURY 204 BLACKSTOCK ROAD LONDON N 5 1EN 201106 LEIGHTON ARMS, LONDON 101 BRECKNOCK ROAD LONDON N 7 0DA 200484 COACH & HORSES, STOKE NEWINGTO 178 HIGH STREET LONDON N16 N 16 7JL 896437 PITCH & PINT, EDMONTON 269 HERTFORD ROAD EDMONTON N 9 7ES 203335 SPOONS, MUSWELL HILL 89 COLNEY HATCH LANE LONDON N10 1LR 202772 GOAT, TOTTENHAM 414-416 WEST GREEN ROAD LONDON N15 3PU 202668 DUTCH HOUSE, TOTTENHAM 148/150 HIGH ROAD LONDON N15 6UJ 203491 THREE CROWNS, EDMONTON 164 FORE STREET EDMONTON N18 2JB 202936 LANDSEER, LONDON 37 LANDSEER ROAD LONDON N19 4JU 203070 GOOD INTENT, HOLLOWAY 52 WEDMORE STREET LONDON N19 4RQ 203258 ROSES ALE HOUSE, LONDON 385 ARCHWAY LONDON N6 4ER 202111 TANNERS ARMS, NEWCASTLE CRAWHILL ROAD NEWCASTLE NE 1 2NS

413 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201309 STOUT FIDDLER, NEWCASTLE UPON 132 NEW BRIDGE STREET TYNE & WEAR NE 1 2SZ 201109 ROCKIES, NEWCASTLE 78 SCOTSWOOD ROAD TYNE & WEAR NE 4 7JH 812727 CHILLINGHAM ARMS, HEATON NEWC CHILLINGHAM ROAD HEATON NEWCASTLE NE 6 5XL UPON TYN 201619 CROWN, GATESHEAD COATSWORTH ROAD TYNE & WEAR NE 8 1QL 201686 GLOBE, GATESHEAD 139 OLD DURHAM ROAD TYNE & WEAR NE 8 3TR 201509 AZURE BLUE, GATESHEAD 100 EASTBOURNE AVENUE GATESHEAD NE 8 4NG 202062 SHIP, EIGHTON BANKS THE MOUNT GATESHEAD NE 9 7YB 300325 STATION, NEWCASTLE KILLINGWORTH DRIVE NEWCASTLE NE12 6RA 300381 COACH INN, NEWCASTLE KILLINGWORTH DRIVE NEWCASTLE NE12 7BR 201656 FLYING SCOTSMAN, FOREST HALL BRIAR EDGE NEWCASTLE NE12 7JN 202158 VIKING, LONGBENTON WEST FARM AVENUE NEWCASTLE NE12 8UT 200823 WHEATSHEAF, BENTON SQUARE WHITLEY ROAD NEWCASTLE UPON NE12 9SU TYNE 202073 SIX MILE BRIDGE, SEATON BURN FRONT STREET NORTHUMBERLAND NE13 6EP 201965 GAMEKEEPER, SWALWELL WHICKHAM BANK GATESHEAD NE16 3BP 300359 HIGHLANDER, SWALWELL FRONT STREET SWALWELL NE16 3DW 202105 SUN INN, BURNOPFIELD FRONT STREET NEWCASTLE UPON NE16 6PU TYNE 300328 HUNTSMAN, BLAYDON LOUP FARM BLAYDON ON TYNE NE21 4AU 300346 BISLEY, BLAYDON 19 SHIBDON ROAD BLAYDON NE21 5AF 300358 HIGHLANDER, WINLATON WINLATON TYNE & WEAR NE21 6AF 300379 TURF, WINLANTON BACK STREET BLAYDON ON TYNE NE21 6AH 200051 BARRINGTON ARMS, BEDLINGTON VULCAN PLACE NORTHUMBERLAND NE22 5DL 201883 MARKET TAVERN, BEDLINGTON MARKET PLACE NORTHUMBERLAND NE22 5TN 202179 WHARTON ARMS, BEDLINGTON GLEBE BANK NORTHUMBERLAND NE22 6DA 201994 RAILWAY TAVERN, BEDLINGTON STATION ROAD NORTHUMBERLAND NE22 7JD 201551 BRIDGE INN, CRAMLINGTON ANNITSFORD NORTHUMBERLAND NE23 6QH 201589 CLAYTON ARMS, DUDLEY GRIEVES ROW TYNE & WEAR NE23 7PX 300382 FLYING HORSE, BLYTH 78 WATERLOO ROAD BLYTH NE24 1DG 202043 ROYAL TAVERN, BLYTH BEACONSFIELD STREET NORTHUMBERLAND NE24 2DS 202097 STEAMBOAT, BLYTH NORTHUMBERLAND ST NORTHUMBERLAND NE24 3AE 201742 ISABELLA, BLYTH SOUTHEND ROAD NORTHUMBERLAND NE24 5RW 202157 VICTORIA & ALBERT, SEATON DELA SEATON CRESCENT NORTHUMBERLAND NE25 8DG 200054 CANNON INN, EARSDON WHITLEY BA 29 FRONT STREET TYNE & WEAR NE25 9JX 202170 WATERFORD ARMS, TYNE & WEAR SEATON SLUICE TYNE & WEAR NE26 4QZ 201582 SHIP, WALLSEND 101 HIGH STREET WEST WALLSEND NE28 8JD 201108 NEVILLE HOTEL, NORTH SHIELDS RAILWAY TERRACE TYNE & WEAR NE29 6RP 300317 STANLEY ARMS, NORTH SHIELDS 3 RUDYERD STREET NORTH SHIELDS NE29 6RR 200822 PERCY ARMS, TYNEMOUTH FRONT STREET TYNE & WEAR NE30 4DX 300409 ALLISON ARMS, JARROW 31 STRAKER STREET JARROW NE32 3HF 201743 JARROW CRUSADER, JARROW WALTER STREET TYNE & WEAR NE32 3PQ 300349 BOLDON LAD, JARROW HEDWORTH LANE JARROW NE32 4LQ 200056 DOUGLAS VAULTS, SOUTH SHIELDS BARRINGTON ST TYNE & WEAR NE33 1AN 202098 STEAMBOAT, SOUTH SHIELDS MILL DAM TYNE & WEAR NE33 1EQ 200633 DOLLY PEEL, SOUTH SHIELDS 137 COMMERCIAL ROAD TYNE & WEAR NE33 1SQ 300324 SCOTIA, SOUTH SHIELDS MILE END ROAD SOUTH SHIELDS NE33 1TA 300345 BEEHIVE, SOUTH SHIELDS MILE END ROAD SOUTH SHIELDS NE33 1TF 201515 BEACON, SOUTH SHIELDS 100 GREENS PLACE TYNE & WEAR NE33 2AQ 201522 BIZZ BAR, SOUTH SHIELDS OCEAN ROAD TYNE & WEAR NE33 2JD 300364 PIER, SOUTH SHIELDS 140-142 OCEAN ROAD SOUTH SHIELDS NE33 2JF 300357 EUREKA HOTEL, SOUTH SHIELDS 164 FREDERICK STREET SOUTH SHIELDS NE33 5EG 300361 KENNEDYS, SOUTH SHIELDS 418 SOUTH ELDON STREET SOUTH SHIELDS NE33 5SY 300354 COLLIERY, SOUTH SHIELDS 3 STANLEY STREET SOUTH SHIELDS NE34 0BX 201863 LAKE, MARSDEN LAKE AVENUE SOUTH SHIELDS NE34 7AY 200069 SHIP INN, HARTON VILLAGE 147 SUNDERLAND ROAD SOUTH SHIELDS NE34 8DG 897212 PICKWICK ARMS, SOUTH SHIELDS 2 DICKENS AVENUE SOUTH SHIELDS NE34 9SY 202136 TRAVELLING MAN, WEST BOLDON NEWCASTLE ROAD TYNE & WEAR NE36 0BQ 201659 FORESTERS ARMS, CONCORD SPECULATION PLACE WASHINGTON NE37 2AL 201728 HAVELOCK ARMS, FATFIELD BONEMILL LANE WASHINGTON NE38 8AL

414 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200058 KEELBOAT, WASHINGTON FATFIELD TYNE & WEAR NE38 8RU 201663 FOX & HOUNDS, GREENSIDE COALBURNS RYTON NE40 4JN 201664 FOX & HOUNDS, WYLAM MAIN ROAD NORTHUMBERLAND NE41 8DL 202177 WEST WYLAM, PRUDHOE FRONT STREET NEWCASTLE NE42 5HH 201662 FOX & HOUNDS, PRUDHOE SOUTH ROAD NEWCASTLE NE42 5JT 300315 HALFWAY HOUSE, PRUDHOE FRONT STREET TYNE & WEAR NE42 6JF 200816 BLUE BELL, CORBRIDGE HILL STREET NR HEXHAM NE45 5AA 127230 DYVELS INN, CORBRIDGE STATION ROAD NORTHUMBERLAND NE45 5AY 300390 OLD TANNERY, HEXHAM GILESGATE NORTHUMBERLAND NE46 3QD 201710 HADRIAN HOTEL, HEXHAM WALL NORTHUMBERLAND NE46 4EE 201960 PLOUGH, MORPETH ELLINGTON NORTHUMBERLAND NE61 5JB 202135 TRAVELLERS REST, CHOPPINGTON SCOTLAND GATE NORTHUMBERLAND NE62 5SS 200061 LORD BARRINGTON, NORTHUMBERLAN STAKEFORD NORTHUMBERLAND NE62 5UA 201658 FORESTERS ARMS, WEST SLEEKBURN NORTHUMBERLAND NE62 5XE NORTHUMBERLAND 201718 HARBOUR, AMBLE LIME STREET NORTHUMBERLAND NE65 0AA 202175 WELLWOOD ARMS, AMBLE HIGH STREET NORTHUMBERLAND NE65 0LD 202123 THREE WHEAT HEADS, THROPTON MAIN STREET MORPETH NE65 7LR 201988 QUEENS HEAD HOTEL, ROTHBURY TOWN FOOT NORTHUMBERLAND NE65 7SR 202138 TURKS HEAD, VILLAGE GREEN HIGH STREET ROTHBURY NE65 7TE 202084 STAGS HEAD, FELTON MAIN STREET FELTON NE65 9PP 300391 TRAP, MORPETH MAIN STREET MORPETH NE65 9UT 201884 MARKET TAVERN, ALNWICK FENKLE STREET NORTHUMBERLAND NE66 1HW 201676 GEORGE, ALNWICK BONDGATE WITHIN NORTHUMBERLAND NE66 1HZ 201934 ODDFELLOWS ARMS, ALNWICK NARROWGATE NORTHUMBERLAND NE66 1JN 201959 PLOUGH, ALNWICK 20 BONDGATE WITHOUT NORTHUMBERLAND NE66 1PN 201654 FLEECE, ALNWICK BONDGATE WITHOUT NORTHUMBERLAND NE66 1PR 201749 JOLLY FISHERMAN, CRASTER 9 HAVEN HILL CRASTER NE66 3TR 201576 CASTLE HOTEL, BAMBURGH MAIN STREET NORTHUMBERLAND NE69 7BW 202048 SALMON INN, BELFORD BELFORD VILLAGE NORTHUMBERLAND NE70 7NH 202002 RED LION, HIGH STREET MARKET PLACE WOOLER NE71 6LH 201498 ANCHOR INN, WOOLER CHEVIOT STREET NORTHUMBERLAND NE71 6LN 300347 BLACK HORSE, GATESHEAD 166 KELLS LANE GATESHEAD NE9 5HY 201110 AD 2, NOTTINGHAM 74 LOWER PARLIAMENT STREET NOTTS NG 1 1EH 200571 LORD NELSON, BULWELL HEMPSHIL LANE NOTTINGHAM NG 6 8PA 201113 ZANZIBAR, HYSON GREEN NOTTI 77 RADFORD ROAD NOTTS NG 7 5DR 203290 TURF TAVERN, NOTTINGHAM UPPER PARLIAMENT STREET NOTTINGHAM NG1 2AG 202961 LORD ROBERTS, NOTTINGHAM 24 BROAD STREET NOTTINGHAM NG1 3AN 202316 CASTLE, NOTTINGHAM LOWER PARLIAMENT STREET NOTTINGHAM NG1 3DB 202779 GOLDEN FLEECE, NOTTINGHAM 105 MANSFIELD ROAD NOTTINGHAM NG1 3FN 202568 DRAGON, NOTTINGHAM LONG ROW WEST NOTTINGHAM NG1 6JE 203188 RAILWAY HOTEL, LONG EATON STATION STREET NOTTINGHAM NG10 1GJ 203361 STAR INN, GOTHAM 70 NOTTINGHAM ROAD NOTTS NG11 0HG 300371 WHITE HORSE, RUDDINGTON 60 CHURCH STREET NOTTINGHAMSHIRE NG11 6HD 203202 RED HEART, RUDDINGTON EASTHORPE STREET NOTTINGHAM NG11 6LB 200568 PLOUGH INN, CROPWELL BUTLER MAIN STREET NOTTS NG12 3AB 202905 KEYWORTH TAVERN, KEYWORTH FAIRWAY NOTTS NG12 5DW 203285 RUTLAND ARMS, BOTTESFORD 2 HIGH STREET NOTTS NG13 0AA 203580 WHEATSHEAF, BINGHAM LONGACRE NOTTINGHAM NG13 8BG 201276 ANCHOR INN, STREETHAY LIC MARQUIS OF GRANBY HOVERINGHAM NG14 7JR 202335 MASONS, HUCKNALL WATNALL ROAD NOTTINGHAM NG15 6EY 202551 CHEQUERS INN, HUCKNALL HIGH STREET NOTTS NG15 7HD 202967 MALTSHOVEL, NOTTS ANNESLEY ROAD HUCKNALL NG15 8AY 203350 STAG INN, KIMBERLEY 67 NOTTINGHAM ROAD NOTTS NG16 2NB 202360 WHITE LION, KIMBERLEY SWINGATE NOTTINGHAM NG16 2PQ 203069 OLD WINE VAULTS, NOTTS CHURCH STREET EASTWOOD NG16 3BP 202336 MILL, LANGLEY MILL 226-7 STATION ROAD NOTTS NG16 4HD 200570 WHITE LION, BRINSLEY HALL LANE NOTTINGHAM NG16 5AH 203612 WHITE LION, SELSTON 240 NOTTINGHAM ROAD NOTTS NG16 6AD 202315 CARPENTERS ARMS, MANSFIELD NEWGATE LANE NOTTS NG18 2LB

415 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 888590 LOCAL INN, MANSFIELD ARMSTRONG ROAD MANSFIELD NG19 6JR 202344 PARLIAMENT OAK, MANSFIELD WOOD CHURCH STREET NOTTS NG19 8AH 202086 STAR, MANSFIELD WOODHOUSE WARSOP ROAD NOTTINGHAM NG19 9LE 202639 DALE HOTEL, NOTTINGHAM SNEINTON DALE NOTTINGHAM NG2 4HJ 202330 KING WILLIAM, NOTTINGHAM 6 EYRE STREET NOTTINGHAM NG2 4PB 202398 BADGER, SHIREBROOK RECREATION ROAD NOTTINGHAM NG20 8JY 203307 SHERWOOD, RAINWORTH KIRKLINGTON ROAD NOTTINGHAM NG21 0LA 202329 JOLLY FRIAR, BLIDWORTH 165 DALE LANE NOTTINGHAM NG21 0SL 202353 SQUINTING CAT, CLIPSTONE MANSFIELD ROAD MANSFIELD NG21 9AB 202972 MANVERS, EDWINSTOWE WELBECK DRIVE NOTTINGHAM NG21 9PD 133104 WHEATSHEAF, LONG BENNINGTON MAIN ROAD LONG BENNINGTON NG23 5DJ 201585 CHEQUERS INN, ELSTON TOAD LANE NEWARK NG23 5NS 200167 PLOUGH INN, NEWARK NORWELL NOTTS NG23 6JN 126089 SQUARE & COMPASS, EASTGATE EASTGATE NOTTINGHAMSHIRE NG23 6RN 202339 NEW INN, NEWARK 2 WILLIAM STREET NOTTS NG24 1QS 201114 ROSE & CROWN, BALDERTON 43 MAIN STREET NOTTS NG24 3LN 202319 DUKE OF CAMBRIDGE, CARLTON ROA 1 CLARENCE STREET NOTTINGHAM NG3 2ET 203326 SMITHYS, NOTTINGHAM 292 CARLTON ROAD NOTTINGHAM NG3 2NR 203575 WESTMINSTER (WHEELTAPPERS), NO ST ANNS WELL ROAD NOTTINGHAM NG3 3JL 202422 BELLE VUE, MAPPERLEY 680 WOODBOROUGH ROAD NOTTINGHAM. NG3 5FS 203336 NEW ENGINE HOUSE, OFF PORCHEST BURGESS ROAD (OLD NOTTINGHAM NG3 6PB BRICKYARD) 202340 ODD HOUSE, GRANTHAM 4 FLETCHER STREET GRANTHAM NG31 6BP 203269 ROYAL OAK, GRANTHAM MARKET PLACE LINCS NG31 6LR 200488 MALT SHOVEL, LINCS GRANTHAM LINCS NG31 6LU 126088 HUNTINGTON TOWER ARMS, GRANTHA 93 HARLAXTON ROAD GRANTHAM NG31 7AE 203248 ROPSLEY FOX, LINCS NR GRANTHAM LINCS NG33 4BX 201678 GEORGE & DRAGON, BILLINGBOROUG VICTORIA STREET SLEAFORD NG34 0NX 300343 ROSE & CROWN, SLEAFORD 2 WATERGATE SLEAFORD NG34 7PG 201112 MARQUIS OF GRANBY, SLEAFORD 65 WESTGATE LINCS NG34 7PU 200495 GRAPES, SLEAFORD SOUTHGATE LINCS NG34 7SY 200489 ROYAL OAK, SLEAFORD HECKINGTON LINCS NG34 9JD 201911 NAG’S HEAD, GREAT HALE 2 GROVE STREET SLEAFORD NG34 9JY 201908 NAG’S HEAD, HECKINGTON HIGH STREET SLEAFORD NG34 9QZ 203011 NAGS HEAD, NOTTINGHAM CARLTON HILL NOTTINGHAM NG4 1FN 202326 HEATHFIELD, BASFORD ARNOLD ROAD NOTTINGHAM NG5 1NJ 202735 FRAMESMITHS ARMS, BULWELL MAIN STREET NOTTINGHAM NG6 8ED 203488 THREE CROWNS, BULWELL MAIN STREET NOTTINGHAM NG6 8EH 300368 SCOTS GREY, BULWELL 116 MAIN STREET NOTTINGHAM NG6 8ET 202345 BULL & BUTCHER, BULWELL COVENTRY ROAD NOTTINGHAM NG6 8RB 203034 NEWSTEAD ABBEY, BULWELL ST ALBANS ROAD NOTTINGHAM NG6 9JS 202835 HAPPY RETURN, LENTON CHURCH STREET NOTTINGHAM. NG7 1SJ 202892 JOHNSON ARMS, DUNKIRK ABBEY STREET NOTTINGHAM NG7 2NZ 202896 JOLLY HIGGLERS, NOTTINGHAM ILKESTON ROAD NOTTINGHAM NG7 3EA 203603 WHITE HORSE INN, NOTTINGHAM ILKESTON ROAD NOTTINGHAM NG7 3FY 203585 WHEATSHEAF INN, NOTTINGHAM 72 ILKESTON ROAD NOTTINGHAM NG7 3GQ 202351 RUNNING HORSE, NOTTINGHAM 16 ALFRETON ROAD NOTTINGHAM NG7 3NG 202685 FALCON INN, NOTTINGHAM ALFRETON ROAD NOTTINGHAM NG7 3NN 203587 WHEELTAPPERS (CLOCK), NOTTS BIRKIN AVENUE NOTTS NG7 5GD 202612 CRICKET PLAYERS, HYSON GREEN 168 RADFORD ROAD HYSON GREEN NG7 6AP 202356 THREE HORSESHOES, BEESTON MIDDLE STREET NOTTS NG9 2AR 203165 QUEENS HOTEL, BEESTON QUEENS ROAD NOTTINGHAM NG9 2FE 202350 ROYAL OAK, BEESTON VILLA STREET NOTTINGHAM NG9 2NY 202988 MIDLAND HOTEL, STAPLEFORD DERBY ROAD STAPLEFORD NG9 7AZ 203052 OLD CROSS, STAPLEFORD 26 CHURCH STREET NOTTS NG9 8DA 201431 GARIBALDI, NORTHAMPTON 17-22 BAILIFF STREET NORTHANTS NN 1 3DY 201398 BRITTANIA, NORTHAMPTON 50 BARRACKS ROAD NORTHANTS NN 1 3RL 200499 PRINCESS ALEXANDRA, NORTHAMPTO 1 ALEXANDRA ROAD NORTHAMPTON NN 1 5QP 201414 DEERS LEAP, BELLINGE FIELDMILL LANE NORTHANTS NN 3 9AZ 200498 OLD KINGS HEAD, LONG BUCKBY HARBIDGES LANE NORTHANTS. NN 6 7QL

416 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200492 CHEQUERS, ROTHERSTHORPE 28 NORTH STREET NORTHANTS. NN 7 3JB 200502 ROYAL, WELLINGBOROUGH 27 KNOX ROAD NORTHANTS. NN 8 1JA 200501 PARK TAVERN, WELLINGBOROUGH 44 GT PARK ST WELLINGBOROUGH NN 8 4DP 201464 QUEENS HEAD, HIGHAM FERRERS 8 HIGH STREET HIGHAM FERRERS NN10 8BN 202323 GEORGE, DAVENTRY 55 ST JAMES STREET NORTHAMPTONSHIRE NN11 4AG 202347 PIKE & EEL, GRANGE ESTATE STAVERTON ROAD DAVENTRY NN11 4HL 202667 DUN COW, DAVENTRY BROOK STREET NORTHANTS NN11 5HN 201115 OLD PLOUGH, BRAUNSTON DAV 82 HIGH STREET NORTHANTS NN11 7HS 200500 WINNING POST, TOWCESTER 97 WATLING ST EAST NORTHANTS NN12 6AG 200497 KINGS HEAD, SYRESHAM BRACKLE 2 ABBEY ROAD NORTHAMPTON NN13 5HW 200493 CARDIGAN ARMS, STANION 11 HIGH STREET KETTERING NN14 1DF 203158 QUEENS ARMS, ORLINGBURY ISHAM ROAD KETTERING NN14 1JD NORTHANTS 200504 RED LION, CRANFORD 42 HIGH STREET KETTERING NN14 4AA 113687 PRINCE OF WALES, WOODFORD 33 HIGH STREET KETTERING NN14 4HE 202341 OLD GREYHOUND, ROTHWELL 22 HIGH STREET NORTHANTS NN14 6AD 202990 MIKADO PHEASANT, KETTERING HIGHFIELD CRESCENT KETTERING NN15 6JS 113688 GOODYS, KETTERING HALLWOOD ROAD KETTERING NN16 9RF 300355 CORBY CANDLE, CORBY 1 NEW POST OFFICE SQUARE CORBY NN17 1PB 200496 GEORGE HOTEL, WELDON NR CORBY 5-7 STAMFORD ROAD NORTHANTS NN17 3JL 203096 PHOENIX, CORBY BEANFIELD AVENUE NORTHANTS NN18 0AY 200505 RED LION, BOZEAT 63 LONDON ROAD WELLINGBOROUGH NN29 7JR 200491 BOOT, WOLLASTON 35 HIGH ST WELLINGBOROUGH NN29 7QE 202742 GALLERY, NORTHAMPTON SOUTHFIELDS NORTHAMPTON NN3 5DS 203249 ROSE & CLARET (VIKING), CAMP HUNSBURY HILL ROAD NORTHAMPTON NN4 9UW 114276 FIDDLERS ELBOW, WELLINGBOROUGH CHURCH STREET NORTHAMPTONSHIRE NN8 4PF 200494 DOLBEN ARMS, FINEDON 37 IRTHLINGBOROUGH RD NORTHANTS NN9 5EH 201117 CROWN INN, SEBASTOPOL NR.P GREENHILL ROAD GWENT NP 4 5BQ 201455 NEW INN, MAERDY HEREFORD ROAD ABERGAVENNY NP 7 6LE 300087 OLDE OAK, ROGERSTONE RUSKIN AVENUE NEWPORT NP10 0AA 201418 DUFFRYN ARMS, NEWPORT DUFFRYN WAY GWENT NP10 8TE 203125 PORTERS (THREE TUNS INN), CHEP 32 BRIDGE STREET GWENT NP16 5EY 117605 CARPENTERS ARMS, SHIRENEWTON SHIRENEWTON CHEPSTOW NP16 6BU 300081 NEW INN, PWILLMEYRIC PWLLMEYRIC MONMOUTHSHIRE NP16 6LF 201116 ANCHOR HOTEL, NR CHEPSTOW TINTERN GWENT NP16 6TE 300072 CARPENTERS ARMS, NEWPORT 146 CHEPSTOW ROAD NEWPORT NP19 8EG 201460 OPEN HEARTH, RINGLAND HENDRE FARM DRIVE NEWPORT NP19 9LH 300086 RED LION HOTEL, NEWPORT 47 STOW HILL NEWPORT NP20 1JH 201420 DYNEVOR ARMS, TIRPHIL THE SQUARE NEW TREDEGAR NP24 6XS 300084 GRIFFIN, MONMOUTH WHITE CROSS STREET MONMOUTH NP25 3BY 201118 ROSE INN, NEWPORT REDWICK MAGOR GWENT NP26 3DU 300075 INN BETWEEN, USK GWENT 53 BRIDGE STREET GWENT NP5 1BQ 300079 SKIRRID, LANFIHANGEL LLANFIHANGEL CRUCORNEY GWENT NP7 8DH 200189 BRIDGE HOUSE, NORWICH 1 ROSARY ROAD NORFOLK NR 1 1SZ 200520 WILD MAN, NORWICH BEDFORD STREET NORFOLK NR 2 1AG 200513 PICKWICK, NORWICH 41 EARLHAM ROAD NORFOLK NR 2 3AD 200514 PERSEVERANCE, NORWICH 35-37 ADELAIDE ST NORFOLK NR 2 4JD 200243 LORD ROSEBERY, NORWICH 94 ROSEBERY ROAD NORFOLK NR 3 3AB 200273 SPREAD EAGLE, NORWICH 35 SUSSEX STREET NORFOLK NR 3 3DG 200212 ELM TAVERN, NORWICH 118 MAGDALEN ROAD NORFOLK NR 3 4AN 200517 STANLEY ARMS, NORWICH 33 MAGDALEN ROAD NORFOLK NR 3 4LG 200306 BRANFORD STORES, NORWICH 3 BRANFORD ROAD NORFOLK NR 3 4QD 200221 GORDON, NORWICH 88 GORDON AVENUE NORFOLK NR 7 0DR 200183 BELL INN, BARNHAM BROOM BELL ROAD NORFOLK NR 9 4AA 200191 BUCK INN, HONINGHAM DEREHAH ROAD NORFOLK NR 9 5BL 200186 BLACK SWAN, HORSHAM ST FAITHS 25 NORWICH ROAD NORFOLK NR10 3HJ 200182 BELL, CAWSTON HIGH STREET CAWSTON NR10 4AE 200308 DUKES HEAD, NORWICH CORPUSTY NORFOLK NR11 6QG 200203 CROWN, BANNINGHAM CHURCH STREET NORFOLK NR11 7DY 200516 SHIP, MUNDESLEY PASTON ROAD NORFOLK NR11 8BN

417 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200288 VERNON ARMS, SOUTHREPPES 2 CHURCH STREET NORFOLK NR11 8NP 200247 NEW INN, ROUGHTON NORWICH ROAD NORFOLK NR11 8SJ 200227 GREYHOUND, HICKLING THE GREEN NORFOLK NR12 0YA 200297 WHITE HORSE, NORFOLK NEATISHEAD NORFOLK NR12 8AD 200204 CROWN, NORFOLK SMALLBURGH NORFOLK NR12 9AD 200230 HARNSER, STALHAM THE GREEN NORFOLK NR12 9QA 200259 RAMPANT HORSE, FREETHORPE 2 CHAPELFIELD NORWICH NORFOLK NR13 3LY 200287 TWO FRIENDS, BLOFIELD HEATH WOODBASTWICK ROAD NORWICH NR13 4AB 200236 KINGS HEAD, LINGWOOD STATION ROAD NORFOLK NR13 4AZ 200301 WHITE HORSE, CHEDGRAVE NORWICH ROAD NORWICH NR14 6ND 200209 DOVE, PORINGLAND BUNGAY ROAD NORWICH NR14 7NB 200522 WHEEL OF FORTUNE, ALPINGTON WHEEL ROAD NORFOLK NR14 7NL 200298 WHITE HORSE, TROWSE NORWICH THE STREET NORFOLK NR14 8ST 200245 WATERSIDE INN, NEWTON FLOTHAM OLD STREET NORWICH NR15 1PD 200253 QUEENS HEAD, HEMPNALL MILL ROAD NORWICH NORFOLK NR15 2WD 200250 PELICAN, TACOLNESTONE NORWICH ROAD NORFOLK NR16 1AL 200217 GEORGE, NEW BUCKENHAM CHAPEL STREET NORFOLK NR16 2BB 200223 GREEN DRAGON, WYMONDHAM CHURCH STREET NORFOLK NR18 0PH 200200 COCKERS, DEREHAM 28 NORWICH STREET NORFOLK NR19 1BX 200278 SWAN INN, DEREHAM GRESSENHALL NORFOLK NR20 4QU 200269 ROYAL OAK, BINTREE NR DEREHAM THE STREET NORFOLK NR20 5AH 200506 BULL, WALSINGHAM COMMON PLACE NORFOLK NR22 6BP 200220 GOLDEN FLEECE, WELLS NEXT SEA THE QUAY NORFOLK NR23 1AH 200260 RED HART, BODHAM NR HOLT THE STREET NORFOLK NR25 6AD 200258 RAILWAY TAVERN, HOLT MARKET PLACE NORFOLK NR25 6BS 200188 BLUE BELL, LANGHAM HOLT RD NORFOLK NR25 7BX 200283 THREE SWALLOWS, CLEY NEXT THE NEWGATE GREEN CLEY NEXT THE SEA NR25 7TT 200211 DUN COW, SALTHOUSE BARD HILL NORFOLK NR25 7XA 200239 KINGS HEAD, CROMER HIGH STREET NORFOLK NR27 9HG 200507 CROSS KEYS, DILHAM THE STREET NORFOLK NR28 9PS 200512 NEW INN, WORSTEAD NORTH WALSH CHURCH PLAIN NORFOLK NR28 9RW 200215 FOX & HOUNDS, FILBY THRIGBY ROAD NORFOLK NR29 3HJ 200509 FALGATE, POTTER HEIGHAM MAIN ROAD NORFOLK NR29 5HZ 200190 BROADSHAVEN, POTTER HEIGHAM BRIDGE ROAD NORFOLK NR29 5JD 200222 GREAT EASTERN STORES, YARMOUTH 155 NELSON ROAD CENTRAL NORFOLK NR30 2HZ 200178 ALBION, GORLESTON ON SEA 87 LOWESTOFT ROAD NORFOLK NR31 6SH 200187 BLUE ANCHOR, LOWESTOFT HIGH STREET LOWESTOFT NR32 1HP 133474 O’REILLYS 95-98 HIGH STREET LOWESTOFT NR32 1XW 200289 VILLAGE MAID, LOUND THE STREET SUFFOLK NR32 5LT 200511 KINGS HEAD, KESSINGLAND 66 HIGH STREET LOWESTOFT NR33 7QF SUFFOLK 200515 SWANSONS, BUNGAY 16 ST MARY’S STREET SUFFOLK NR35 1AW 513846 HIND & HART, GRAHAM PK THE CONCOURSE GRAHAM NW 9 5XB PK,COLINDALE 300365 QUEENS HEAD & ART, LONDON 30-32 ALBANY STREET LONDON NW1 4EA 200596 NEW MUSEUM, OLDHAM 104 HENSHAW STREET OLDHAM OL 1 2BL 201495 ALEXANDRA HOTEL, OLDHAM 7 DERKER STREET LANCASHIRE OL 1 4EE 200825 MOORSIDE, MOORSIDE 693 RIPPONDEN ROAD OLDHAM OL 1 4SA 897027 WELLINGTON, GREENFIELD 29 CHEW VALLEY ROAD GREENFIELD OL 3 7AF 202113 TEMPLE, WATER HEAD 561 HUDDERSFIELD RD OLDHAM OL 4 3NY 200602 RED LION, LEES 109 HIGH STREET OLDHAM OL 4 4LY 201667 FRIENDSHIP, MOSSLEY 139A MANCHESTER ROAD LANCASHIRE OL 5 9AA 202126 TONTINE, ASHTON-UNDER-LYNE 76 PENNY MEADOW LANCASHIRE OL 6 6EL 200576 CANTERBURY ARMS, ASHTON UNDER CANTERBURY STREET ASHTON UNDER LYME OL 6 6HX 897756 GREYHOUND, ASHTON UNDER LYNE 190 BURLINGTON STREET ASHTON UNDER LYNE OL 7 0AE 201409 CORPORATION, GUIDEBRIDGE 286 STOCKPORT ROAD ASHTON UNDER LYN OL 7 0NS 896788 HOP POLE, ASHTON UNDER LYME 128 OLDHAM ROAD ASHTON UNDER LYME OL 7 9AN 202102 SUMP HOLE, CHADDERTON 72 WALSH STREET OLDHAM OL 9 9LR 202500 BROOK TAVERN, OLDHAM 260 ROCHDALE ROAD OLDHAM OL1 2HF 202962 LOWERHOUSE INN, OLDHAM 116 DERKER STREET OLDHAM OL1 3PG

418 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202745 GARDENERS REST, OLDHAM 48 ACRE LANE OLDHAM OL1 4EF 203494 THREE TERRIERS, HEYWOOD 8 BRIDGE STREET HEYWOOD OL10 1JB 201719 HARE & HOUNDS, HOPWOOD 165 GREEN LANE HEYWOOD OL10 2EN 201637 DRESSERS ARMS, HEYWOOD DAWSON ST MANCHESTER OL10 4PE 202689 FAREWELL, CASTLETON 725 MANCHESTER ROAD ROCHDALE OL11 3AQ 300279 CEMETERY HOTEL, ROCHDALE 470 BURY ROAD ROCHDALE OL11 5EU 202845 HATHERSHAW HOTEL, OLDHAM 572 ASHTON ROAD OLDHAM OL12 7HF 203071 OWD BETTS, NORDEN EDENFIELD ROAD ROCHDALE OL12 7TY 201635 DOG & PARTRIDGE, WHITWORTH MARKET ST ROCHDALE OL12 8HA 201563 BULLS HEAD, SMALLBRIDGE 427 HALIFAX ROAD ROCHDALE OL12 9AB 300413 TRAVELLERS REST, BACUP 508 ROCHDALE ROAD BACUP OL13 9SD 202030 ROYAL GEORGE, TODMORDEN 17 ROCHDALE ROAD TODMORDEN OL14 5AA 203502 TOPHAMS TAVERN, LITTLEBOROUGH 18 SMITHYBRIDGE ROAD NR ROCHDALE OL15 8QF 201588 CITIZENS, ROCHDALE 110 DRAKE STREET LANCASHIRE OL16 1PN 202564 CHURCH INN, ROYTON 91 MIDDLETON ROAD OLDHAM OL2 5JJ 202533 CARTERS ARMS, ROYTON 133 OLDHAM ROAD OLDHAM. OL2 6BU 202512 BULLS HEAD, HEYSIDE 152 OLDHAM ROAD ROYTON OL2 6NB 203506 TRAVELLERS REST, ROYTON 180 ROCHDALE ROAD OLDHAM OL2 6PS 203555 WAGGON ANDHORSES, HIGHER COMP 410 ROCHDALE ROAD HIGHER COMP OL2 7PF 202513 BULLS HEAD, WATERHEAD BRIDEOAK STREET OLDHAM OL4 2HB 202580 COACH & HORSES, OLDHAM 459 HUDDERSFIELD RD OLDHAM OL4 2HT 202914 KINGS ARMS, GRAIN BAR 4 DELPH ROAD OLDHAM OL4 2JX 202858 HIGHFIELD INN, OLDHAM 578 RIPPONDEN ROAD OLDHAM OL4 2LN 202389 ANGEL INN, LEES 2 NICHOLSON STREET OLDHAM OL4 3BW 202796 GRAPES, LEES 161 ST JOHNS STREET OLDHAM OL4 3DR 203092 PEEL ARMS, SPRINGHEAD 143 DEN LANE OLDHAM OL4 4RE 202848 HAWTHORNE INN, OLDHAM 365 ROUNDTHORN RD OLDHAM OL4 5LN 203021 NEW BRIDGE, MOSSLEY MICKLEHURST ROAD ASHTON-UNDER-LYNE OL5 9HT 202602 COTTAGE TAVERN, HURST 161 MOSSLEY ROAD ASHTON U LYNE OL6 6NE 203359 STAR INN, ASHTON-UNDER-LYNE OLD STREET ASHTON-UNDER-LYNE OL6 7SD 203562 WATERLOO TAVERN, ASHTON-UNDER- 490-492 OLDHAM ROAD ASHTON-UNDER-LYNE OL7 9QH 202899 JUNCTION HOTEL, OLDHAM 116 ASHTON ROAD OLDHAM OL8 1JH 202661 DRUIDS INN, OLDHAM 264 ASHTON ROAD OLDHAM OL8 1QN 203595 WHITE HART INN, OLDHAM 489 HOLLINS RD OLDHAM OL8 3TP 202368 ABBEY INN, OLDHAM 77 WEST ST OLDHAM OLDHAM OL9 6EJ 203327 SMUT INN, HOLLINWOOD 248 MANCHESTER ROAD OLDHAM OL9 7DN 202774 GOLDEN BUCK INN, OLDHAM 324 MANCHESTER ROAD OLDHAM OL9 7ES 202589 COLLIERS ARMS, CHADDERTON 138 OLD LANE OLDHAM OL9 7JQ 202877 HORTON ARMS, CHADDERTON 1 WARD STREET OLDHAM OL9 9EX 203456 SUN MILL INN, CHADDERTON 505 MIDDLETON ROAD OLDHAM OL9 9SH 201128 CHEQUERS, OXFORD 44 ST THOMAS STREET OXON OX 1 1JP 201137 MARLBOROUGH HOUSE, OXFORD 60 WESTERN RD OXFORD OX 1 4LG 201145 WHITE HART, WOLVERCOTE 126 GODSTOW ROAD OXFORD OX 2 8PQ 201129 CHESTER ARMS, OXFORD CHESTER STREET OXON OX 4 1SN 201132 EXETER HALL, COWLEY OXFORD ROAD OXFORD OX 4 2EN 201123 BLACKS HEAD, BLETCHINGTON STATION ROAD OXFORD OX 5 3DA 201122 BELL INN, CHIPPING NORTON 56 WEST STREET OXON OX 7 5ER 201141 RED LION, CASSINGTON THE GREEN OXFORD OX 8 1DN 201135 JOLLY SPORTSMAN, EYNSHAM LOMBARD STREET OXFORD OX 8 1HT 201138 NEWLANDS INN, EYNSHAM NEWLANDS STREET EYNSHAM OX 8 1LD 201134 GEORGE & DRAGON, LONG 133 MAIN ROAD OXON OX 8 8JX HANBOROU 201133 FOX INN, NR THAME TIDDINGTON OXON OX 9 2LH 201131 CROSS KEYS, THAME 1 PARK STREET OXON OX 9 3HP 201144 THREE HORSESHOES, TOWERSEY CHINNOR ROAD OXON OX 9 3QY 201127 BLACK BOY, CHINNOR STATION ROAD OXON OX 9 4PZ 300161 TOWN ARMS, WALLINGFORD 102 HIGH STREET WALLINGFORD OX10 0BL 300163 WHEATSHEAF, DIDCOT WANTAGE ROAD OXON OX11 0BS 201136 KING ALFREDS HEAD, OXON WANTAGE OXON OX12 8AH 123338 ROMANY INN, BAMPTON BRIDGE STREET OXON OX18 2HA

419 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201139 PLOUGH, ARNCOTT PLOUGHLY ROAD OXON OX25 1NY 201125 BEN JOHNSON, BICESTER WESTON-ON-THE-GREEN OXON OX25 3RA 201124 BELL INN, LOWER HEYFORD 21 MARKET SQUARE OXON OX25 5NY 201126 BUTCHERS ARMS, OXON FRINGFORD OXON OX27 8EB 300160 THREE HORSESHOES, L/HANBORO 18 MAIN ROAD OXFORDSHIRE OX29 8BE 201143 SUN INN, WHEATLEY WESTFIELD ROAD OXON OX33 1NB 202548 CHEQUERS, HORSPATH THE GREEN OXFORD OX33 1RP 863738 BULLINGDON ARMS, OXFORD 162 COWLEY ROAD OXFORD OX4 1UE 201140 PLOUGH, GREAT HASELEY RECTORY ROAD OXON OX44 7JQ 201142 RED LION, OXON GARSINGTON OXON OX44 9JT 300251 BLACK BULL, OXFORD 2 BANBURY ROAD OXFORD OX5 2BT 203214 RED LION, ISLIP HIGH STREET OXON OX5 2RX 201130 CARPENTERS ARMS, MIDDLE BARTON NORTH STREET OXON OX7 7DA 200630 FINLAYS, PAISLEY 33 CAUSEYSIDE STREET GLASGOW PA 1 1UL 200625 KINDS MAN’S, RENFREW HAIRST STREET RENFREW PA 4 8QU 202288 ANCHOR BAR, PAISLEY 23 GAUZE STREET PAISLEY PA1 1ES 202268 CELLAR BAR, PAISLEY 28 LADY LANE PAISLEY PA1 2LG 202289 ARGYLL & SUTHERLAND, GREENOCK 1 BRUCE STREET GREENOCK PA15 4LL 202265 BRIDGEWATER, ERSKINE BRIDGEWATER SHOPPING ERSKINE PA8 7AA CENTRE 200528 DRAGONFLY, ORTON MALBOURNE HERLINGTON CENTRE PETERBOROUGH PE 2 5PN 201147 KINGS HEAD, STAMFORD MAIDEN LANE LINCS PE 9 2AZ 200525 BULL & SWAN, STAMFORD ST MARTINS LINCS PE 9 2LJ 200524 BLUE BELL, STAMFORD 9 HIGH STREET LINCS PE 9 3LR 200527 CROWN INN, STAMFORD GT CASTERTON LINCS PE 9 4AP 200531 GREEN DRAGON, STAMFORD RYHALL LINCS PE 9 4HJ 200193 BULLS NECK, HOLBEACH SPALDING WASHWAY ROAD PENNY HILL LINCS PE12 8DN 200267 ROSE & CROWN, MANEA MARCH HIGH STREET CAMBS PE15 0JA 201149 WRESTLERS INN, ST NEOTS NEW STREET CAMBS PE19 1AE 300398 HYDE PARK, ST NEOTS 46 NEW STREET ST NEOTS PE19 1AJ 200535 SHOTZ BAR @ KINGS HEAD HOTEL, SOUTH STREET HUNTINGDON PE19 2BW 200532 HARE & HOUNDS, EYNESBURY BERKLEY STREET ST NEOTS PE19 2TX 200542 WAGGON & HORSES, EATON SOCON 184 GREAT NORTH ROAD CAMBS PE19 3EF 113684 GOLDEN LION, PETERBOROUGH 5 CHURCH STREET PETERBOROUGH PE2 8HE 113678 WHITTLE WAY, PETERBOROUGH CENTRAL SQUARE PETERBOROUGH PE2 8RH 113685 WOODSTON, PETERBOROUGH BELSIZE AVENUE PETERBOROUGH PE2 9HX 113686 YE OLDE RED LION, BOSTON DONNINGTON ROAD BOSTON PE20 3EF 201993 RAILWAY HOTEL, BOSTON 84 LONDON ROAD BOSTON PE21 7EQ 896805 MALCOLM ARMS, BOSTON FRITH BANK ANTONS GOWT BOSTON PE22 7BE 203567 WELCOME INN, SKEGNESS BURGH OLD ROAD SKEGNESS PE25 2LJ 203301 SHADES, SKEGNESS LUMLEY ROAD LINCS PE25 3LL 125936 GEORGE, RAMSEY HIGH STREET RAMSEY PE26 1AB 200533 JOLLY SAILOR, RAMSEY GREAT WHYTE ROAD HUNTINGDON PE26 1HH 200536 MANCHESTER ARMS, ST IVES 138 NEEDINGWORTH ROAD CAMBRIDGE PE27 5LB 300400 WHITE HORSE INN, HUNTINGDON 2 STOW ROAD HUNTINGDON PE28 0HU 200543 WHITE SWAN, BLUNTISHAM HUNTIN 30 HIGH STREET CAMBRIDGESHIRE PE28 3LD 200530 GREEN MAN, COLNE EAST STREET HUNTINGDON PE28 3LZ 200523 BELL, SAWTRY 1 BLIND LANE HUNTINGDON CAMBS PE28 5UY 200541 VICTORIA INN, HUNTINGDON 52 OUSE WALK CAMBS. PE29 3QW 201435 GOLDEN KNIGHT, OXMOOR ESTATE SAPLEY SQUARE HUNTINGDON PE29 7LB 201148 NORFOLK HARVESTER, KINGS LYNN SPENSER ROAD NORFOLK PE30 3DP 200292 WEST NORFOLK, KINGS LYNN HEACHAM NORFOLK PE31 7AW 200202 COMPASSES, KINGS LYNN SNETTISHAM NORFOLK PE31 7NJ 200271 SHIP, BRANCASTER COAST ROAD NORFOLK PE31 8AP 200282 THREE HORSE SHOES, KINGS LYNN ROYDON NORFOLK PE32 1AW 200216 GATE INN, KINGS LYNN MIDDLETON KINGS LYNN PE32 1RW 129997 MARINE BAR 10 ST EDMUNDS TERR NORFOLK PE36 5EH 200299 WHITE HORSE, HOLME NEXT SEA COAST ROAD HUNSTANTON PE36 6LH 200238 KINGS HEAD, KINGS LYNN THORNHAM PETERBOROUGH PE36 6LY 200268 ROSE & CROWN, HILGAY DOWNHA BRIDGE STREET NORFOLK PE38 0LJ

420 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300456 WALNUT TREE, PETERBOROUGH 36 HORSEGATE PETERBOROUGH PE6 8EW 201151 QUEENS DOCK INN, KEYHAM PL 57 CHARLOTTE STREET DEVON PL 2 1RL 201153 SEYMOUR ARMS, PLYMOUTH 10 NORTH STREET DEVON PL 4 8DL 201154 TIGER, WHITLEIGH PLYMOUTH BODMIN ROAD DEVON PL 5 4EA 300261 EAGLE, PLYMOUTH 156 CORNWALL STREET PLYMOUTH PL1 1NJ 300001 DEVON & CORNWALL, MILLBROOK WEST STREET PLYMOUTH PL10 1AA 300005 MARK OF FRIENDSHIP, MILLBROOK NEW STREET PLYMOUTH PL10 1BY 300263 STANDARD INN, TORPOINT 10 FORE STREET CORNWALL PL11 2AB 201152 QUEENS ARMS, TORPOINT 5 KING STREET EAST CORNWALL PL11 2AS 300004 INN ON THE SHORE, DOWNDERRY DOWNDERRY CORNWALL PL11 3JY 300000 BOATMAN, SALTASH 3 OLD FERRY ROAD CORNWALL PL12 4EH 300012 WATERSIDE, SALTASH TAMAR STREET PLYMOUTH PL12 4EL 300010 SHIP INN, POLPERRO FORE STREET CORNWALL PL13 2QR 300007 NOUGHTS AND CROSSES, POLPERRO LANSALLOS STREET CORNWALL PL13 2QU 300011 THREE PILCHARDS, POLPERRO QUAY STREET CORNWALL PL13 2QZ 203122 RAILWAY, LISKEARD BARN ST CORNWALL PL14 4BJ 300018 OLD STAG, LISKEARD STATION ROAD CORNWALL PL14 4DA 300016 NEWMARKET INN, LAUNCESTON 1 RACE HILL CORNWALL PL15 9BA 300017 OLD CLINK, CALLINGTON 29 FORE STREET CORNWALL PL17 7AD 300019 TAVISTOCK INN, TAVISTOCK 19 BROOK STREET DEVON PL19 0HD 300015 DUKE OF YORK, TAVISTOCK 15 FORD STREET DEVON PL19 8DZ 905979 BURRATOR INN, YELVERTON DOUSLAND YELVERTON PL20 6NP 300014 DRAKE MANOR, YELVERTON THE VILLAGE DEVON PL20 7NA 200638 LONDON INN, HORRABRIDGE 23 STATION ROAD YELVERTON PL20 7ST 300022 HORSE & GROOM, BITTAFORD BITTAFORD DEVON PL21 0EL 300013 EXETER INN, MODBURY CHURCH STREET DEVON PL21 0QR 201150 DUKE OF CORNWALL, IVYBRIDGE 3 KEATON ROAD DEVON PL21 9DH 300003 FISHERMANS ARMS, GOLANT GOLANT CORNWALL PL23 1LN 203351 STAG INN, ST AUSTELL VICTORIA PLACE ST AUSTELL PL25 5PE 203245 ROCK INN, ROCHE FORE STREET ST AUSTELL PL26 8EP CORNWALL 203313 SHIP INN, WADEBRIDGE GONVENNA HILL WADEBRIDGE PL27 6DF 128442 WHITE HART, BODMIN POOL STREET CORNWALL PL31 2HA 300029 SWAN, NOSS MAYO PLYMOUTH PILLORY HILL PLYMOUTH PL8 1EE 201159 WELLINGTON, OLD PORTSMOUTH 62 HIGH ST HANTS PO 1 2LY 201158 TRAVELLERS JOY, PORTSMOUTH 253 MILTON ROAD HANTS PO 4 8PQ 201156 GEORGE INN, HORNDEAN FINCHDEAN HANTS PO 8 0AU 201160 WHEELWRIGHTS ARMS, HAVANT 27 EMSWORTH ROAD HANTS PO 9 2SN 300442 ROYAL STANDARD, PORTSMOUTH 20 EDINBURGH ROAD PORTSMOUTH PO1 1DE 300291 HAMPSHIRE BOULEVARD, PORTSMOUT 1 HAMPSHIRE TERRACE PORTSMOUTH PO1 2QF 300432 MAGPIE, PORTSMOUTH 64-66 FRATTON ROAD PORTSMOUTH PO1 5BX 300218 ROYAL SHADES, HAYLING ISLAND 29 SEA FRONT HAMPSHIRE PO11 0AH 300299 WEST TOWN HOTEL, HAYLING ISLAN STATION ROAD HAMPSHIRE PO11 0EL 300230 CLARENCE, GOSPORT 1 CLARENCE ROAD HAMPSHIRE PO12 1BB 300290 JOLLY ROGER, GOSPORT 156 PRIORY ROAD GOSPORT PO12 4LQ 300450 WYCHWAY INN, GOSPORT 163 WYCH LANE GOSPORT PO13 0NW 300283 CARISBROOKE ARMS, GOSPORT 63 CARISBROOKE ROAD GOSPORT PO13 0QY 300209 CROFTON, FAREHAM 48 CROFTON LANE FAREHAM PO14 3QF 300231 WHITE HORSE, FAREHAM 44 NORTH WALLINGTON FAREHAM PO16 8TE 300301 WHITE HART, PORCHESTER CASTLE STREET FAREHAM PO16 9QQ 201155 ANGLESEY ARMS, HALNAKER STANE STREET CHICHESTER WEST PO18 0NQ SUSSEX 300288 FOUR CHESTNUTS, CHICHESTER OVING ROAD CHICHESTER PO19 4EJ 300438 PELHAM, PORTSMOUTH 78 CHICHESTER ROAD PORTSMOUTH PO2 0AH 300294 PHOENIX, PORTSMOUTH 51-55 TORRINGTON ROAD PORTSMOUTH PO2 0TN 300423 GEORGE & DRAGON, PORTSMOUTH 137 KINGSTON ROAD PORTSMOUTH PO2 7EB 300232 WINCHESTER, PORTSMOUTH 99 WINCHESTER ROAD PORTSMOUTH PO2 7PS 202424 BERESFORD, PORTSMOUTH 70 TWYFORD AVENUE PORTSMOUTH PO2 8DJ 203129 PORTLAND ARMS, PORTSMOUTH STAMSHAW ROAD PORTSMOUTH PO2 8LX 300292 OAKWOOD, PORTSMOUTH 190 NORTHERN PARADE PORTSMOUTH PO2 9LU

421 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201161 WILKES HEAD, EASTERGATE CHURCH LANE NR CHICHESTER PO20 6UT SUSSEX 300229 BLACKSMITHS ARMS, CHICHESTER SELSEY ROAD CHICHESTER PO20 7PR 201157 OLD HOUSE AT HOME, WEST WITTER CAKEHAM ROAD WEST WITTERING PO20 8AD 300224 CASK/CRISPIN, NEWPORT IOW 8-10 CARISBROOK ROAD ISLE OF WIGHT PO30 1BL 300222 PRINCE OF WALES, IOW 36 SOUTH STREET ISLE OF WIGHT PO30 1JE 300410 THREE BISHOPS, BRIGHSTONE MAIN ROAD ISLE OF WIGHT PO30 4AH 300464 RAILWAY MEDINA, NEWPORT IOW 1 SEA STREET ISLE OF WIGHT PO30 5BU 300225 OLD STAG, NEWPORT IOW 2 COWES ROAD ISLE OF WIGHT PO30 5TW 300221 PAINTERS ARMS, COWES IOW 51 CROSS STREET ISLE OF WIGHT PO31 7TY 300223 SOLENT INN, RYDE IOW 7 MONKTON STREET ISLE OF WIGHT PO33 1JW 202628 CROWN HOTEL, RYDE ST THOMAS SQUARE I.O.W PO33 2PJ 202684 FALCON, RYDE 17 SWANMORE ROAD IOW PO33 2TG 113695 PONDA ROSA, RYDE ASHEY ROAD ISLE OF WIGHT PO33 4BB 300227 RAILWAY, RYDE IOW 68 ST JOHNS ROAD ISLE OF WIGHT PO33 5TW 300220 OLDE VILLAGE, BEMBRIDGE IOW 61 HIGH STREET ISLE OF WIGHT PO35 5SF 300228 OLD COMICAL, SANDOWN IOW 15 ST JOHNS ROAD ISLE OF WIGHT PO36 8EN 300467 FLANAGANS, SANDOWN IOW 7 PIER STREET ISLE OF WIGHT PO36 8JS 113693 BILLY BUNTERS, SHANKLIN 64 HIGH STREET ISLE OF WIGHT PO37 6JN 122239 CHAPMANS, ISLE OF WIGHT HIGH STREET ISLE OF WIGHT PO38 1LZ 300417 ROSE INN, VENTNOR 18 PIER STREET ISLE OF WIGHT PO38 1ST 300226 CASK/TAVERNERS, IOW HIGH STREET ISLE OF WIGHT PO38 3HZ 300392 STRAND BAR, SOUTHSEA 100-102 CLARENDON ROAD HAMPSHIRE PO4 0SD 300445 SHEPHERD’S CROOK, PORTSMOUTH 107 GOLDSMITH AVENUE PORTSMOUTH PO4 8QZ 300419 DEVONSHIRE ARMS, SOUTHSEA 29 DEVONSHIRE AVENUE PORTSMOUTH PO4 9EA 202977 MARMION TAVERN, SOUTHSEA 20 MARMION ROAD HANTS PO5 2BA 300215 CLARENDON, SOUTHSEA 80 CLARENDON ROAD HAMPSHIRE PO5 2PD 300300 WHEELBARROW, SOUTHSEA 1 KENT ROAD SOUTHSEA PO5 3EG 300434 NEW INN, DRAYTON 165 HAVANT ROAD PORTSMOUTH PO6 1EE 300446 SWAN, PORTSMOUTH 40 HIGH STREET PORTSMOUTH PO6 3AG 300451 WYMERING, PORTSMOUTH 113 MEDINA ROAD PORTSMOUTH PO6 3NH 300297 SWAN INN, HAVANT JESSIE ROAD HAVANT PO9 3TH 201571 CARDWELL ARMS, ADLINGTON CHORLEY RD LANCASHIRE PR 6 9LH 202421 BELLE VIEW HOTEL, PRESTON 143 NEW HALL LANE PRESTON PR1 5PB 202594 CONTINENTAL, RIVERSIDE SOUTH MEADOW LANE PRESTON PR1 8JP 202740 FYLDE TAVERN, PRESTON FYLDE ROAD LANCS PR2 2NJ 121063 WHEATSHEAF, INGLETON C/O HONEYCOMBE LEISURE PLC FULL WOOD, PR2 8JE PRESTON 202757 GEORGE IV, LEYLAND 63 TOWNGATE LEYLAND PR25 2LR 202741 GABLES, LEYLAND HOUGH LANE LEYLAND PR25 2SD 202960 LORD NELSON, CROSTON OUT LANE PRESTON PR26 9HJ 202798 GRAPES HOTEL, LANCASHIRE ST MICHEALS ON WYRE LANCASHIRE PR3 0TJ 203452 SUN INN, CHIPPING 2 WINDY STREET NR PRESTON PR3 2GD 202803 GREEN MAN, INGLEWHITE SILK MILL LANE PRESTON PR3 2LP 202645 DERBY ARMS, THORNLEY LONGBRIDG CHIPPING ROAD PRESTON PR3 2NB 203475 TALBOT ARMS, CHIPPING 5 TALBOT STREET NR PRESTON PR3 2QE 202833 HAND & DAGGER, NR PRESTON SALWICK NR PRESTON PR4 0SA 202644 DERBY ARMS, INSKIP CARRS GREEN PRESTON PR4 0TJ 202579 COACH & HORSES, FRECKLETON PRESTON OLD ROAD NR PRESTON PR4 1PD 202427 BIRLEY ARMS, WARTON BRYNING LANE PRESTON PR4 1TN 203308 SHIP, ELSWICK HIGH STREET PRESTON PR4 3ZB 203325 SMITHY, MUCH HOOLE LIVERPOOL OLD ROAD PRESTON PR4 4GB 202442 BLACK HORSE HOTEL, MUCH HOOLE LIVERPOOL OLD ROAD MUCH HOOLE PR4 4RJ 202773 GOLDEN BALL, LONGTOWN 150 LIVERPOOL ROAD PRESTON PR4 5AU 202957 LONGTON ARMS, LONGTON LIVERPOOL OLD ROAD PRESTON PR4 5HA 203253 BANGLA FUSION, MUCH HOOLE LIVERPOOL OLD ROAD PRESTON PR4 5JQ 203557 WALMER BRIDGE, WALMER BRIDGE LIVERPOOL OLD ROAD PRESTON PR4 5QE 202937 LEGH ARMS, MERE BROW TARLETON THE GRAVEL PRESTON PR4 6JX 203060 OLD OAK INN, HOGHTON 143 HOGHTON LANE PRESTON PR5 0JE 203588 WHITE BULL, WALTON LE DALE 109 VICTORIA ROAD PRESTON PR5 4BA

422 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203501 TOP HOUSE (SHIFTY O’SHEAS), BA 122 STATION ROAD BAMBER BRIDGE PR5 6QP 300369 SHEPHERDS ARMS, CHORLEY 38 EAVES LANE PRESTON PR6 0PX 300367 ROYAL OAK HOTEL, CHORLEY 216 CHORLEY OLD ROAD CHORLEY PR6 7NA 202407 BAY HORSE, HEATH CHARNOCK BABYLON LANE CHORLEY PR6 9ER 203230 RIDGWAY ARMS, ADLINGTON 176 CHORLEY ROAD CHORLEY PR6 9LQ 202479 BRIDGE, ADLINGTON 11 PARK ROAD CHORLEY PR7 4HZ 203504 TRAVELLERS REST, EUXTON DAWBERS LANE CHORLEY LANCS PR7 6EG 202583 BLUE ELEPHANT, SHAW GREEN SOUTHPORT ROAD EUXTON PR7 6EN 202726 FOX & GOOSE, SOUTHPORT 8 CABLE STREET MERSEYSIDE PR9 0DF 202940 LEO’S, SOUTHPORT 46 NEVILL STREET SOUTHPORT PR9 0DR 113680 REUTERS, SOUTHPORT 26 HOGHTON STREET SOUTHPORT PR9 0PA 201163 HORSE & GROOM, MORTIMER THE STREET READING BERKS RG 7 3SY 201162 GREYHOUND, NR PANGBOURNE WHITCHURCH BERKS RG 8 7EL 300426 HORSE & GROOM, HORSHAM 38 EAST STREET HORSHAM RG12 1HL 203444 STARTING GATE(HORSE/GROOM), SP 75 BRUMMEL ROAD BERKS RG14 1SG 300141 LAMB INN, HUNGERFORD CHARNHAM STREET HUNGERFORD RG17 0EP 300167 NORTHUMBERLAND, READING 75 NORTHUMBERLAND AVENUE READING RG2 7PT 905938 CROWN & HORNS, EAST ILSLEY COMPTON ROAD EAST ILSLEY RG20 7LH 300189 BOUNTY INN, BASINGSTOKE 81 BOUNTY ROAD BASINGSTOKE RG21 3BZ 300190 CASTLE, BASINGSTOKE 43 OLD READING ROAD BASINGSTOKE RG21 7JD 300199 FOX & GOOSE, GREYWELL HOOK ROAD BASINGSTOKE RG25 1BY 300138 FOX, NORTH WALTHAM NORTH WALTHAM BASINGSTOKE RG25 2BE 300203 JOLLY FARMER, CLIDDESDEN CLIDDESDEN ROAD BASINGSTOKE RG25 2JL 300137 DEANE GATE, BASINGSTOKE ANDOVER ROAD BASINGSTOKE RG25 3AX 300147 WELLINGTON ARMS, BAUGHURST BAUGHURST STREET HAMPSHIRE RG26 5LP 300188 BARLEY MOW, WINCHFIELD WINCHFIELD BASINGSTOKE RG27 8DE 300196 CROWN, ODIHAM BASINGSTOKE ALTON ROAD HANTS RG29 1PH 300289 FOX INN, CANE END READING ROAD READING RG4 9HE 300159 THREE BREWERS, WOKINGHAM 3 BARKHAM ROAD WOKINGHAM RG41 2XR 300158 RISING SUN, BURGHFIELD READING RAOD READING RG7 3QA 202525 BUTT INN, ALDERMASTON STATION ROAD BERKS RG7 4LA 201164 RED LION, THEALE 5 CHURCH STREET READING BERKS RG7 5BU 201466 RAILWAY ARMS, MERSTHAM LONDON ROAD NORTH REDHILL RH 1 3BG 201169 FALKLAND ARMS, DORKING 60 FALKLAND ROAD SURREY RH 4 3AD 201173 ROYAL OAK, HOMBURY ST MARY FELDAY RD DORKING SURREY RH 5 6PF 201166 ABINGER ARMS, ABINGER HAMMER DORKING ROAD DORKING SURREY RH 5 6RZ 201170 GREYHOUND, LINGFIELD PLAISTOW STREET SURREY RH 7 6AU 201171 HARE & HOUNDS, LINGFIELD COMMON ROAD SURREY RH 7 6BZ 511292 WHEATSHEAF INN, OXTED 9/11 HIGH STREET OXTED RH 8 9LN 300425 HEN & CHICKEN, HORSHAM WORTHING ROAD HORSHAM RH13 7BH 112360 COCK INN, HAYWARDS HEATH NORTH COMMON ROAD HAYWARDS HEATH RH17 7RH 201174 SKIMMINGTON CASTLE, REIGATE REIGATE HEATH SURREY RH2 8RL 201172 NEW MOON, STORRINGTON HIGH STREET WEST SUSSEX RH20 4DR 300248 WHITE HART, GRAYS KINGS WALK GRAYS RM17 6HR 300245 RABBITS, ROMFORD STAPLEFORD ROAD ROMFORD RM4 1RP 202149 VICTORIA, SHEFFIELD 203 GLEADLESS ROAD SHEFFIELD S 2 3AL 201897 MEADOW STREET HOTEL, SHEFFIELD 110 MEADOW STREET SHEFFIELD S 3 7BQ 202053 SHAKESPEARE, SHEFFIELD 146/8 GIBRALTAR STREET SHEFFIELD S 3 8UB 201622 CROWN INN, SHEFFIELD 87/89 FORNCETT STREET SHEFFIELD S 4 7QG 201518 BEELEY WOOD, SHEFFIELD 500 MIDDLEWOOD ROAD SHEFFIELD S 6 1TQ 201981 QUEEN’S GROUND, SHEFFIELD 401 LANGSETT ROAD SHEFFIELD S 6 2LJ 201890 MASONS ARMS, SHEFFIELD 270 LANGSETT ROAD SHEFFIELD S 6 2UE 201183 FIRWOOD COTTAGE, SHEFFIELD 279 WHITEHOUSE LANE SOUTH YORKS S 6 2WA 201948 PALM TREE, WALKLEY PALM STREET SHEFFIELD S 6 2XF 201627 CROWN & GLOVE, STANNINGTON UPPERGATE RD SHEFFIELD S 6 6BY 201185 MOUNT PLEASANT, SHEFFIELD 293 DERBYSHIRE LANE SOUTH YORKS S 8 8SG 201186 STUMBLE INN, SHEFFIELD 436 ATTERCLIFFE ROAD SOUTH YORKS S 9 2FH 202176 WENTWORTH HOUSE, SHEFFIELD 26 MILFORD STREET SHEFFIELD S 9 2LD 201176 PRINCESS ROYAL, WOODHOUSE 680 RETFORD ROAD SOUTH YORKS S 13 9WG 201681 GEORGE & DRAGON, HOLMESFIELD 2 MAIN RD SHEFFIELD S 18 7WT

423 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202045 RUTLANDS ARMS, COWLEY BAR 96 MAIN ROAD HOLMESFIELD S 18 7WT 201978 QUEEN HOTEL, MOSBOROUGH 135 HIGH STREET SHEFFIELD S 20 5AF 201497 ALMA, MOSBOROUGH 76 SOUTH STREET SHEFFIELD S 20 5DF 201178 CROWN, KILLAMARSH SHEFFIEL 1 ASHLEY LANE SOUTH YORKS S 21 1AB 201181 STEELMELTERS ARMS, KILLAMARSH NETHERTHORPE LANE SOUTH YORKS S 21 1DA 201909 NAGS HEAD, KILLAMARSH 2 WEST THORPE ROAD SHEFFIELD S 21 1EU 201177 ANGEL HOTEL, SPINKHILL 26 COLLEGE ROAD DERBYSHIRE S 21 3YB 201521 BIRD-IN-HAND, ECKINGTON 126 HIGH STREET SHEFFIELD S 21 4DR 202083 SQUIRREL, DINNINGTON LAUGHTON ROAD SHEFFIELD S 25 2PT 200156 DERWENTWATER ARMS, SHEFFIELD CALVER SHEFFIELD S 32 3XQ 201584 CHEQUERS INN, NR SHEFFIELD FROGGATT EDGE NR SHEFFIELD S 32 3ZJ 202178 WHARNCLIFFE ARMS, WHARNCLIFFE MAIN ROAD SHEFFIELD S 35 0DP 201592 COCK, OUGHTIBRIDGE 5 BRIDGE HILL SHEFFIELD S 35 0FL 201969 PRINCE OF WALES, CHAPELTOWN 80 BURNCROSS ROAD SHEFFIELD S 35 1SF 201180 QUEENS HEAD INN, HIGH GREEN 12 WORTLEY ROAD SOUTH YORKS S 35 4LU 201179 OLD CROWN, PENISTONE SHEF MARKET STREET SOUTH YORKS S 36 6BZ 202130 TRAVELLERS INN, OXSPRING FOUR LANE ENDS PENISTONE S 36 8YJ 201512 BARLEY MOW, CHESTERFIELD SALTERGATE CHESTERFIELD S 40 1JR 202137 TRUMPETER, GRANGEWOOD FARM HAREHILL ROAD CHESTERFIELD S 40 2NG EST 201920 NEW INN, WINSICK 229 MANSFIELD ROAD HASLAND S 41 0JJ 201610 CRICKETERS INN, NEWBOLD STAND ROAD CHESTERFIELD S 41 8SJ 201632 DEVONSHIRE ARMS, NEWBOLD 17 OCCUPATION RD CHESTERFIELD S 41 8TH 201952 PEACOCK INN, CUTTHORPE SCHOOL HILL CHESTERFIELD S 42 7AS 202148 VICTORIA, STAVELEY LOWGATES CHESTERFIELD S 43 3TR 201502 APOLLO, BARLBOROUGH HIGH STREET CHESTERFIELD S 43 4EY 201499 ANCHOR INN, BOLSOVER MARKET PLACE CHESTERFIELD S 44 6PN 201306 THREE HORSESHOES, SPITEWINTER MATLOCK ROAD NR CHESTERFIELD S 45 0LL 202194 WHITE LION, ROTHERHAM COLLEGE ROAD ROTHERHAM S 60 1JE 202142 TURNERS ARMS, HOLMES 53 PSALTERS LANE ROTHERHAM S 61 1DL 202031 ROYAL GEORGE, HOLMES PITT STREET ROTHERHAM S 61 2LU 202065 SHIP INN, GREASBOROUGH 6 MAIN STREET ROTHERHAM S 61 4PX 201501 ANGEL, BOLTON-ON-DEARNE ANGEL STREET ROTHERHAM S 63 8NA 201732 HORSE & GROOM, GOLDTHORPE BARNSLEY ROAD ROTHERHAM S 63 9NE 201680 GEORGE & DRAGON, MEXBOROUGH 81 CHURCH ST MEXBOROUGH S 64 0HE 201182 BULLS HEAD, MEXBOROUGH HIGH STREET SOUTH YORKS S 64 9AF 201902 MONTAGU ARMS, MEXBOROUGH HIGH STREET MEXBOROUGH S 64 9AF 202009 RED LION HOTEL, MEXBOROUGH 41 BANK STREET MEXBOROUGH S 64 9QD 201569 BUTCHERS ARMS, BRAITHWELL 16 HIGH STREET ROTHERHAM S 66 7AW 200618 DON JON, MALTBY HIGH STREET SOUTH YORKSHIRE S 66 8NA 202025 ROSE & CROWN, WORSBOROUGH 15 MOUNT VERNON ROAD BARNSLEY S 70 4DF COMM 201971 PRINCE OF WALES, BARNSLEY ELDON STREET NORTH BARNSLEY S 71 1LQ 202104 SUN INN, SOUTH HIENDLEY MAIN STREET BARNSLEY S 72 9BP 201494 ALBION INN, HEMINGFIELD THE GREEN BARNSLEY S 73 0PT 201564 BULLS HEAD, BRAMPTON BIERLOW KNOLLBECK LANE BARNSLEY S 73 0TU 202080 SPORTSMAN INN, LOW VALLEY PITT STREET WOMBWELL S 73 8AR 201503 ASH INN, WOMBWELL 105 WOMBWELL LANE BARNSLEY S 73 8EP 201553 BRIDGE INN, DARFIELD 18 DONCASTER ROAD BARNSLEY S 73 9HH 201968 POTTERS WHEEL, HOYLAND CLOUGHFIELD ROAD BARNSLEY S 74 0HR 202040 ROYAL OAK, PLATTS COMMON 18 BARNSLEY ROAD BARNSLEY S 74 0NQ 201652 FITZWILLIAM ARMS, ELSECAR HILL ST BARNSLEY S 74 8EL 202064 SHIP INN, ELSECAR 88 WATH ROAD BARNSLEY S 74 8HJ 201670 FURNACE INN, HOYLAND MILTON RD BARNSLEY S 74 9BG 201972 PROSPECT TAVERN, HOYLAND 122 WEST STREET BARNSLEY S 74 9DU 202077 SPENCERS ARMS, BARUGH GREEN BARUGH GREEN ROAD BARNSLEY S 75 1JT 202032 ROYAL HOTEL, BARUGH GREEN BARNSLEY ROAD DARTON S 75 1LS 201668 FRIENDSHIP INN, GAWBER REDBROOK ROAD BARNSLEY S 75 2RE 202208 YORKSHIRE LASS, GAWBER REDBROOK ROAD BARNSLEY S 75 2RG 202101 STRAFFORD ARMS, STAINBOROUGH PARK DRIVE BARNSLEY S 75 3EW

424 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201673 GATE INN, DODWORTH BARNSLEY RD BARNSLEY S 75 3JR 202129 TRAVELLERS INN, DODWORTH 23 GREEN ROAD BARNSLEY S 75 3RR 202006 RED LION, SILKSTONE 69 HIGH STREET BARNSLEY S 75 4JW 202096 STATION INN, SILKSTONE COMMON 1 KNABBS LANE BARNSLEY S 75 4RB 202026 ROSE & CROWN, DARTON BARNSLEY ROAD BARNSLEY S 75 5NQ 201858 KINGS HEAD, MAPPLEWELL TOWNGATE BARNSLEY S 75 6AP 202035 ROYAL OAK, WHITWELL BAKESTONE MOOR WORKSOP S 80 4QB 300265 DOVE & RAINBOW, SHEFFIELD HARTS HEAD SHEFFIELD S1 2EL 201738 HORSE & JOCKEY, UNSTONE 273 SHEFFIELD ROAD DRONFIELD S18 4DA 202338 NAVIGATION, KILLAMARSH BRIDGE STREET SHEFFIELD S21 1AL 300273 ROSEGARTH, SHEFFIELD ROSEGARTH AVENUE SHEFFIELD S26 2DB 125938 POACHERS ARMS, HOPE 95 CASTLETON ROAD HOPE S33 6SB 202346 PHOENIX, HIGH GREEN GREEN GATE LANE SHEFFIELD S35 3GS 202155 VICTORIA, BRAMPTON 21/23 VICTORIA STREET WEST CHESTERFIELD S40 3QY 203626 WINSICK ARMS, HASLAND MANSFIELD ROAD CHESTERFIELD S41 0JH DERBYSHIRE 202328 JOLLY FARMER, HOLMEWOOD HEATH ROAD CHESTERFIELD S42 5RB 202307 ALBERT, WOODTHORPE 6 WOODTHORPE ROAD CHESTERFIELD S43 3BZ 300356 CROSS KEYS, BOLSOVER TOWN END CHESTERFIELD S44 6DT 300337 ELM TREE INN, CHESTERFIELD 50 HIGH STREET CHESTERFIELD S45 9EE 300466 BASSETT, SHEFFIELD 17 COWPER AVENUE SHEFFIELD S6 1AG 202050 SCARBOROUGH ARMS, SHEFFIELD 34 ADDY STREET SHEFFIELD S6 3FU 201997 RED HOUSE, WEST MELTON MELTON GREEN ROTHERHAM S63 6AB 203284 RUSTY DUDLEY, GOLDTHORPE 43-45 DONCASTER ROAD ROTHERHAM S63 9AJ 202393 ARDSLEY LODGE, STAIRFOOT DONCASTER ROAD ARDSLEY S70 3PE 202318 CUTTING EDGE, WORSBOROUGH DALE CUTTING BANK EDGE ROAD BARNSLEY S70 4AF 300411 PRINCE OF WALES, BARNSLEY HIGHSTONE ROAD BARNSLEY S70 4DX 126115 COCK INN, BIRDWELL PILLEY HILL BARNSLEY S70 5UD 300406 PORTERS, BARNSLEY 17 MILTON ROAD BARNSLEY S74 9AU 300395 NEWCASTLE ARMS, WORKSOP 88 CARLTON ROAD WORKSOP S80 1PS 300267 GREYHOUND HOTEL, WORKSOP CAVENDISH ROAD WORKSOP S80 2TP 131310 ELM TREE, ELMTON ELMTON NOTTS S80 4LS 300262 RED DRAGON, ABERAVON MOORLAND ROAD ABERAVON SA12 6LR 300083 CROWN, LOWER BRYNAMMEN 27 PARK STREET DYFED SA18 1TF 300088 FAMOUS BEAR, SWANSEA 690 MUMBLES ROAD SWANSEA SA3 4EE 201415 DOG HOUSE, LONDON 293 KENNINGTON ROAD LONDON SE11 6BY 898592 BAR ROOM BAR (TANKARD), LONDO 111 KENNINGTON ROAD LONDON SE11 6SF 201444 HUNTSMAN & HOUND, LONDON 70 ELSTED STREET LONDON SE17 1QX 201453 MARKET TAVERN, LONDON 201 MAPLE ROAD LONDON SE20 8HU 202784 GOLDEN LION, PENGE 61 MAPLE ROAD PENGE SE20 8LA 300452 PORTMANOR, LONDON PORTLAND ROAD LONDON SE25 4UF 201302 GLADSTONE, SOUTH NORWOOD 167 PORTLAND ROAD LONDON SE25 4UY 300310 SHIP, SOUTH NORWOOD 55 HIGH STREET LONDON SE25 6EF 200565 MOTTE & BAILY, PIRTON 1 GREAT GREEN NR HITCHEN SG 5 3QD 201190 BULL INN, MUCH HADHAM HIGH STREET HERTS SG10 6BU 200544 CATHERINE WHEEL, GRAVESEND PELHAM ROAD ALBURY NR WARE SG11 2LW 203328 SOW & PIGS, WARE THUNDERIDGE HERTS SG12 0ST 201188 ANGEL, WARE 54 STAR STREET HERTS SG12 7AQ 300394 HIGH OAK, WARE 26 HIGH OAK ROAD HERTFORDSHIRE SG12 7PD 201194 RED LION, STANSTEAD ABBOTS HIGH STREET NEAR WARE HERTS SG12 8AA 201191 CROWN, HUNSDON 8 HIGH STREET NR WARE HERTS SG12 8NZ 203554 WAGGON & HORSES, GREAT AMWEL PEPPERMILL WARE SG12 9RQ 201195 SARACENS HEAD, HERTFORD 45 WARE ROAD HERTS SG13 7EB 201193 JOLLY PINDAR HOTEL, HERTFORD H LONDON ROAD HERTS SG13 7PW 202414 BEEHIVE, NR LITTLE BERKHAMPSTE EPPING GREEN HERTS SG13 8NB 201192 CROWN, NR HERTFORD NEWGATE STREET VILLAGE HERTS SG13 8RA 203496 THREE TUNS, HERTFORD 34 ST ANDREWS STREET HERTS SG14 1JA 202446 BLACK SWAN, SHEFFORD HIGH STREET BEDFORDSHIRE SG17 5DD 201189 BOOT, KIMPTON NR HITCHIN 64 HIGH STREET HERTS SG4 8TP 130939 PEAR TREE 61 NORTH END BASSINGBOURN SG8 5NZ

425 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 113698 CHEQUERS, ORWELL 22 TOWN GREEN ROAD ORWELL SG8 5QL 122940 JOLLY SAILOR, BUNTINGFORD 2 STATION ROAD HERTS SG9 9HU 203189 RAILWAY INN, BUNTINGFORD 1 LONDON ROAD HERTS SG9 9JJ 202115 THATCHED HOUSE, STOCKPORT 74 CHURCHGATE CHESHIRE SK 1 1YJ 201623 CROWN INN, STOCKPORT 14 HIGHER HILLGATE CHESHIRE SK 1 3ER 201872 LITTLE JACK HORNERS, STOCKPORT 28 LORD STREET CHESHIRE SK 1 3NA 202182 WHEATSHEAF, STOCKPORT 205 HIGHER HILLGATE CHESHIRE SK 1 3RB 201747 JOLLY CROFTER, STOCKPORT 15 CASTLE STREET CHESHIRE SK 3 9AB 200826 GREY HORSE, ROMILEY 51 STOCKPORT ROAD STOCKPORT SK 6 3AA 201737 HORSE & JOCKEY, HAZEL GROVE 201 LONDON ROAD STOCKPORT SK 7 4HJ 203449 STOCKPORT ARMS, STOCKPORT 25 ST PETERSGATE CHESHIRE SK1 1EB 203535 VICTORIA, STOCKPORT 125 HALL STREET STOCKPORT SK1 4HE 202982 TOWN HOUSE, MACCLESFIELD 13 KING EDWARD STREET CHESHIRE SK10 1AQ 203115 PLOUGH INN, MACCLESFIELD 32 PRESTBURY ROAD MACCLESFIELD SK10 1AU 202717 FLOWER POT, MACCLESFIELD HURDSFIELD ROAD MACCLESFIELD SK10 2PY 203008 MULBERRY BUSH, MACCLESFIELD 2 CARISBROOK AVENUE CHESHIRE SK10 2RW 203080 PACKHORSE, BROCKEN CROSS BROCKEN CROSS NR MACCLESFIELD SK10 3LG 202958 LORD CLYDE, BOLLINGTON 36 CLARKE LANE NR MACCLESFIELD SK10 5AH 203553 WAGGON & HORSES, BOLLINGTON 127 WELLINGTON ROAD MACCLESFIELD SK10 5HT 203332 SPINNERS ARMS, BOLLINGTON 76 PALMERSTONE STREET NR MACCLESFIELD SK10 5PW 201605 COTTON TREE, BOLLINGTON 3-5 INGERSLEY ROAD NR. MACCLESFIELD SK10 5RE 203243 ROBIN HOOD, RAINOW CHAPEL BROW MACCLESFIELD SK10 5XE 202561 CHURCH HOUSE, SUTTON CHURCH LANE MACCLESFIELD SK11 0DS 202721 FOOLS NOOK INN, SUTTON LEEK RD MACCLESFIELD SK11 0JF 203150 QUEENS ARMS, BOSLEY LEEK ROAD NR MACCLEDFIELD SK11 0NX 202367 LOUNGE, CHESHIRE PICKFORD STREET CHESHIRE SK11 6JD 201445 JOLLY SAILOR, MACCLESFIELD 60 SUNDERLAND STREET CHESHIRE SK11 6JL 203610 WHITE LION, MACCLESFIELD 105 MILL STREET CHESHIRE SK11 6NN 202629 CROWN INN, MACCLESFIELD BOND STREET CHESHIRE SK11 6QS 203124 PORTERS (PRINCE OF WALES), MAC MACCLESFIELD CHESHIRE SK11 6UT 202416 BEEHIVE, MACCLESFIELD 262 BLACK ROAD CHESHIRE SK11 7JY 202558 CHESTER ROAD TAVERN, MACCLESFI CHESTER ROAD CHESHIRE SK11 8DG 202885 IVY LEAF, MACCLESFIELD 108 IVY LANE CHESHIRE SK11 8NA 202521 BULLS HEAD INN, POYNTON 115 LONDON ROAD NORTH POYNTON SK12 1AG 119698 POYNTON WINE BAR, POYNTON 42 PARK LANE POYNTON SK12 1RE 202456 BOARS HEAD, POYNTON SHRIGLEY ROAD NORTH CHESHIRE SK12 1TE 201491 ALBERT HOTEL, DISLEY 75 BUXTON ROAD STOCKPORT SK12 2HA 201500 ANCHOR INN, HADFIELD HADFIELD ROAD HYDE SK13 1NR 203333 SPINNERS ARMS, HADFIELD MARSDEN STREET VIA HYDE SK13 2DP 203360 STAR INN, GLOSSOP 2 HOWARD ST DERBYSHIRE SK13 7DD 113588 GEORGE HOTEL, GLOSSOP 34 NORFOLK STREET GLOSSOP SK13 7QU 200610 GREEK TAVERNA, OLD GLOSSOP WELLGATE DERBYS SK13 7RS 300376 QUEENS ARMS, OLD GLOSSOP 1 SHEPLEY STREET DERBYSHIRE SK13 7RZ 300303 DROVERS ARMS, GLOSSOP 18 CHARLESTOWN GLOSSOP SK13 8LD 201474 ROYAL OAK, GLOSSOP SHEFFIELD ROAD GLOSSOP SK13 8QY 202555 CHESHIRE CHEESE, HYDE 138 MARKET STREET CHESHIRE SK14 1EX 203305 SHEPHERD’S CALL, HYDE 216 MARKET STREET CHESHIRE SK14 1HB 203175 RAILWAY, NEWTON MOOR 29 COMMERCIAL BROW HYDE SK14 2JR 203573 WERNETH HOTEL, GEE CROSS 151 STOCKPORT ROAD HYDE SK14 5RA 201689 GODLEY HALL, HYDE C/O CHARLES PATRICK INNS, 36 CHESHIRE SK14 6JJ CHURCH BROW 202024 BAR LIQUID, STALYBRIDGE MARKET STREET STALYBRIDGE SK15 2AL 202516 BULLS HEAD, STALYBRIDGE 4 KNOWL STREET CHESHIRE SK15 3AJ 202737 FRIENDSHIP INN, DUKINFIELD 18 CONCORD WAY DUKINFIELD SK16 4DB 202949 LISTONS, DUKINFIELD 39 CHEETHAM HILL ROAD DUKINFIELD SK16 5JL 201196 DEVONSHIRE ARMS, HARTINGTON MARKET PLACE DERBYS SK17 0AL 200573 BLAZING RAG, BUXTON 103-107 LONDON ROAD DERBYS SK17 9NT 203630 WRIGHTS ARMS, OFFERTON 198 MARPLE ROAD OFFERTON SK2 5EU 202910 KINGS ARMS, CHAPEL EN LE FRITH MARKET PLACE CHAPEL EN LE FRITH SK23 0EN 116125 TWIN BEAKS CHAPEL EN LE FRITH 29 MARKET STREET CHAPEL EN LE FRITH SK23 0HP

426 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203599 WHITE HORSE, WHALEY BRIDGE BUXTON ROAD HIGH PEAK SK23 7HX 201698 GOYT INN, WHALEY BRIDGE BRIDGE STREET STOCKPORT SK23 7LR 203018 NAVIGATION INN, WHALEY BRIDGE JOHNSTON STREET STOCKPORT SK23 7LU 130023 SOLDIER DICK BUXTON ROAD HIGH PEAK SK23 7PH 202592 COMFORTABLE GILL, STOCKPORT 34 KING STREET WEST CHESHIRE SK3 0DY 203319 SIR ROBERT PEEL HOTEL, EDGELEY 83 CASTLE STREET STOCKPORT SK3 9AR 202810 GREYHOUND, EDGELEY BOWDEN STREET STOCKPORT SK3 9HG 203181 RAILWAY, NORTH STOCKPORT 74-76 WELLINGTON ROAD NORTH STOCKPORT SK4 1HF NORTH 202794 GRAPES, HEATON NORRIS 2 QUANTOCK CLOSE STOCKPORT SK4 1LF 202807 GREY HORSE, HEATON NORRIS 89 OLD ROAD STOCKPORT SK4 1TE 203489 THREE CROWNS, HEATON NORRIS MANCHESTER ROAD STOCKPORT SK4 1TN 202692 FARMERS ARMS, STOCKPORT BRINNINGTON STOCKPORT SK5 8HX 202164 WAGGON & HORSES, WOODLEY 85 HYDE ROAD STOCKPORT SK6 1QG 202633 CROWN INN, BREDBURY STOCKPORT ROAD STOCKPORT SK6 2AA 202517 BULLS HEAD, HIGH LANE 28 BUXTON ROAD STOCKPORT SK6 8BH 202809 GREYHOUND, CHEADLE HULME LADYBRIDGE ROAD CHEADLE HULME SK8 5PL 202736 FREEMASONS ARMS, HANDFORTH 88 WILMSLOW ROAD WILMSLOW SK9 3EW 202696 FARMERS ARMS, WILMSLOW CHAPEL LANE CHESHIRE SK9 5JH 202874 HORSE & JOCKEY, WILMSLOW DAVENPORT GREEN CHESHIRE SK9 6EG 203266 ROYAL OAK, ALDERLEY EDGE HEYES LANE CHESHIRE SK9 7JY 203352 STAGS HEAD, GREAT WARFORD MILL LANE GREAT WARFORD SK9 7TY 201197 BULL, IVER 7 HIGH ST BUCKS SL 0 9ND 201198 GREYHOUND, SLOUGH 112 ALBERT STREET BERKSHIRE SL 1 2AY 201202 RED LION, NR WINDSOR OAKLEY GREEN BERKS SL 4 4PZ 201200 QUEENS HEAD, WATER OAKLEY WINDSOR ROAD NR WINDSOR BERKS SL 4 5UJ 201201 QUEENS HEAD, LITTLE MARLOW MA POUND LANE CHURCH ROAD BUCKS SL 7 3RZ 300154 RED LION, COLNBROOK HIGH STREET SLOUGH SL3 0LX 300156 OLD GEORGE, COLNBROOK HIGH STREET BERKSHIRE SL3 0LX 300153 MORNING STAR, DATCHET THE GREEN SLOUGH SL3 9BJ 300152 JOLLY GARDENERS, OLD WINDSOR 92 ST LUKES ROAD BERKSHIRE SL4 2QJ 202617 CROOKED BILLET, LITTLE MARLOW SHEEPRIDGE LANE BUCKS SL7 3SG 202746 GARIBALDI, BOURNE END HEDSOR ROAD BUCKS SL8 5EE 300319 ANGEL, SUTTON 77 ANGEL HILL SURREY SM1 3EH 201203 BARRINGTON ARMS, SHRIVENHAM 25 HIGH STREET WILTS SN 6 8AN 203167 QUEENS TAP, SWINDON 74 STATION ROAD SWINDON SN1 1DG 300144 ROARING DONKEY, SWINDON 6 ALBERT STREET SWINDON SN1 3HJ 300142 PRINCE OF WALES, SWINDON 8-9 UNION STREET SWINDON SN1 3LD 300165 FOUR SEASONS, DEVIZES 13 HIGH STREET DEVIZES SN10 1AT 300166 STAGE POST, WEST LAVINGTON 9 HIGH STREET DEVIZES SN10 4HQ 300125 BLACK HORSE, CHERHILL MAIN ROAD CALNE SN11 8UT 300150 BUDS II, MELKSHAM 1 LOWBOURNE WILTSHIRE SN12 7DZ 300115 FOX & HOUNDS, COLERNE 9 HIGH STREET CHIPPENHAM SN14 8DB 300129 NEW INN, CHIPPENHAM 25 NEW ROAD CHIPPENHAM SN15 1HS 300136 CARRIERS, SOUTH MARSTON HIGHWORTH ROAD SWINDON SN3 4SE 300146 SUN, LIDDINGTON 41 PURLEY ROAD SWINDON SN4 0HA 300139 GHOST TRAIN, PURTON NEW ROAD SWINDON SN5 4HF 300130 NINE ELMS, SHAW OLD SHAW LANE SWINDON SN5 9PH 300143 RED LION, CASTLE EATON THE STREET SWINDON SN6 6JZ 300140 HORSE & JOCKEY, ASHTON KEYNES 15 GOSDITCH STREET SWINDON SN6 6NZ 300148 WHITE LION, CRICKLADE 50 HIGH STREET SWINDON SN6 6QB 300145 ROSE & CROWN, HIGHWORTH 19 THE GREEN SWINDON SN6 7DB 300134 BARGE, HONEYSTREET PEWSEY HONEYSTREET PEWSEY SN9 5PS 200557 ANCHOR, SOUTHAMPTON 76 EAST STREET HAMPSHIRE SO14 3HQ 300407 CHAPEL ARMS, SOUTHAMPTON 40 ALBERT ROAD NORTH SOUTHAMPTON SO14 5GB 203262 GATE HOUSE, SOUTHAMPTON 14 PADWELL ROAD HAMPSHIRE SO14 6QZ 202711 FITZHUGH ALE HSE(CORNER POST), 81 MILTON ROAD HANTS SO15 2JD 203448 STILE INN, SHIRLEY 224 SHIRLEY ROAD SOUTHAMPTON SO15 3FL HAMPSHIRE 202662 DRUMMOND ARMS, PORTSWOOD 56 SOMERSET ROAD SOUTHAMPTON SO17 3AA

427 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300280 BITTERN, SOUTHAMPTON 26-28 THORNHILL PARK ROAD SOUTHAMPTON SO18 5TQ 300217 MERRY OAK, SOUTHAMPTON SPRING ROAD SOUTHAMPTON SO19 2BN 202971 MANOR HOUSE, WOOLSTON 8 SWANAGE CLOSE SOUTHAMPTON SO19 2EW 300212 EARL OF LOCKSLEY, SHOLING 20 SOUTHEAST ROAD SOUTHAMPTON SO19 8TQ 300201 GREYHOUND, STOCKBRIDGE 31 HIGH STREET HAMPSHIRE SO20 6EY 202625 CROWN, STOCKBRIDGE ROMSEY ROAD STOCKBRIDGE SO20 6PW 300287 CROWN INN, BISHOP WALTHAM THE SQUARE SOUTHAMPTON SO23 1AF 203237 RISING SUN, SWANMORE HILL POUND SOUTHAMPTON SO32 2PS 300421 ELEPHANT & CASTLE, SOUTHAMPTO 40 COMMERCIAL ROAD SOUTHAMPTON SO40 3AG 300437 PEG & PARROT, TOTTON 44 RUMBRIDGE STREET SOUTHAMPTON SO40 4DS 300448 WHITE HORSE, SOUTHAMPTON MAIN ROAD SOUTHAMPTON SO40 4US 203201 NEW INN, HOUNSDOWN MAIN ROAD TOTTON SO40 7EP 300427 KING RUFUS, SOUTHAMPTON ELING HILL SOUTHAMPTON SO40 9HE 300447 SWAN INN, SOUTHAMPTON 4 HIGH STREET SOUTHAMPTON SO40 9HN 300440 RED LION, MILFORD ON SEA 32 HIGH STREET HAMPSHIRE SO41 0QD 113692 FILLY INN, BROCKENHURST LYMINGTON ROAD BROCKENHURST SO42 7UF 300424 HAMPSHIRE YEOMAN, SOUTHAMPTON HAMPTON LANE SOUTHAMPTON SO45 1XA 300430 LANGLEY TAVERN, SOUTHAMPTON LEPE ROAD SOUTHAMPTON SO45 1XR 300433 MALT & HOPS, SOUTHAMPTON 43-45 SOUTH STREET SOUTHAMPTON SO45 6EA 300420 DOG & CROOK, ROMSEY CROOK HILL ROMSEY SO51 0QB 202428 BISHOPS BLAIZE INN, ROMSEY WINCHESTER ROAD SOUTHAMPTON SO51 8AA HANTS 300449 WILLIAM IV, ROMSEY 45 LATIMER STREET ROMSEY SO51 8DF 300431 LA PARISIENNE, ROMSEY 21 BELL STREET ROMSEY SO51 8GY 300360 HILTONBURY FARMHSE, EASTLEIGH NORTH MILLERS DALE EASTLEIGH SO53 1SZ 300135 BISHOP BLAIZE, ANDOVER 11 NEW STREET HANTS SP10 1DP 202841 HARE & HOUNDS, HATHERDEN CHARLTON DOWN ANDOVER SP11 0JA 203604 WHITE LION, WHERWELL WINCHESTER ROAD ANDOVER SP11 7JF HAMPSHIRE 300214 GREYHOUND, WILTON SALISBURY 4 MARKET PLACE SALISBURY SP2 0HT 202871 HORSE & GROOM, SAILSBURY WILTON RD WILTSHIRE SP2 7ES 300198 ALE & CIDER PRESS, S/BURY 44 FISHERTON STREET SALISBURY SP2 7RB 300293 PHEASANT, SALISBURY LONDON ROAD SALISBURY SP5 1BN 300219 KINGS HEAD, REDLYNCH THE ROW SALISBURY SP5 2JT 201568 BURTON HOUSE, BOROUGH ROAD SAVILLE PLACE SUNDERLAND SR 1 1PA 201907 MUSEUM VAULTS, SUNDERLAND SILKSWORTH ROW TYNE & WEAR SR 1 3QJ 201861 LABURNUM COTTAGE, HENDON ROBINSON TERRACE SUNDERLAND SR 2 8PB 202146 VANE ARMS, SILKSWORTH SILKSWORTH TERRACE SUNDERLAND SR 3 1EJ 201752 JOLLY POTTER, SOUTH HYLTON RAILWAY TERRACE SUNDERLAND SR 4 0PZ 202049 SALTGRASS, DEPTFORD AYRES QUAY SUNDERLAND SR 4 6BY 201706 GRINDON MILL, GRINDON THE BROADWAY SUNDERLAND SR 4 8HB 201595 COLLIERY TAVERN, SOUTHWICK SOUTHWICK ROAD SUNDERLAND SR 5 1EQ 202068 SHIPWRIGHTS, SUNDERLAND NORTH HYLTON TYNE & WEAR SR 5 3HW 201740 HOWARD ARMS, ROKER 183 ROKER AVENUE SUNDERLAND SR 6 0BS 201405 CAMBRIDGE HOTEL, SUNDERLAND 88 FULWELL ROAD TYNE & WEAR SR 6 0JB 200059 TAYLORS, SUNDERLAND DOVEDALE ROAD TYNE AND WEAR SR 6 8LS 201956 PHOENIX, SEAHAM STOCKTON ROAD CO. DURHAM SR 7 0JH 200070 TIMES INN, DALTON LE DALE STOCKTON ROAD CO DURHAM SR 7 8QA 200067 ROYAL GEORGE INN, PETERLEE OLD SHOTTON CO DURHAM SR 8 2ND 201889 MASONS ARMS, PETERLEE EASINGTON VILLAGE CO. DURHAM SR 8 3BQ 300366 RAILWAY, SUNDERLAND 1 WESTBURY STREET SUNDERLAND SR4 6EF 300460 HALFWAY HOUSE, SUNDERLAND 133 SOUTHWICK ROAD SUNDERLAND SR5 1SP 201493 ALBION, SOUTHWICK SOUTHWICK ROAD SUNDERLAND SR5 2AA 300269 MALLARD, SEAHAM STOCKTON ROAD SEAHAM SR7 8EP 201860 KNARESBROUGH, MURTON WILLIAMS ROAD SEAHAM SR7 9RH 200546 ANCHOR, CANEWDON HIGH STREET ROCHFORD SS 4 3QA 300239 GREAT CHALVEDON HALL, PITSEA OFF RECTORY ROAD ESSEX SS13 2AN 201216 MASONS ARMS, FAR GREEN HANLE DILKE STREET STOKE ON TRENT ST 1 2LJ STAFFS 201204 BOTTESLOW ARMS, HANLEY STOKE- LEEK ROAD STAFFS ST 1 3HQ

428 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201223 OLD RENDEVOUS, ETRURIA 67 ETRURIA OLD ROAD STAFFS ST 1 5PE 201205 BEVERLEY, BENTILEE STOKE BEVERLEY DRIVE STAFFS ST 2 0NA 201228 SIGNALMAN, LONGTON STOK PARAGON ROAD STAFFS ST 3 1JE 200608 NEW PENNY, FENTON GOLDENHILL ROAD STOKE ON TRENT ST 4 3DP 201219 OLD HOUSE AT HOME, HARTSHILL HARTSHILL ROAD STOKE ON TRENT ST 4 6AF 201212 FORGE, KNUTTON NEWCASTL KNUTTON LANE STAFFS ST 5 6ET 201684 GLOBE, SILVERDALE 53 HIGH STREET NEWCASTLE-UNDER- ST 5 6NG LYNE 201206 BLACK HORSE INN, CHESTERTON SUTTON STREET STAFFS ST 5 7JH 201214 GOOSE, BURSLEM HAYWOOD ROAD STOKE ON TRENT ST 6 7AH 201224 ROSE & CROWN, BROWN EDGE S HILL TOP STAFFS ST 6 8TX 114057 SKYLARK, TALKE PITS JAMAGE ROAD TALKE PITS ST 7 1QD 200581 DEVONSHIRE ARMS, ALSAGER SHADY GROVE CHESHIRE ST 7 2NH 201232 YEOMAN, ALSAGER STOKE-O AUDLEY ROAD STAFFS ST 7 2QL 201229 SWAN INN, BIDDULPH STOKE 39 HIGH STREET STAFFS ST 8 6AD 201208 CROWN & CUSHION, BIDDULPH HIGH STREET STAFFS ST 8 6AS 201217 NELSON INN, BROWN LEES STO 118 BROWN LEES ROAD STAFFS ST 8 6PW 201213 GARDENERS REST, BRINDLEY FORD FISHER STREET STAFFS ST 8 7QJ 201222 POWYS ARMS, STOKE ON TRENT WETLEY ROCKS STAFFS ST 9 0BA 201231 WHEEL, STOKE-ON-TRENT LONGSDON STAFFS ST 9 9QF 203526 VICTORIA, HANLEY VICTORIA SQUARE STOKE ON TRENT ST1 4JH 202861 HOLDEN BRIDGE, SNEYD GREEN LEEK NEW ROAD STOKE ON TRENT ST1 6EJ 202110 TALBOT INN, CHEADLE WATT PLACE STOKE ON TRENT ST10 1NY 201209 CRICKETERS ARMS, OAKAMOOR THE SQUARE STAFFS ST10 3AB 113691 DRAYCOTT ARMS, DRAYCOTT CHEADLE ROAD STAFFORDSHIRE ST11 9RQ 900537 PLUME OF FEATHERS, BARLASTON STATION ROAD BARLASTON ST12 9DH 202327 HOPE & ANCHOR, UTTOXETER 83 HIGH STREET STAFFS ST14 7JJ 201221 PLOUGH, UTTOXETER STAFFORD ROAD BLOUNTS STAFFS ST14 8DR GREEN 201218 OLD STAR, UTTOXETER QUEEN STREET STAFFS ST14 8HJ 201211 DOG & PARTRIDGE, MARCHINGTON CHURCH LANE STAFFS ST14 8LJ 201226 RAILWAY INN, STAFFORD 23 CASTLE STREET STAFFS ST16 2EB 201215 KINGS ARMS, STAFFORD 12 PEEL TERRACE STAFFS ST16 3HD 201220 BEAR & PHEASANT, STAFFORD 15/16 FRIARS TERRACE STAFFS ST17 4AU 201210 SPITTAL BROOK, STAFFORD 106 LICHFIELD ROAD STAFFS ST17 4LP 115265 PLOUGH INN, AMERTON AMERTON STOWE BY CHARTLEY ST18 9LA 201227 RAILWAY INN, PENKRIDGE CLAY STREET STAFFS ST19 5AF 201912 NAVIGATION INN, GNOSALL NEWPORT ROAD STAFFORD ST20 0BN 200547 COCK, WOODSEAVES NEWPORT ROAD STAFFORD ST20 0NP 202540 CASTLE MONA INN, NEWCASTLE UND VICTORIA STREET STAFFORDSHIRE ST5 1NT 202543 CAVALIER HOTEL, BRADWELL ESTAT RICEYMAN ROAD NEWCASTLE U LYME ST5 8LH 202853 HEMPSTALLS INN, NEWCASTLE UNDE HEMPSTALLS LANE NEWCASTLE UNDER ST5 9NR LYME 113690 RIFLEMAN INN, ACRES NOOK ACRES NOOK STOKE ON TRENT ST6 4QL 202985 MERE INN, ALSAGER 56 CREWE ROAD ALSAGER ST7 2ET 300468 DOG & PARTRIDGE, STOKE 508 TURNHURST ROAD STOKE ST7 4QF 300272 POTTERS LODGE, STOKE ON TRENT NANTWICH ROAD STOKE ON TRENT ST7 8DY 200561 WINDSOR ARMS, CLAPHAM STONHOUSE STREET LONDON SW 4 6BJ 897179 BAR ROOM BAR CLOCKHOUSE, BATT 441 BATTERSEA PARK ROAD BATTERSEA SW11 4LR 901662 MONTAGUE ARMS, ROEHAMPTON 3 MEDFIELD STREET ROEHAMPTON SW15 4JY 300244 PUMP HOUSE, LONDON 99 RYLESTON ROAD LONDON SW6 7SW 300237 DEW DROP, LONDON 56-58 STEWART ROAD LONDON SW8 4DE 201235 CROWN & SCEPTRE, SHREWSBURY MINSTERLEY SHROPSHIRE SY 5 0BA 201237 GEORGE INN, LUDLOW CASTLE SQUARE SHROPSHIRE SY 8 1AT 201233 BLUE BOAR, LUDLOW MILL STREET SHROPSHIRE SY 8 1BG 201236 COMPASSES INN, LUDLOW 1 CORVE STREET SHROPSHIRE SY 8 1DA 201234 BRIDGE, LUDLOW CORVE STREET SHROPSHIRE SY 8 1DX 200627 KINGS HEAD, BISHOPS CASTLE 48 CHURCH ST SHROPSHIRE SY 9 5AA 203641 YORKSHIRE HOUSE, SHREWSBURY ST MARYS PLACE SHROPSHIRE SY1 1DX 202496 BRITANNIA INN, SHREWSBURY CASTLE FOREGATE SHROPSHIRE SY1 2EJ

429 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203481 TELEGRAPH, CASTLEFIELDS 16 NEW PARK STREET SHREWSBURY SY1 2LD 202384 ANCHOR, SHREWSBURY GLOUCESTER ROAD SHREWSBURY SY1 3PR 202660 DRILL INN, OSWESTRY MORDA SHROPSHIRE SY10 9NY 203636 YE OLDE WHITE LION, OSWESTRY WILLOW STREET SHROPSHIRE SY11 1BH 203225 RED LION HOTEL, OSWESTRY BAILEY HEAD SHROPSHIRE SY11 1PZ 203111 PLOUGH HOTEL, OSWESTRY BEATRICE STREET SHROPSHIRE SY11 1QE 203186 RAILWAY HOTEL, ELLESMERE CROSS STREET SHROPSHIRE SY12 0AW 203468 SWAN INN, ELLESMERE CROSS STREET SHROPSHIRE SY12 0AW 202975 MARKET HOTEL, ELLESMERE SCOTLAND STREET SHROPSHIRE SY12 0EG 203455 SUN INN, ELLESMERE WELSHAMPTON SHROPSHIRE SY12 0PH 202430 BLACK BEAR, WHITCHURCH HIGH STREET WHITCHURCH SY13 1AZ 201996 RED COW, WHITCHURCH PEPPER STREET SHROPSHIRE SY13 1BG 202519 BULLS HEAD, WHITCHURCH WATERGATE STREET WHITCHURCH SY13 1DP 203172 RAILWAY, GREEN END TALBOT STREET WHITCHURCH SY13 1PU 202508 BULL & DOG, WHITCHURCH COTON SHROPSHIRE SY13 2RA 202385 ANCIENT BRITON, WHITCHURCH OLD WOODHOUSES WHITCHURCH SY13 4AQ 202530 CARDEN ARMS, MALPAS TILSTON MALPAS SY14 7HH 203025 NEW INN, NR MALPAS HAMPTON NR MALPAS SY14 8JH 122939 QUEENS HEAD, NEWTOWN POOL ROAD POWYS SY16 1DG 202719 FLYING SHUTTLE, LLANIDLOES ROA VAYNOR EST NEWTOWN SY16 1HL 202943 LION, NEWTOWN SHORT BRIDGE STREET POWYS SY16 2LR 202387 ANGEL, NEWTOWN HIGH STREET NEWTOWN SY16 2NX 203022 NEW INN, POWYS BETTWS POWYS SY16 3DS 202855 HERBERT ARMS, POWYS KERRY POWYS SY16 4NU 122882 STAG, LLANIDLOES 15 GREAT OAK STREET LLANIDLOES SY18 6BU 300090 DUN COW PIE SP, SHREWSBURY 171 ABBEY FOREGATE SHREWSBURY SY2 6AL 203576 WESTWOOD PARK HOTEL, SHREWSBURY ROAD POWYS SY21 7EA WELSHPOOL 203571 WELLINGTON, WELSHPOOL BERRIEW STREET POWYS SY21 7SQ 202875 HORSESHOES, NR WELSHPOOL BERRIEW POWYS SY21 8AW 203038 OAK, NR. WELSHPOOL GUILSFIELD POWYS SY21 9NH 121564 HORSESHOE INN, LLANYMYNECH ARDDLEEN POWYS SY22 6PU 203198 RED BARN, SHREWSBURY LONGDEN ROAD SHROPSHIRE SY3 7HS 203287 SADDLERS, SHREWSBURY WHITECROFT ROAD SHROPSHIRE SY3 7TJ 202382 ANCHOR, SHREWSBURY FRANKWELL SHROPSHIRE SY3 8JX 203207 RED LION, SHREWSBURY BOMERE HEATH SHROPSHIRE SY4 3PD 202658 DOG IN THE LANE, NR SHREWSBURY ASTLEY SHROPSHIRE SY4 4BU 202597 CORBET ARMS, NR SHREWSBURY UFFINGTON SHROPSHIRE SY4 4SN 202535 CASTLE HOTEL, WEM HIGH STREET SHROPSHIRE SY4 5AA 203614 WHITE LION, WEM HIGH STREET SHROPSHIRE SY4 5AA 202846 HAWKESTONE ARMS, WEM NEW STREET SHROPSHIRE SY4 5AF 202371 ADMIRAL DUNCAN, SHROPSHIRE BASCHURCH SHROPSHIRE SY4 5AY 202378 ALBION INN, WEM ASTON STREET SHROPSHIRE SY4 5AY 203602 WHITE HORSE HOTEL, WEM HIGH STREET SHROPSHIRE SY4 5DG 203219 RED LION, SHREWSBURY PONTESBURY SHROPSHIRE SY5 0PS 203012 NAGS HEAD, SHREWSBURY PONTESBURY SHROPSHIRE SY5 0QD 203108 PLOUGH, SHREWSBURY PONTESBURY SHROPSHIRE SY5 0RJ 202923 KYNNERSLEY ARMS, NR SHREWSBURY LEIGHTON SHROPSHIRE SY5 6RN 202584 COCK INN, NR SHREWSBURY HANWOOD SHROPSHIRE SY5 8LJ 202838 HARE & HOUNDS, SHREWSBURY CRUCKTON SHROPSHIRE SY5 8PW 203072 OWEN GLENDOWER, SHREWSBURY FORD SHROPSHIRE SY5 9LE 202911 KINGS ARMS, CHURCH STRETTON HIGH STREET SHROPSHIRE SY6 6BY 203251 ROSE & CROWN, LUDLOW CHURCH STREET SHROPSHIRE SY8 1AP 202767 GLOBE INN, LUDLOW MARKET STREET SHROPSHIRE SY8 1BP 203141 PRINCESS ROYAL INN, TAUNTON 25 CANNON STREET SOMERSET TA1 1SW 203544 VICTORIA INN, TAUNTON EAST REACH SOMERSET TA1 3HF 203574 WESTGATE INN, TAUNTON WESTGATE STREET SOMERSET TA1 4EX 300182 WHITE HART, SOMERTON MARKET PLACE TAUNTON TA11 7LX 203466 SWAN HOTEL, CREWKERNE CHURCH ST SOMERSET TA18 7HR 300170 CROWN INN, ILMINSTER WEST STREET ILMINSTER TA19 9AB

430 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203464 SWAN AT KINGSTON, TAUNTON KINGSTON ST MARY SOMERSET TA2 8HW 203538 VICTORIA ARMS, WELLINGTON 43 NORTH STREET SOMERSET TA21 8LY 202860 HOBBY HORSE INN, MINEHEAD THE ESPLANADE SOMERSET TA24 5QP 300458 COTTAGE INN, NETHER STOWEY KEENTHORNE SOMERSET TA5 1HZ 116352 KINGS HEAD INN, CANNINGTON 12 HIGH STREET CANNINGTON TA5 2HE 300179 ROSE & CROWN, CANNINGTON 30 HIGH STREET BRIDGEWATER TA5 2HF 202497 BRITISH FLAG INN, BRIDGEWATER 77-83 CHILTON STREET SOMERSET TA6 3HX 203548 VOLUNTEER ARMS, BRIDGEWATER UNION STREET SOMERSET TA6 4BY 202941 LIME KILN INN, BRIDGEWATER 38 SALMON PARADE SOMERSET TA6 5LU 202844 HARVEST MOON, NORTH NEWTOWN CHURCH ROAD BRIDGEWATER TA7 0BG SOMERSET 203134 PRINCE OF WALES, WOOLAVINGTON 42 WOOLAVINGTON HILL BRIDEWATER TA7 8HQ SOMERSET 300183 OLD PIER TAV, BURNHAM O SEA PIER STREET BURNHAM ON SEA TA8 1BT 203540 VICTORIA HOTEL, BURNHAM ON SEA 25 VICTORIA STREET SOMERSET TA8 1EQ 116120 FLAMING JAE’S, BURNHAM ON SEA SOUTH ROAD BURNHAM ON SEA TA8 2RD 300185 ORCHARD, HIGHBRIDGE 102 CHURCH ROAD HIGHBRIDGE TA9 3SA 200620 CROSS KEYS, SELKIRK MARKET PLACE SELKIRK TD 7 4BL 200621 BESOM, COLDSTREAM 75-77 HIGH STREET COLDSTREAM TD12 4AE 201525 BLACK BULL, CORNHILL UPON TWEE ETAL VILLAGE NORTHUMBERLAND TD12 4TL 202001 RED LION, BERWICK CASTLEGATE NORTHUMBERLAND TD15 1JS 202189 WHITE HORSE, BERWICK 89 CASTLEGATE NORTHUMBERLAND TD15 1LF 201896 MEADOW HOUSE, BERWICK NORTH ROAD NORTHUMBERLAND TD15 1UR 201727 HARROW INN, TWEEDMOUTH DOCK ROAD BERWICK TD15 2AD 201984 QUEENS HEAD, TWEEDMOUTH CHURCH ROAD BERWICK TD15 2AN 201545 BONARSTEADS, TWEEDMOUTH A1 ROAD BERWICK TD15 2AS 201707 GROVE, TWEEDMOUTH ETAL ROAD BERWICK TD15 2DU 202156 VICTORIA HOTEL, BERWICK NORHAM NORTHUMBERLAND TD15 2LQ 202047 SALMON INN, BERWICK EAST ORD NORTHUMBERLAND TD15 2NS 905985 RED LION HOTEL, EARLSTON THE SQUARE EARLSTON TD4 6DB 115314 CLOISTERS, KELSO BRIDGE STREET KELSO TD5 7HT 113679 KINGS ARMS, MELROSE HIGH STREET MELROSE TD6 9PB 111930 QUEENS HEAD INN, SELKIRK 28 WEST PORT STREET SELKIRK TD7 4DG 201243 THREE CROWNS, WELLINGTON 7 HIGH STREET SHROPSHIRE TF 1 1LU 201244 WREKIN INN, WELLINGTON TEL 26 WREKIN ROAD TELFORD TF 1 1RH 201239 ELEPHANT & CASTLE, ST.GEORGES STAFFORD STREET SHROPSHIRE TF 2 9JQ 201238 CHESHIRE CHEESE, DAWLEY DOSELEY ROAD SHROPSHIRE TF 4 3BA 114171 LORD HILL, MARKET DRAYTON SHREWSBURY ROAD MARKET DRAYTON TF 9 3DU 203168 PORTERS ALE HOUSE, WELLINGTON BRIDGE STREET SHROPSHIRE TF1 1DZ 203324 SMITHFIELD, TELFORD WELLINGTON SHROPSHIRE TF1 1EA 203045 ODDFELLOWS ARMS, WELLINGTON 65 HIGH STREET TELFORD TF1 1JT 202403 BARLEY MOW, WELLINGTON BELL STREET TELFORD TF1 1LS 203183 RAILWAY, TELFORD WELLINGTON SHROPSHIRE TF1 1SD 203220 RED LION, WELLINGTON WHITCHURCH ROAD TELFORD TF1 3AG 202622 CROSS KEYS, HADLEY HAYBRIDGE ROAD TELFORD TF1 4LR 202876 HORSESHOES, KETLEY HOLYHEAD ROAD SHROPSHIRE TF1 5AE 202676 ELEPHANT & CASTLE, KETLEY HOLYHEAD ROAD KETLEY TF1 5AN 203485 THOMAS TELFORD, TELFORD LEEGOMERY SHROPSHIRE TF1 6XQ 202929 LAMB AT EDGEMOND, EDGMOND 29 SHREWSBURY ROAD SHROPSHIRE TF10 8HU 201242 SEVEN STARS, BECKBURY SH MADELEY ROAD SHROPSHIRE TF11 9DN 202980 MASONS ARMS, KEMBERTON HALL LANE SHIFNAL TF11 9LQ 202374 ALBION, BROSELEY HIGH STREET SHROPSHIRE TF12 5EY 202664 DUKE OF YORK, BROSELEY HOCKLEY ROAD SHROPSHIRE TF12 5HT 201240 ROSE & CROWN, KETLEY O HOLLYHEAD ROAD OAKENGATES TF2 0AA 202840 HARE & HOUNDS, OAKENGATES HOLYHEAD ROAD TELFORD TF2 6DJ SHROPSHIRE 203224 RED LION, WROCKWARDINE WOOD NEW ROAD TELFORD TF2 7AA 202666 DUKE OF YORK, TRENCH TRENCH ROAD TELFORD TF2 7DP 203102 PIGEON BOX, TELFORD PRIORSLEE SHROPSHIRE TF2 8HD 202934 LAMB INN, WROCKWARDINE WOOD MOSS ROAD TELFORD TF2 8HU

431 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202522 BUSH, ST GEORGES 34 WEST STREET TELFORD TF2 9HY SHROPSHIRE 202944 LION, TELFORD SHIFNAL ROAD SHROPSHIRE TF2 9NN 203153 QUEENS ARMS, TELFORD BANK ROAD SHROPSHIRE TF4 2BB 202924 ALL LABOUR IN VAIN, TELFORD WELLINGTON ROAD SHROPSHIRE TF4 2PU 203215 RED LION, LITTLE DAWLEY HOLLY ROAD TELFORD TF4 3HB 203152 QUEENS ARMS, DAWLEY FINGER ROAD TELFORD TF4 3LY 202880 HUNTSMAN, TELFORD LITTLE WENLOCK SHROPSHIRE TF6 5BH 202821 GROVE, NR WELLINGTON WALCOT TELFORD TF6 5EN 202571 CLEVELAND ARMS, WELLINGTON HIGH ERCALL SHROPSHIRE TF6 6AE 202505 BUCKS HEAD, TELFORD LONG LANE SHROPSHIRE TF6 6HA 203473 SWAN INN, TELFORD WATERS UPTON SHROPSHIRE TF6 6NP 202966 MALT HOUSE, IRONBRIDGE THE WHARFAGE TELFORD TF8 7NH 203598 WHITE HORSE, IRONBRIDGE LINCOLNS HILL TELFORD TF8 7NX 113697 GREYHOUND, TUNBRIDGE WELLS UPPER GROSVENOR ROAD TUNBRIDGE WELLS TN 1 2EB 300281 BLUE BELL, PADDOCK WOOD BELTRING ROAD KENT TN12 6QH 119254 YE OLD BELLE, RYE 33 THE MINT RYE TN31 7EN 200623 PRIORY, HASTINGS 32 STATION ROAD EAST SUSSEX TN34 1NJ 201246 SEVEN STARS, KINGSBRIDGE 13 MILL STREET SOUTH DEVON TQ 7 1ED 202649 DEVON ARMS, TORQUAY PARK LANE DEVON TQ1 2AU 202981 MASONS ARMS, TORQUAY 112 BABBACOMBE ROAD DEVON TQ1 3SY 300025 LONDON INN, SOUTH BRENT 8 EXETER ROAD DEVON TQ10 9DF 113595 WATERMANS ARMS, BUCKFASTLEIGH 22 CHAPEL STREET DEVON TQ11 0AQ 203594 WHITE HART HOTEL, NEWTON ABBOT 8 EAST STREET DEVON TQ12 1AG 202956 LOCOMOTIVE INN, NEWTON ABBOT EAST STREET DEVON TQ12 2JP 203292 SARACENS HEAD, NEWTON ABBOT FAIRFIELD TERRACE DEVON TQ12 2LH 300032 STAR, LIVERTON TORQUAY LIVERTON NEWTON ABBOT TQ12 6EZ 300030 TAVISTOCK INN, POUNDSGATE POUNDSGATE DEVON TQ13 7NY 300023 KINGS ARMS, TEIGNMOUTH 3 FRENCH STREET DEVON TQ14 8ST 300031 TOR ABBEY INN, TORQUAY 80 BELGRAVE ROAD TORQUAY TQ2 5HZ 201245 BLUE ANCHOR, BRIXHAM FORE STREET DEVON TQ5 8AH 300350 BOLTON HOTEL, BRIXHAM NEW ROAD BRIXHAM TQ5 8LT 300021 FERRY BOAT INN, DITTISHAM MANOR STREET DEVON TQ6 0EX 300027 SHIP IN DOCK, DARTMOUTH RIDGE HILL DEVON TQ6 9PE 300035 SEALE ARMS, DARTMOUTH 10 VICTORIA ROAD DEVON TQ6 9SA 202906 KING OF PRUSSIA, KINGSBRIDGE CHURCH STREET DEVON TQ7 1JB 300026 ROYAL OAK, MALBOROUGH HIGHER TOWN DEVON TQ7 3RL 300020 DOLPHIN, KINGSTON KINGSTON DEVON TQ7 4QE 300024 LODDISWELL INN, LODDISWELL LODDISWELL DEVON TQ7 4QJ 200637 WATERMANS ARMS, TOTNES 13 VICTORIA STREET DEVON TQ9 5EF 203238 RISING SUN, TRURO MITCHELL HILL CORNWALL TR1 1ED 202609 CRAB /ALE HOUSE (WHITE HART), NEW BRIDGE STREET CORNWALL TR1 2AA 202904 KAZBAH, TRURO 3/4 QUAY STREET CORNWALL TR1 2HB 202640 DANIELL ARMS, TRURO INFIRMARY HILL TRURO TR1 2JA 203472 SWAN INN, TRURO KENWYN STREET CORNWALL TR1 3DQ 202370 ADMIRAL BOSCAWEN, TRURO RICHMOND HILL TRURO TR1 3HS 202620 CROSS KEYS, PENRYN CHURCH ROAD FALMOUTH TR10 8DA 202686 FAMOUS BARREL, PENRYN ST THOMAS STREET PENRYN TR10 8JP 202829 HALFWAY HOUSE, RAME CROSS RAME STREET CORNWALL TR10 9EA 203029 NEW INN, PENRYN MABE BURNTHOUSE CORNWALL TR10 9HN 203135 PRINCE OF WALES, FALMOUTH MARKET STRAND CORNWALL TR11 3DB 203298 SEAVIEW INN, CORNWALL CLARE TERRACE FALMOUTH TR11 3EP 202917 KINGS HEAD, FALMOUTH CHURCH CORNER CORNWALL TR11 3EQ 202702 FINN MCCOULS (EX KIMBERLEY), F KILLIGREW STREET FALMOUTH TR11 3PG 203154 QUEENS ARMS, FALMOUTH CONSTANTINE FALMOUTH TR11 5AB 203510 TRELOWARREN ARMS, FALMOUTH BUDOCK WATER TRURO CORNWALL TR11 5DR 203497 THREE TUNS, HELSTON ST KEVERNE TRURO CORNWALL TR12 6ND 203591 WHITE HART, HELSTON ST KEVERNE TRURO CORNWALL TR12 6ND 203083 PARIS HOTEL, HELSTON COVERACK CORNWALL TR12 6SX 202824 GWEEK INN, HELSTON GWEEK HELSTON TR12 6TU

432 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202527 CADGWITH COVE, RUAN MINOR CADGWITH COVE THE LIZARD TR12 7JX 203499 TOP HOUSE, NR HELSON THE LIZARD CORNWALL TR12 7NQ 202419 BELL INN, HELSTON MENEAGE STREET HELSTON TR13 8AA 203047 BEEHIVE (O’DONOVANS), HELSTON 6 COINAGE HALL STREET, CORNWALL TR13 8EB MARKET PLACE 203212 RED LION, HELSTON CHURCH STREET CORNWALL TR13 8TG 203155 QUEENS ARMS, HELSTON BREAGE HELSTON TR13 9PD 202946 LION & LAMB, HALESTON ASHTON HALESTON TR13 9RW 203346 ST MICHAELS MOUNT, TRURO BARRIPPER CORNWALL TR14 0QR 203112 PLOUGH INN, CAMBORNE 7 COLLEGE STREET CAMBORNE TR14 7JU 202599 CORNISH CHOUGHS, CAMBORNE TRESWITHIAN CAMBORNE TR14 7NW 203552 VYVYAN ARMS, CAMBORNE TRELOWARREN STREET TRURO CORNWALL TR14 8AN 203556 WAGGONERS ARMS, CAMBORNE 41 TRELOWARREN STREET CAMBORNE TR14 8AQ 203203 RED JACKETS, CAMBORNE 66 TREVENSON STREET CORNWALL TR14 8HZ 203589 WHITE HART, CAMBORNE FORE STREET CORNWALL TR14 8JS 202998 MINERS ARMS, REDRUTH PLAIN AN GWARRY CORNWALL TR15 1JB 203076 OXFORD INN, REDRUTH 28 FORE STREET CORNWALL TR15 2BQ 203256 ROSE COTTAGE TAVER, REDRUTH CHAPEL ST CORNWALL TR15 2DB 202404 BASSET ALE HOUSE, POOL FORE STREET REDRUTH TR15 3DY 203118 PLUME OF FEATHERS, POOL FORE STREET CORNWALL TR15 3PF 203240 ROBARTES ARMS, REDRUTH ILLOGAN CORNWALL TR16 4RX 203119 PLUME OF FEATHERS, REDRUTH SCORRIER REDRUTH TR16 5BN 202730 FOX & HOUNDS, REDRUTH SCORRIER REDRUTH TR16 5BS 203344 ST DAY HOTEL, REDRUTH ST DAY TRURO CORNWALL TR16 5JU 203441 STAR INN, REDRUTH VOGUE TRURO CORNWALL TR16 5NP 129778 COPPICE INN, REDRUTH LANNER CORNWALL TR16 6JB 202588 COLDSTREAMER, PENZANCE GULVAL PENZANCE TR18 3BB 203517 TURKS HEAD, PENZANCE CHAPEL STREET TRURO CORNWALL TR18 4AF 300006 NAVY INN, PENZANCE QUEENS STREET CORNWALL TR18 4DE 202659 DOLPHIN, PENZANCE NEWLYN PENZANCE TR18 5HZ 300008 RED LION, NEWLYN 36 FORE STREET PENZANCE TR18 5JP 203586 WHEEL INN, TRURO TRESILLIAN CORNWALL TR2 4BA 203545 VICTORY INN, TRURO ST MAWES CORNWALL TR2 5DQ 203257 ROSELAND INN, TRURO PHILLEIGH CORNWALL TR2 5NB 203593 WHITE HART, PENZANCE LUDGVAN TRURO CORNWALL TR20 8EY 202681 ENGINE INN, NANCLEDAR CRIPPLES EASE PENZANCE TR20 8NF 203511 TREVELYAN ARMS, PENZANCE GOLDSITHNEY TRURO CORNWALL TR20 9JU 202986 MERMAID INN, ISLES OF SCILLY ST MARYS TR21 0HY 202598 CORNISH ARMS, ST IVES TRELYON ST IVES TR26 2PG 202830 HALSETOWN INN, ST IVES HALESTOWN ST IVES TR26 3LZ 203442 STAR INN, ST ERTH 1 CHURCH STREET HAYLE TR27 6HP 202927 LAMB & FLAG, NR HAYLE CANONSTOWN CORNWALL TR27 6LU 203064 OLD QUAY INN, TRURO DEVORAN TRURO TR3 6NE 203348 STAG HUNT, PONSANOOTH 20 ST MICHAELS ROAD TRURO CORNWALL TR3 7EE 203226 RED LION INN, TRURO BLACKWATER TRURO TR4 8EU 202560 CHIVERTON ARMS, BLACKWATER CHIVERTON CROSS TRURO TR4 8HS 202916 KINGS HEAD, CHACEWATER FORE STREET TRURO TR4 8PY 203062 OLD PLOUGH, TRURO SHORTLANESEND TRURO TR4 9DD 202999 MINERS ARMS, ST AGNES MITHIAN ST AGNES TR5 0QU 203123 PETERVILLE INN, CORNWALL ST AGNES CORNWALL TR5 0QU 203192 RAILWAY INN, ST AGNUS 10 VICARAGE ROAD ST AGNUS TR5 0TJ 202460 BOLINGEY INN, BOLINGEY PENWARTHA PERRANPORTH TR6 0DH 300002 FARMERS ARMS, NEWQUAY ST COLUMB MINOR CORNWALL TR7 3EZ 202687 FAMOUS FIRKIN, ST COLUMB MINOR 48 PORTHBEAN ROAD NEWQUAY CORNWALL TR7 3JB 113700 WILLOWS, KESTLEMILL KESTLE MILL NEWQUAY TR8 4PU 203095 PHEASANT INN, NEWQUAY NEWLYN EAST NEWQUAY TR8 5LJ 300009 CORNISHMAN, NEWQUAY CRANTOCK CORNWALL TR8 5RB 203316 SILVER BALL, ST COLUMB FAIR STREET TRURO CORNWALL TR9 6RL 202212 ZETLAND HOTEL, MIDDLESBROUGH ZETLAND ROAD CLEVELAND TS 1 1EH 200626 PURPLE ONION, MIDDLESBROUGH 80 CORPORATION ROAD MIDDLESBROUGH TS 1 2RF

433 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201397 BRIDGE, MIDDLESBROUGH BRIDGE STREET EAST MIDDLESBROUGH TS 2 1NW 201940 OLD VIC, MIDDLESBROUGH 41 ORMSEBY ROAD CLEVELAND TS 3 7AL 201645 EAGLE, BERWICK HILLS ROTHBURY ROAD MIDDLESBROUGH TS 3 7NP 200014 HALFPENNY, MIDDLESBROUGH MARTON ROAD CLEVELAND TS 4 2RH 201432 GEORGE, ESTON 92 HIGH STREET MIDDLESBROUGH TS 6 9EG 200016 QUEENS HEAD, ESTON 27 GUISBROUGH STREET CLEVELAND TS 6 9LA 200019 STATION, REDCAR STATION ROAD CLEVELAND TS10 1RH 200018 ROYAL STANDARD, REDCAR WEST DYKE ROAD CLEVELAND TS10 3EA 202213 ZETLAND HOTEL, MARSKE-BY-SEA 9 HIGH STREET CLEVELAND TS11 6JQ 201496 ALEXANDRA VAULTS, SALTBURN BACK AMBER STREET CLEVELAND TS12 1DS 200012 GREEN INN, SKELTON IN CLEVELAN SKELTON GREEN SALTBURN TS12 2DD CLEVELAND 201900 MINERS ARMS, SKELTON BOOSEBECK ROAD SALTBURN TS12 2DD 200010 DUKE WILLIAM INN, SKELTON SALT 16 NORTH TERRACE CLEVELAND TS12 2ES 200013 GREEN TREE INN, SALTBURN BROTTON CLEVELAND TS12 2PX 200102 COD & LOBSTER, SALTBURN STAITHES CLEVELAND TS13 5BH 200128 ROYAL GEORGE, SALTBURN STAITHES CLEVELAND TS13 5BH 200009 CLEVELAND BAY HOTEL, EAGLESCLI 708-710 YARM ROAD STOCKTON TS16 0JE CLEVELAND 200017 ROYAL GEORGE HOTEL, THORNABY O 116 THORNABY ROAD CLEVELAND TS17 6EZ 200812 HORNERS STOCKTON, CLEVELAND 97 HIGH STREET CLEVELAND TS18 1BD 200015 LORD NELSON INN, STOCKTON ON T KING STREET CLEVELAND TS18 2EL 200813 PIMP, BRIDGE ROAD PARK TERRACE STOCKTON TS18 3BW 116119 EAGLESCLIFFE HOTEL, STOCKTON YARM ROAD STOCKTON ON TEES TS18 3RY 201945 OXBRIDGE, STOCKTON-ON-TEES OXBRIDGE LANE CLEVELAND TS18 4AW 201949 PARKWOOD, HARTBURN DARLINGTON ROAD STOCKTON TS18 5ER 202051 SENATORS, STOCKTON-ON-TEES BISHOPTON ROAD CLEVELAND TS19 0QB 202195 WHITE SWAN, NORTON 1 HIGH STREET STOCKTON ON TEES TS20 1AH 201929 NORTON TAVERN, NORTON STATION ROAD CLEVELAND TS20 1PE 200020 SUTTON ARMS, STOCKTOND ELTON CLEVELAND TS21 1AH 202075 SMITHS ARMS, STOCKTON-ON-TEES CARLTON CLEVELAND TS21 1EA 200021 TALBOT INN, BISHOPTON STOCKTO THE GREEN CLEVELAND TS21 1HE 202033 ROYAL HOTEL, CLEVELAND STILLINGTON CLEVELAND TS21 1JU 200819 GOLDEN LION, STOCKTON SEDGEFIELD STOCKTON TS21 3AU 202145 VANE ARMS, STOCKTON-ON-TEES THORPE THEWLES CLEVELAND TS21 3JU 201697 BEEHIVE, FISHBURN PARK ROAD CLEVELAND TS21 4DF 201543 BLUE BELLS, NEWTON BEWLEY HARTLEPOOL ROAD BILLINGHAM TS22 5PQ 200022 THREE HORSE SHOES, BILLINGHAM COWPEN BEWLEY CLEVELAND TS23 4HS 200003 FISHERMANS ARMS, HARTLEPOOL HIGH STREET CLEVELAND TS24 0JJ 201685 GLOBE, HARTLEPOOL NORTHGATE CLEVELAND TS24 0LJ 201717 HARBOUR, HARTLEPOOL CROFT TERRACE CLEVELAND TS24 0QX 200549 COSMOPOLITAN, HARTLEPOOL MIDDLEGATE CLEVELAND TS24 7DH 300316 JACKSONS, HARTLEPOOL TOWER STREET HARTLEPOOL TS24 7HH 200004 SMITHS ARMS, NR HARTLEPOOL GREATHAM CLEVELAND TS25 2EN 815133 SPOT, HARTLEPOOL 100 YORK ROAD HARTLEPOOL TS26 9DQ 202185 WHITE HART, HARTLEPOOL HART VILLAGE CLEVELAND TS27 3AN 200002 FIR TREE INN, CO DURHAM WINGATE CO DURHAM TS28 5HS 201248 VICTORIA INN, RICHMOND 78 HILL RISE SURREY TW10 6UB 300151 JOLLY FARMERS, STAINES THE HYTHE MIDDLESEX TW18 3JA 201247 HOLLY TREE, ENGLEFIELD GREEN 5 ST JUDES RD SURREY TW20 0DB 300164 WHITE LION, EGHAM 115 HIGH STREET SURREY TW20 9HQ 300235 BEEHIVE, LONDON NORTH ROAD LONDON UB1 2LA 300321 GRAND JUNCTION, SOUTHALL WESTERN ROAD MIDDLESEX UB2 5LU 300157 RAILWAY ARMS, DRAYTON STATION ROAD MIDDLESEX UB7 7BT 203597 WHITE HORSE, HAREFIELD CHURCH HILL MIDDLESEX UB9 6DX 300233 MOTHER BLACK CAP, LONDON 41 TAVISTOCK CRESCENT LONDON W11 1AY 201446 KYDDS WINE BAR, FRODSHAM CHURCH LANE FRODSHAM WA 6 6QW 201671 FURNACEMAN’S ARMS, ST HELENS 49/51 POCKET NOOK ST MERSEYSIDE WA 9 1LT 203637 TIGER TOO, WARRINGTON WARRINGTON YORKS WA1 2HS 202518 BULLS HEAD, WARRINGTON CHURCH STREET WARRINGTON WA1 2SX

434 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202978 MARQUIS OF GRANBY, WARRINGTON CHURCH STREET WARRINGTON WA1 2SZ 202477 BRICKMAKERS, WARRINGTON SCHOOL BROW WARRINGTON WA1 2TA 203197 RAVEN LODGE, ST HELENS CHURCH STREET ST HELENS WA10 1AJ 202754 GEORGE, ST HELENS GEORGE STREET MERSEYSIDE WA10 1BU 203261 ROYAL ALFRED, ST HELENS 2 BICKERSTAFFE STREET ST HELENS WA10 1DH 203461 SWAN, ST HELENS 41 HALL STREET ST HELENS WA10 1DJ 202764 GLOBE HOTEL, ST HELENS HARDSHAW STREET ST HELENS WA10 1JT 202931 LAMB HOTEL, ST HELENS 113 CORPORATION STREET ST HELENS WA10 1SX 202613 CRICKETERS ARMS, ST HELENS 64/6 PETER STREET MERSEYSIDE WA10 2EB 203231 RIFLE CORPS, ST HELENS 83 DUKE STREET ST HELENS WA10 2JG 203338 SPORTSMAN, MERSEYSIDE 97 DUKE STREET MERSEYSIDE WA10 2JG 203013 NAGS HEAD, ST HELENS BOUNDARY ROAD ST HELENS WA10 2PR 202498 BRITISH LION, THATTO HEATH 65 LUGSMORE LANE ST HELENS WA10 3DH 202814 GRIFFIN, ECCLESTON CHURCH LANE ST HELENS WA10 5AD 203356 STANLEY ARMS, GILLARS GREEN GILLARS LANE ST HELENS WA10 5PT 203623 WINDLE HOTEL, ST HELENS HARD LANE ST HELENS WA10 6NY 203074 OWLS NEST, HAYDOCK WEST END ROAD HAYDOCK WA11 0AQ 203003 MOSS BANK HOTEL, ST. HELENS MOSS BANK ROAD MERSEYSIDE WA11 7BT 202440 BLACK HORSE, MOSS BANK 115 MOSS BANK ROAD ST HELENS WA11 7DF 203581 WHEATSHEAF, RAINFORD ORMSKIRK ROAD ST HELENS WA11 7TA 202646 DERBY ARMS, RAINFORD 47 CHURCH ROAD ST HELENS WA11 8EZ 202487 BRIDGE INN, RAINFORD CHURCH ROAD ST HELENS WA11 8HR 203363 STAR INN, RAINFORD 11 CHURCH ROAD ST HELENS WA11 8PX 202590 COLLIERS ARMS, KINGS MOSS 37 PIMBO LANE CRANK ST HELENS WA11 8RD 203200 RED CAT, CRANK 8 RED CAT LANE ST HELENS WA11 8RU 203140 PRINCESS ROYAL, ST HELENS 350 PARK ROAD ST HELENS WA11 9BA 203531 VICTORIA, NEWTON LE WILLOWS WARGRAVE CHESHIRE WA12 8EP 203457 SUNBEAM HOTEL, EARLESTOWN OLD WARGRAVE ROAD EARLESTOWN WA12 8LU 203460 SWAN, NEWTON LE WILLOWS SWAN ROAD MERSEYSIDE WA12 9EZ 114044 NEWTON LE WILLOWS SOCIAL CLUB PATTERSON STREET NEWTON LE WILLOWS WA12 9PZ 203185 RAILWAY HOTEL, EARLESTOWN RAILWAY STREET EARLESTOWN WA12 9QY 203100 PIED BULL, NEWTON LE WILLOWS 58 HIGH STREET NEWTON LE WILLOWS WA12 9SH 202450 BLUE BELL, NEWTON LE WILLOWS 8 HIGH STREET NEWTON LE WILLOWS WA12 9SN 203365 STAR INN, STATHAM 64 STAR LANE LYMM WA13 9LN 203173 RAILWAY, HEATLEY 42 MILL LANE NR LYMM WA13 9SQ 202793 GRAPES, ALTRINCHAM 15 REGENT ROAD CHESHIRE WA14 1RY 203478 TATTON ARMS, ALTRINCHAM 3/5 TIPPING STREET CHESHIRE WA14 2EZ 300305 OLD MARKET, ALTRINCHAM OLD MARKET PLACE ALTRINCHAM WA14 4DN 202553 CHESHIRE CHEESE, BROADHEATH 181 MANCHESTER ROAD BROADHEATH WA14 5NT 202808 GREYHOUND, ASHLEY COW LANE NR WARRINGTON WA15 0QR 202410 BEAR’S PAW, HIGH LEGH WARRINGTON ROAD HIGH LEGH WA16 0RT 203250 ROSE & CROWN, KNUTSFORD 96 KING STREET CHESHIRE WA16 6DT 202547 CHAPEL HOUSE, MOBBERLEY PEPPER ST KNUTSFORD WA16 6JL 203191 RAILWAY INN, MOBBERLEY STATION ROAD CHESHIRE WA16 6LA 202563 CHURCH INN, MOBBERLEY CHURCH LANE CHESHIRE WA16 7RD 202712 FIVE OAKS, KNUTSFORD MOBBERLEY ROAD CHESHIRE WA16 8HR 202847 HAWTHORNE, WARRINGTON ORFORD LANE WARRINGTON WA2 7AL 203329 SPA BROOK HOTEL, ORFORD HOWSON ROAD WARRINGTON WA2 9UB 203216 RED LION, LOWTON 324 NEWTON ROAD WARRINGTON WA3 1HE 202994 MILLSTONE, GOLBORNE 52 HARVEY LANE GOLBORNE WA3 3RS 203209 RED LION, GOLBOURNE 126 CHURCH STREET WARRINGTON WA3 3TW 203078 PACK HORSE, CULCHETH 55 CHURCH LANE WARRINGTON WA3 5ET 202591 COMFORTABLE GILL, GLAZEBURY WARRINGTON ROAD WARRINGTON WA3 5NX 203113 PLOUGH INN, CROFT HEATH LANE CROFT WA3 7DS 202787 GOLDEN LION, WARRINGTON KNUTSFORD ROAD WARRINGTON WA4 1AB 203279 ROYAL OAK BRANCH, WARRINGTON KNUTSFORD ROAD WARRINGTON WA4 1AG 202429 BLACK BEAR, WARRINGTON 502 KNUTSFORD ROAD CHESHIRE WA4 1DX 202557 CHESHIRE CHEESE, WARRINGTON KNUTSFORD ROAD CHESHIRE WA4 1JH 203187 RAILWAY HOTEL, LATCHFORD KNUTSFORD ROAD WARRINGTON WA4 1JW 203099 PICKERING ARMS, THELWALL BELL LANE WARRINGTON WA4 2SU

435 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203195 RAMS HEAD, GRAPPENHALL CHURCH LANE WARRINGTON WA4 3EP 203086 PARR ARMS, GRAPPENHALL CHURCH LANE WARRINGTON WA4 3EP 202559 CHETWODE ARMS, NR WARRINGTON LOWER WHITLEY CHESHIRE WA4 4EN 203235 RING O’BELLS, STRETTON NORTHWICH ROAD WARRINGTON WA4 4NZ 202425 BIRCH & BOTTLE, WARRINGTON HIGHER WHITLEY WARRINGTON WA4 4PH 203239 RIVERSIDE INN, WARRINGTON CHESTER ROAD CHESHIRE WA4 6AR 202542 CAUSEWAY, WARRINGTON 233 WILDERSPOOL CAUSEWAY WARRINGTON WA4 6QE 122234 LONGSHAW BELL, DALLAM LONGSHAW STREET WARRINGTON WA5 0DE 202468 BOWLING GREEN, WARRINGTON 47 LIVERPOOL ROAD WARRINGTON WA5 1AF 202581 COACH AND HORSES, WARRINGTON LIVERPOOL ROAD WARRINGTON WA5 1BU 203322 SLOOP HOTEL, SANKEY BRIDGES LIVERPOOL ROAD WARRINGTON WA5 1DP 202441 BLACK HORSE, SANKEY LIVERPOOL ROAD WARRINGTON WA5 1DZ 203291 SANKEY ARMS, GT SANKEY HOOD MANOR WARRINGTON WA5 1UH 202636 CUERDLEY CROSS, CUERDLEY CROSS WIDNES ROAD WIDNES WA5 2XD 202546 CHAPEL HOUSE, BURTONWOOD CHAPEL LANE WARRINGTON WA5 4PT 202883 IMPERIAL HOTEL, WARRINGTON BEWSEY ROAD CHESHIRE WA5 5LG 203174 RAILWAY, HELSBY CHESTER ROAD WARRINGTON WA6 0AN 202873 HORSE & JOCKEY, HELSBY CHESTER ROAD WARRINGTON WA6 0PY 202514 BULLS HEAD, FRODSHAM OVERTON VIA WARRINGTON WA6 6BS 203234 RING O’BELLS, OVERTON BELLEMONTE ROAD FRODSHAM WA6 6BS 203505 TRAVELLERS REST, FIVE CROSSES KINGSLEY ROAD FRODSHAM WA6 6SL 203162 QUEENS HEAD, FRODSHAM 92 MAIN STREET WARRINGTON WA6 7AR 203050 OLD BRIDGE INN, RUNCORN 60A HIGH STREET RUNCORN WA7 1AW 203559 WATERLOO HOTEL, RUNCORN 88 HIGH STREET RUNCORN WA7 1JH 202570 CLARENDON, RUNCORN 101 CHURCH STREET CHESHIRE WA7 1LG 202534 CASTLE HOTEL, RUNCORN HALTON RUNCORN WA7 2BE 203142 PROSPECT INN, RUNCORN WESTON ROAD RUNCORN WA7 4LD 203507 TRAVELLERS REST, RUNCORN HIGHLAND ROAD RUNCORN WA7 4PR 203259 ROUND HOUSE, WESTON RUNCORN 121 HEATH ROAD SOUTH WESTON RUNCORN WA7 4RP 202945 LION, RUNCORN 100 GREENWAY ROAD RUNCORN WA7 5AG 202797 GRAPES, RUNCORN 82 HALTON ROAD RUNCORN WA7 5SB 203525 UNION VAULTS, RUNCORN 1 UNION STREET RUNCORN WA7 5SU 202536 CASTLE HOTEL, WIDNES HALTON VIEW WIDNES WA8 0AX 203001 MOORFIELD ARMS, WIDNES MOORFIELD ROAD WIDNES WA8 3HU 203521 UNICORN, CRONTON CRONTON ROAD WIDNES WA8 5QF 202439 BLACK HORSE, CRONTON 427 CRONTON ROAD WIDNES WA8 5QG 203318 SIMMS CROSS, WIDNES 100 WIDNES ROAD WIDNES WA8 6AX 202392 APPLETON ARMS, WIDNES 25/7 APPLETON VILLAGE WIDNES WA8 6EL 202964 MAJORS ARMS, WIDNES 28 MILLFIELD ROAD WIDNES WA8 6QR 202402 BALL, DITTON 173 LIVERPOOL ROAD WIDNES WA8 7EZ 203570 WELLINGTON, DITTON PRESCOT ROAD WIDNES WA8 7PD 202653 DOCTORS, WIDNES 67 VICTORIA ROAD CHESHIRE WA8 7RS 202872 HORSE & JOCKEY, APPLETON 18 BIRCHFIELD ROAD WIDNES WA8 7SU 202415 BEEHIVE, HALEBANK HALEBANK ROAD WIDNES WA8 8NQ 202453 BLUNDELL ARMS HOTEL, WIDNES HALE ROAD WIDNES WA8 8SX 202762 COTERIE, WIDNES BIRCHFIELD ROAD WIDNES WA8 9AH 202815 GRIFFIN, WIDNES 2 FARNWORTH STREET WIDNES WA8 9LH 202700 FINGERPOST HOTEL, ST HELENS 139 HIGHER PARR STREET ST HELENS WA9 1DQ 203362 STAR INN, MERTON BANK 94 MERTON BANK ROAD ST HELENS WA9 1EA 202515 BULLS HEAD, PARR 1 FLEET LANE ST HELENS WA9 1SU 202565 CHURCH INN, PARR 85 BROAD OAK ROAD ST HELENS WA9 2EN 202552 CHERRY TREE, PARR 399 FLEET STREET ST HELENS WA9 2NJ 202900 JUNCTION INN, ST HELENS JUNCTION LANE SUTTON WA9 3JL 202467 BOWLING GREEN, SUTTON 125 ROBINS LANE ST HELENS WA9 3NQ 202761 GLASSMAKERS ARMS, SUTTON 22 WATERDALE CRESCENT ST HELENS WA9 3PD 203582 WHEATSHEAF, SUTTON MILL LANE ST HELENS WA9 4HN 202574 CLOCK FACE HOTEL, ST HELENS 408 CLOCK FACE ROAD ST HELENS WA9 4QS 202457 BOARS HEAD, SUTTON 675 ELTON HEAD ROAD ST HELENS WA9 5BT 203458 SUTTON ARMS, ST HELENS SHERDLEY ROAD ST HELENS WA9 5HH 203640 YORK HOUSE, THATTO HEATH 96 NUTGROVE ROAD ST HELENS WA9 5JL

436 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 203182 RAILWAY, THATTO HEATH SCHOLES LANE ST HELENS WA9 5NZ 203547 VINE TAVERN, THATTO HEATH 16 ELEPHANT LANE ST HELENS WA9 5QG 201259 SWAN, BUSHEY 25 PARK RD HERTS WD 2 3EE 114206 WESTERN INN, RICKMANSWORTH 205 HIGH STREET RICKMANSWORTH WD 3 1BB 201254 OLD SHEPHERD, RICKMANSWORTH CHORLEYWOOD COMMON HERTS WD 3 5JH 201257 ROSE & CROWN, CHORLEYWOOD CHORLEYWOOD COMMON HERTS WD 3 5LW 201260 OSCARS PIZZA, KINGS LANGLEY 21 HIGH STREET HERTS WD 4 8AB 201262 WINDMILL, CHIPPERFIELD THE COMMON HERTS WD 4 9BU 201255 OLD PALACE, KINGS LANGLEY 83 LANGLEY HILL HERTS WD 4 9HQ 201261 VILLIERS ARMS, OXHEY WATFORD VILLIERS ROAD HERTS WD19 4AJ 300234 BADGER, WATFORD 120 THE GOSSAMERS WATFORD WD2 9AD 201251 DEVONSHIRE ARMS, BUSHEY HEATH 158 HIGH RD HERTS WD23 1NP 202438 BLACK HORSE, CHORLEYWOOD DOG KENNEL LANE HERTS WD3 5EG 203522 UNICORN, KINGS LANGLEY GALLOWS HILL HERTS WD4 8LU 203569 WELLINGTON, BOREHAMWOOD 4 THEOBALD STREET HERTS WD6 4SE 202165 WAGGON & HORSES, LOFTHOUSE 156 LEEDS ROAD WAKEFIELD WF 3 3LR 202078 SPINDLE TREE, WAKEFIELD 467 ABERFORD ROAD WAKEFIELD WF 3 4AJ 201653 FLEECE, HORBURY HIGH ST WAKEFIELD WF 4 5LG 201736 HORSE & JOCKEY, HORBURY BRIDGE BRIDGE ROAD WAKEFIELD WF 4 5PP 201735 HORSE & JOCKEY, ALTOFTS 47 CHURCH ROAD NORMANTON WF 6 2NU 201937 OLD CROWN INN, SOUTH KIRKBY BARNSLEY ROAD PONTEFRACT WF 9 3BH 201265 ANCHOR, ALLERTON BYWATER CAST VICTORIA STREET WEST YORKS WF10 2EF 201672 GARDEN HOUSE INN, CASTLEFORD WHELDON ROAD YORKSHIRE WF10 2JJ 200615 NEW AIRDALE, AIREDALE 197 HOLLYWELL LANE CASTLEFORD WF10 3HH 202209 YORKSHIRE ROSE, CASTLEFORD AKETON ROAD WEST YORKSHIRE WF10 5DW 128726 HIGHTOWN, CASTLEFORD 34 LUMLY STREET CASTLEFORD WF10 5LB 300415 BLACK BULL INN, CASTLEFORD 36 LUMLEY STREET CASTLEFORD WF10 5LH 201617 CROWN, DEWSBURY 109 LEEDS ROAD DEWSBURY WF12 7BY 201266 COMMERCIAL, EARLSHEATON DEW 135 TOWN STREET WEST YORKS WF12 8AE 201271 CEDRIC TAPPS, DEWSBURY 2 BRADFORD ROAD WEST YORKS WF13 1EL 300404 STATION HOTEL, DEWSBURY CRECKENEDGE LANE DEWSBURY WF13 1QY 201269 IMPERIAL, DEWSBURY 50 BRADFORD ROAD WEST YORKS WF13 2DU 300275 SAVILLE ARMS, MIRFIELD 1 LEE GREEN DEWSBURY WF14 0AA 202210 YORKSHIRE VOLUNTEER, LOWER HOP 36 CALDER ROAD MIRFIELD WF14 8PJ 201953 PEAR TREE INN, MIRFIELD 259 HUDDERSFIELD ROAD MIRFIELD WF14 9DL 201873 LONSDALE HOTEL, LIVERSEDGE 63 HALIFAX ROAD LIVERSEDGE WF15 6LF 201272 RISING SUN, LIVERSEDGE 254 NORRISTHORPE LANE WEST YORKS WF15 7AN 201754 JUNCTION INN, HECKMONDWIKE HALIFAX ROAD HECKMONDWIKE WF16 0EA 202188 WHITE HART HOTEL, BATLEY WELLINGTON STREET BATLEY WF17 5QL 201268 GEORGE INN, HEALEY BAT 170 HEALEY LANE WEST YORKS WF17 8BH 200168 PLEDWICK WELL INN, NR WAKEFIEL NEW MILLERDAM WEST YORKSHIRE WF2 6QE 300335 CHEQUERS, SOUTH ELMSALL DONCASTER ROAD WEST YORKSHIRE WF9 2NR 114043 BIRD I’TH’HAND, WIGAN 100/2 GIDLOW LANE WIGAN WN 6 7DF 200582 ELLESMERE, LEIGH 20 ST HELENS ROAD WARRINGTON WN 7 4HW 114168 VILLAGE INN, SKELMERSDALE 101 HIGH STREET SKELMERSDALE WN 8 8AT 202749 GEMS, WIGAN 15 UPPER DICCONSON STREET WIGAN WN1 2AD 202610 CRAWFORD ARMS, RED ROCK RED ROCK LANE HAIGH WN1 2UW 202673 EARL OF BALCARRES, WIGAN 170 SCHOLES LANE WIGAN WN1 3QD 202379 ALEXANDRA, WIGAN WHELLEY WIGAN WN2 1BL 202836 HARE & HOUNDS, ASPULL 482 BOLTON ROAD WIGAN WN2 1PX 202758 GERRARDS ARMS, ASPULL 615 BOLTON ROAD WIGAN WN2 1PZ 203205 RED LION, ASPULL HAIGH ROAD WIGAN WN2 1YA 202733 FOX TAVERN, WIGAN MANCHESTER ROAD WIGAN WN2 2EA 203459 SWAN, HINDLEY GREEN 737 ATHERTON ROAD WIGAN WN2 4SB 202984 MECHANICS ARMS, HINDLEY 277 LEIGH ROAD WIGAN WN2 4XW 203160 QUEENS ARMS, PLATT BRIDGE 55 WALTHEW STREET WIGAN WN2 5AL 203046 ODDFELLOWS ARMS, BRYN 14 DOWNHALL GREEN ROAD WIGAN WN4 0DH 203190 RAILWAY INN, GARSWOOD 4 STATION ROAD WIGAN WN4 0SA 203204 RED LION, ASHTON-IN-MAKERFIE 25 GERARD STREET ASHTON-IN- WN4 9AG MAKERFIELD

437 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202670 EAGLE & CHILD, ASHTON IN MAK 233 HEATH ROAD ASHTON IN WN4 9HW MAKERFIELD 203241 ROBIN HOOD, ORREL 117 SANDY LANE WIGAN WN5 7AZ 203520 UNICORN, BILLINGE 190 UPHOLLAND ROAD HIGHER END WN5 7DJ 202671 EAGLE & CHILD, BILLINGE 38 MAIN STREET WIGAN WN5 7HD 202979 MASONS ARMS, BILLINGE 99 CARR MILL ROAD WIGAN WN5 7TY 203617 WHITE SWAN, PEMBERTON 828 ORMSKIRK ROAD WIGAN WN5 8AU 203179 RAILWAY, PEMBERTON 273 BILLINGE ROAD WIGAN WN5 8DF 203157 QUEENS ARMS, NEWTOWN 9 HARRISON STREET WIGAN WN5 9AU 202466 BOWLING GREEN, NEWTOWN 134A ORMSKIRK ROAD WIGAN WN5 9ED 202856 HESKETH ARMS, SHEVINGTON MOOR ALMOND BROOK STANDISH WIGAN WN6 0SE 202723 FORRESTERS ARMS, STANDISH 41 SHEVINGTON MOOR WIGAN WN6 0SQ 202478 BRICKMAKERS ARMS, WIGAN 40 WOODHOUSE LANE WIGAN WN6 7LN 202616 CROOKE HALL, STANDISH CROOKE VILLAGE WIGAN WN6 8LR 203568 WELLFIELD, WIGAN WELLFIELD ROAD WIGAN WN6 8NQ 202413 BEECH TREE, WIGAN BEECH HILL LANE LANCS WN6 8PL 203578 WHEATSHEAF, APPLEY BRIDGE 287 MILES LANE WIGAN WN6 9DQ 203009 MUSKETEER, LEIGH 15 LORD STREET LEIGH WN7 1AB 203490 THREE CROWNS, LEIGH 188 CHAPEL STREET GREATER WN7 2DW MANCHESTER 203242 ROBIN HOOD, PENNINGTON ST HELENS ROAD LEIGH WN7 3PA 202486 BRIDGE INN, LEIGH ST HELENS ROAD LEIGH WN7 4HA 202495 BRITANNIA, UPHOLLAND HALL GREEN SKELMERSDALE WN8 0PB 202732 FOX INN, UPHOLLAND ROBY MILL WIGAN WN8 0QF 203317 SILVER BIRCH, BIRCH GREEN FLORDON SKELMERSDALE WN8 6PB 202647 DERBY ARMS, SKELMERSDALE 188 HIGH STREET SKELMERSDALE WN8 8AF 202523 BUSY BEE, CHAPEL HOUSE KILN LANE SKELMERSDALE WN8 8PW 203260 RAILWAY, SKELMERSDALE ORMSKIRK ROAD SKELMERSDALE WN8 8TR 202842 HARE & HOUNDS, UPHOLLAND 242 ORMSKIRK ROAD WIGAN WN8 9AA 202611 CRAWFORD ARMS, UPHOLLAND CRAWFORD VILLAGE WIGAN WN8 9QS 200563 METRO, WORCESTER ST NICHOLAS STREET WORCESTERSHIRE WR 1 1UW 201273 ANCHOR INN, KEMPSEY 69 MAIN ROAD WORCESTERSHIRE WR 5 3NB 201275 PLUM TREE, PERSHORE ST ANDREWS ROAD WORCS WR10 1LT 202566 CIDER MILL, HAMPTON 135 PERSHORE ROAD EVESHAM WR11 6NA 116131 PEACOCK INN, BORASTON WORCESTER ROAD BORASTON WR15 8LL 203546 VINE INN, WORCESTER OMBERSLEY ROAD WORCESTER WR3 7BU 203590 WHITE HART, FERNHILL HEATH DROITWICH ROAD WORCESTER WR3 8RP 127450 WHARF INN, HOLT HEATH HOLT HEATH WORCESTER WR6 6NN 203476 TALBOT HEAD HOTEL, UPTON-ON-SE HIGH STREET WORCESTERSHIRE WR8 0HJ 203358 STAR & GARTER, DROITWICH HIGH STREET WORCS WR9 8EJ 201423 ARBOR LIGHTS, WALSALL 127/128 LICHFIELD STREET WEST MIDLANDS WS 1 1SY 201284 NEW INNS, WEST MIDLANDS BLAKENHALL LANE WEST MIDLANDS WS 3 1HU 201416 DOLPHIN, WALSALL GOSCOTE LANE STAFFS WS 3 1PD 201289 WHITE SWAN, BURNTWOOD NR. 2 CANNOCK ROAD/RUGELEY WEST MIDLANDS WS 7 0BJ ROAD 201282 MINERS REST, CHASETOWN BR HIGHFIELDS ROAD STAFFS WS 7 8QS 201476 SHIRE OAK, WALSALL WOOD 261 LICHFIELD ROAD W . MIDLANDS WS 9 9PB 201427 FOUNTAIN, WEDNESBURY HOLLOWAY BANK WEST MIDLANDS WS10 0NS 201285 RAILWAY TAVERN, NORTON NORTON GREEN LANE STAFFS WS11 3PR 300091 HEN HOUSE, HEDNESFORD 10 ESKRETT STREET CANNOCK WS12 5AR 201434 GLOBE, HEDNESFORD EAST CANNOCK ROAD HEDNESFORD WS12 5LZ 202665 DUKE OF YORK, LICHFIELD GREENHILL STAFFS WS13 6DY 201283 MINERS ARMS, BRERETON RUGELEY MAIN ROAD STAFFS WS15 1DU 116561 HORNS INN, RUGELEY 61 SLITTING MILL RUGELEY WS15 2UW 123651 ROYAL OAK, ABBOTS BROMLEY BAGOT STREET RUGELEY WS15 3DB 201278 COACH & HORSES, ABBOTS BROMLEY MAIN STREET STAFFS WS15 3DN 201286 REDMORE INN, GENTLESHAW RU HAYFIELD HILL STAFFS WS15 4RU 201401 BULLS HEAD, BLOXWICH PARK ROAD/BLAKE ROAD STAFFS WS3 3SW 201290 BARLEY MOW, PENN COMMON WOL PENWOOD LANE WEST MIDLANDS WV 4 5JN 202770 GOAL POST, WOLVERHAMPTON WATERLOO ROAD WOLVERHAMPTON WV1 4RB

438 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300334 BRIDGE TAVERN, WILLENHALL BENTLEY LANE WEST MIDLANDS WV12 4AA 201292 LONG ACRES, WILLENHALL 158 DILLOWAYS LANE WOLVERHAMPTON WV13 3JP WEST MIDLA 119256 CROWN & CUSHION, BRADLEY BANK STREET BRADLEY WV14 9PA 201291 HORSE & JOCKEY, COSELEY ROBERT WYND WEST MIDLANDS WV14 9SB 201294 OLD CASTLE, BRIDGNORTH WEST CASTLE STREET SHROPSHIRE WV16 4AB 113689 CASTLE INN, HIGHLEY WOODHILL ROAD BRIDGNORTH WV16 6HT 202397 BACHE ARMS, NR BRIDGNORTH HIGHLEY SHROPSHIRE WV16 6JU 203625 WINNING POST, DUNSTALL 346 GLENTWORTH GARDENS WOLVERHAMPTON WV6 0SN 200815 FIRST HUSSAR, YORK NORTH STREET NORTH YORKSHIRE YO 1 6JD 200088 ROYAL OAK, YORK GOODRAMGATE NORTH YORKSHIRE YO 1 7LG 201542 BLUE BELL, YORK 53 FOSSGATE YORK YO 1 9TF 200031 FRANKLAND ARMS, THIRSK INGRAMGATE NORTH YORKSHIRE YO 7 1DD 201295 BLACK SWAN, WISTOW SEL CHURCH HILL NORTH YORKS YO 8 3UU 200555 GIPSY MOTH, SELBY FLAXLEY ROAD NORTH YORKSHIRE YO 8 4BW 200566 FOX & PHEASANT, HEMINGBROUGH MAIN STREET SELBY YO 8 6QE 200075 BLACK DOG, SELBY CAMBLESFORTH NORTH YORKSHIRE YO 8 8HX 200121 LANCASTER INN, SCARBOROUGH SANDSIDE NORTH YORKSHIRE YO11 1PG 200142 WELLINGTON HOTEL, SCARBOROUGH CASTLE ROAD NORTH YORKSHIRE YO11 1XE 200090 ANGEL INN, SCARBOROUGH NORTH STREET NORTH YORKSHIRE YO11 1XX 200094 BLACKSMITHS ARMS, SCARBOROUGH CAYTON NORTH YORKSHIRE YO11 3RP 200139 TRAFALGAR HOTEL, SCARBOROUGH TRAFALGAR STREET WEST NORTH YORKSHIRE YO12 7AU 200093 OAK WHEEL, SCARBOROUGH BURNISTON NORTH YORKSHIRE YO13 0HR 200101 CAYLEY ARMS, SCARBOROUGH BROMPTON BY SAWDON NORTH YORKSHIRE YO13 9DP 200104 DENISON ARMS, EAST AYTON SCA MAIN ST NORTH YORKSHIRE YO13 9HL 200144 YE OLDE FORGE VALLEY, SCARBORO WEST AYTON NORTH YORKSHIRE YO13 9JE 200138 THREE TUNS HOTEL, FILEY MURRAY ST NORTH YORKSHIRE YO14 9DG 200107 DOTTEREL INN, FILEY REIGHTON NORTH YORKSHIRE YO14 9RU 200127 ROSE & CROWN, BRIDLINGTON HIGH ST FLAMBOROUGH NORTH HUMBERSIDE YO15 1LG 202866 HOOK & PARROT 5 THE ESPLANADE HUMBERSIDE YO15 2PB 202369 BELLES BAR / LIBERTIES THE PROMENADE HUMBERSIDE YO15 2QD 300336 COACHMAN, BRIDLINGTON HILDERTHORPE ROAD BRIDLINGTON YO15 3BH 200143 WINDSOR HOTEL, BRIDLINGTON WINDSOR CRESCENT NORTH HUMBERSIDE YO15 3HY 201562 BULL & SUN, BRIDLINGTON BAYLEGATE BRIDLINGTON YO16 7JT 201296 BLACKSMITHS ARMS, SWINTON MA MAIN STREET NORTH YORKS YO17 6SQ 200085 NEW GLOBE, MALTON YORKERSGATE NORTH YORKS. YO17 7AA 200082 GATE INN, MALTON YORKERSGATE MALTON YO17 7AB 200077 CROSS KEYS, MALTON WHEELGATE NORTH YORKSHIRE YO17 7HT 201298 SPOTTED COW, MALTON CATTLE MARKET NORTH YORKS YO17 7JN 200109 EAST RIDING, MALTON SHERBURN NORTH YORKSHIRE YO17 8PG 200125 PROVIDENCE INN, MALTON YEDINGHAM NORTH YORKSHIRE YO17 8SL 200089 UNION INN, MALTON NORTON NORTH YORKSHIRE YO17 9ES 200092 BAY HORSE INN, PICKERING MARKET PLACE NORTH YORKSHIRE YO18 7AA 201297 LETTERED BOARD, PICKERING OLD CATTLE MARKET NORTH YORKS YO18 7AN 200098 BUCK INN, PICKERING THORNTON DALE NORTH YORKS YO18 7RW 201299 SUN INN, PICKERING WESTGATE NORTH YORKS YO18 8BA 200096 BLACK SWAN HOTEL, WHITBY BAXTERGATE NORTH YORKSHIRE YO21 1BL 200112 FIRST IN LAST OUT, WHITBY YORK TERRACE NORTH YORKSHIRE YO21 1PT 200134 POSTGATE INN, WHITBY EGTON BRIDGE NORTH YORKSHIRE YO21 1UX 132941 DOWNE ARMS, CASTLETON 3 HIGH STREET CASTLETON YO21 2EE 200110 ELSINORE INN, WHITBY FLOWERGATE NORTH YORKSHIRE YO21 3BB 202061 SHIP, WHITBY MARINE PARADE YORKSHIRE YO21 3RR 200118 HART INN, NR WHITBY SANDSEND NORTH YORKSHIRE YO21 3SU 200119 ENDEAVOUR, WHITBY CHURCH STREET NORTH YORKSHIRE YO22 4AS 200106 DOLPHIN HOTEL, WHITBY BRIDGE ST NORTH YORKSHIRE YO22 4BG 200136 SALMON LEAP, WHITBY NTH YORKS SLEIGHTS NORTH YORKSHIRE YO22 5AA 200114 GOATHLAND HOTEL, WHITBY GOATHLAND NORTH YORKSHIRE YO22 5LY 200135 STATION HOTEL, WHITBY GROSMONT NORTH YORKSHIRE YO22 5PP 200086 OLD EBOR, YORK NUNNERY LANE NORTH YORKSHIRE YO23 1EQ 202161 VOLUNTEER ARMS, YORK WATSON STREET YORK YO24 4BH

439 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200091 BLACK BULL, DRIFFIELD BARMSTON DRIFFIELD YO25 8PG 200145 ALICE HAWTHORN INN, YORK NUN MONKTON NORTH YORKSHIRE YO26 8EW 200080 DAWNAY ARMS, YORK SHIPTON BY BENINGBROUGH NORTH YORKSHIRE YO30 1AB 200076 FOSSWAY, YORK HUNTINGTON ROAD NORTH YORKSHIRE YO31 9BP 200081 FOUR ALLS HOTEL, YORK MALTON ROAD NORTH YORKSHIRE YO32 9TW 200074 BAY HORSE INN, YORK STAMFORD BRIDGE NORTH YORKSHIRE YO41 1AB 113547 GREY HORSE, ELVINGTON MAIN STREET YORK YO41 4AG 200115 GNU INN, NORTH HUMBERSIDE NORTH NEWBALD NORTH HUMBERSIDE YO43 4SA 300397 TIGER INN, NORTH NEWBALD THE GREEN YORK YO43 4SA 114289 FOX & HOUNDS, BOROUGHBRIDGE LANGTHORPE YORK YO51 9BZ 200079 CROWN & CUSHION, YORK WELBURN NORTH YORKSHIRE YO60 7DZ 122938 NEW INN, THOLTHORPE THOLTHORPE YORK YO61 1SL 201930 OAK TREE, HELPERBY RASKELF ROAD YORKSHIRE YO61 2PH 201919 NEW INN, EASINGWOLD LONG STREET YORK YO61 3HT 201731 HORSE SHOE, EASINGWOLD LONG STREET NORTH YORKSHIRE YO61 3JB 200084 MALT SHOVEL, YORK HOVINGHAM NORTH YORKSHIRE YO62 4LF 200078 CROWN HOTEL, HELMSLEY MARKET PLACE NORTH YORKSHIRE YO62 5BJ 200095 BLACK SWAN, KIRBYMOORSIDE MARKET PLACE NORTH YORKSHIRE YO62 6AA 200103 CROWN INN, YORK HUTTON LE HOLE NORTH YORKSHIRE YO62 6UA 114359 CASTLE INN, CAWOOD 7 WISTOWGATE CAWOOD YO8 3SH 300453 KINGS ARMS, SELBY THE GREEN NORTH DUFFIELD YO8 5RG

440 APPENDIX 8.3

Appendix II: Innspired Sample

Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300089 LITTLE CHOP HSE, HALESOWEN 74 WINDMILL HILL HALESOWEN B63 2BZ 300387 WHY NOT INN, HALESOWEN TWO GATES HALESOWEN B63 2JH 300127 MARLBOROUGH TAVERN, BATH 35 MARLBOROUGH BUILDINGS BATH BA1 2LY 300109 ST JAMES WINE VAULTS 10 ST JAMES STREET BATH BA1 2TW 300103 KINGS HEAD, UPPER WESTON 40 HIGH STREET BATH BA1 4BX 300408 CHARLIES, WESTBURY 3/5 MARKET PLACE WILTSHIRE BA13 3DE 300414 BEEHIVE, BRADFORD ON AVON 263 TROWBRIDGE ROAD WILTSHIRE BA15 1UA 300126 KINGS ARMS, MONKTON FARLEIGH MONKTON FARLEIGH BRADFORD ON AVON BA15 2QH 300106 RISING SUN, BATH 4 GROVE STREET BATH BA2 6JP 300105 PACK HORSE, BATH HODS HILL BATH BA2 7DU 300108 SEVEN STARS, TIMSBURY NORTH ROAD BATH BA3 1JJ 300416 DUKE OF CUMBERLAND, RADSTOCK EDFORD HILL RADSTOCK BA3 5HQ 300119 KING WILLIAM, SHEPTON MALLETT COOMBE LANE SHEPTON MALLETT BA4 5UG 300171 FOUNTAIN INN, WELLS 1 ST THOMAS STREET WELLS BA5 2UU 300181 SUN INN, WELLS 20 UNION STREET WELLS BA5 3PU 300184 LION, WEST PENNARD GLASTONBURY ROAD GLASTONBURY BA6 8NH 300174 KING WILLIAM, GLASTONBURY 19 MARKET PLACE GLASTONBURY BA6 9HL 300372 ASHWORTH ARMS, ROSSENDALE 128 BURNLEY ROAD ROSSENDALE BB4 8HH 511406 DOLPHIN HOTEL, LITTLEHAMPTON 34 HIGH STREET LITTLEHAMPTON BN17 5ED 300308 BEVENDEAN HOTEL, MOULSCOMBE 50 HILLSIDE MOULSCOMBE BN2 4TF 897733 GARDNERS ARMS, PORTSLADE 103/05 ABINGER ROAD PORTSLADE BN41 1SD 300082 OLD CROW, HENBURY CROW LANE BRISTOL BS10 7DW 300047 DRUM & MONKEY, CLEVEDON KENN ROAD BRISTOL BS21 6TJ 300063 ROYAL OAK, CLEVEDON 35 COPSE ROAD BRISTOL BS21 7QN 300054 NELSON ARMS, CHURCHILL SKINNERS LANE NORTH SOMERSET BS25 5PW 300172 GARDENERS ARMS, CHEDDAR 35 SILVER STREET CHEDDAR BS27 3LE 300078 SHIP INN, OLDBURY ON SEVERN CAMP ROAD GLOUCESTERSHIRE BS35 1PR 300071 BELL, OLD SODBURY BADMINTON ROAD BRISTOL BS37 6LL 120859 BALMORAL HOTEL, SILLOTH CRIFFEL STREET WIGTON CA7 4AB 114282 LLANFABON, NELSON NELSON MID GLAMORGAN CF46 6PG 300401 NEWADDWEN INN, BARGOED BEDWELLTY ROAD BARGOED CF8 9DY 888415 FOX & HOUNDS INN, HENGOED PANALLTA HENGOED CF82 7FX 300306 RAILWAY INN, WIRRAL 111 BEBINGTON ROAD WIRRAL CH62 5BG 300403 KINGS HEAD, SOUTHMINSTER HIGH STREET SOUTHMINSTER CM0 7QL 876390 BAR LATINO, CROYDON 48 PARK STREET CROYDON CR 0 1YF 300470 IMPERIAL, CANTERBURY 48 MARTYRS FIELD ROAD CANTERBURY CT1 3PX 300302 WINDMILL, RAMSGATE 45 NEWINGTON ROAD RAMSGATE CT12 6EW 300298 VICTORIA HOTEL, FOLKESTONE 106-108 RISBOROUGH LANE FOLKESTONE CT20 3LL 300320 FORESTERS, DARTFORD 177 HIGH ROAD DARTFORD DA2 7BU 905941 OLD BREWHOUSE, ARBROATH 3 HIGH STREET ARBROATH DD11 1BH 112537 BROWN HORSE, BRECHIN 62 MARKET STREET BRECHIN DD9 6BD 126113 WHEEL INN, HOLBROOK CHAPEL STREET BELPER DE56 0TQ 300341 POACHER, ROSSINGTON RADBURN ROAD SOUTH YORKS DN11 0SH 113704 JOLLY SAILOR, GUNNESS DONCASTER ROAD SCUNTHORPE DN15 8SU 300253 CHESTER TAVERN, KIDDERMINSTER 211 CHESTER ROAD NORTH KIDDERMINSTER DY10 1TN 300094 LITTLE PACK HORSE, BEWDLEY 31 HIGH STREET BEWDLEY DY12 2DH 896581 SPREAD EAGLE, WEST HAM 1 MITRE ROAD WEST HAM E 15 3JF 119675 OLD ABERLADY INN, ABERLADY MAIN STREET LONGNIDDRY EH32 0RF 300462 VAULT, WALTHAM CROSS 160 HIGH STREET HERTFORDSHIRE EN8 7AB 300040 FLYING HORSE, WONFORD 8 DRYDEN ROAD EXETER EX2 5BS 300033 ROSE & CROWN, BARNSTAPLE 52 NEWPORT ROAD DEVON EX32 9BQ 300038 LONDON INN, BRAUNTON 17 CAEN STREET DEVON EX33 1AA 300039 PORTOBELLO INN, BIDEFORD 37 SILVER STREET DEVON EX39 2DY 113681 MANHATTAN, LYTHAM ST ANNES 314 CLIFTON DRIVE NORTH LYTHAM ST ANNES FY8 2PB 897714 GRAPES BAR, GLASGOW 218 PAISLEY ROAD WEST GLASGOW G 51 1BU

441 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 121586 MALTINGS, CUMBERNAULD LARCH ROAD GLASGOW G67 3AZ 122237 ROWANTREE, UDDINGSTON 60 OLD MILL ROAD UDDINGSTON G71 7PF 300207 WHISTLE STOP, LISS STATION ROAD HANTS GU30 7DW 300204 QUEENS HOTEL, SELBORNE HIGH STREET HANTS GU34 3JJ 300191 CASTLE OF COMFORT, MEDSTEAD CASTLE STREET HANTS GU34 5LU 300193 CRICKETERS, KINGSLEY KINGSLEY HAMPSHIRE GU35 9ND 300205 ROSE & CROWN, SANDHURST HIGH STREET BERKSHIRE GU47 8HA 300402 DUSTY MILLER, HUDDERSFIELD 2 GILEAD ROAD HUDDERSFIELD HD3 4XH 300246 RED LION, AMERSHAM VILLAGE ROAD AMERSHAM HP7 0LH 121062 FERRYBOAT, ULLAPOOL SHORE STREET ULLAPOOL IV26 2UJ 116139 CLIFTON HOTEL, LOSSIEMOUTH 5 CLIFTON ROAD LOSSIEMOUTH IV31 6DJ 300271 NAGS HEAD, LEICESTER 41 CROSS STREET LEICESTER LE19 5NJ 300270 MAYFLOWER, LEICESTER 1 OCEAN ROAD LEICESTER LE5 2EH 300332 PLOUGH, RHOSYMEDRE PARK ROAD WREXHAM LL14 3EF 113575 HAND HOTEL, CHIRK CHURCH STREET CHIRK LL14 5EY 113470 PONT Y PAIR, BETWS Y COED HOLYHEAD ROAD BETWS Y COED LL24 0BN 116553 AXE & CLEAVER, NTH SOMERCOATES KEELING STREET NTH SOMERCOATES LN11 7PR 123342 BAY HORSE, NORTH SOMERCOATES KEELING STREET LOUTH LN11 7QN 904080 SLIP INN, LEEDS TEMPLE VIEW GROVE LEEDS LS9 9LH 300257 WELLINGTON, LUTON 58 WELLINGTON STREET LUTON LU1 2QH 300252 BRITANNIA, LUTON 157 BISCOT ROAD LUTON LU3 1AW 300278 SHIP, IRLAM 538 LIVERPOOL ROAD MANCHESTER M44 6AJ 300282 CANOPUS, ROCHESTER COOKHAM HILL ROAD ROCHESTER ME13 3NJ 300286 CONCORDE, RAINHAM 120 WAKELY ROAD KENT ME8 8NW 129313 WEE THACKIT, CARLUKE 5 HIGH STREET CARLUKE ML8 4AL 300381 COACH INN, NEWCASTLE KILLINGWORTH DRIVE NEWCASTLE NE12 7BR 300379 TURF, WINLANTON BACK STREET BLAYDON ON TYNE NE21 6AH 300361 KENNEDYS, SOUTH SHIELDS 418 SOUTH ELDON STREET SOUTH SHIELDS NE33 5SY 897212 PICKWICK ARMS, SOUTH SHIELDS 2 DICKENS AVENUE SOUTH SHIELDS NE34 9SY 300081 NEW INN, PWILLMEYRIC PWLLMEYRIC MONMOUTHSHIRE NP16 6LF 300413 TRAVELLERS REST, BACUP 508 ROCHDALE ROAD BACUP OL13 9SD 300160 THREE HORSESHOES, L/HANBORO 18 MAIN ROAD OXFORDSHIRE OX29 8BE 129997 MARINE BAR 10 ST EDMUNDS TERR NORFOLK PE36 5EH 300001 DEVON & CORNWALL, MILLBROOK WEST STREET PLYMOUTH PL10 1AA 300005 MARK OF FRIENDSHIP, MILLBROOK NEW STREET PLYMOUTH PL10 1BY 300442 ROYAL STANDARD, PORTSMOUTH 20 EDINBURGH ROAD PORTSMOUTH PO1 1DE 300432 MAGPIE, PORTSMOUTH 64-66 FRATTON ROAD PORTSMOUTH PO1 5BX 300218 ROYAL SHADES, HAYLING ISLAND 29 SEA FRONT HAMPSHIRE PO11 0AH 300231 WHITE HORSE, FAREHAM 44 NORTH WALLINGTON FAREHAM PO16 8TE 300222 PRINCE OF WALES, IOW 36 SOUTH STREET ISLE OF WIGHT PO30 1JE 300223 SOLENT INN, RYDE IOW 7 MONKTON STREET ISLE OF WIGHT PO33 1JW 300300 WHEELBARROW, SOUTHSEA 1 KENT ROAD SOUTHSEA PO5 3EG 300367 ROYAL OAK HOTEL, CHORLEY 216 CHORLEY OLD ROAD CHORLEY PR6 7NA 300138 FOX, NORTH WALTHAM NORTH WALTHAM BASINGSTOKE RG25 2BE 300188 BARLEY MOW, WINCHFIELD WINCHFIELD BASINGSTOKE RG27 8DE 300289 FOX INN, CANE END READING ROAD READING RG4 9HE 112360 COCK INN, HAYWARDS HEATH NORTH COMMON ROAD HAYWARDS HEATH RH17 7RH 300248 WHITE HART, GRAYS KINGS WALK GRAYS RM17 6HR 300411 PRINCE OF WALES, BARNSLEY HIGHSTONE ROAD BARNSLEY S70 4DX 300395 NEWCASTLE ARMS, WORKSOP 88 CARLTON ROAD WORKSOP S80 1PS 300452 PORTMANOR, LONDON PORTLAND ROAD LONDON SE25 4UF 113588 GEORGE HOTEL, GLOSSOP 34 NORFOLK STREET GLOSSOP SK13 7QU 300142 PRINCE OF WALES, SWINDON 8-9 UNION STREET SWINDON SN1 3LD 300150 BUDS II, MELKSHAM 1 LOWBOURNE WILTSHIRE SN12 7DZ 300136 CARRIERS, SOUTH MARSTON HIGHWORTH ROAD SWINDON SN3 4SE 300139 GHOST TRAIN, PURTON NEW ROAD SWINDON SN5 4HF 300130 NINE ELMS, SHAW OLD SHAW LANE SWINDON SN5 9PH 300212 EARL OF LOCKSLEY, SHOLING 20 SOUTHEAST ROAD SOUTHAMPTON SO19 8TQ 300440 RED LION, MILFORD ON SEA 32 HIGH STREET HAMPSHIRE SO41 0QD 300430 LANGLEY TAVERN, SOUTHAMPTON LEPE ROAD SOUTHAMPTON SO45 1XR

442 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 300360 HILTONBURY FARMHSE, EASTLEIGH NORTH MILLERS DALE EASTLEIGH SO53 1SZ 300198 ALE & CIDER PRESS, S/BURY 44 FISHERTON STREET SALISBURY SP2 7RB 300239 GREAT CHALVEDON HALL, PITSEA OFF RECTORY ROAD ESSEX SS13 2AN 113691 DRAYCOTT ARMS, DRAYCOTT CHEADLE ROAD STAFFORDSHIRE ST11 9RQ 300458 COTTAGE INN, NETHER STOWEY KEENTHORNE SOMERSET TA5 1HZ 114171 LORD HILL, MARKET DRAYTON SHREWSBURY ROAD MARKET DRAYTON TF 9 3DU 300030 TAVISTOCK INN, POUNDSGATE POUNDSGATE DEVON TQ13 7NY 300021 FERRY BOAT INN, DITTISHAM MANOR STREET DEVON TQ6 0EX 300026 ROYAL OAK, MALBOROUGH HIGHER TOWN DEVON TQ7 3RL 113700 WILLOWS, KESTLEMILL KESTLE MILL NEWQUAY TR8 4PU 114044 NEWTON LE WILLOWS SOCIAL CLUB PATTERSON STREET NEWTON LE WILLOWS WA12 9PZ 122234 LONGSHAW BELL, DALLAM LONGSHAW STREET WARRINGTON WA5 0DE 300275 SAVILLE ARMS, MIRFIELD 1 LEE GREEN DEWSBURY WF14 0AA 300334 BRIDGE TAVERN, WILLENHALL BENTLEY LANE WEST MIDLANDS WV12 4AA 119256 CROWN & CUSHION, BRADLEY BANK STREET BRADLEY WV14 9PA 300336 COACHMAN, BRIDLINGTON HILDERTHORPE ROAD BRIDLINGTON YO15 3BH 300397 TIGER INN, NORTH NEWBALD THE GREEN YORK YO43 4SA 114289 FOX & HOUNDS, BOROUGHBRIDGE LANGTHORPE YORK YO51 9BZ

443 APPENDIX 8.4

Appendix II: Pubmaster Sample

Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202273 LOCHSIDE BAR, ABERDEEN 87/89 LOCH STREET ABERDEEN AB25 1DH 200858 CRICKETERS ARMS, SMALL HEATH 48 LITTLE GREEN LANE WEST MIDLANDS B 9 5AX 200838 HEREFORD ARMS, SPARKBROOK 86 KYRWICKS LANE WEST MIDLANDS B 11 1TD 200842 VICTORIA, BALSALL HEATH BIRMI 5 RUNCORN ROAD WEST MIDLANDS B 12 8QP 203619 WHITLEY HOTEL, HALESOWEN STOURBRIDGE ROAD WEST MIDLANDS B63 3QX 200867 PARRY LANE TAVERN, BRADFORD 240 STICKER LANE WEST YORKS BD 4 8RS 201724 HARE & HOUNDS, KEIGHLEY LOTHERSDALE WEST YORKSHIRE BD20 8EL 200604 ROSTRON ARMS, EDENFIELD 1 MARKET PLACE RAMSBOTTOM BL 0 0JZ 202162 VULCAN, DEANE 10 JUNCTION RD BOLTON BL 3 4LT 201906 MOSS ROSE, KEARSLEY MANCHESTER RD BOLTON BL 4 8QG 202411 BEAUMONT ARMS, LADYBRIDGE EAST ARNDALE ROAD BOLTON BL3 4XB 202503 BROWN COW, HORWICH 36 CHURCH STREET BOLTON BL6 6AD 200873 HENTY ARMS, FERRING 2 FERRING ROAD WEST SUSSEX BN12 6QY 201773 TRAVELLERS REST, PENRITH GLENRIDDING CUMBRIA CA11 0QQ 200341 PALOMINO, NEWMARKET VALLEY WAY SUFFOLK CB 8 0QQ 201440 GREENFIELD, YSTRAD WILLIAM STREET RHONDA CF41 7QR 201412 CROSS KEYS, CEFN HENGOED GELLIGAER ROAD MID GLAMORGAN CF82 7HN 202593 COMMERCIAL, CHURCHYARD ST PETERS CHURCHYARD CHESTER CH1 2HG 202789 GOSHAWK, MOULDSWORTH STATION ROAD CHESTER CH3 8AJ 203227 RED LION(TARVIN), TARVIN CHURCH STREET CHESTER CH3 8EB 202769 GLYNNE ARMS, BRETTON CHESTER ROAD CHESTER CH4 0DH 203015 NANT INN, BUCKLEY PODESWOOD ROAD CLWYD CH7 2JN 202817 GRIFFIN INN, MYNYDD ISA MOLD ROAD MOLD CH7 6TF 200893 FEATHERS, STANSTED 21 CAMBRIDGE ROAD ESSEX CM24 8BX 200915 NEW INN, COLCHESTER 36 CHAPEL STREET SOUTH ESSEX CO 2 7AX 200286 TREBLE TILE, WEST BERGHOLT COLCHESTER ROAD NR COLCHESTER CO 6 3JQ ESSEX 200365 KINGS ARMS, DOVERCOURT 178 HIGH STREET HARWICH ESSEX CO12 3AT 200307 BRITISH FLAG, HARWICH WEST STREET ESSEX CO12 3DD 200362 DEVON, DOVERCOURT 1 RAMSEY ROAD HARWICH ESSEX CO12 4RJ 200310 NEVER SAY DIE, NR CLACTON ON S 24 BROADWAY JAYWICK ESSEX CO15 2EH 200921 GOLDEN LION, CATERHAM ON-THE-H 2 TOWN END SURREY CR 3 5UG 200938 THREE TUNS, BARLESTONE NUN WEST END WARWICKSHIRE CV13 0EJ 202913 KINGS ARMS, MIDDLEWICH QUEENS STREET MIDDLEWICH CW10 9AR 203463 SWAN, WOORE NANTWICH ROAD NR CREWE CW3 9SA 203233 RIFLEMAN HOTEL, WINSFORD WEAVER STREET WINSFORD CW7 4AE 203211 RED LION, HARTFORD 277 CHESTER ROAD NR NORTHWICH CW8 1QL 202710 FISHPOOL, NORTHWICH DELAMERE NORTHWICH CW8 2HP 203247 ROEBUCK, NORTHWICH WITTON STREET CHESHIRE CW9 5EA 203331 SPINNER & BERGAMOT, COMBERBA WARRINGTON ROAD NR NORTHWICH CW9 6AY 202436 BLACK GREYHOUND HOTEL, WINCHAM HALL LANE NR NORTHWICH CW9 6DG 202600 CORNISHMAN, ALVASTON HOLBROOK ROAD DERBYSHIRE DE24 0LX 202358 VAULTS, WIRKSWORTH COLDWELL STREET DERBYS DE4 4AB 202324 GEORGE & DRAGON, NEWTON CRAGG LANE NR ALFRETON DE55 5TN 202355 SWAN, DRAYCOTT IN THE CLAY LICHFIELD ROAD STAFFS DE6 5GZ 202174 WELLINGTON, FENCE HOUSES FRONT STREET TYNE & WEAR DH 4 6LP 202000 RED LION, COXHOE BLACKGATE CO. DURHAM DH 6 4DB 200053 BRAWNS DEN, BRANDON WINCHESTER DRIVE DURHAM DH 7 8UG 201600 COPPER BEECH, DARLINGTON MEASHAM ROAD DARLINGTON DL 1 4DH 200040 OAK TREE INN, DARLINGTON MIDDLETON ST GEORGE CO DURHAM DL 2 1HN 200039 OTTER & FISH INN, HURWORTH DA CHURCH ROW CO DURHAM DL 2 2AH 201926 NORTH BRITON, AYCLIFFE VILLAGE HIGH STREET COUNTY DURHAM DL 5 6JX 200037 MASONS ARMS, ETHERLEY DENE 17 FRONT STREET BISHOP AUCKLAND DL14 0JP 201970 PRINCE OF WALES, BALBY 25-29 BALBY ROAD DONCASTER DN 4 0RE 201726 HARLINGTON INN, HARLINGTON 13 DONCASTER ROAD DONCASTER DN 5 7HD 202187 WHITE HART, ASKERN HIGH STREET DONCASTER DN 6 0AB

444 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 200959 MILESTONE, DENABY MAIN DONC DONCASTER ROAD SOUTH YORKS DN12 4JH 201895 MAYFLOWER, IMMINGHAM MARGARET STREET IMMINGHAM DN40 1JY 203628 WISE MAN, DORCHESTER WEST STAFFORD DORSET DT2 8AG 203518 TURKS HEAD, WEYMOUTH CHICKERELL WEYMOUTH DT3 4DS 203288 SAILORS RETURN, WEYMOUTH THE QUAY DORSET DT4 8AD 202699 FERRYBRIDGE, WYKE REGIS 262 PORTLAND ROAD WEYMOUTH DORSET DT4 9AF 202373 ALBERT INN, WYKE REGIS HIGH STREET WEYMOUTH DT4 9NZ 203474 MARQUIS OF GRANBY, WEYMOUTH CHICKERELL RD DORSET DT4 9TW 200974 DUKE OF WELLINGTON, HACKNEY 90 MORNING LANE LONDON E 9 6NA 200553 BOOTLACES, LEYTON 596 LEA BRIDGE ROAD LONDON E 10 7ND 202227 CAFE HABANA, EDINBURGH GREENSIDE PLACE EDINBURGH EH1 3AA 202217 CROSS KEYS, TRANENT 26 BRIDGE STREET EAST LOTHIAN EH21 8BQ 202247 PROM BAR, NEWHAVEN 2-6 ANCHORFIELD EDINBURGH EH6 4JG 203451 SUN, NORTHAW JUDGES HILL HERTS EN6 4NL 203281 ROYAL OAK INN, EXETER EXMINSTER DEVON EX6 8DX 202242 DUNBLANE HOTEL, DUNBLANE 10 STIRLING STREET DUNBLANE FK15 9EP 202240 CUILLINS BAR, THORNLIEBANK 51 KYLEAKIN ROAD GLASGOW G46 8DE 201827 FOX & HOUNDS INN, BADMINTON ACTON TURNVILLE AVON GL 9 1HW 201824 CROWN INN, COLEFORD PARKEND ROAD GLOS. GL16 7HX 201832 KINGS ARMS, NEWENT ROSS ROAD GLOS. GL18 1BD 201825 CROWN INN, KEMERTON HIGH STREET TEWKESBURY GLOS. GL20 7HP 201840 PLOUGH INN, PRESTBURY MILL STREET CHELTENHAM GLOS. GL52 3BG 202039 ROYAL OAK, NORTH YORKSHIRE BURTON LEONARD NORTH YORKSHIRE HG 3 3SJ 201037 RISING SUN, GEORGE ST CANAL SIDE BERKHAMSTED HP 4 2EG 201030 RED LION, BEACONSFIELD KNOTTY GREEN BUCKS HP 9 2TN 201046 KINGS ARMS, BROMYARD 45 HIGH STREET HEREFORDSHIRE HR 7 4EE 128729 KING WILLIAM, HULL 41 MARKET PLACE HULL HU1 1RS 200137 LINCOLN ARMS, (OFF VICTORIA RO LINCOLN WAY BEVERLEY N HU17 0AJ HUMBERSIDE 202042 ROYAL STANDARD HOTEL, BEVERLEY NORTH BAR NORTH HUMBERSIDE HU17 8DL 128730 THREE CROWNS, HULL 499 ANLABY ROAD HULL HU3 6DT 200420 INKERMAN, IPSWICH 197 NORWICH ROAD SUFFOLK IP 1 4BX 200433 MAYPOLE, IPSWICH OLD NORWICH ROAD IPSWICH IP 1 6LE 200397 COMPASSES, HOLBROOK IPSWICH ROAD IPSWICH SUFFOLK IP 9 2QR 201054 FALCON INN, WALTON 272 HIGH STREET NEAR FELIXSTOWE IP11 9DS 200380 ANGEL, WOODBRIDGE THEATRE STREET SUFFOLK IP12 4NE 200402 CROWN & ANCHOR, FRAMLINGHAM 4 CHURCH STREET WOODBRIDGE IP13 9BQ SUFFOLK 200401 CROWN, STOWUPLAND CHURCH ROAD STOWMARKET IP14 4BQ SUFFOLK 200466 WHITE HORSE, FINNINGHAM STATION ROAD STOWMARKET IP14 4TL 200470 WHITE HART, MILDENHALL 21 HIGH ST MILDENHALL SUFFOLK IP28 7EA 201305 FIGHTING COCKS, KINGSTON UPON 56 LONDON ROAD SURREY KT 2 6QA 202763 GLOBE, LIVERPOOL 17 CASES STREET LIVERPOOL L1 1HW 203105 PIPE & GANNEX, KNOWLSLEY SUGAR LANE MERSEYSIDE L34 0EW 202507 BULL & DOG, BURSCOUGH LIVERPOOL ROAD SOUTH ORMSKIRK L40 7SS 202643 DELL, PRENTON PRENTON HALL ROAD BIRKENHEAD L43 3AE 201461 PALATINE HOTEL, MORECOMBE THE CRESCENT LANCS LA 4 5BZ 201744 COAST, MORECAMBE QUEEN STREET LANCASHIRE LA 4 5EG 201638 DUKE OF CUMBERLAND, KENDAL APPLEBY ROAD CUMBRIA LA 9 6ES 201394 BARROW ARMS, BARROW IN FURNESS CAVENDISH STREET CUMBRIA LA14 1PZ 203107 PLOUGH, GALGATE MAIN ROAD NR LANCASTER LA2 0LQ 201438 GREDINGTON ARMS, HOLT CROSS STREET WREXHAM LL12 7HA 202816 GRIFFIN INN, GRESFORD CHURCH GREEN WREXHAM LL12 8RG 202192 WHITE HORSE, CLWYD LLANFAIRDYFFRYN WALES LL15 2RU 203635 YE OLD VAULTS, BANGOR 334 HIGH STREET GWYNEDD LL57 1YA 202444 BLACK SWAN, HORNCASTLE SOUTH STREET LINCS LN9 6EF 201081 RED LION, LEIGHTON BUZZARD 1 NORTH ST BEDS LU7 1EF 202121 THREE LEGS OF MAN, MANCHESTER STRETFORD ROAD MANCHESTER M 15 4AE 200609 WELLINGTON, PATRICROFT 37 WORSLEY ROAD ECCLES M 30 8PB

445 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 202989 MIDWAY, LONGSIGHT 703 STOCKPORT ROAD LEVENSHULME M12 4QN 202799 GRAPES INN, PRESTWICH 459 BURY NEW ROAD MANCHESTER M25 1AF 202695 FARMERS ARMS, SWINTON 162 MANCHESTER RD MANCHESTER M27 5TP 203149 QUEENS ARMS, BOOTHSTOWN CHADDOCK LANE WORSLEY M28 1DN 201097 NAGS HEAD, WINSLOW BUCK 39 SHEEP STREET WINSLOW MK18 3HL BUCKINGHAM 202269 CHERRY TREE, WISHAW 259 METHERTON ROAD WISHAW ML2 0BD 202272 IMPERIAL, WISHAW 121 MAIN STREET WISHAW ML2 7AU 202235 ALHAMBRA, BELLSHILL 202 MAIN STREET BELLSHILL ML4 1AB 202253 WHITELAWS, AIRDRIE 17-19 SOUTH BRIDGE STREET AIRDRIE ML6 6JQ 200484 COACH & HORSES, STOKE NEWINGTO 178 HIGH STREET LONDON N16 N 16 7JL 201109 ROCKIES, NEWCASTLE 78 SCOTSWOOD ROAD TYNE & WEAR NE 4 7JH 201742 ISABELLA, BLYTH SOUTHEND ROAD NORTHUMBERLAND NE24 5RW 201582 SHIP, WALLSEND 101 HIGH STREET WEST WALLSEND NE28 8JD 202098 STEAMBOAT, SOUTH SHIELDS MILL DAM TYNE & WEAR NE33 1EQ 201863 LAKE, MARSDEN LAKE AVENUE SOUTH SHIELDS NE34 7AY 200061 LORD BARRINGTON, NORTHUMBERLAN STAKEFORD NORTHUMBERLAND NE62 5UA 201934 ODDFELLOWS ARMS, ALNWICK NARROWGATE NORTHUMBERLAND NE66 1JN 202961 LORD ROBERTS, NOTTINGHAM 24 BROAD STREET NOTTINGHAM NG1 3AN 202335 MASONS, HUCKNALL WATNALL ROAD NOTTINGHAM NG15 6EY 202360 WHITE LION, KIMBERLEY SWINGATE NOTTINGHAM NG16 2PQ 203612 WHITE LION, SELSTON 240 NOTTINGHAM ROAD NOTTS NG16 6AD 202315 CARPENTERS ARMS, MANSFIELD NEWGATE LANE NOTTS NG18 2LB 202398 BADGER, SHIREBROOK RECREATION ROAD NOTTINGHAM NG20 8JY 201585 CHEQUERS INN, ELSTON TOAD LANE NEWARK NG23 5NS 203269 ROYAL OAK, GRANTHAM MARKET PLACE LINCS NG31 6LR 201112 MARQUIS OF GRANBY, SLEAFORD 65 WESTGATE LINCS NG34 7PU 203011 NAGS HEAD, NOTTINGHAM CARLTON HILL NOTTINGHAM NG4 1FN 202326 HEATHFIELD, BASFORD ARNOLD ROAD NOTTINGHAM NG5 1NJ 201414 DEERS LEAP, BELLINGE FIELDMILL LANE NORTHANTS NN 3 9AZ 200505 RED LION, BOZEAT 63 LONDON ROAD WELLINGBOROUGH NN29 7JR 201118 ROSE INN, NEWPORT REDWICK MAGOR GWENT NP26 3DU 200243 LORD ROSEBERY, NORWICH 94 ROSEBERY ROAD NORFOLK NR 3 3AB 200517 STANLEY ARMS, NORWICH 33 MAGDALEN ROAD NORFOLK NR 3 4LG 200250 PELICAN, TACOLNESTONE NORWICH ROAD NORFOLK NR16 1AL 200278 SWAN INN, DEREHAM GRESSENHALL NORFOLK NR20 4QU 200507 CROSS KEYS, DILHAM THE STREET NORFOLK NR28 9PS 202689 FAREWELL, CASTLETON 725 MANCHESTER ROAD ROCHDALE OL11 3AQ 201635 DOG & PARTRIDGE, WHITWORTH MARKET ST ROCHDALE OL12 8HA 201588 CITIZENS, ROCHDALE 110 DRAKE STREET LANCASHIRE OL16 1PN 202533 CARTERS ARMS, ROYTON 133 OLDHAM ROAD OLDHAM. OL2 6BU 202513 BULLS HEAD, WATERHEAD BRIDEOAK STREET OLDHAM OL4 2HB 201128 CHEQUERS, OXFORD 44 ST THOMAS STREET OXON OX 1 1JP 201141 RED LION, CASSINGTON THE GREEN OXFORD OX 8 1DN 201138 NEWLANDS INN, EYNSHAM NEWLANDS STREET EYNSHAM OX 8 1LD 201127 BLACK BOY, CHINNOR STATION ROAD OXON OX 9 4PZ 203301 SHADES, SKEGNESS LUMLEY ROAD LINCS PE25 3LL 200216 GATE INN, KINGS LYNN MIDDLETON KINGS LYNN PE32 1RW 200638 LONDON INN, HORRABRIDGE 23 STATION ROAD YELVERTON PL20 7ST 201160 WHEELWRIGHTS ARMS, HAVANT 27 EMSWORTH ROAD HANTS PO 9 2SN 203129 PORTLAND ARMS, PORTSMOUTH STAMSHAW ROAD PORTSMOUTH PO2 8LX 201571 CARDWELL ARMS, ADLINGTON CHORLEY RD LANCASHIRE PR 6 9LH 203452 SUN INN, CHIPPING 2 WINDY STREET NR PRESTON PR3 2GD 202427 BIRLEY ARMS, WARTON BRYNING LANE PRESTON PR4 1TN 203557 WALMER BRIDGE, WALMER BRIDGE LIVERPOOL OLD ROAD PRESTON PR4 5QE 202940 LEO’S, SOUTHPORT 46 NEVILL STREET SOUTHPORT PR9 0DR 201166 ABINGER ARMS, ABINGER HAMMER DORKING ROAD DORKING SURREY RH 5 6RZ 201622 CROWN INN, SHEFFIELD 87/89 FORNCETT STREET SHEFFIELD S 4 7QG 201981 QUEEN’S GROUND, SHEFFIELD 401 LANGSETT ROAD SHEFFIELD S 6 2LJ 201948 PALM TREE, WALKLEY PALM STREET SHEFFIELD S 6 2XF

446 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201978 QUEEN HOTEL, MOSBOROUGH 135 HIGH STREET SHEFFIELD S 20 5AF 201178 CROWN, KILLAMARSH SHEFFIEL 1 ASHLEY LANE SOUTH YORKS S 21 1AB 201521 BIRD-IN-HAND, ECKINGTON 126 HIGH STREET SHEFFIELD S 21 4DR 201632 DEVONSHIRE ARMS, NEWBOLD 17 OCCUPATION RD CHESTERFIELD S 41 8TH 202065 SHIP INN, GREASBOROUGH 6 MAIN STREET ROTHERHAM S 61 4PX 202393 ARDSLEY LODGE, STAIRFOOT DONCASTER ROAD ARDSLEY S70 3PE 202318 CUTTING EDGE, WORSBOROUGH DALE CUTTING BANK EDGE ROAD BARNSLEY S70 4AF 201444 HUNTSMAN & HOUND, LONDON 70 ELSTED STREET LONDON SE17 1QX 201188 ANGEL, WARE 54 STAR STREET HERTS SG12 7AQ 201194 RED LION, STANSTEAD ABBOTS HIGH STREET NEAR WARE HERTS SG12 8AA 202414 BEEHIVE, NR LITTLE BERKHAMPSTE EPPING GREEN HERTS SG13 8NB 201747 JOLLY CROFTER, STOCKPORT 15 CASTLE STREET CHESHIRE SK 3 9AB 202958 LORD CLYDE, BOLLINGTON 36 CLARKE LANE NR MACCLESFIELD SK10 5AH 203360 STAR INN, GLOSSOP 2 HOWARD ST DERBYSHIRE SK13 7DD 201689 GODLEY HALL, HYDE C/O CHARLES PATRICK INNS, 36 CHESHIRE SK14 6JJ CHURCH BROW 202516 BULLS HEAD, STALYBRIDGE 4 KNOWL STREET CHESHIRE SK15 3AJ 201196 DEVONSHIRE ARMS, HARTINGTON MARKET PLACE DERBYS SK17 0AL 203018 NAVIGATION INN, WHALEY BRIDGE JOHNSTON STREET STOCKPORT SK23 7LU 202633 CROWN INN, BREDBURY STOCKPORT ROAD STOCKPORT SK6 2AA 202736 FREEMASONS ARMS, HANDFORTH 88 WILMSLOW ROAD WILMSLOW SK9 3EW 201201 QUEENS HEAD, LITTLE MARLOW MA POUND LANE CHURCH ROAD BUCKS SL 7 3RZ 202662 DRUMMOND ARMS, PORTSWOOD 56 SOMERSET ROAD SOUTHAMPTON SO17 3AA 202971 MANOR HOUSE, WOOLSTON 8 SWANAGE CLOSE SOUTHAMPTON SO19 2EW 203237 RISING SUN, SWANMORE HILL POUND SOUTHAMPTON SO32 2PS 200546 ANCHOR, CANEWDON HIGH STREET ROCHFORD SS 4 3QA 200581 DEVONSHIRE ARMS, ALSAGER SHADY GROVE CHESHIRE ST 7 2NH 203526 VICTORIA, HANLEY VICTORIA SQUARE STOKE ON TRENT ST1 4JH 201221 PLOUGH, UTTOXETER STAFFORD ROAD BLOUNTS STAFFS ST14 8DR GREEN 202985 MERE INN, ALSAGER 56 CREWE ROAD ALSAGER ST7 2ET 201235 CROWN & SCEPTRE, SHREWSBURY MINSTERLEY SHROPSHIRE SY 5 0BA 202519 BULLS HEAD, WHITCHURCH WATERGATE STREET WHITCHURCH SY13 1DP 203025 NEW INN, NR MALPAS HAMPTON NR MALPAS SY14 8JH 202719 FLYING SHUTTLE, LLANIDLOES ROA VAYNOR EST NEWTOWN SY16 1HL 202597 CORBET ARMS, NR SHREWSBURY UFFINGTON SHROPSHIRE SY4 4SN 203072 OWEN GLENDOWER, SHREWSBURY FORD SHROPSHIRE SY5 9LE 202767 GLOBE INN, LUDLOW MARKET STREET SHROPSHIRE SY8 1BP 203540 VICTORIA HOTEL, BURNHAM ON SEA 25 VICTORIA STREET SOMERSET TA8 1EQ 203485 THOMAS TELFORD, TELFORD LEEGOMERY SHROPSHIRE TF1 6XQ 202374 ALBION, BROSELEY HIGH STREET SHROPSHIRE TF12 5EY 202944 LION, TELFORD SHIFNAL ROAD SHROPSHIRE TF2 9NN 203473 SWAN INN, TELFORD WATERS UPTON SHROPSHIRE TF6 6NP 202649 DEVON ARMS, TORQUAY PARK LANE DEVON TQ1 2AU 203029 NEW INN, PENRYN MABE BURNTHOUSE CORNWALL TR10 9HN 202702 FINN MCCOULS (EX KIMBERLEY), F KILLIGREW STREET FALMOUTH TR11 3PG 203497 THREE TUNS, HELSTON ST KEVERNE TRURO CORNWALL TR12 6ND 203589 WHITE HART, CAMBORNE FORE STREET CORNWALL TR14 8JS 203593 WHITE HART, PENZANCE LUDGVAN TRURO CORNWALL TR20 8EY 202916 KINGS HEAD, CHACEWATER FORE STREET TRURO TR4 8PY 201900 MINERS ARMS, SKELTON BOOSEBECK ROAD SALTBURN TS12 2DD 200128 ROYAL GEORGE, SALTBURN STAITHES CLEVELAND TS13 5BH 200017 ROYAL GEORGE HOTEL, THORNABY O 116 THORNABY ROAD CLEVELAND TS17 6EZ 203173 RAILWAY, HEATLEY 42 MILL LANE NR LYMM WA13 9SQ 202563 CHURCH INN, MOBBERLEY CHURCH LANE CHESHIRE WA16 7RD 202429 BLACK BEAR, WARRINGTON 502 KNUTSFORD ROAD CHESHIRE WA4 1DX 203239 RIVERSIDE INN, WARRINGTON CHESTER ROAD CHESHIRE WA4 6AR 202534 CASTLE HOTEL, RUNCORN HALTON RUNCORN WA7 2BE 202797 GRAPES, RUNCORN 82 HALTON ROAD RUNCORN WA7 5SB 203318 SIMMS CROSS, WIDNES 100 WIDNES ROAD WIDNES WA8 6AX

447 Punch Outlet Code Outlet Name Address 1 Address 2 Postcode 201262 WINDMILL, CHIPPERFIELD THE COMMON HERTS WD 4 9BU 201251 DEVONSHIRE ARMS, BUSHEY HEATH 158 HIGH RD HERTS WD23 1NP 203522 UNICORN, KINGS LANGLEY GALLOWS HILL HERTS WD4 8LU 201265 ANCHOR, ALLERTON BYWATER CAST VICTORIA STREET WEST YORKS WF10 2EF 202209 YORKSHIRE ROSE, CASTLEFORD AKETON ROAD WEST YORKSHIRE WF10 5DW 201269 IMPERIAL, DEWSBURY 50 BRADFORD ROAD WEST YORKS WF13 2DU 203204 RED LION, ASHTON-IN-MAKERFIE 25 GERARD STREET ASHTON-IN- WN4 9AG MAKERFIELD 202670 EAGLE & CHILD, ASHTON IN MAK 233 HEATH ROAD ASHTON IN WN4 9HW MAKERFIELD 203520 UNICORN, BILLINGE 190 UPHOLLAND ROAD HIGHER END WN5 7DJ 202723 FORRESTERS ARMS, STANDISH 41 SHEVINGTON MOOR WIGAN WN6 0SQ 202523 BUSY BEE, CHAPEL HOUSE KILN LANE SKELMERSDALE WN8 8PW 202842 HARE & HOUNDS, UPHOLLAND 242 ORMSKIRK ROAD WIGAN WN8 9AA 201423 ARBOR LIGHTS, WALSALL 127/128 LICHFIELD STREET WEST MIDLANDS WS 1 1SY 201282 MINERS REST, CHASETOWN BR HIGHFIELDS ROAD STAFFS WS 7 8QS 201434 GLOBE, HEDNESFORD EAST CANNOCK ROAD HEDNESFORD WS12 5LZ 202397 BACHE ARMS, NR BRIDGNORTH HIGHLEY SHROPSHIRE WV16 6JU 200107 DOTTEREL INN, FILEY REIGHTON NORTH YORKSHIRE YO14 9RU 201299 SUN INN, PICKERING WESTGATE NORTH YORKS YO18 8BA 200118 HART INN, NR WHITBY SANDSEND NORTH YORKSHIRE YO21 3SU 200136 SALMON LEAP, WHITBY NTH YORKS SLEIGHTS NORTH YORKSHIRE YO22 5AA 200079 CROWN & CUSHION, YORK WELBURN NORTH YORKSHIRE YO60 7DZ 200078 CROWN HOTEL, HELMSLEY MARKET PLACE NORTH YORKSHIRE YO62 5BJ

448 INDEX OF DEFINED TERMS

Defined Terms Page $...... 3 W ...... 3 1989 Report ...... 127 2004/5 year-to-date ...... 354 Accelerated Payment ...... 153 Acceleration ...... 153 Account Bank ...... 15 Accounting Principles ...... 68 Act...... 206 Additional Screen Rate...... 171 Affiliate ...... 153 Agent Bank ...... 15 Agent Banks ...... 164 Amended and Restated Financial Advisory Services Agreement...... 16 Amortisation Amount ...... 178 Annualised Contribution ...... 74 Applicable Margin ...... 25,173 Article 81 ...... 43 associated company ...... 52 Association ...... 149 Available Excess Cash Amount...... 72 Average Expected Gross Yield ...... 79 AWPs...... 44 AWT...... 124 Basic Terms Modification ...... 193 Bass ...... 127 Beer Orders ...... 127 Borrower ...... 5,14 Borrower Enforcement Notice ...... 89 Borrower Event of Default ...... 85 Borrower Pre-Borrower Enforcement Notice Priority of Payments...... 90 Borrower Security Trustee ...... 15 Borrower Subordinated Loan ...... 114 Borrower Subordinated Loan Agreement ...... 114 Borrower Transitional Agency Agreements ...... 111 Business and Asset Transfer Agreements...... 112 Business Day...... 25,153, 171, 187 Calculation Date...... 184 CapEx ...... 75 CapEx Account...... 73 CapEx Amount ...... 75 Capital Market Arrangement ...... 54 Capital Market Exception ...... 54 CapMAC ...... 149 Cash Benefit of any Tax Credit ...... 103 Cash Flow Test Date ...... 72 CDI...... 164 Centrum ...... 6,136 Chapter 1...... 43 Charge Consent Leasehold Pubs...... 49 Charged Property...... 168 Chargee ...... 55

449 Defined Terms Page Charter ...... 44,127 class ...... 163 Class A Issuer Event of Default ...... 188 Class A Note Acceleration Notice ...... 188 Class A Noteholders ...... 22 Class A Notes ...... 21,163 Class A1 Notes...... 1,19,162 Class A2 Notes...... 1,19,162 Class A3 Notes ...... 1,19,162, 163 Class A3 Rate of Interest ...... 173 Class A4 Notes...... 1,19,162 Class A5 Notes...... 1,19,162 Class A6 Notes ...... 1,19,162, 163 Class A6 Rate of Interest ...... 173 Class A7 Notes ...... 1,20,162, 163 Class A7 Rate of Interest ...... 173 Class A8 Notes ...... 1,20,162, 163 Class A8 Step-Up Amounts...... 26,173 Class A8 Step-Up Date...... 62 Class A8 Step-Up Margin ...... 26,173 Class B Issuer Event of Default ...... 189 Class B Note Acceleration Notice...... 189 Class B Noteholders ...... 22 Class B Notes...... 22 Class B1 Notes ...... 1,19,162, 163 Class B1 Rate of Interest...... 173 Class B2 Notes ...... 1,19,162, 163 Class B2 Rate of Interest...... 173 Class C Issuer Event of Default ...... 190 Class C Note Acceleration Notice...... 190 Class C Noteholders ...... 22 Class C Notes...... 20 Class C1 Notes ...... 1,20,162, 163 Class C1 Step-Up Amounts ...... 26,173 Class C1 Step-Up Date ...... 62 Class C1 Step-up Margin...... 173 Clearstream, Luxembourg...... 30,196 Closing Outlet EBITDA ...... 76 Condition ...... 162 Conditions ...... 153, 162 Connected Third Party ...... 80 Coors ...... 128 Cousin ...... 136 Current FCF ...... 75 Current Period Excess Cash ...... 72 D...... 68 Daughter ...... 136 Debt Service Cover Ratio Covenant ...... 67 Deed of Escrow ...... 19 Defease ...... 77 Definitive Bearer Notes...... 165 Definitive Notes ...... 165 Definitive Registered Notes ...... 165 Directive ...... 44,126

450 Deﬁned Terms Page Dispute...... 159 Distribution Compliance Period...... 204 dollars...... 3 DTC...... 196 DTZ...... 11 Due for Payment ...... 153 EBITDA ...... 68 Eighth Supplemental Issuer Deed of Charge ...... 99,163 Eligible Investments...... 109 Eligible Permitted Business ...... 79 EMU...... 202 EMU Commencement Date...... 202 Enterprise Act...... 54,56 Escrow Agent ...... 16 Estate ...... 8 EUR...... 3 euro ...... 3,202 Euro Exchange Date...... 202 Euro Exchange Notice ...... 202 Euro Interest Determination Date ...... 172 Euroclear ...... 30,196 Exceptions...... 54 Excess Cash...... 72 Excess of Loss Reinsurance Agreement...... 147 Exchange Act ...... 196 Excluded Group Entity ...... 71 Existing Agents...... 164 Existing Class A Notes...... 1,162 Existing Class B Notes ...... 1 Existing Fixed Rate Notes ...... 1,20,163 Existing Floating Rate Notes ...... 1,19,162 Existing Notes...... 1 Existing Notes Agency Agreement ...... 164 Existing Notes Agent Bank...... 164 Existing Reg S Global Notes...... 164 Existing Reg S Notes ...... 164 Existing Swaps ...... 30 Expected Class A Debt Service ...... 84 FCF Covenant ...... 67 FCFTest...... 72 Fifth Supplemental Issuer Deed of Charge ...... 99,163 Fifth Supplemental Punch Taverns B Deed of Charge ...... 88 Financial Adviser ...... 16 Financial Advisory Agreement ...... 110 Financial Guarantee ...... 160 Financial Guarantee Fee ...... 153 Financial Indebtedness ...... 69 Financial Quarter ...... 69 Financial Quarter Date ...... 69 Financial Quarter Test Date ...... 75 Financial Year ...... 70 First Closing Date...... 1,19,162 First Further Class A Notes ...... 1,19,162 First Further Class A1 Notes ...... 162

451 Deﬁned Terms Page First Further Class A2 Notes ...... 162 First Further Class A3 Notes ...... 162 First Further Class B1 Notes ...... 1,19,162 First Further Notes...... 162 First New Class A Notes...... 1,19,162 First New Class B2 Notes ...... 1,19 First New Notes ...... 162 First New Notes Agency Agreement ...... 164 First New Notes Agent Bank ...... 164 First New Notes Principal Paying Agent ...... 164 First New Reg S Global Note ...... 165 First New Temporary Reg S Global Note ...... 165 First Supplemental Agency Agreement ...... 164 First Supplemental Issuer Deed of Charge ...... 99,163 First Supplemental Parent Guarantor Deed of Charge ...... 163 First Supplemental Punch Taverns B Deed of Charge ...... 87 First Supplemental Trust Deed ...... 21,107, 162 Fiscal Agent ...... 27,158 Fitch...... 1,144 Fourth Closing Date...... 1 Fourth Supplemental Issuer Deed of Charge ...... 99,163 Fourth Supplemental Punch Taverns B Deed of Charge ...... 88 Fourth Supplemental Trust Deed ...... 21,108, 162 Fourth Valuation Certiﬁcate ...... 62 Free Cash Flow ...... 70 Free Cash Flow Test Period ...... 72 FRN Rate of Interest...... 171 FRN Redemption Date ...... 19 FSA...... 144 FSMA ...... 144 Further Class A Notes...... 198 Further Class A3 Notes ...... 198 Further Class A6 Notes ...... 198 Further Class A7 Notes ...... 198 Further Class A8 Notes ...... 198 Further Class B Notes ...... 198 Further Class B1 Notes ...... 198 Further Class B2 Notes ...... 198 Further Class C Notes ...... 198 Further Class C1 Notes ...... 198 Further Notes...... 29,198 Further Notes Exchange Date...... 164 Further Reg S Global Note ...... 164 Further Temporary Reg S Global Note ...... 164 Further Term Advance...... 86 Further Term Facility ...... 86 GAAP ...... 151 Global Notes...... 165 Gross Redemption Yield ...... 181, 182 Group Collection Accounts ...... 110 Group Operating Accounts ...... 110 Guarantee and Reimbursement Agreement ...... 153 Guaranteed Amounts ...... 23,153 Guaranteed Obligations ...... 153

452 Deﬁned Terms Page Historic Acquisition Condition...... 78 Hive-Across Agreements...... 8 Hive-Across Indemnities ...... 71 Holder...... 154 holder ...... 166 Holdings...... 136 IAS...... 369 IASB ...... 369 ICL...... 136 ICTA...... 109 IFRS ...... 53,369 IGL...... 136 Independent Consultant ...... 82 Inn Partnership Asset Transfer Agreement ...... 113 Inn Partnership Portfolio ...... 113 Inn Partnership Pubs...... 113 InnSpired ...... 137 Insolvency Act...... 54 Insolvency Law ...... 154, 194 Interbrew ...... 127 Interest...... 154 Interest Amount ...... 173 Interest Charges...... 70 Interest Determination Date...... 171 Interest Payment Date ...... 25,170 Interest Period ...... 25,171 Interest Residual Amount ...... 199 Investment CapEx Amount ...... 75 Investment CapEx Shortfall Amount...... 73 Investor Report...... 66 Investor Report Period ...... 185 Irish Stock Exchange...... 21 Issue ...... 2 Issuer ...... 1,14,154, 160, 162 Issuer Available Funds ...... 199 Issuer Cash Collateralisation Account ...... 85 Issuer Charged Property ...... 167 Issuer Deed of Charge...... 99,163 Issuer Enforcement Notice...... 191 Issuer Secured Creditors ...... 25,100, 167 Issuer Security ...... 167 Issuer Security Trustee ...... 15,163 Issuer/Borrower Facility Agreement ...... 60 Issuer/Borrower Swap Agreement ...... 94 ITL...... 136 Jubilee ...... 6 Jubilee Business and Asset Transfer Agreement...... 112 Jubilee Portfolio ...... 112 Lead Managers ...... 203 Leasehold Pubs ...... 47 LIBOR ...... 184 Liquidity Downgrade Event...... 97 Liquidity Event ...... 97 Liquidity Facility ...... 30,95

453 Deﬁned Terms Page Liquidity Facility Agreement...... 30,95 Liquidity Facility Provider ...... 15 Liquidity Facility Reserve Account ...... 97 Liquidity Shortfall...... 30,95 Liquidity Subordinated Amounts ...... 101 Look Back EBITDA ...... 84 Look Through Test ...... 84 Look Through Test Period ...... 84 Luxembourg Paying Agent...... 163 Maintenance CapEx Shortfall ...... 75 Managed Houses...... 128 Management Services Agreement ...... 110 Master Deﬁnitions and Construction Schedule ...... 164 MBIA ...... 1,14,160, 162 MBIA Additional Amounts ...... 154, 157 MBIA Assurance...... 144 MBIA Corp...... 144 MBIA Event of Default ...... 154, 194 MBIA Holdings ...... 144 MBIA Illinois ...... 149 MBIA Inc...... 144 MBIA Information ...... 2 MBIA Termination Event ...... 194 MBIA UK Agreements ...... 147 Mercury ...... 136 Minimum Investment CapEx Amount ...... 75 Minimum Maintenance CapEx Amount ...... 75 Minimum Ratings ...... 97 Minimum Short-Term Ratings ...... 15 MMC...... 127 Moody’s...... 1,144 Net Pub Sales Proceeds ...... 77 Net Retained Liability ...... 147 Net Worth ...... 70 Net Worth Covenant ...... 67 Net Worth Maintenance Agreement ...... 147 New Notes ...... 29,199 New Rule 144A Global Notes ...... 165 New Securitisation Group ...... 5,8 New Securitisation Group Security...... 89 New Subordinated Loan ...... 114 New Subordinated Loan Agreement...... 114 New Subsidiary...... 80 New Term Advance ...... 86 New Term Facility...... 86 No Material Prejudice Test ...... 37 Non-payment ...... 154 Note Acceleration Notice ...... 190 Note Principal Payment ...... 183 Note Trustee ...... 14,154, 160, 162 Noteholder...... 166 Noteholder Reserved Matter ...... 195 Noteholder Reserved Matters ...... 37 Noteholders...... 14

454 Deﬁned Terms Page Notes ...... 154, 163, 314 Notice of Demand ...... 154 Obligors ...... 14 Offering Circular ...... 3 Official List ...... 1,210 Order ...... 154 Original Agency Agreement ...... 164 Original Class A Notes ...... 1,19,162 Original Class A1 Notes ...... 162 Original Class A2 Notes ...... 162 Original Class A3 Notes ...... 162 Original Class B1 Notes ...... 1,19,162 Original Issuer Deed of Charge ...... 99,163 Original Notes...... 162 Original Parent Guarantor Deed of Charge ...... 163 Original Punch Taverns B Deed of Charge...... 87 Original Reg S Global Note ...... 164 Original Reg S Notes ...... 164 Original Rule 144A Global Note ...... 165 Original Rule 144A Notes...... 165 Original Trust Deed ...... 21,107, 162 Outlet EBITDA ...... 77 Overview Report ...... 49,62 Owner...... 46 PAO...... 184 Parent Guarantee ...... 108, 163 Parent Guarantor ...... 1,14,162 Parent Guarantor Charged Property ...... 168 Parent Guarantor Deed of Charge ...... 108, 163 Parent Guarantor Secured Creditors ...... 108 Parent Guarantor Security ...... 168 Participating Member State ...... 202 Paying Agency Agreement...... 154 Paying Agents...... 164 Peak Debt Service ...... 75 Peak Service Debt Ratio ...... 75 Pension Scheme ...... 44 Permitted Acquisition...... 77 Permitted Business ...... 87 Permitted Disposals...... 76 Permitted Restricted Payment...... 71 Person ...... 154 PG Security Trustee ...... 15,108 PGRP ...... 5,137 PGRP Business and Asset Transfer Agreement ...... 112 PGRP Portfolio ...... 112 PGRP Transitional Agency Agreement ...... 112 PMG...... 14 PMI...... 113 PML Business and Asset Transfer Agreement ...... 112 PML Portfolio...... 112 PMM...... 113 PMT...... 113 pounds ...... 3

455 Defined Terms Page PRAF ...... 16 Preference...... 154 Premium Step-Up Amounts ...... 24 Principal...... 154 Principal Amount Outstanding ...... 185 Principal Financial Centre ...... 154 Principal Paying Agent...... 15,154 Principal Residual Amount ...... 200 Profitability Conditions...... 79 Proposed Disposal Date...... 76 Prospectus Directive ...... 3 Provisions ...... 70 PT Subordinated Loan ...... 114 PT Subordinated Loan Agreement ...... 114 PTL...... 16 Pub.com Asset Transfer Agreement ...... 113 Pub.com Portfolio...... 113 Pub.com Pubs ...... 113 Pubcos ...... 43 Pubmaster Finance Securitisation Group ...... 5 Pubmaster Taverns Asset Transfer Agreement ...... 113 Pubmaster Taverns Portfolio ...... 113 Pubmaster Taverns Pubs ...... 113 Pubmistress ...... 139 Pubs ...... 124 Punch ...... 5 Punch Taverns B Deed of Charge ...... 88 Punch Taverns B Secured Parties ...... 89 Punch Taverns B Sub-Group...... 5,8 Purchaser ...... 112 qualified institutional buyers...... 164 R...... 72 R (FCF) ...... 73 Rating Agencies ...... 1 Rating Confirmation...... 37 Receipt...... 154 Record Date ...... 186 Recovered Amounts ...... 154 Redemption Amount ...... 180 Redemption Date...... 184 Redenomination Date ...... 200 Reg S Definitive Notes ...... 165 Reg S Existing Fixed Rate Definitive Notes ...... 165 Reg S Global Notes ...... 165 Reg S Second New Definitive Notes ...... 165 Register ...... 166 Registered Title Reports ...... 49,62 regulated market ...... 21 Regulation S ...... 3 relevant amount ...... 71 relevant asset ...... 51 Relevant Cash Flow Test Date ...... 72 Relevant Companies...... 210 Relevant Currency...... 155

456 Deﬁned Terms Page Relevant Date...... 181, 182, 184 relevant date...... 188 Relevant Issuer Priority of Payments...... 90 Relevant Period ...... 184 Relevant Pubs ...... 75 relevant time ...... 57 Relevant Treasury Stock ...... 181, 182 Replacement Notes...... 199 Restricted Payment Conditions ...... 71 Restricted Payment Date ...... 71 Restricted Payments ...... 71 Restricted Period ...... 165 Ring Fencing...... 56 Rule 144A Deﬁnitive Notes ...... 165 Rule 144A Note ...... 196 SAP...... 151 Scheduled Interest...... 23 Scheduled Payment Date...... 155 Scheduled Principal...... 23 Scottish Assets ...... 86 Screen Page...... 184 Screen Rate ...... 171 SDRT...... 208 Second Closing Date...... 1,19,162 Second Guarantee and Reimbursement Agreement...... 1,94,163 Second Interest Reimbursement Amounts ...... 24 Second MBIA Financial Guarantee ...... 1,163 Second MBIA Financial Guarantee Fee ...... 24 Second MBIA Financial Guarantee Fee Letter...... 95 Second MBIA Prepayment Fees ...... 24,95 Second New Class A Notes ...... 1,20 Second New Notes ...... 1,20,162 Second New Notes Agency Agreement...... 164 Second New Notes Agent Bank...... 15,164 Second New Notes Exchange Date...... 165 Second New Notes Principal Paying Agent...... 15,164 Second New Reg S Global Notes ...... 165 Second New Swaps ...... 30 Second New Temporary Reg S Global Note ...... 165 Second New Term Advances...... 60 Second New Term Facilities...... 60 Second Principal Reimbursement Amounts ...... 24 Second Reimbursement Amounts...... 25 Second Supplemental Issuer Deed of Charge ...... 99,163 Second Supplemental Parent Guarantor Deed of Charge...... 163 Second Supplemental Punch Taverns B Deed of Charge ...... 87 Second Supplemental Trust Deed ...... 21,107, 162 Second Tax Deed of Covenant ...... 113 Securities Act ...... 3,164, 204 Sellers ...... 49 Semi-Annual Period...... 75 Service Recipients ...... 110 Servicer ...... 14 Services ...... 110

457 Deﬁned Terms Page Seventh Supplemental Issuer Deed of Charge ...... 163 Seventh Supplemental Punch Taverns B Deed of Charge ...... 87 Shortfall ...... 160 Sister ...... 5,122, 136 Sister Subordinated Loan ...... 114 Sister Subordinated Loan Agreement ...... 114 Sixth Supplemental Issuer Deed of Charge...... 99,163 Sixth Supplemental Punch Taverns B Deed of Charge ...... 88 Small Company ...... 55 Son...... 136 SPML Disposal Business and Asset Sale Agreement...... 112 SPML Disposal Portfolio ...... 112 Stabilisation Manager ...... 3 Standby Deposit...... 97 Step-Up Amount...... 173 Step-Up Margin ...... 173 Sterling ...... 3 Subscription Agreement ...... 203 Supply Agreement ...... 111 Supplyco ...... 42 Swallow Acquisition Agreement...... 113 Swallow Pubs ...... 113 Swallow Purchase Agreement ...... 113 Swap Agreement...... 38,97 Swap Excluded Amounts ...... 103 Swap Providers ...... 16 Swap Replacement Amounts...... 103 Swap Subordinated Amounts ...... 104 Swap Transactions...... 30 S&P...... 1,144 TARGET system ...... 202 Tax Credit ...... 104 Tax Deed of Covenant ...... 113 Tax Termination Event...... 98 Taxes ...... 155 Tenancy Agreement...... 56 Tenanted Operations...... 128 Tender Offer ...... 20 Term A7 Advance ...... 60,115 Term A7 Facility ...... 60 Term A8 Advance ...... 60,115 Term A8 Facility ...... 60 Term A8 Margin ...... 62 Term A8 Step-Up Amounts...... 62 Term A8 Step-Up Margin ...... 62 Term Advances...... 60 Term C1 Advance ...... 60,115 Term C1 Facility ...... 60 Term C1 Margin ...... 62 Term C1 Step-Up Amounts ...... 62 Term C1 Step-Up Margin ...... 62 Term Facilities...... 60 Termination Date...... 155, 159 The Parties...... 136, 137

458 Deﬁned Terms Page Third Closing Date ...... 1,19,162 Third Supplemental Issuer Deed of Charge ...... 99,163 Third Supplemental Parent Guarantor Deed of Charge...... 163 Third Supplemental Punch Taverns B Deed of Charge ...... 88 Third Supplemental Trust Deed ...... 21,107, 162 Tied Estate Order ...... 127 TISC ...... 125 Transaction ...... 5 Transaction Documents ...... 155 Transfer Consent Leasehold Pubs ...... 49 Treaty ...... 202 Trust Deed ...... 21,108, 155, 162 UIT...... 149 U.K. GAAP ...... 369 Unaudited EBITDA Information ...... 11 Underlying Rate ...... 39 Underlying Rating ...... 20,194 United Kingdom ...... 3 United States...... 3 Valuation Certiﬁcate ...... 11 Vendor ...... 112 Vendors ...... 112 WAR Period ...... 74 WAR Test Date...... 74 Weighted Average Return ...... 74 White Paper ...... 44 WT Regulations ...... 126 X...... 64,79,81,83 Y...... 83 Z ...... 75

459 REGISTERED OFFICE REGISTERED OFFICE OF THE PARENT OF THE ISSUER GUARANTOR P.O. Box 309 GT Jubilee House Ugland House Second Avenue South Church Street Burton upon Trent George Town Staffs Grand Cayman DE14 2WF Cayman Islands REGISTERED OFFICE OF THE FINANCIAL GUARANTOR MBIA UK Insurance Limited 1 Great St. Helen’s London EC3A 6HX United Kingdom THE ISSUER SECURITY TRUSTEE AND THE NOTE TRUSTEE BORROWER SECURITY TRUSTEE Deutsche Trustee Company Limited Deutsche Trustee Company Limited Winchester House Winchester House 1 Great Winchester 1 Great Winchester London EC2N 2DB London EC2N 2DB LEGAL ADVISERS To the New Securitisation Group as To the Arranger, the Issuer Security Trustee, the to English law Borrower Security Trustee and the Note Slaughter and May Trustee as to English and U.S. law One Bunhill Row Freshﬁelds Bruckhaus Deringer London EC1Y 8YY 65 Fleet Street London EC4Y 1HS To the Issuer as to Scots Law as to Cayman Islands law Tods Murray WS Maples and Calder 66 Queen Street Princes Court Edinburgh EH2 4NE 7 Princes Street To MBIA London EC2R 8AQ Allen & Overy LLP 40 Bank Street London E14 5NR TAXATION ADVISERS AUDITORS To the New Securitisation Group Ernst & Young LLP Deloitte & Touche LLP One Colmore Row Athene Place Birmingham B3 2DB 66 Shoe Lane London EC4A 3BQ SECOND NEW NOTES AGENT BANK IRISH PAYING AGENT Deutsche Bank AG London Deutsche International Corporate Services Winchester House (Ireland) Limited of 1 Great Winchester 5 Harbourmaster Place, IFSC, Dublin 1, Ireland London EC2N 2DB LISTING AGENT SECOND NEW NOTES PRINCIPAL Arthur Cox Listing Services Limited PAYING AGENT Earlsfort Centre Deutsche Bank AG London Earlsfort Terrace Winchester House Dublin 2 1 Great Winchester Street London EC2N 2DB

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