Offering Ciicular

WELCOME BREAK FINANCE PLC

E42,000,000 Class Al Secured Floating Rate Notes due 2007 f85,000,000 Class A2 Secured Floating Rate Notes due 2011 .E127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 f67,000,000 8.284 per cent. Class B Secured Notes due 2017

Issue Price: 100 per cent. Application has been made to the Luxembourg Stock Exchange to list the f42,000,000 Class Al Secured Floating Rate Notes due 2007 (the “Class Al Notes”), the f85,000,000 Class A2 Secured Floating Rate Notes due 2011 (the “Class A2 Notes”), the f127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 (the “Class A3 Notes” and, together with the Class Al Notes and the Class A2 Notes, the “Class A Notes”) and the f67,000,000 8.284 per cent. Class B Secured Notes due 2017 (the “Class B Notes” and, together with the Class A Notes, the “Notes”) of Welcome Break Finance PLC (the “Issuer”). The Notes of each class will initially be represented by a temporary global note in bearer form (each a “Temporary Global Note”), without coupons or talons, which will be deposited with Bankers Trust Company as common depositary (the ‘Common Depositary”) for Morgan Guaranty Trust Company of New York, Brussels office as operator of the Euroclear System (“Euroclear”) and Cede1 Bank, societi anonyme (“Cede1 Bank”) on or about 12th August, 1997 (the “Closing Date”) (or such later date as may be agreed by the Issuer, the Co- Lead Managers (as defined below) and BT Trustees (Jersey)Limited (the “Note Trustee”)). Each Temporary Global Note will be exchangeable not earlier than 40 days after the Closing Date (the “Exchange Date”) (and upon certification of non-U.S. beneficial ownership) for interests in a permanent global note representing the Notes of the relevant class (each a “Permanent Global Note” and together with each Temporary Global Note, the “Global Notes”), each in bearer form, without coupons or talons, which will also be deposited with the Common Depositary. Save in certain limited circumstances, Notes in definitive form will not be issued in exchange for the Global Notes. Interest on the Notes is payable by reference to successiveinterest periods (each an “Interest Period”). Interest will be payable quarterly in arrear in pounds sterling on 1st March, 1st June, 1st September and 1st December in each year (subject, to adjustment for non-business days) (each an “Interest Payment Date”). The first Interest Period will commence on (and include) the Closing Date and (subject in the caseof the Class Al Notes and the Class A2 Notes, to adjustment as specified herein for non-business days) end on (but exclude) 1st December, 1997. In the case of the Class Al Notes and the Class A2 Notes each successiveInterest Period will 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 A3 Notes and the Class B Notes, each successive Interest Period will commence on (and include) 1st March, 1st June, 1st September and 1st December and end on (and include) 3 1st May, 3 1st August, 30th November and 28th February (or, in the caseof a leap year, 29th February), respectively. Interest on the Class Al Notes and the Class A2 Notes for each Interest Period will accrue on their Principal Amount Outstanding (as defined in Class A Condition 5(e)) at an annual rate equal to the sum of the London Interbank Offered Rate (“LIBOR”) for three month sterling deposits plus, in relation to the Class Al Notes, a margin of0.65 per cent. per annum and, in relation to the Class A2 Notes, a margin of0.85 per cent. per annum up to but excluding the Interest Payment Date falling in September 2007 and, thereafter, a margin of 2.0 per cent. per annum. Interest on the Class A3 Notes will accrue on their Principal Amount Outstanding (as defined in Class A Condition 5(e)) at an annual rate of 7.95 per cent. and interest on the Class B Notes will accrue on their Principal Amount Outstanding (as defined in Class B Condition 5(e)) at an annual rate of 8.284 per cent., subject as further described below. The Class Al Notes will mature on the Interest Payment Date falling in June 2007, the Class A2 Notes will mature on the Interest Payment Date falling in March 2011, the Class A3 Notes will mature on the Interest Payment Date falling in September 2015 and the Class B Notes will mature on the Interest Payment Date falling in September 2017, in each case unless previously redeemed. The Notes will be subject to mandatory partial redemption and/or optional redemption in whole or in part before such date in the specific circumstances, and subject to the conditions, described in the terms and conditions of the Notes of each class (the “Class A Conditions” and the “Class B Conditions”, respectively) set out below in “Description of the Notes” provided always that except in the specific circumstances described below under “Transaction stlmmaly information - Terms and Conditions of the Notes” the Issuer may not optionally redeem any of the Class A2 Notes if any Class Al Notes are outstanding, any of the Class A3 Notes if any Class A2 Notes are outstanding or any of the Class B Notes if any of the Class A3 Notes are outstanding. If soy withhohliug or deduction for or on account of tax is applicable to the Notes, payments of interest on, and principal and premium (ii any) of, the Notes will be made subject to such witbhohliug or deduction, without the Issuer being obliged to pay any additional amounts as a consequence. The Notes will be obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person. It should be noted, in particular, that the Notes will not be obligations 0s and will not be guaranteed by, the Note Trustee, the Security Trustee, the Managers, the Cap Provider, the Liquidity Facility Providers, the Liquidity Facility Agent, the Fronting Bat& the Revolving Facility Providers, the Ancillary Facilities provider, the Financial Adviser, the Ageut Barth (each as referred to herein), Welcome Break Holdings Limited (“the Parent”) or Welcome Break Group Limited (“WBGL”) or auy company in the same group of companies as, or afRliated to, the Pareut (other than the Issuer itself), but the gross issue proceeds of the Notes will be on-lent to, and secured over the assets and undertahing of, WRGL and its subsidiaries, all as further described below. It is expected that the Class A Notes will, when issued, be assigned an A rating by Duff & Phelps Credit Rating Co. (“DCR”) and by Standard&Poor’s Rating Services, a division ofthe McGraw Hill Companies, Inc. (“S&P” and, together with DCR, the “RatingAgencies”). It is expected that the Class B Notes will, when issued, be assigned a BBB rating by S&P and DCR. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, mspeusion or withdrawal at any time by the assigning rating organisation. Particular attention is drawn to the section herein entided “Special tktors”.

Joint Lead Managers Bankers Trust International PLC Chase Manhattan International Limited Gx-LeadManager Barclays de Zoete Wedd Limited co-Mauagers NatWest Markets UBS Limited

The date of this Offering Circular is 5th August, 1997. Shops and forecourt services R The MSA at Birchanger Green The Issuer accepts responsibility for the information contained in this document. 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 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. No person is authorised in connection with the issue and sale of the 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 or any member of the WB Group (each as defined under “Business summary information” below) or the Managers (as defined in “Subscription and sale” below). Neither the delivery ofthis document nor any offer, sale, allotment or solicitation made in connection with the offering of the Notes 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 WB Group 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. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to any U.S. persons (as defined in “Subscription and sale” below). No action has been or will be taken to permit a public offering of the Notes or the distribution of this document in any jurisdiction. The distribution of this document and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this document (or any part hereof) falls are required by the Issuer and the Managers to inform themselves about, and to observe, any such restrictions. For a description of certain further restrictions on offers and sales of Notes and distribution of this document, see “Subscription and sale” below. Neither this document nor any part hereof constitutes an offer of, or an invitation by, or on behalf of, the Issuer or the Managers to subscribe for or purchase any of the Notes and neither this document, nor any part hereof, may be used for or iu 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 Notes may not be offered or sold, directly or indirectly, and neither this document nor any part thereof 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. References in this document to “J?‘, “pounds” or “sterling” are to the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland In connection with the distribution of the Class Al Notes, the Class A3 Notes and the Class B Notes, Bankers Trust International PLC (“BTI”) may over-allot or effect transactions which stab&e or maintain the market price of the Class Al Notes, the Class A3 Notes and the Class B Notes at a level which might not otherwise prevail. In connection with the distribution of the Class A2 Notes, Chase Manhattan International Limited (“CMIL”) may over-allot or effect transactions which stabilise or maintain the market price of the Class A2 Notes at a level which might not otherwise prevail. Such stabilising, if commenced, may be discontinued at any time.

TABLE OF CONTENTS

Page Business summary information ...... 3 Transaction summary information ...... 7 Snecial factors...... 15 Stmmary of principal documents ...... 22 Use of proceeds...... 39 The Issuer ...... 40 The Welcome Break Group ...... 43 The MSA industry...... 47 The Welcome Break Group’s business...... 51 Financial information ...... , ...... 54 Valuation report ...... 93 Description of the Notes ...... 98 Terms and Conditions of the Class A Notes ...... 100 Terms and Conditions of the Class B Notes ...... 118 United Kingdom taxation ...... 133 Subscription and sale ...... 135 General information...... , ...... 136

2 BUSINESS SUMMARY INFORMATION

YZefollowing information is a summary and is qualz$ed in its entirety E?yreference to the detailed information presented elsewherein this document.

The Welcome Break group of companies The Parent: Welcome Break Holdings Limited is a private limited liability company incorporated in England and Wales with registered number 3290817 (the “P arent”). The Parent is a company formed by Investcorp S.A., its affiliates and other international investors (Ynvestcorp”) and is the parent company of a group of companies further described below. WZ?GL:Welcome Break Group Limited is a private limited liability company incorporated in England and Wales with registered number 3 147949 (“WBGL” or the “Servicer”, as the context may require). WBGL is a wholly owned subsidiary of the Parent and is, with WBL and MSL, one of the principal operating subsidiaries of the Parent. K!X: Welcome Break Limited is a private limited liability company incorporated in England and Wales with registered number 1735476 (?VBL”). WBL is a wholly owned subsidiary ofWBGL. WBL is, with WBGL and MSL, one of the principal operating subsidiaries of the Parent. MSL: Motorway Services Limited is a private limited liability company incorporated in England and Wales with registered number 637019 (“MSL”). MSL is a subsidiary of WBL which owns 91.67 per cent. of its issued share capital, with the balance held by Texaco Limited. MSL is, with WBGL and WBL, one of the principal operating subsidiaries of the Parent. The m Group:For the purposes of this document, the “WB Group” means WBGL, WBL and MSL and any other Guarantor that subsequently provides guarantees and security to the Issuer to support the obligations of the Borrowers under the Issuer/WBG Facility Agreement (each as defined below), but does not include any of the assetsand undertaking ofWBGL, WBL or MSL which are held in partnership with others (such partnerships being hereafter referred to as ‘YV Entities”) and “WB Group Entity” means any entity comprised within the WB Group. ZYheBorrowers: For the purposes of this document, the “Borrowers” means each of WBGL, WBL and MSL who will, at the Closing Date, borrow under the term facilities made available by the Issuer under the Issuer/WBG Facility Agreement and who will have available to them the Revolving Facility and Ancillary Facilities (each asreferred to below) which are to be made available thereunder and “Borrowers” includes any other subsidiary ofWBGL which becomes a borrower under the terms of the Issuer/WBG Facility Agreement provided that a supplemental offering circular has been prepared in relation to such other subsidiaries. The Initial Guarantors: For the purposes of this document, the “Initial Guarantors” means WBGL, WBL and MSL, each of whom will guarantee the obligations of each of the other borrowers under the Issuer/WBG Facility Agreement and provide fixed and floating charges in favour of the Security Trustee pursuant to the WB Group Deed of Charge (as defined below). In this document, “Guarantors” means the Initial Guarantors and any other subsidiary of WBGL which subsequently provides guarantees and security to the Issuer to support the obligations of the Borrowers under the IssuedWBG Facility Agreement provided that a supplemental offering circular has been prepared in relation to such other subsidiaries.

The WI3 Group Business The WB Group is the second largest operator of motorway service areas (“MSAs”) in the United Kingdom and currently owns and/or operates a network of 2 1 MSAs (of which two are operated through JV Entities) and 17 associated travel lodges on major motorways throughout the United Kingdom. The WB Group has also acquired land at Thame Road, Wheatley, Oxfordshire on the M40 (the “Wheatley Site”) and is currently seeking detailed planning and other permissions to develop, build and operate a new MSA and travel lodge on this site. The most important MSAs in the WB Group MSA portfolio are the sites at Corley, Fleet, Membury, Warwick and Woodall. Each of these five MSAs contributed over &20 million in revenues for the twelve month period ended 28th September, 1996. For the twelve month period ended 28th September, 1996 the WB Group generated pro-forma revenues ofapproximately&343.6 million and had pro-forma EBITDA ofapproximately 535.6 million. For the eight month period ended 22nd May, 1997 the WB Group generated revenues of approximately f241 million and had an EBITDA of approximately 522 million (see further the information set out in the table “Summary historicalfinancial data” below). (See generally “Financial information” below).

Business operations The WB Group generates revenues from five business lines: (i) fuel and forecourt retailing, (ii) catering, (iii) retailing, (iv) accommodation and (v) games and other services. Fuelandforecourtretailsales: The WB Group has a total of 34 fuel stations in its 21 MSAs including one fuel station on each side ofthe motorway at 13 MSAs. All fuel stations are run by the WB Group under licensing or leasing arrangements with the relevant oil companies. Of the 34 fuel stations, 22 are currently operated under the Shell brand and 12 under the BP/Mobil brand. In addition, one or two pumps are operated at a number of sites under the Texaco brand name (as a second brand). All fuel stations have a convenience store which sells retail products for motor vehicles (such as oils and lubricants), packaged food, beverages, confectionery, magazines and other goods. The size of the store and the goods available vary from one fuel station to another.

Catering: In general, catering facilities are operated and managed by the WB Group. Historically, the WB Group has developed its own range of catering brands, but more recently it has entered into arrangements to include high street and other brands at its MSAs. The brands operated at the WB Group’s MSAs include: ne Granary - common to all the WB Group’s MSAs. It is a self service restaurant providing hot and cold food including special vegetarian meals, international and ethnic foods, a children’s menu and a large range of salads. The Granary is designed to manage high volumes efficiently. Julie’s Panty/Express - provides eat-in or take-away burgers and similar fast foods and hot and cold drinks. It is operated at eight MSAs. La Baguette - operated at five MSAs. It offers eat-in or take-away sandwiches and freshly baked baguettes with a variety of fillings. Kentucky Fried Chicken- operated on a franchise basis at three MSAs with a percentage of sales payable to the franchise owner. It offers eat-in or take-away fried chicken and other fast foods.

Little Chef- operated at 17 of the 21 MSAs. It provides a waitress service and offers hot and cold food and children’s menus. The WB Group has agreed with Granada Group PLC (L(Granada”) (subject to OFT approval) that it will rebrand these restaurants by 1st November, 1997. McDonald’s - operated at two MSAs (Fleet & Woodall). It offers eat-in or take-away hamburgers and hot and cold drinks. Ca$rePrim0 - a continental style cafe found at six MSAs. It has a small sales area selling a selection offreshly brewed coffee, pastries, cakes and biscuits. Sbarro - an Italian style eatery based upon a U.S. format providing pizza and pasta. It operates at five MSAs and is run on a franchise basis with a percentage of sales payable to the franchise owner. The new management has begun to review the existing branding arrangements and this review process is continuing. Retailing: All sites have a retail outlet which sells confectionery, newspapers, snacks, tobacco, gifts, magazines, music and other goods aimed towards motorists and travellers. ,’ AccommodationThe WB Group owns and operates Travelodges or Welcome Lodges at 16 of its MSAs, with two such lodges at the MSA at Warwick. Each lodge room is large enough to sleep three adults, a child under 12 and an infant. The lodges are booked directly through “Roomline”, a reservation system used by both the WB Group and Granada. The WB Group is permitted to use the “Travelodge” brand name until 6th September, 1997 and to use the “Roomline” reservation system until 6th March, 1998 whereupon the WB Group will implement its own reservation system and will rebrand the existing Travelodges. Games and other services: The WB Group has developed a “Game Zone” at 19 of its MSAs, providing a range of gaming machines and video games. In addition, the WB Group provides telephone and overnight/long stay parking facilities and, at some of its sites, banking facilities, tourist information and vehicle recovery services. A breakdown of the WB Group’s sales (excluding, for the avoidance of doubt, rents receivable of &8.4 million) and gross profit for the twelve months ended 28th September, 1996, on aproforma basis by segment, is shown in the table below:

Forecourts Catering Retail Lodges Other Sales('000) &222,800 66.4% f60,lOO 18.OQo f37,500 11.2% f&500 2.5% &6,400 1.9% GrossProfit (‘000) f11,400 13.3% f45,200 52.9Oio f14,OOO 16.5% &8,500 10.0% f6,300 7.3%

4 History and ownership Companies in the WB Group originally operated as a separate division of Forte Group Plc (((Forte”). Forte opened the first MSA in the United Kingdom in 1960. In 1988, the Welcome Break brand name was introduced to all Forte MSAs. In January 1996, Granada acquired Forte and, as a condition to the Office of Fair Trading (“OFT”) approving the purchase, Granada was required to agree to sell the 21 Welcome Break branded MSAs. Following a competitive auction process, the Parent (established specifically for the purpose by Investcorp) acquired the WB Group on 6th March, 1997. Investcorp is a leading investor in international leveraged acquisitions. Since its foundation in 1982, it has arranged approximately 60 acquisitions globally with a total value of approximately US$9 billion. These include names such as Carvel, Circle K, Saks Fifth Avenue, Gucci, Mondi, Prime Service, Tiffany and TLG (formerly named Thorn Lighting Group). At 31st December, 1996 total funds under management, including direct investments, corporate and real estate managed funds and discretionary accounts, were in excess of US$Z.O billion. Investcorp’s shares are listed on the official stock exchange of the State of Bahrain.

Operating strategy Following its acquisition, the WB Group is currently considering its operating strategy. Some of the measures it is considering include the implementation of a capital investment program and the improved utilisation of the available space at each site.

Investment considerations Market position: The WB Group is the second largest operator of MSAs in the United Kingdom and operates 21 MSAs (two of them through JV Entities). The “Welcome Break” brand has been used since 1988 and the Directors of the WB Group companies believe that it is a well established brand. Asset value: Jones Lang Wootton prepared a valuation of each of the WB Group’s 21 MSAs as at December 1996. The valuation was compiled on a going concern basis and provided an aggregatevaluation for the 21 MSAs (including the two operated through JV Entities) of g436.3 million (&455 million if the net present value of the Wheatley Site is included). The gross proceeds from the issue of the Notes on the Closing Date of 2321 million, based on this valuation, represent approximately 73.6 per cent. ofthe aggregateproperty value (or 70.6 per cent. assuming that the Wheatley Site is developed, as to which, see “Specialfactors- 7;Cewheatley Site”below). See also “Vahation Report” below. Cash flow: The WB Group has historically had stable, consistent and positive cashflows. Opportzmities to improve MSA sites: The WB Group is considering a number of initiatives to improve service, marketing, layout, branding and merchandising techniques to put the WB Group in a more competitive position within the industry. Management team:Michael Guthrie, formerly the Chief Executive Officer of Pavilion was recruited as the WB Group’s non-executive chairman at the time of the acquisition and will act as Chief Executive Officer until this role is filled. In addition, Nigel Patterson, formerly Commercial Director of Granada Hospitality Limited, has been recruited as Chief Operating Officer of the WB Group. The existing operating team has remained with the business following the acquisition of the WB Group by the Parent. Summary historical financial data The summary information for the financial years ended 3 IstJanuary, 1995 and 1996, for the twelve month period ended 28th September, 1996 and the eight month periods ended 23rd May, 1996 and 22nd May, 1997 set forth below, have been extracted and derived from the management accounts of Granada and Forte and the statutory accounts of the companies comprising the WB Group. The table is extracted from the information contained in “Financial information” below. Attention is drawn to the summary and explanatory notes to the section.

Financialyears ended Twelve month Eight month Eight month 3lstJanuay, period ended period ended oeriod ended (note 3) 28th September, 23rd May, 1 22nd May, 1995 1996 1996 1996 1997 PO00 &‘ooo ii?000 &‘ooo @OOO Unaudited Unaudited Unaudited pro-forma pro-forma pro-forma

Turnover - WBGL (note 1). n/a n/a 343,620 201,342 241,368 - WBL (note 2) . . 279,712 276,597 n/a n/a n/a EBITDA (note 4) - WBGL (note 1). n/a n/a 35,564 15,703 22,343 - WBL (note 2) . . 30,264 23,661 n/a n/a n/a Operating profit - WBGL (note 1). n/a n/a 32,209 13,460 20,209 - WBL (note 2) . . 26,874 20,673 n/a n/a n/a Profit before tax - WBGL (note 1). n/a n/a 31,760 12,502 19,670 - WBL (note 2) . . 27,238 20,998 n/a n/a n/a Net assets - WBGL (note 1). . . n/a n/a n/a n/a 468,751 - WBL (note 2) . . . . 249,147 244,381 n/a n/a n/a

1 Extracted from Part A of “Financial information” below. For the periods ended 28th September, 1996,23rd May, 1996 and 22nd May, 1997 the information is on a pro-forma combined basis asWBGLwas only incorporated inJanuary, 1996 and the net assetsofWBL and MSL and the remaining MSAs (with the exception of the two joint ventures ofwhich Ross Spur was transferred in December 1996 and Gretna Green is held on trust for WBGL, see page 21), previously owned by Forte (UK) Limited, were transferred in September 1996. Audited financial statements ofWBGL were filed on an entity basis for the period from its incorporation to 28th September, 1996 and extracts therefrom are presented in Section C of Part A of “Financial information” below.

2 Extracted from Part B of “Financialinformation” below. For the two financial years ended 31st January, 1996, the information is on a consolidated basis comnrisinr WBL and MSL. For these financial years, the financial information includes the results and assetsof five I ” trunk road sites that no longer form part of the Group. For the period ended 28th September, 1996 audited financial statements were filed on an entity basis. Extracts from each of these financial statements are presented in Part B of “Financial information” below. 3 Financial information has not been presented in the summary table above for MSL for the two financial years ended 31st January, 1996 since its net assetsand results are included in the consolidated financial information ofWBL for those years. However, extracts from the filed audited financial statements for MSL for those financial years and for the period ended 28th September, 1996 are presented in Part C of “Financial information” below. 4 EBITDA represents earnings before interest, tax, depreciation and amortisation. In the detailed financial information in the following pages, EBITDA is equivalent to gross trading profit.

6 i%efollowing information is a summary and is qualzfied in its entirety by referencesto the detailed information presentedelsewhere in this document.

Transaction overview Term F&Zities:The issue proceeds of the Notes will be applied by the Issuer in making term advances to the Borrowers of &321,000,000 in aggregate principal amount pursuant to the terms of a facility agreement to be entered into on the Closing Date between, inter alias, WBGL, WBL, MSL, the Parent, the Issuer, National Westminster Bank Plc (the “Ancillary Facilities Provider” and, together with the Issuer, the “Lenders”), the Agent Bank and the Security Trustee (the “Issuer/WBG Facility Agreement”). The term advances will be made pursuant to (i) a secured term loan facility in aggregate principal amount of &42,000,000 (the “Term Al Facility”), (ii) a secured term loan facility in aggregate principal amount of &85,000,000 (the “Term A2 Facility”), (iii) a secured term loan facility in aggregate principal amount of &127,000,000 (the “Term A3 Facility”) and (iv) a secured term loan facility in aggregateprincipal amount of &67,000,000 (the “Term B Facility”) (the “Term B Facility”, together with the Term Al Facility, the Term A2 Facility and the Term A3 Facility, the “Term Facilities”). The Term Facilities will be used by the Borrowers on the Closing Date to make intra-group loans to the Parent (the “Parent Loan”) on similar commercial terms to the Term Facilities to enable the Parent to repay its existing indebtedness.

Revolving Facility: Pursuant to the Issuer/WBG Facility Agreement, the Issuer will also grant to the Borrowers a revolving credit facility of an initial maximum aggregate principal amount of up to &45,000,000 (the “Revolving Facility”). The Revolving Facility will amortise in accordance with an amortisation schedule as more fully described under “Summary ofprincipaldocuments - Issuer/WBG Facility &reement”below and will be available to the Borrowers for general corporate purposes, including working capital purposes. Under the Revolving Facility, a Borrower may receive either a revolving cash advance or request a letter of credit to be issued pursuant to the Issuer Revolving Facility Agreement (as defined below) in return for providing the Issuer with a counter-indemnity in respect of the Issuer’s obligations to the issuing bank thereunder for any letter of credit so issued. Cash advances by the Issuer pursuant to the Revolving Facility will be funded by the Issuer itself making a drawing in the same aggregateprincipal amount under a facility (the %suer Revolving Facility”) made available to the Issuer pursuant to the terms of an agreement to be entered into on the Closing Date between, interalios, certain issuing banks (the “Revolving Facility Providers” as set out below under “i%e Parties - The Revolving Facility Providers”) the Issuer and the Security Trustee (the “Issuer Revolving Facility Agreement”).

AtlciZZ~ryF~ci&esilities:Inaddition, the Borrowers will also have available to them for a 7 year term (subject to renewal) certain overdraft, cash management and other ancillary facilities (the “Ancillary Facilities”) to be provided by the Ancillary Facilities Provider, subject to and in accordance with the terms of the Issuer/WBG Facility Agreement. Under the terms ofthe Issuer/WBG Facility Agreement, the Ancillary Facilities to be provided to the Borrowers will be for a maximum net aggregate principal amount of up to &10,000,000. The Ancillary Facilities Provider will be permitted to have account netting arrangements in respect of certain designated accounts maintained with it by each member of the WB Group. At no time may the aggregate debit balance in such designated bank accounts maintained by all WB Group members exceed &25,000,000.

Liqti&yFacility: On the Closing Date, the Issuer will enter into an agreement with the Liquidity Facility Providers, the Liquidity Facility Agent (each as defined below) and the Security Trustee (the “Liquidity Facility Agreement”) pursuant to which the Liquidity Facility Providers will agree to make available to the Issuer a committed facility for a 7 year term for, initially, up to a maximum aggregate amount of approximately &40,000,000 calculated as set out under “Szlmmary of principal documents - Liquidity Facility Agreement” (the “Liquidity Facility”). The Liquidity Facility will be available to the Issuer on an Interest Payment Date (as defined above) to meet certain of its payment obligations falling due on such date to the extent that it receives insufficient funds from the Borrowers pursuant to the Issuer/WBG Facility Agreement for that purpose (other than where such shortfall is due to a default by the Cap Provider of its obligations under the Hedging Agreement and the Caps).

SecUn’ty: The obligations of the Borrowers under the Issuer/WBG Facility Agreement will be guaranteed by each of the Guarantors and such obligations and guarantees will be secured in favour of the Security Trustee by fixed and floating charges over the property, undertaking and assetsof each Guarantor. Such security will include a first fixed mortgage (or, in Scotland, standard security) of, amongst other things, the freehold, heritable and leasehold interests of each Guarantor in all 19 of the MSAs which are owned directly by the WB Group and the Wheatley Site (together, the “WB Mortgaged Property”), all as further described below under “7h WelcomeBreak Group’s business”.The Security Trustee will hold the benefit of the security created in its favour pursuant to a deed of charge to be entered into on the Closing Date (the “WB Group Deed of Charge”) on trust for the benefit of itself, any receiver, the Ancillary Facilities Provider and the Issuer (together, the “WB Group Secured Parties”), subject to and in accordance with the terms thereof. The Issuer will, by way of first fixed security, grant an assignment by way of security of, inter alia, all of its right, title and interest in the Issuer/WBG Facility Agreement and the WB Group Deed of Charge in favour of the Security Trustee (together with other fixed and floating charges) for the benefit of, inter ah, the Noteholders (as defined in the Trust Deed), the Liquidity Facility Providers and the Revolving Facility Providers pursuant to a deed of charge to be entered into on the Closing Date between the Issuer, the Security Trustee, the Liquidity Facility Providers, the Revolving Facility Providers, the Liquidity Facility Agent, the Agent Bank, the Servicer, the Principal Paying Agent, the Luxembourg Paying Agent, the Financial Adviser and the Agent Bank (each as referred to herein) (the “Issuer Deed of Charge”). For a more detailed description of the provisions contained in the Issuer/WBG Facility Agreement, the Issuer Revolving Facility Agreement, the Liquidity Facility Agreement, the WB Group Deed of Charge and the Issuer Deed of Charge, see further ‘%mmary ofprincipal docwrzents”below.

The Parties TheIssuer: Welcome Break Finance PLC is a public limited company with limited liability incorporated in England and Wales with registered number 3402260 (the “Issuer”). The issued share capital ofthe Issuer comprises 50,000 ordinary shares of 21.00 each (ofwhich go.25 of each share has been paid up), ofwhich 49,999 shares are held by the Parent and one share is held by WBL, as nominee for the Parent. In certain circumstances the obligations of the Issuer may be assumed by another entity within the WB Group, as set out in “Substitution of Issuer” below.

The Note Trustee: The Note Trustee will be BT Trustees (Jersey) Limited of Kensington Chambers, 46-50 Kensington Place, St. Helier,JerseyJE4 8YP, Channel Islands. The Note Trustee will be appointed pursuant to a trust deed (the “Trust Deed”) to be entered into on the Closing Date between the Issuer and the Note Trustee to represent the interests of the holders of the Notes.

TheSecurity Tmstee:The Security Trustee will be Bankers Trustee Company Limited of 1 Appold Street, Broadgate, London EC2A 2HE. The Security Trustee will hold the security granted under the Issuer Deed of Charge on behalf of all the secured creditors of the Issuer and will be entitled to enforce the security granted in its favour under the WB Group Deed of Charge (as defined below). The Security Trustee will also act as security trustee pursuant to the WB Group Deed of Charge on behalf of the secured creditors of WBGL, WBL and MSL.

TheAncikEuyFaci&ies Provider:The Ancillary Facilities Provider will be such bank as may, from time to time, be acceptable to the WB Group and the Security Trustee and, on the Closing Date, will be National Westminster Bank Plc.

The Liquidity Facility Providers: The Liquidity Facility Providers will, on the Closing Date, only be The Chase Manhattan Bank acting through its London branch at 125 London Wall, London EC2Y 5AJ. It is expected, however, that after the Closing Date the Liquidity Facility Agent (Chase Manhattan International Limited) will arrange for syndication of the Liquidity Facility. It is a condition that each of the Liquidity Facility Providers must have a rating assigned for its unsecured, unsubordinated and unguaranteed long-term debt obligations of at least ‘A’ from S&P and DCR or such other long-term rating as is commensurate with the rating assigned to the Notes, from time to time).

~eRevolvingFacacilityProviders:The Revolving Facility Providers will be Bankers Trust Company acting through its London branch at 1 Appold Street, Broadgate, London EC2A 2HE and Barclays Bank PLC.

The Agent Bank: The Agent Bank will be Bankers Trust Company acting through its London branch at 1 Appold Street, Broadgate, London EC2A 2HE. The Agent Bank will provide cash management and investment services pursuant to the Servicing and Cash Management Agreement; Note and interest rate calculation services pursuant to the Agency Agreement, and facility agent services pursuant to the IssuerWBG Facility Agreement.

The Financial Adviser: The Financial Adviser will be Coopers & Lybrand of Plumtree Court, London EC4A 4HT.

The Cap Provider: The Cap Provider will be an entity with a rating assigned for its unsecured, unsubordinated and unguaranteed long-term debt obligations of at least AA - from one of the Rating Agencies.

8 fie m Group: To the extent required, members of the WB Group will be parties to certain of the transaction documents.

Terms and conditions of the Notes The Notes: The &42,000,000 Class Al Secured Floating Rate Notes due 2007, the &85,000,000 Class A2 Secured Floating Rate Notes due 2011, the &127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 and the &67,000,000 8.284 per cent. Class B Secured Notes due 2017 are to be issued on the Closing Date by the Issuer. Status, form and denomination: Each class of Notes will be constituted by the Trust Deed and each class ofNotes will be secured by the same security. The Class Al Notes, the Class A2 Notes and the Class A3 Notes will rankparipaxJ% in point of security and as to the payment of interest and principal. The obligations of the Issuer in respect of the Class A Notes will rankparipassu in point of security and as to payment of interest and principal with the obligations of the Issuer in respect of the Issuer Revolving Facility Agreement (as more fully described under “Summary ofprincipal documents - Issuer Revolving Facility Agreement” below) but in priority to the obligations of the Issuer in respect of the Class B Notes in point of security and as to payment of interest and principal. The Trust Deed contains provisions requiring the Note Trustee to have regard to the interests of the Class A Noteholders and the Class B Noteholders as if they formed a single class, but where there is, in,the Note Trustee’s opinion, a conflict between such interests, the Trust Deed requires the Note Trustee to have regard only to the interests of the Class A Noteholders. The Note Trustee shall assume, for the purposes of exercising any power, trust, authority, duty or discretions under or in relation to any ofthe Relevant Documents (as defined in the Trust Deed), that such exercise will not be materially prejudicial to the interests of the Noteholders if the Rating Agencies have confirmed that the current rating of the Notes would not be adversely affected by such exercise. The Trust Deed contains provisions limiting the powers of the Class B Noteholders, inter alia, to pass any Extraordinary Resolution (as defined in the Trust Deed) or to request or direct the Note Trustee to take any action which may affect the interests of the Class A Noteholders. The Notes will be obligations of the Issuer only. The Notes will not be obligations or responsibilities of, or guaranteed by, any person other than the Issuer. In particular, the Notes will not be obligations or responsibilities of, or guaranteed by, the Note Trustee, the Security Trustee, the Managers, the Financial Adviser, the Cap Provider, the Liquidity Facility Providers, the Liquidity Facility Agent, the Revolving Facility Providers, the Ancillary Facilities Provider or the Agent Bank (each as referred to herein), or by the Parent or the Borrowers or any company in the same group of companies as, or afhliated to, the Parent (other than the Issuer itself). The gross issue proceeds of the Notes will be on-lent to, and secured over the assets and undertaking of, WBGL and the other companies in the WB Group. Each class of Notes (which will be in denominations of &l,OOO,&lO,OOO and flOO,OOOeach, subject topro rata redemption ofNotes ofthe same class) will initially be represented by a single Temporary Global Note for that class. Interests in each Temporary Global Note will upon certification as to non-U.S. beneficial ownership be exchangeable, subject as provided below under “Description oftbe Notes”, for interests in a Permanent Global Note for that class upon the Exchange Date. The Permanent Global Notes of each class will not be exchangeable for definitive notes for that class save in certain limited circumstances (see further “Description of the Notes” below).

Interest: Interest on the Notes is 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 Class A Condition 5(e) and Class B Condition 5(e)) o f each class of Notes on 1st March, 1st June, 1st September and 1st December, (or, if such day is not a day (other than a Saturday or Sunday) on which banks are open for business in London (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 will commence on (and include) the Closing Date and (subject, in the caseofthe Class Al Notes and Class A2 Notes, for adjustment for non-business days) end on (but exclude) 1st December, 1997. In the case of the Class Al Notes and the Class A2 Notes, each successive Interest Period will 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 A3 Notes and the Class B Notes each successiveInterest Period will commence on (and include) 1st March, 1st June, 1st September and 1st December and end on (and include) 3 1st May, 3 1st August, 30th November or 28th February (or, in the case of a leap year, 29th February) respectively. Interest on the Class Al Notes and the Class A2 Notes for each Interest Period from the Closing Date

9 will accrue at an annual rate equal to the sum of LIBOR for three month sterling deposits (determined in accordance with Class A Condition 4(d)(“u) (or, in the caseof the first Interest Period, at an interpolation of LIBOR for three month sterling deposits) plus, in respect of the Class Al Notes, a margin of 0.65 per cent. per annum and in respect of the Class A2 Notes, a margin of 0.85 per cent. per annum, up to (but excluding) the Interest Payment Date falling in September 2007 and, thereafter, a margin of2.0 per cent. per annum. Interest on the Class A3 Notes will accrue at an annual rate of7.95 per cent. and interest on the Class B Notes will accrue at an annual rate of 8.284 per cent., payable in each caseon each Interest Payment Date subject, in the case ofthe Class B Notes, as provided below. The holders of the Class B Notes will only be entitled to receive payments of interest and principal on the Class B Notes on any Interest Payment Date to the extent that the Issuer has funds available for the purpose after making payment on such Interest Payment Date of any liabilities ranking in priority to the Class B Notes (including, inter a&a, all amounts payable on the relevant Interest Payment Date in respect ofthe Liquidity Facility and the Issuer Revolving Facility and all amounts of interest and principal payable on the relevant Interest Payment Date in respect ofthe Class A Notes), all as provided in the Class B Conditions and in the Issuer Deed of Charge and as described below in “Summary information - Priority ofpaymentsfor the Notes prior to enforcementof the IssuerDeedof Charge”. Any interest and/or principal on any Class B Note not paid on an Interest Payment Date will itself accrue interest and will be paid to the holder of such Class B Note 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) will be made subject to any applicable withholding or deduction for or on account of any tax and neither the Issuer nor the Paying Agents (as defined below) will be obliged to pay any additional amounts as a consequence. Final redemption: Unless previously redeemed in full, Notes will mature at their Principal Amount Outstanding in the caseof the Class Al Notes, on the Interest Payment Date falling in June 2007, in the caseof the Class A2 Notes, on the Interest Payment Date falling in March 2011, in the case of the Class A3 Notes, on the Interest Payment Date falling in September 2015 and, in the case of the Class B Notes, on the Interest Payment Date falling in September 2017, in each case, together with accrued interest thereon. Mandatory redemption: Prior to enforcement of the security for the Notes having occurred, the Class A Notes will be subject to mandatorypro rata redemption in part in quarterly instalments on each Interest Payment Date commencing, in the caseofthe Class Al Notes, on the Interest Payment Date falling in June 2004, in the case of the Class A2 Notes, on the Interest Payment Date falling in June 2007 and, in the case ofthe Class A3 Notes, on the Interest Payment Date falling in June 2011 in the amounts per &lO,OOOnominal amount ofeach Note set out in Class A Condition 5(b). Prior to enforcement of the security for the Notes, the Class B Notes will be subject to mandatorypro rata redemption in part in quarterly instalments on each Interest Payment Date commencing on the Interest Payment Date falling in December 2015 in the amounts per &lO,OOOnominal amount of each Note set out in Class B Condition 5(b) (subject always, in the case of the Class B Notes, to Class B Condition 5(i)). Optional redemption: The Notes will, in accordance with Class A Condition 5(c) or, as the case may be, Class B Condition 5(c), also be subject to redemption, at the option of the Issuer, in whole or in part, but in an aggregate amount of not less than &l,OOO,OOOon any Interest Payment Date on giving not more than 60 nor less than 30 days’ 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 Class A Condition 9 or Class B 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 the relevant class of Notes to be redeemed. The Issuer will, on exercising its option to redeem Notes under Class A Condition 5(c) or Class B Condition 5(c), as aforesaid, redeem Notes in the following order: (a) first, 30 p er cent. of the initial aggregate Principal Amount Outstanding (as defined in Class A Condition 5(e)) of Class Al Notes as at the Closing Date; (b) secondZy,30 per cent. of the initial aggregate Principal Amount Outstanding of Class A2 Notes as at the Closing Date; (4 thirdly, the remaining Principal Amount Outstanding of the Class Al Notes (including any further Class Al Notes); (d) fourthly, th e remaining Principal Amount Outstanding of the Class A2 Notes (including any further Class A2 Notes); (e) jfthly, pro rata, the Class A3 Notes; and (4 sixthly, pro rata, the Class B Notes.

10 Save as described in item (b) above, the Class A2 Notes may only be redeemed if, at that time, there are no Class Al Notes outstanding. The Class A3 Notes may only be redeemed if, at that time, there are no Class A2 Notes outstanding and the Class B Notes may only be redeemed if, at that time, there are no Class A3 Notes outstanding. Any Notes redeemed in accordance with Class A Condition 5(c) or, as the casemay be, Class B Condition 5(c) will be redeemed at the redemption amount relevant to their class as set out in Class A Condition 5(c) and Class B Condition 5(c) respectively together with, in the circumstances specified therein, a premium on redemption. Any amounts applied in redemption of Notes in such circumstances will be applied in the manner specified in Class A Condition 5(c) or, as the case may be, Class B Condition 5(c).

Redemption for taxation or other reasons: In the event of (i) certain tax changes affecting the Notes, including in the event that the Issuer is or will be obliged to make any withholding or deduction 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) or (ii) it becoming unlawful for the Issuer to make or to continue to make advances available to the WB Group pursuant to the Issuer/WBG Facility Agreement or (iii) certain tax changes affecting the amounts paid or to be paid to the Issuer under the Issuer/WBG Facility Agreement, including that a Borrower is obliged or will be obliged to make any withholding or deduction from payments in respect of the facilities made available thereunder by the Issuer, the Issuer may (but is not obliged to) redeem all (but not some only) of the Notes at their Principal Amount Outstanding together with accrued interest thereon up to and including the date of repayment. No single class of Notes may be redeemed in these circumstances unless all of the other classesof Notes (or such of them as are then outstanding) are also redeemed in full at the same time.

Rating: It is expected that the Class A Notes, when issued, will be assigned an A rating by Duff & Phelps Credit Rating Co. (“DCR”) and Standard&Poor’s Rating Services, a division ofthe McGraw Hill Companies, Inc. (“S&P” and, together with DCR, the “Rating Agencies”). It is expected that the Class B Notes, when issued, will be assigned a BBB rating by DCR and by S&P. 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, amongst other things, will depend on certain underlying characteristics of the WB Group business, from time to time.

Further issues: The Issuer will be entitled (but not obliged) at its option from time to time on any date, without the consent of the Noteholders, to raise further funds by the creation and issue of(i) further Class Al Notes (the “Further Class Al 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 shall be consolidated and form a single series and rankparipasszlwith, the Class Al Notes, (ii) further Class A2 Notes (the “Further Class A2 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 shall be consolidated and form a single series and rankpariparsu with, the Class A2 Notes, (iii) further Class A3 Notes (the “Further Class A3 Notes” and, together with the Further Class Al Notes and the Further Class A2 Notes, the “Further Class A 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 shall be consolidated and form a single series and rankparipasszl with the Class A3 Notes, and (iv) further Class B Notes (the “Further Class B Notes” and, together with the Further Class A 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 shall be consolidated and form a single series and rankparipasm with, the Class B Notes. It shall be a condition precedent to the issue of any Further Notes that (i) the aggregateprincipal amount ofall Further Notes to be issued on such date is not less than &25 million (ii) they are assigned the same ratings as are then applicable to the relevant class of Notes and (iii) the ratings of each class of the Notes at that time outstanding are not adversely affected by such issue.

Substitution of 1ssuer:The Note Trustee and the Security Trustee shall, without the consent of the Class A Noteholders or the Class B Noteholders, agree to the substitution of WBGL (or any other member of the WB Group) in place of the Issuer as principal debtor under the Trust Deed, the Agency Agreement, the Class A Notes and the Class B Notes upon satisfaction of certain conditions set out in Class A Condition 11(f) and Class B Condition 11(f) (including, without limitation, that the Class A Notes and the Class B Notes, if issued by the relevant member ofthe WB Group (and assuming that the Class B Notes rankedparipasszz with the Class A Notes) would be assigned a rating of ‘A’ or its equivalent by both of the Rating Agencies (or the Rating Agencies confirm to the Security Trustee that such debt obligations would be accorded an ‘A’ rating were they to be rated) and that the Liquidity Facility has been repaid and cancelled).

11 Listing: Application has been made to list the Notes on the Luxembourg Stock Exchange.

Purchases:The Issuer is not permitted to purchase Notes. The Borrowers may at any time during the life of the transaction purchase Notes. Any Notes so purchased shall be offered for cancellation to the Issuer for surrender against full discharge and satisfaction of an amount equal to the aggregate Principal Amount outstanding of the Purchased Notes under the Term Facilities.

Governing Law: English.

Security and application of funds Security for the iVotes:The Notes will be secured pursuant to the Issuer Deed of Charge by first ranking fixed security interests over, inter alia, (i) the Issuer’s rights against WBGL and each of the other Initial Guarantors under the Issuer/WBG Facility Agreement and the WB Group Deed of Charge (including the security trusts created thereunder), respectively, and under any guarantee accession deed and/or debenture entered into by any other Guarantor pursuant to the Issuer/WBG Facility Agreement and the WB Group Deed of Charge, respectively, (ii) the Issuer’s rights against the Agent Bank under the Servicing and Cash Management Agreement (as referred to below) and the Agency Agreement, (iii) the Issuer’s rights against the Liquidity Facility Providers and the Liquidity Facility Agent under the Liquidity Facility Agreement, (iv) the Issuer’s rights against the Cap Provider under the Hedging Agreement and Caps (as referred to below), (v) the Issuer’s rights against the Revolving Facility Providers under the Issuer Revolving Facility Agreement, (vi) the Issuer’s rights against the Financial Adviser under the Financial Advisory Services Agreement (as referred to below), (vii) the Issuer’s rights in respect of the bank account out of which all payments to Noteholders by the Issuer will be made (the “Issuer Transaction Account”), the Issuer Cash Collection Account (as defined below), being the bank account into which certain amounts paid to the Issuer and which are paid for the account of the Liquidity Facility Providers will be collected, the Liquidity Facility Reserve Account (as defined below), being the bank account into which, on the occurrence of certain events, amounts available to be drawn under the Liquidity Facility Agreement will be paid and the Revolving Facility ReserveAccount (as defined below), being the account into which, on the occurrence of certain events, amounts available to be drawn by the Issuer under the Issuer Revolving Facility Agreement will be paid, (viii) over certain eligible investments to be made from time to time by, or on behalf of, the Issuer, and (ix) the Issuer’s rights against the Principal Paying Agent and the Luxembourg Paying Agent under the Agency Agreement. The Notes will also be secured by a first floating charge over all the assets and undertaking of the Issuer not effectively charged by the first ranking fixed security interests referred to above (but extending over the whole of the Issuer’s Scottish assets and undertaking) (together, the “Issuer Security”). Certain other obligations of the Issuer (including the amounts owing to the Note Trustee, the Security Trustee and any receiver, to the Agent Bank under the Servicing and Cash Management Agreement and the Agency Agreement, to the Financial Adviser (as defined below) under the Financial Advisory Services Agreement, to the Liquidity Facility Providers and the Liquidity Facility Agent under the Liquidity Facility Agreement, to the Principal Paying Agent and the Luxembourg Paying Agent under the Agency Agreement and to the Revolving Facility Providers under the Issuer Revolving Facility Agreement) shall also be secured by the security interests referred to above. In certain circumstances and upon satisfaction of certain conditions more particularly described under “Summary ofprincipal documents- D/e Issuer/WBG Facility Agreement”, the WB Group is permitted to dispose of its assets and revenues including, without limitation, the MSAs and other permitted assets forming, from time to time, part of the WB Mortgaged Property (as defined below).

Priotity ofpayments for the Notes prior to enforcement of the Issuer Deed of Charge: Prior to the enforcement of the security under the Issuer Deed of Charge, amounts standing to the credit of the Issuer Transaction Account on each Interest Payment Date, which will comprise the sum of(i) all payments paid and received by the Issuer into the Issuer Transaction Account pursuant to the terms of the Issuer/WBG Facility Agreement on such Interest Payment Date, (ii) any other amounts due to be paid by any member ofthe WB Group and which are received by the Issuer into the Issuer Transaction Account pursuant to the terms of the Issuer/WBG Facility Agreement, (iii) the amounts, if any, payable by the Cap Provider to the Issuer under the Hedging Agreement and Caps on such Interest Payment Date and received by the Issuer on such Interest Payment Date, (iv) interest received on the Issuer Transaction Account and the Issuer Cash Collection Account, and amounts received from the proceeds ofcertain eligible investments by, or on behalf of, the Issuer and (v) the proceeds of any drawing made under the Liquidity Facility Agreement (but excluding, for the avoidance of doubt, any amounts paid by the Borrowers into the Issuer Cash Collection Account pursuant to the terms of the Issuer/WBG Facility Agreement, which moneys will be applied towards payment of all amounts owed by the Issuer to the Liquidity Facility Providers), will be applied by the Issuer as follows (in each case only if and to the extent that payments or provisions of a higher order of priority have been made in full):

12 (9 first, in or towards satisfaction,pro rata according to the respective amounts thereof, of (a) the fees or other remuneration and indemnity payments (if any) payable to the Security Trustee and any costs, charges, liabilities and expenses incurred by it under the provisions of the Issuer Deed of Charge, together with interest thereon as provided for therein, (b) the fees or other remuneration and indemnity payments (if any) payable to the Note Trustee and any costs, charges, liabilities and expenses incurred under the provisions of the Trust Deed, together with interest thereon as provided for therein, (c) the fees and expenses of any legal advisers, accountants and auditors appointed by the Issuer, (d) the fees and expenses of the Paying Agents and the Agent Bank incurred under the provisions of the Agency Agreement, in each case together with value added tax (if applicable) thereon and (e) amounts due to the Inland Revenue in respect of the Issuer’s liability to corporation tax (insofar as payment cannot be satisfied out of profits);

(ii) second&,in or towards satisfaction, pro rata to the respective amounts thereof, of (a) all amounts of agency fees due to the Liquidity Facility Agent under the Liquidity Facility Agreement and (b) (after application of all amounts in the Issuer Cash Collection Account and the Liquidity Facility Reserve Account (if any) for such purpose) all amounts of principal, interest, commitment fees and any Associated Percentage Costs (as defined in the Liquidity Facility Agreement) due or accrued due but unpaid to the Liquidity Facility Providers under the terms of the Liquidity Facility Agreement but, in the case of the Associated Percentage Costs only, up to a maximum aggregate amount of 0.20 per cent. per annum on the maximum aggregate amount available to be drawn under the Liquidity Facility;

(iii) thirdly, in or towards satisfaction, pro rata according to the respective amounts thereof, of (a) the fees, costs, expenses and liabilities (together withvalue added tax thereon (ifapplicable)) ofthe Agent Bank and of the Servicer incurred under the Servicing and Cash Management Agreement, and (b) the fees, costs, expenses and liabilities (together with value added tax thereon (if applicable)) of the Financial Adviser incurred under the provisions of the Financial Advisory Services Agreement;

(iv>fowthly, in or towards satisfaction, pro rata according to the respective amounts thereof, of (a) all amounts of interest due or accrued due but unpaid under the Class Al Notes and the Class Al Coupons (if any) relating thereto, (b) all amounts ofinterest due or accrued due but unpaid under the Class A2 Notes and the Class A2 Coupons (if any) relating thereto, (c) all amounts of interest due or accrued due but unpaid under the Class A3 Notes and the Class A3 Coupons (if any) relating thereto, and (d) all amounts of interest (but not default interest), commitment fees and any Associated Percentage Costs (as defined in the Issuer Revolving Facility Agreement) due or accrued due but unpaid under the Issuer Revolving Facility Agreement to the Revolving Facility Providers but, in the case ofthe Associated Percentage Costs only, up to a maximum aggregate amount of0.20 per cent. per annum on the maximum amount available to be drawn under the Issuer Revolving Facility;

(v) jiihly, in or towards satisfaction, pro rata according to the respective amounts thereof, of (a) all scheduled amounts of principal (if any) payable in respect of the Class Al Notes on that Interest Payment Date pursuant to Class A Condition 5(b) an d a11 amounts of principal in respect of the Class Al Notes redeemed on such Interest Payment Date in accordance with Class A Condition 5(c); (b) all scheduled amounts of principal (if any) payable in respect of the Class A2 Notes on that Interest Payment Date pursuant to Class A Condition 5(b) and all amounts of principal in respect of the Class A2 Notes redeemed on such Interest Payment Date in accordance with Class A Condition 5(c); (c) all scheduled amounts of principal (if any) payable in respect of the Class A3 Notes on that Interest Payment Date pursuant to Class A Condition 5(b) an d a11 amounts of principal in respect of the Class A3 Notes redeemed on such Interest Payment Date in accordance with Class A Condition 5(c); and (d) all amounts of principal (if any) falling due as a result of the amortisation of the Issuer Revolving Facility or accrued due but unpaid to the Revolving Facility Providers under the Issuer Revolving Facility Agreement;

(vi) sixthly, in or towards satisfaction of all amounts of interest due or accrued due but unpaid under the Class B Notes and the Class B Coupons (if any) relating thereto;

(vii) seventh&,in or towards satisfaction of (a) all scheduled amounts ofprincipal (if any) payable in respect of the Class B Notes on that Interest Payment Date pursuant to Class B Condition 5(b), and (b) all amounts of principal in respect of Class B Notes redeemed on such Interest Payment Date in accordance with Class B Condition 5(c);

13 (viii) eight&, in or towards satisfaction,pro rata to the respective amounts thereof, of(a) any other amounts, excluding any sums referred to in (ii) above, due under the Liquidity Facility Agreement to the Liquidity Facility Agent and/or the Liquidity Facility Providers and (b) any other amounts, excluding any sums referred to in (iv) and (v) above, due under the Issuer Revolving Facility Agreement to the Revolving Facility Providers (including, without limitation, to the Revolving Facility Provider which is the Fronting Bank; (ix) ninth&, in or towards satisfaction ofsums due or overdue to third parties under obligations incurred in the course of the Issuer’s business other than amounts paid under item (i) above; and (x) tent&, to the Parent by way of dividend. Payments may be made out of the Issuer Transaction Account other than on an Interest Payment Date only to be applied in satisfying a liability of the type described in items (i), (iv)(d), (v)(d) or (ix) above which is due on such date. To the extent that the Issuer’s funds on the relevant Interest Payment Date are insufficient to make payments under items (i) to (vii) (inclusive) above (whether before or after enforcement of the security under the WB Group Deed of Charge) the Issuer may make a drawing under the Liquidity Facility or, to the extent credited thereto, the Liquidity Facility Reserve Account (see further “Szlmmary ofprincipal doczlments- Liquidity Facility Agreement”below) (unless and to the extent that such shortfall is due to a default by the Cap Provider in respect of its obligations under the Hedging Agreement and the Caps) (see further “Special Factors - Hedging arrangements”). If on an Interest Payment Date moneys are standing to the credit of the Revolving Facility Reserve Account, such moneys shall not be available to be applied in meeting the Issuer’s obligations on that Interest Payment Date specified in items (i) to (ix) (inclusive) above. Such moneys may be only utilised by the Issuer in making available to a Borrower a cash advance subject to and in accordance with the terms of the Issuer Revolving Facility Agreement. To the extent that the Issuer’s funds on the relevant Interest Payment Date are sufficient to pay the amounts set out above, such amounts shall be paid to the persons entitled thereto or so applied on such Interest Payment Date and not accumulated in the Issuer. There is no intention to accumulate surpluses of any material amount in the Issuer. The order ofpriority of payments for the Notes upon enforcement of the Issuer Security under the Issuer’s Deed of Charge is described in “Summary ofprincipal documents- Issuer Deed of Charge” below.

Other facilities and enhancements for the Notes Hedging Agreement and Caps: The Issuer on the Closing Date will enter into an interest rate hedging agreement with the Cap Provider and the Security Trustee (the “Hedging Agreement”) to protect itself against any interest rate risk arising in respect of its three-month sterling floating rate interest obligations under the Class Al Notes, the Class A2 Notes and the Issuer Revolving Facility Agreement through a series of interest rate caps (each a “Cap”). Under the terms ofthe Hedging Agreement, in the event that LIBOR, for three-month sterling deposits (as determined in accordance with Class A Condition 4(d)(ii)) or LIBOR for sterling deposits as determined under the Issuer Revolving Facility Agreement) exceeds a specified rate (the “strike rate”) agreed with the Cap Provider in respect of a particular Cap, the Cap Provider will be required to make a payment equal to the difference between LIBOR (as so determined) and the strike rate calculated on the notional principal amount of the Cap for the relevant period. The Issuer will be required to ensure that Caps in respect of &25 million of the amount available to be drawn under the Issuer Revolving Facility Agreement are in place before being entitled to make a drawing thereunder. Any drawing in excess of 225 million will not have the benefit of any hedging arrangements. The Cap Provider will, on the Closing Date, have a rating assigned to its long-term, unguaranteed, unsubordinated and unsecured debt obligations of at least AA- (or its equivalent) by one of the Rating Agencies. See further in respect of the hedging arrangements of the Issuer, ‘Summa~l ofprincipal documents- Hedging Agreement”.

Servicingand Cash Management:Pursuant to the terms ofan agreement to be entered into on the Closing Date between the Issuer, WBGL, the Agent Bank and the Security Trustee, WBGL (as Servicer) will agree to provide the Issuer and the Security Trustee with certain notification and reporting services and the Agent Bank will agree to provide the Issuer and the Security Trustee with certain cash management services in relation to the moneys, from time to time, standing to the credit of the Issuer’s bank accounts. In return for the services provided, the Servicer and the Agent Bank will receive a fee payable quarterly in arrear. 14 SPECIAL FACTORS

TZefollowing is a summary of certain aspectsof theNotes about whichprospective Noteholders should beaware. Isis summary is not intended to be exhaustive and prospective Noteholders should also read the detailed information set out elsewherein this documentand reach their own views prior to making any investment decision.

The Issuer’s ability to meet its obligations under the Notes The Notes will be solely the obligations of the Issuer and will not be obligations or responsibilities of, or guaranteed by, any other entity. In particular, the Notes will not be obligations or responsibilities of, and will not be guaranteed by, the Note Trustee, the Security Trustee, the Managers, the Financial Adviser, the Cap Provider, the Liquidity Facility Providers, the Liquidity Facility Agent, the Revolving Facility Providers, the Ancillary Facilities Provider, the Agent Bank, the Parent or the Borrowers or any company in the same group of companies as, or affiliated to, the Parent (other than the Issuer itself). Furthermore, no such person other than the Issuer will accept any liability whatsoever to Noteholders in respect of any failure by the Issuer to pay any amount due under the Notes. The ability of the Issuer to meet its obligations under the Notes and the Issuer Revolving Facility will be dependent on (i) the receipt by it of funds from the Borrowers under the Issuer/WBG Facility Agreement, (ii) the receipt by it of funds, if demand is made, from the Guarantors under the joint and several guarantees contained in the Issuer/WBG Facility Agreement, (iii) the receipt by it of interest from the Issuer Transaction Account, the Issuer Cash Collection Account, the Revolving Facility Reserve Account and the Liquidity Facility Reserve Account or otherwise from certain eligible investments made by it or on its behalf and (iv) the receipt by it of funds from the Cap Provider under the Hedging Agreement and Caps. In addition, in the event that the Issuer is unable on any Interest Payment Date to pay in full items (i) to (vii) (inclusive) specified in “Transaction summap information - Priority ofpaymentsfor the Notes prior to enforcementof the Issuer Deed of Charge” above, the Issuer will have available to it (unless and to the extent that such shortfall is due to a default by the Cap Provider in respect of its obligations under the Hedging Agreements and the Caps and subject to satisfaction of the conditions for drawing) moneys available under the Liquidity Facility. Other than the foregoing, the Issuer will not have any other funds available to it to meet its obligations under the Notes and in respect of any payment ranking in priority to orparipassu with the Notes. The Liquidity Facility wi 11a 1 so b e available to the Issuer to repay to the Revolving Facility Providers any amounts of interest (other than default interest) and scheduled repayments of principal due on any Interest Payment Date which remain unpaid. To the extent that the Liquidity Facility is drawn for such purpose there will be a correspondingly reduced amount available under the Liquidity Facility to meet payments of interest and principal on the Notes. The obligation of each of the Borrowers and the obligation of each of the Guarantors (as joint and several guarantors) to make payments under the Issuer/WBG Facility Agreement is in each case a full recourse obligation and is not limited to the WB Mortgaged Property. Payments of interest on each class of the Class A Notes and on the Issuer Revolving Facility will rankpari passu between themselves and before payments of principal thereon. Payments of principal on each class of the Class A Notes and on the Issuer Revolving Facility will rankparipassu between themselves. Payments of principal and interest on the Class A Notes and the Issuer Revolving Facility will be made in priority to payments of principal and interest on the Class B Notes. Accordingly, the Class B Notes will provide credit enhancement and liquidity support for the Class A Notes and the Issuer Revolving Facility. If, upon redemption in whole of the Class B Notes or upon enforcement of the security for the Class B Notes, there are insufficient funds available after payment of all other claims ranking in priority to orparipassu with the Class B Notes to pay in full all outstanding principal and accrued interest (including any deferred shortfalls ofinterest and the interest accrued thereon) in respect ofthe Class B Notes (but so that interest in respect of the Class B Notes will always be paid before principal) then to the extent that such funds are insufficient, and notwithstanding any other provisions of the Class B Conditions, the Issuer’s liability to pay such accrued interest and outstanding principal shall be deferred until 30th June, 2022.

The WB Group’s ability to meet its obligations in respect of the Issuer/WBG Facility The WB Group’s ability to meet its obligations under the Issuer/WBG Facility Agreement will depend upon the performance of its business and its general financial obligations other than under the IssuerAVBG Facility Agreement. With regard to the other financial obligations of the WB Group, it should be noted that there is no restriction in the Issuer/WBG Facility Agreement on the amount or term of future financial indebtedness that the WB Group may incur provided that it is made on an unsecured basis.

15 The WB Group generates revenue almost entirely from its ownership and/or operations of 21 MSAs (two of which are operated through JV Entities). The principal business operations of the WB Group at each MSA comprise the supply of petrol and other fuels, the provision of retailing services, catering, the operation of travel lodge facilities and the provision of games and other services. These services are described in more detail under “l%e WelcomeBreak Group’s business”below. The principal risks which the WB Group faces in its business and in the ownership and/or operation of MSAs includes: Disruption to motorways: The WB Group’s business is dependent upon traffic flows. Consequently, matters which have an adverse effect on traffic flows may have an impact on the WB Group business. Examples of such matters include long-term road works and extreme weather conditions. Governmentpolicy: It is difficult to anticipate what the recently elected Government’s policy will be in respect to road traffic. If the Government were actively to pursue a policy aimed at reducing the volume of road traffic (for example, by introducing tolls or higher fuel and other taxes for motorists or by improving alternative means of transport such as railways) this could have a detrimental effect on the WB Group’s business. NewMSA sites: Since August 1992, the Government has allowed the private sector to take the initiative in identifying new MSA locations and independently seeking planning consent from local authorities. The minimum permitted distance between MSAs has been reduced from 30 miles to 15 miles. Accordingly, development of new MSAs near to the WB Group’s MSAs could have an adverse impact on the WB Group’s business as could other changes in the regulation of MSAs. Increasedcompetition:The WB Group’s business could also be affected by increased competition such as the development of new MSAs near to existing WB Group MSAs and the development of roadside diners. Existing contracts andfknchise agreements: Since the Parent only completed the acquisition of the WB Group on 6th March, 1997, it is still reviewing the WB Group’s existing franchise and other arrangements. Accordingly, no assurance can be given that the WB Group will continue to rely on any of its present arrangements. Petroleum agreements: The oil companies generally sub-lease the fuel stations from the WB Group for a period of up to 25 years (subject to the landlord’s right to determine earlier in the event of a breach of covenant) and, in turn, licence the operations back to the WB Group. These licensing arrangements with the oil companies are generally for fixed periods of approximately five years. Unless the relevant WB Group company is in breach of its licence, otherwise becomes insolvent or has a receiver appointed to it, the licensees are renewable for a further five years or such shorter term as commercially may be agreed. Licences and signage agreements: The WB Group relies on certain licences and signage agreements which were not transferred to an entity within the WB Group at the time of the acquisition of the relevant MSA from Granada. Other risks which the WB Group faces include: Operational costs: The performance of the business of the WB Group depends on its ability to control costs, ofwhich a significant proportion is employment costs. It is possible that future social legislation, including the possible imposition of a statutory minimum wage, may increase the level of, or introduce more rigidity into, employment costs. Premium pricing for f&el: The price charged for fuel at MSAs is set by the oil companies. If the oil companies were to decide to charge higher prices for fuel at MSAs then this could discourage motorists from breaking their journeys by refuelling at MSAs. Since motorists tend to use other facilities (such as the catering facilities) when refuelling this could have a significant impact on the WB Group business. Material contracts and other arrangements No specific security interest will be granted by the WB Group companies over its Material Contracts (being the contracts and arrangements with the petrol companies or the signage agreements more particularly described in “i?e WelcomeBreak Group’s business”below) and other contracts or licences with franchisees. The majority of such contracts and arrangements are expressed to be non-assignable without the prior consent of the other party. The Security Trustee will, however, have the benefit of a security interest over the receivables payable under such contracts which will be expressed to be a first fixed security interest but which may take effect as a floating charge (or, in the case of those governed by Scats law, a first floating charge) together with a floating charge over the proceeds of the receivables when received in the bank accounts of each relevant WB Group member. A floating charge will rank behind the claims of certain preferential and other creditors. The Issuer will also have the benefit of a first floating charge over all the assets,property and undertaking of each WB Group member which are not effectively charged by way of fixed security and which will include the contracts and arrangements entered into with the petrol companies and contracts or licences with franchisees (and will extend over all of each WB Group Entity’s Scottish assets).

16 In view of the fact that the security interests over the receivables payable under the Material Contracts and other arrangements referred to above may only take effect as floating charges and, accordingly, rank behind certain creditors who are preferred by law, the Issuer will be entitled to draw moneys (subject to satisfaction of the conditions for drawing) under the Liquidity Facility (or, if a standby drawing has been made, the Liquidity Facility Reserve Account) to meet its obligations under the Notes. The aggregate amount available to be drawn under the Liquidity Facility by the Issuer has been determined, based on reasonable estimates, as providing the Issuer with sufficient funds to enable the Security Trustee, following an event of default under the Issuer/WBG Facility Agreement and the enforcement of security, time to appoint a receiver in respect of the WB Group companies and for payments to be resumed under the Issuer/WBG Facility Agreement without there being an Event of Default under the Notes. No assurance can be given, however, that the aggregate amount available to the Issuer under the Liquidity Facility will be sufficient for these purposes or that an Event ofDefault under the Notes will not arise following the appointment of a receiver to any company in the WB Group.

Termination of contracts It should be noted that many of the contracts and arrangements entered into by the WB Group provide that in the event of an insolvency or winding-up of or appointment of an administrator or administrative receiver to the relevant WB Group member the contracts or arrangements may be terminated by the other party. However, save in respect ofthe leasehold of one MSA and the petrol forecourt at two other MSAs (as to which we refer you to “Specialfactors - 7;k/eWB Mortgdgd Property” below), the interests of the WB Group (excluding the licensing and similar arrangements in the fuel forecourts) in the WB Mortgaged Properties (as comprised at the Closing Date) will not terminate in such circumstances. Consequently, the risk of termination of such contracts should be weighed against the following (i) the fact that WB Group’s interest in the WB Mortgaged Properties (save as referred to above) will not terminate on an insolvency or receivership of any member of the WB Group, (ii) the general location of the WB Mortgaged Properties, (iii) the WB Group’s market position, (iv) the limited number of alternative motorway service areasand (v) due to the potential costs to contracting counterparties in terminating or not renewing their contracts, the WB Mortgaged Properties are expected to continue to be considered an attractive location to certain petrol companies, franchisees, lesseesand licensees.

Mortgagee in possession liability The Issuer or the Security Trustee (but only if the Security Trustee has taken enforcement action against the Issuer) may be deemed to be a mortgagee or (in the case of the Scottish properties) heritable creditor in possession if there is physical entry into possession of any WB Mortgaged Property or an act of control or influence which may amount to possession. 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 respect of the appointment of an administrative receiver, the Security Trustee has the absolute discretion, at any time, to refrain from taking any action under the Relevant Documents (as defined in Class A Condition 2(d)), including becoming a mortgagee or heritable creditor in possession in respect of a WB Mortgaged Property unless it is satisfied at that time that it is adequately indemnified. Under the terms of the Issuer Deed of Charge, the Security Trustee ranks first in point of priority of payments, both prior to and following service of an Issuer Enforcement Notice, in respect of payment of any amounts owed to it under its indemnity.

Environmental risks If an environmental liability arises in relation to any WB Mortgaged Property and it is not remedied, or is not capable of being remedied, this may result in that WB Mortgaged Property either being sold at a reduced sale price or becoming unsellable. Each of the respective Borrowers will provide warranties at the Closing Date in relation to the Security Trustee, the Issuer and the Ancillary Facilities Provider in the Issuer/WBG Facility Agreement in relation to its compliance with all environmental laws and approvals (see further “Szlmmary of principal douments - Issuer/WBG Facility Agreement’?. It will be an event of default under the IssuerWBG Facility Agreement if there is a breach by the Initial Borrower or the Initial Guarantors of any of the environmental representations and warranties contained in the Issuer/WBG Facility Agreement unless the circumstances giving rise to the breach are capable of remedy and are remedied within 30 days and provided that the Security Trustee, in its absolute discretion, determines that the breach has or will have a material adverse effect, interalia, on the assets(as a whole), business or financial condition of the WB Group as a whole.

17 It is widely recognised by the petrol filling station industry that, particularly in relation to old sites, there are risks of underground storage tanks leaking and causing pollution of soil and groundwater. The possibility that this may have occurred at a number of the WB Group MSAs cannot therefore be entirely ruled out. In addition, due to the nature and age of many of the buildings at the WB Group’s MSAs, some contain asbestos, for example, in boiler houses. The Directors ofthe WB Group companies believe that there is currently no requirement to remove this asbestos provided that it does not deteriorate.

The WB Mortgaged Property The WB Mortgaged Property, comprising both freehold, heritable and leasehold property, will form part ofthe security given for the term, revolving and ancillary facilities to be made available to the WB Group pursuant to the Issuer/WBG Facility Agreement. Certificates of title, addressed inter alias to the Security Trustee, will be given for the WB Mortgaged Properties and other MSA properties in which the WB Group has a direct or indirect interest (the “Certificates of Title”).

The Certificates of Title disclose, amongst other things, that the lease at one MSA petrol forecourt incorporates a right for the landlord to re-enter on the insolvency (including receivership) ofWBL. The Managers have received the benefit of Counsel’s opinion to the effect that if the landlord were to seek to forfeit the lease in the event of the relevant WB Group company’s insolvency, a mortgagee would be very likely to succeed in an application for a new lease to be granted to it by way of relief from forfeiture, provided it could show that arrangements could be put in place for the running of the petrol service station.

The lease of one MSA and the petrol forecourt lease at another MSA also incorporate the right for the landlord to terminate on the insolvency of the relevant WB Group company. These leases reserve a substantive rent, and the right for the landlord to terminate the leasesin the event of insolvency is not therefore considered unusual. For the same reasons as are specified above, it is believed an application by the mortgagee for relief from forfeiture would be successful, provided that it could show arrangements could be put in place for the running of the premises.

All the MSAs are subject to covenants contained either in the lease or, in the case of freeholds, in an estate rent charge requiring the relevant WB Group company to provide a minimum level of services at the MSA. Similar covenants are contained in the signage agreements with the Secretary of State for Transport. In the event of a breach of any such covenant, there is a right for the Secretary of State to re-enter the relevant MSA to procure a remedy for the relevant breach.

Under the terms of the Issuer/WBG Facility Agreement the WB Group may lease or licence any WB Mortgaged Property provided that such lease or licence is granted in the ordinary course of business and for a term not exceeding 25 years. On an enforcement of the security under the WB Group Deed of Charge, any administrative receiver appointed by the Security Trustee will be entitled to dispose of the WB Mortgaged Property subject to the rights of and the terms set out in (however adverse such terms may be) the then existing leases and licences. Each member of the WB Group has covenanted to the Security Trustee to maintain its business and undertake all acts and things as may be reasonably required to ensure that its business is operated and continues to be operated as a going concern and to keep each MSA (or any Permitted Business) in good operational order (save where an MSA or a Permitted Business has, in its reasonable opinion, ceased to be commercially or financially viable).

Insurance The Borrowers will warrant that each WB Mortgaged Property which they respectively own is either covered by buildings insurance maintained by them or another person with an interest in the relevant property in an amount at least equal to their respective full replacement value (as determined in accordance with commercial property market practice generally). At the Closing Date, the Security Trustee’s interest will be noted on each policy and will be included by the relevant insurers under a “general interest noted” provision in the relevant policy. The Borrowers will also warrant that at the Closing Date such buildings insurance will cover those risks usually covered by a reasonably prudent owner of commercial property of the same nature as the WB Mortgaged Properties in comparable locations.

The Borrowers will also warrant that each WB Mortgaged Property is covered by an aggregate 18 month period business interruption insurance and that each of the Borrowers is the named insured under a group employers’ liability insurance policy in the amount of &25,OOO,OOOand public and products liability (including in

18 respect of any accidental and unforeseen environmental damage or liability) in the amount of &15,000,000 provided that the limit of liability is f15,000,000 in respect of certain claims relating to bodily injury, loss or damage. Each of the Borrowers will also warrant that save as described below, the group policy and any’additional insurance policy covers such other risks usually covered by a reasonably prudent owner and operator of motorway service areas and petrol forecourts in the United Kingdom and the Channel Islands.

In line with general industry practice for owners and/or operators of petrol forecourts, the WB Group does not carry any insurance to protect itself against the risk of liabilities arising from the gradual seepageof fuel from tanks underneath the petrol forecourts.

The interests of the Borrowers in the insurances referred to above will be charged to the Security Trustee for the benefit of, inter alias, the Issuer pursuant to the WB Group Deed of Charge. The Issuer will in turn charge its interest to the Security Trustee for the benefit of, inter akos, Noteholders pursuant to the Issuer Deed of Charge.

Reports and valuations As part of the acquisition process for the WB Mortgaged Property, the Parent obtained for each WB Mortgaged Property reports relating to, inter alia, environmental issues and insurance in respect of the WB Group (the “Reports”). Each of the environmental and insurance reports will on the Closing Date be readdressed to the Issuer and the Security Trustee who may accordingly rely upon them by reference to the facts and circumstances existing at the time the Reports were given. Other than in respect ofthe Certificates ofTitle and the valuation letter dated 5th August, 1997 set out in “Vabation report”below, no new reports have been prepared specifically for the purpose of this document or the transactions contemplated hereunder and none of the Issuer, the Managers, the Security Trustee or the Note Trustee have made any independent investigation of any ofthe matters stated therein save as disclosed in this document.

WB Group cash management arrangements The Ancillary Facilities Provider will continue after the Closing Date to provide money transmission, bank and deposit account arrangements and cash management services to members of the WB Group. The Ancillary Facilities Provider will be permitted, at any time prior to enforcement of the security created under the WB Group Deed of Charge, to exercise rights of set off and banker’s liens under its standard terms for netting accounts provided that at no time may the gross debit balances on all accounts maintained with it by the WB Group exceed &25,000,000 (which amount may be increased, from time to time, provided that confirmation is received from the Rating Agencies that the then current rating of the Notes will not be adversely affected thereby).

The Ancillary Facilities Provider will be a secured creditor of the WB Group, pursuant to the WB Group Deed of Charge, and will rank ahead in point of security to the payments due to be made by WBGL to the Issuer for up to a maximum aggregate amount of f10,000,000 plus accrued interest and fees of up to a maximum aggregate amount of f2,000,000.

Priority of Liquidity Facility Providers Pursuant to the terms of the Liquidity Facility Agreement, the Liquidity Facility Providers will provide a committed facility for drawings to be made in circumstances where any of the items specified in (i) to (vii) of “Transaction summary information - Priority ofpayments on the Notes prior to enforcementof the Issuer Deed of Charge” cannot be paid in a timely fashion by the Issuer (unless such non-payment is due to a default by the Cap Provider of its obligation under the Hedging Agreement and the Caps).

The Liquidity Facility Providers will be secured creditors of the Issuer pursuant to the Issuer Deed of Charge. All amounts of interest, principal, commitment fees and Associated Percentage Costs (as defined in the Liquidity Facility Agreement) (but, in the case of Associated Percentage Costs 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) will be paid ahead of the payment of interest and principal on the Notes and the Issuer Revolving Facility. In addition, for so long as there are any amounts outstanding or available to be drawn under the Liquidity Facility, the prior written consent of the Liquidity Facility Agent (such consent not to be unreasonably withheld or delayed) will be required in certain circumstances in the event of a variation, amendment or waiver of a Relevant Document.

19 The Note Trustee and the Security Trustee The Trust Deed: The Trust Deed contains provisions requiring the Note Trustee to have regard to the interests of the Class A Noteholders and Class B Noteholders as regards all powers, trusts, authorities, duties and directions 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, 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. Issuer Deed of Charge:The Issuer Deed of Charge contains provisions requiring the 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 Security Trustee (except where expressly provided otherwise), but requiring the Security Trustee in any such case to have regard only (except where specifically provided otherwise) to: (a) (for so long as there are any Class A Notes outstanding or any amounts drawn or available to be drawn under the Revolving Facility) the interests of Class A Noteholders and the Revolving Facility Providers if, in the Security Trustee’s opinion, there is a conflict between the interests of(i) the Class A Noteholders and the Revolving Facility Providers and (ii) the Liquidity Facility Providers, the Class B Noteholders and any other Issuer Secured Creditors (or any of them), save that, for as long as there are any amounts outstanding or available to be drawn under the Liquidity Facility, (i) the Liquidity Facility Agent’s prior written consent (such consent not to be unreasonably withheld or delayed) will be required in certain circumstances in the event of a variation, amendment or waiver of a Relevant Document and (ii) the Security Trustee will not be bound to take any proceedings against the Issuer unless (in accordance with Class A Condition 10 or Class B Condition 10) it has been so directed by two authorised officers of the Liquidity Facility Agent; (b) (for so long as there are any amounts drawn or available to be drawn under the Liquidity Facility) the interests of the Liquidity Facility Providers if, in the Security Trustee’s opinion, there is a conflict between the interests of(i) the Liquidity Facility Providers and (ii) the Class B Noteholders and the other Issuer Secured Creditors (or any of them) (other than the Class A Noteholders and the Revolving Facility Providers and subject as provided in sub-paragraph (a) above); and

(4 thereafter, to the person appearing highest in the order of priority of payments to whom any amounts are owed at such time. The WB Group Deed of Charge: The WB Group Deed of Charge contains provisions requiring the Security Trustee (in its capacity as security trustee for the creditors secured thereby) to have regard to the interests of the Ancillary Facilities Provider and the Issuer as regards all powers, trusts, authorities, duties and discretions of the Security Trustee (except where expressly provided otherwise), but requiring the Security Trustee in any such case to have regard only to (for as long as there are any amounts outstanding under the Issuer/WBG Facility Agreement) the interests of the Issuer if, in the Security Trustee’s opinion, there is a conflict between the interests of the Issuer and the interests of the Ancillary Facilities Provider save that, for so long as there are any amounts outstanding or available to be drawn under the Liquidity Facility, the Liquidity Facility Agent’s prior written consent will be required in certain circumstances as described above. In a number of circumstances set out in the Relevant Documents, the Security Trustee is given a right to take any action or to omit to take any action where it determines that a particular matter is or is not materially prejudicial to the interests of Noteholders and/or the other Issuer Secured Creditors. In determining whether any matter is or is not materially prejudicial to the interests of Noteholders and/or the other Issuer Secured Creditors the Security Trustee shall have regard to the effect that such matter will have on the then current rating of the Notes and if the matter shall not adversely affect such rating then the Security Trustee shall be required to assume that the matter will not be materially prejudicial to the interests of Noteholders and/or the other Issuer Secured Creditors.

Hedging arrangements The rates of interest payable by the Issuer in respect of the Class Al Notes, the Class A2 Notes will be determined by reference to LIBOR for three month sterling deposits and in respect ofthe Issuer Revolving Facility will be determined by reference to LIBOR for one, two, three, six, nine or twelve month sterling deposits. Under the terms of the Issuer/WBG Facility Agreement, the Borrowers are obliged to pay interest in respect of the Term Al Facility and the Term AZ Facility, as the case may be, by reference to LIBOR for three month sterling deposits and in respect of the Revolving Facility by reference to LIBOR for one, two, three, six, nine or twelve month sterling deposits. If LIBOR for three month sterling deposits should exceed the relevant strike rates on any given Interest Payment Date, the Cap Provider will be obliged to pay to the Issuer a sum equal to the amount by which

20 LIBOR for three month sterling deposits exceeds the relevant strike rates calculated on the notional principal amount of the Caps and the obligations of the Borrowers in respect of amounts due under the Term Al Facility and the Term A2 Facility will be reduced by the amount received or due to be received from the Cap Provider. In relation to the Issuer Revolving Facility Agreement, only 225 million of the amount available to be drawn thereunder will be the subject of a Cap. Any additional amounts (which may, initially be up to approximately &20 million) will be unhedged. The obligations of the Borrowers under the Revolving Facility and of the Issuer under the Issuer Revolving Facility Agreement are to pay the uncapped amounts. The Cap Provider at the Closing Date will have a rating in respect of its long-term unsecured, unsubordinated and unguaranteed debt obligations ofAA- (or its equivalent) from one of the Rating Agencies. If the credit rating assigned by a Rating Agency in respect of the long-term debt obligation of the Cap Provider at any time after the Closing Date falls below AA- (or its equivalent), there will be no obligation on the Issuer, the WB Group, the Cap Provider or the Security Trustee to secure an alternative Cap Provider or a guarantor in respect of the Cap Provider’s obligations having a long-term credit rating of at least AA- (or its equivalent). In such circumstances, if the Cap Provider is downgraded below A by a Rating Agency, there may be a downgrading of the Notes. In addition, if at any time there is a payment default by the Cap Provider under the Caps there will be no obligation on the WB Group to make good any shortfall that the Issuer will have in respect of its interest payment obligations under the Class Al Notes, the Class A2 Notes and the Issuer Revolving Facility. The Liquidity Facility will not be available to be drawn by the Issuer in these circumstances and there will be an Event of Default in respect of the Notes and the Issuer Revolving Facility and there is no corresponding event of default or right to accelerate the Issuer/WBG Facility Agreement in these circumstances. To the extent that at any time a Cap is terminated and termination sums are paid to the Issuer, such sums will be applied on the next succeeding Interest Payment Date in accordance with the order of priority of payments specified in “Transaction szlmmay information -priority ofpayments prior to enforcementof the her Deed of Charge”.

The Wheatley Site The WB Group owns the freehold of the Wheatley Site. The site has the benefit of an outline planning permission and an agreement pursuant to section 278 of the Highways Act 1980 for accessto the M40 motorway. The development remains subject to detailed planning consents and side road orders under the Highways Act 1980 (and the Secretary of State is under an obligation to use best endeavours to obtain such orders). Such consents and orders may be subject to conditions which may impact upon the operation and potential profitability of the site. Under the terms of the agreement by which the Parent acquired the issued share capital of WBGL from Granada, the Wheatley Site may be transferred and conveyed back to Granada after the payment by Granada to the Parent of an amount agreed at the time of purchase of the Wheatley Site if certain consents are not obtained by 6th March, 1998.

The MSA situated at Gretna Green Following the acquisition ofWBGL, the partnership interest of Forte (UK) Limited in the MSA situated at Gretna Green has not yet been transferred to the WB Group. Under the sale and purchase agreement between Granada, Forte and the Parent, the partnership interest in the MSA at Gretna Green is held on trust by Granada for WBGL. It is intended that the partnership interest including the interest in the MSA at Gretna Green will be transferred within 9 months from 6th March, 1997 (being the date of completion of the acquisition). If no such transfer has occurred by this date, Granada are obliged to pay the Parent the sum of&14,300,000 and the title of the MSA at Gretna Green will remain with Granada.

21 SUMMARY OF PRINCIPAL DOCUMENTS

Thefollowing is a summary of certainprovisions of thefinancial documentsrelating to the transaction and is quaI@edin its entirety by referenceto the detailed provisions of the relevant documents. Capitalised terms not otherwise defined in this summary shall have the meaning given to them in the Master Definitions and Construction Schedule.

IssuedWBG Facility Agreement Under the terms of the Issuer/WBG Facility Agreement, the Issuer and, in respect of the Ancillary Facilities, the Ancillary Facilities Provider (together the “Lenders”) will agreeto advance on the Closing Date to the Borrowers, the facilities, as described below.

T6e Facilities: The Issuer/WBG Facility Agreement will provide that, subject to satisfying certain conditions precedent, the following facilities will be made available: (a) to WBGL, a term loan facility in an aggregate principal amount of &42,000,000, which matches the aggregate principal amount outstanding on the Closing Date of the Class Al Notes (the “Term Al Facility”); (b) to WBGL, a term loan facility in an aggregate principal amount of &85,000,000, which matches the aggregate principal amount outstanding on the Closing Date of the Class A2 Notes (the “Term A2 Facility”); (c) to WBGL, a term loan facility in an aggregate principal amount of &127,000,000, which matches the aggregate principal amount outstanding on the Closing Date of the Class A3 Notes (the “Term A3 Facility”); (d) to WBGL, WBL and MSL, a term loan facility in an aggregate principal amount of &67,000,000, (of which, &15,000,000 will be made available to WBGL, &47,000,000 will be made available to WBL and &5,000,000 will be made available to MSL) which matches the aggregate principal amount outstanding on the Closing Date of the Class B Notes (the “Term B Facility” and, together with the Term Al Facility, the Term A2 Facility and the Term A3 Facility, the “Term Facilities); (e) to the Borrowers, a revolving loan facility in an initial aggregate principal amount of up to f45,000,000, which matches the amount available to be borrowed under the Issuer Revolving Facility Agreement, available for utilisation by way of cash advances or the issue of letters of credit (the “Revolving Facility”); and (f) to the Borrowers, ancillary facilities in the form of, inter alia, overdrafts, guarantees, bonds, letters of credit or short-term loans for a maximum net aggregate principal amount of up to &10,000,000 (the “Ancillary Facilities”). The Issuer/WBG Facility Agreement will provide that WBGL may also at any time by written notice request a further term facility having a minimum aggregate principal amount of at least &25,000,000 (a “Further Term Facility”). A Further Term Facility will be financed by the issue of Further Notes and may only be used to finance the acquisition by a WB Group member of a Permitted Business (as defined below) or to be used for the purposes of a Permitted Development (as defined below). It will be a condition precedent to any such Further Term Facility being granted that: (a) the Rating Agencies confirm that there will not, as a result of the Issuer issuing any Further Notes for the purpose of financing the Further Term Facility, be a downgrading of the then current rating of any class of Notes then outstanding; and (b) a first fixed mortgage (or, in Scotland, a standard security and in the Channel Islands, an equivalent security interest) and other relevant security interests over any newly acquired Permitted Business be given in favour of the Security Trustee (for the benefit of all of the WB Group Secured Parties (as defined below)) at the relevant drawdown date. For these purposes: “Permitted Business” means the owning and/or operating of a site in the United Kingdom and the Channel Islands at or in close proximity to (i) any motorway, primary road, railway station, port, airport or other location used for the purpose of travel and/or (ii) tourist attraction, from which catering, retailing, lodging and other incidental services are to be supplied to those travelling or visiting such sites or attractions, as the case may be; and

22 “Permitted Development” means any activity involving capital expenditure, granting ofpermissions, consents, licences or property interests or entry into of other arrangements in respect of or for the purpose of the development, enhancement or improvement of a WB Mortgaged Property or a Permitted Business (and which shall include, for the avoidance of doubt, the development of the MSA at the Wheatley Site and any other land acquired or leased or licenced by a member of the Group for the purpose of developing or creating a Permitted Business thereon).

Use ofProceeds: The Term Facilities will be utilised by the Borrowers to make intra-group loans available to the Parent for the purposes of enabling the Parent to refinance its existing indebtedness. The Revolving Facility and the Ancillary Facilities will be utilised by the Borrowers for general corporate purposes including for general working capital requirements.

Conditions Precedent: It will be a condition precedent to the Issuer making any of the facilities (other than a Further Term Facility) available to the Borrowers that the Security Trustee is satisfied on the Closing Date that, inter alia: (a) the Notes have been issued and the subscription proceeds received by or on behalf of the Issuer; (b) delivery is made of the Certificates of Title in respect of each of the WB Mortgaged Properties and the two MSAs owned and/or operated by the partnerships in respect ofwhich the WB Group companies have an interest, dated the Closing Date and addressed, in each case, to the Security Trustee and the Issuer; (c) delivery is made of certified copies of all resolutions, statutory declarations, comfort letters and other documents required to ensure that the entry into by the companies in the WB Group of the Relevant Documents to which they are a party does not and will not constitute the unlawful giving of financial assistance under the Companies Act 1985; (d) deeds of release and discharge are duly executed in respect of all the existing security and any other security affecting or appearing to affect the WB Mortgaged Properties or any of them and any other WB Group Charged Property; (e) delivery is made of solvency certificates from each of the Parent and the Borrowers; and

(4 each of the Relevant Documents are duly executed by the parties thereto.

Interest: The rate of interest payable on the facilities to be made available under the Issuer/WBG Facility Agreement will be the rate per annum determined as follows: (a) in respect ofth e T erm Al Facility, the rate as determined in accordance with Class A Condition 4(d) in respect of the Class Al Notes; (b) in respect of the Term A2 Facility, the rate as determined in accordance with Class A Condition 4(d) in respect of the Class A2 Notes; (c) in respect ofth e T ermA3 Facility, the rate as determined in accordance with Class A Condition 4(e) in respect of the Class A3 Notes; (d) in respect of the Term B Facility, the rate as determined in accordance with Class B Condition 4(d) in respect of the Class B Notes; (e) in respect of the Revolving Facility, the rate as determined in accordance with the Issuer Revolving Facility Agreement; and (f) in respect of the Ancillary Facilities, the rate as determined by agreement at or prior to the time of drawing (or failing any such agreement, in accordance with normal market rates at that time for a drawing of the type and maturity proposed). The amount payable by the Borrowers on each Interest Payment Date in respect of interest for the Term Facilities will be reduced by an amount which is equal to the amount (if any) due and payable to the Issuer on such Interest Payment Date by the Cap Provider pursuant to the Hedging Agreement and the Caps (whether or not paid). In addition, under the Issuer/WBG Facility Agreement, WBGL will agree to pay 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 on that date and which are specified in “Transaction szlmmay information - Priority ofpayments prior to enforcementof the Issuer Deed of Charge”.

23 Repayment: Each of the Term Al Facility, the Term A2 Facility, the Term A3 Facility and the Term B 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 A Notes and the Class B Notes and which are respectively set out in Class A Condition 5(b) and Class B Condition 5(b), subject to such amounts being prepaid prior to that date. Each advance or amount outstanding under the Revolving Facility or the Ancillary Facilities will be repayable on the last day of its term. Prepayment: The Borrowers will be entitled to prepay, in whole or in part, the Term Al Facility, the Term A2 Facility, the Term A3 Facility or the Term B Facility, subject to satisfaction of the following conditions: (a) in respect of the Term Al Facility: (i) if any such prepayment occurs on or before the Interest Payment Date falling in December 2000, WBGL may prepay an amount which, when aggregatedwith the amount of the Term Al Facility previously repaid or prepaid, does not exceed 30 per cent. of the Term Al Facility outstanding as at the Closing Date at par and the balance at a premium equal to 101 per cent. of its aggregate principal amount outstanding; and (ii) if any such p repayment occurs after the Interest Payment Date falling in December 2000, WBGL shall prepay the Term Al Facility at par, together, in either case, with all accrued but unpaid interest on the Term Al Facility up to (but excluding) the date of prepayment; (b) in respect of the Term A2 Facility: (i) if any such prepayment occurs on or before the Interest Payment Date falling in December 2000, WBGL may prepay an amount which, when aggregatedwith the amount of the Term A2 Facility previously repaid or prepaid, does not exceed 30 per cent. of the Term A2 Facility outstanding as at the Closing Date at par and the balance at a premium equal to 101 per cent. of its aggregate principal amount outstanding; and (ii) if any such prepayment occurs after the Interest Payment Date falling in December 2000, WBGL shall prepay the Term A2 Facility at par, together, in either case, with all accrued but unpaid interest on the Term A2 Facility up to (but excluding) the date of prepayment; (c) in respect ofth e T erm A3 Facility, WBGL shall prepay the Term A3 Facility in an amount equal to the amount required to prepay the Class A3 Notes pursuant to Class A Condition 5(c) together with all accrued but unpaid interest thereon up to (but excluding) the date of prepayment; and (d) in respect of the Term B Facility, WBGL shall prepay the Term B Facility in an amount equal to the amount required to prepay the Class B Notes pursuant to Class B Condition 5(c) together with all accrued but unpaid interest thereon up to (but excluding) the date of prepayment. Any prepayment of amounts outstanding under any Term Facility including under any Further Term Facility shall take place in accordance with the order of redemption specified in Class A Condition 5(c) and, thereafter, in accordance with Class B Condition 5(c). In certain circumstances, as set out in Class A Condition 5 (d) and Class B Condition 5 (d), the Borrowers may prepay the Facilities in amounts calculated in accordance with those Conditions. Representations and Wmanties: No independent investigation with respect to the matters warranted in the Issuer/WBG Facility Agreement will be made by the Issuer, the Ancilliary Facilities Provider, the Agent Bank or the Security Trustee, other than a search on the Closing Date against the Parent and each member of the WB Group in the relevant file held by the Registrar of Companies and at the Companies Court in respect of winding-up petitions. In relation to such matters, the Issuer, the Ancillary Facilities Provider, the Agent Bank and the Security Trustee will, save as previously disclosed, rely entirely on the representations and warranties to be given by each member of the WB Group (for the purposes ofwhich each member of the WB Group is assumed to be aware or to have knowledge of those matters ofwhich its Executive Directors are aware or have knowledge and, in respect of certain representations and warranties, of which each General Manager at each WB Mortgaged Property is aware or has knowledge) and which will be contained in the IssuerWBG Facility Agreement. These will include warranties, broadly, as to the following and other matters: (a) due incorporation and that all necessary governmental and other material consents, approvals, licences and authorisations to carry on its business in all material respects as currently conducted are in place; (b) requisite corporate power and authority to enter into each of the Relevant Documents to which it is a party;

24 (4 no litigation, arbitration, administrative proceedings, or governmental or regulatory investigations, proceedings or disputes have been commenced or threatened against it or its respective assets or revenues which would be reasonably likely to have or result in a Material Adverse Effect on, inter alia, the business, assets (as a whole) or the financial condition of the WB Group (as a whole); (4 as at the Closing Date, it has no encumbrances exist over all or any of its present or future revenues, undertakings or assets other than certain permitted encumbrances; (4 no event of default or potential event of default has occurred which has not been either remedied (or otherwise ceased to be continuing) to the reasonable satisfaction of the Security Trustee or expressly waived in writing; (4 the audited financial statements of the WB Group, extracts ofwhich are produced in this document, were prepared in accordance with accounting principles generally accepted in the United Kingdom and give (in conjunction with the notes thereto) a true and fair view of the financial condition of the WB Group; k) save as disclosed in the unaudited consolidated financial statements of WBGL for the eight months ended 22nd May, 1997, there has been no material adverse change since the date of preparation of the Original Financial Statements (being financial statements of each of the companies comprising the WB Group for the financial period ended 28th September, 1996) in the financial condition or business of the WB Group; @I (i) it is and has b een in compliance with all applicable Environmental Laws and there are no circumstances known to it that may prevent or interfere with such full compliance in the future and there are no circumstances known to it that could give rise to any liability under Environmental Laws which liability would be reasonably likely to have a Material Adverse Effect; (ii) it has been and is in compliance with the terms of all environmental approvals necessary for the ownership and operation ofits facilities and businesses as presently owned and operated and it will have all such environmental approvals prior to the commencement of any new activities or the commencement ofwork at any new sites to be owned or operated by it where in any such case non-compliance with or the lack of any such environmental approval would be reasonably likely to have a Material Adverse Effect; and (iii) there is no environmental claim pending or threatened against it, and there are no past or present acts, omissions, events or circumstances which could form the basis of any environmental claim against it or which, in any such case, would be reasonably likely to have a Material Adverse Effect; (9 each company in the WB Group has complied with all taxation laws relevant to its business (save where their application is being disputed in good faith); (iI each Security Document to which it is a party creates the security interest which that Security Document purports to create and the claims of the WB Secured Parties against it will rank at leastpari passztwith the claims ofall its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application; (4 save to the extent disposed of as a Permitted Disposal (as defined below) and the MSA situated at Gretna Green, it is the absolute legal or beneficial owner of all of its assets subject to the WB Group Deed of Charge and is entitled to use all of its assets necessary to carry on its business as presently conducted the absence of which would be reasonably likely to have Material Adverse Effect and it is the sole legal and beneficial owner with full title guarantee (or, in Scotland, with absolute warrandice and without exclusion of Keeper’s indemnity) of, and has a good, marketable and valid title in its own name to, its interest in all of the WB Mortgaged Properties (subject to matters specifically referred to in the Certificates of Title and other immaterial adverse interests); (1) all information in relation to the WB Mortgaged Properties supplied by each WB Group Entity in connection with the preparation of the Certificates of Title, is, and remains in each case, true and accurate in all material respects and the statements of fact provided by each WB Group Entity contained in the Certificates of Title are in all material respects true and accurate; (m) each contract relating to the petrol arrangements and each of the signage agreements with the Department of Transport (the “DOT”) to which it is a party is in full force and effect and constitute legal, valid and binding obligations of the respective parties thereto and areenforceable in accordance with their respective terms (subject to rights of creditors generally, to equitable principles of general application and to the laws of insolvency); (n) each of the Insurance Policies is in full force and effect, all premiums due thereon have been paid in full and there are no material outstanding claims under any of the Insurance Policies;

25 (0) in respect of each WB Mortgaged Property that it owns and operates, buildings insurance is maintained either by it or another person with an interest in the relevant property in an amount at least equal to its full replacement value (as determined in accordance with commercial property market practice generally) and covers those risks usually covered by a reasonably prudent mortgagee of commercial property of the same nature as the relevant property and in a comparable location. Certain of the representations and warranties to be given on the Closing Date will be repeated on the date on which any advance under the Further Term Facility is made and on the date on which each advance under the Revolving Facility is made, by reference to the facts and circumstances then existing. Fhancial Covenants:Under the terms of the Issuer/WBG Facility Agreement, WBGL has agreed to conduct its future operations and business subject to two financial covenants. In particular, WBGL will be subject to a debt service cover ratio and a net worth covenant, in each caseto be tested quarterly. The respective covenants will be as follows : (i) Debt Service Cover Ratio: the ratio of EBITDA to Debt Service, calculated on a rolling four quarter basis (subject to adjustment for the first twelve months after the Closing Date), shall, at the end of each Financial Quarter from the Closing Date and up to (and including) the Financial Quarter immediately preceding any distribution of moneys from time to time credited to the Asset Disposal Proceeds Escrow Account (as defined below) outside of the WB Group be not less than 1.25:1 and, thereafter, (if applicable) shall be not less than 1.5:1. (ii) Net Worth: Net Worth will not at any time be less than &400 million. For these purposes: (i) “EBITDA” means for any relevant period, the consolidated earnings of the WB Group before (or, if already taken into account in calculating the net income of the WB Group), after making the required adjustment: . any provision on account of taxation; . any interest, commissions, discounts and other fees incurred by any WB Group Entity in respect of Financial Indebtedness; . any amount attributable to amortisation of goodwill, or other intangible assets or the amortisation or the writing off of acquisition or refinancing costs and any deduction for depreciation;

l fair value adjustments and other provisions referable to the Acquisition provided these do not exceed f5,OOO,OOOin aggregate; . save for certain items, items treated as extraordinary or non-operating exceptional income/charges under accounting principles generally accepted in the UK; . any deduction on account of any amount attributable to minority interests or interests of a joint venture partner in the JV Entities; and . any amount attributable to the writing up or writing down of any assetsof any WB Group Entity after the Closing Date, or, in the caseofa company becoming a subsidiary after the Closing Date, after the date of it becoming a subsidiary; (ii) “Debt Se rv ’ice ” means, in respect of any relevant period, broadly, the aggregate of all Interest Charges (as defined below) and p rincipal repayments which fall d ue, or which have fallen due to be paid by any member of the WB Group (whether or not paid) during the relevant financial quarter pursuant to the Issuer/WBG Facility Agreement (other than in respect of that part of any revolving advance to be repaid during the financial quarter and which remains available to be drawn upon and subject to the terms thereof), the WB Group Deed of Charge, any Accession Agreement and any WB Deed of Accession (each as referred to in the Issuer/WBG Facility Agreement); (iii) “Interest Charges” means, broadly, in respect of any relevant period, the aggregate amount of interest paid or payable by an Obligor on financial indebtedness (including, for the avoidance of doubt (but without limitation) any amount paid or payable pursuant to the relevant terms of the Issuer/WBG Facility Agreement) less interest earned during the relevant period; (iv) “Net Worth” means the amount calculated at the end of the WY3 Group’s financial year being: (a) the stated share capital fully paid up and the additional paid in capital of the WB Group; (b) plus the aggregate amount standing to the credit of the WB Group’s consolidated capital and revenue reserves (including any share premium account, merger reserve, revaluation reserve existing at the Closing Date and capital redemption reserve fund);

26 (c) phs or minus the amount standing to the credit or debit, as the case may be, of the consolidated profit and loss account of the WB Group; (d) less any dividend or other distribution declared or made by any WB Group Entity to the extent payable to a person who is not a WB Group Entity and such distribution is not provided for in such accounts; (e) less the amount of any writing up and plus the amount of any writing down of the book value of any assetsof any WB Group Entity after the Closing Date or, in the case of a company becoming a subsidiary after the Closing Date, after the date of its becoming a subsidiary; (f) less the amount of any sums required by accounting principles generally accepted in the UK to be provided for taxation payable by any WB Group Entity and not provided for in such accounts excluding, for the avoidance of doubt, any accounts relating to unprovided, deferred taxation on the revaluation of fixed assets; (g) less any amounts attributable to goodwill (other than goodwill arising on the Acquisition) or other intangible assetsof the WB Group but after adding back any amortised goodwill and any acquisition and refinancing costs amortised or written off; (h) to the extent these would otherwise be deducted from Net Worth, plus the amount of any fair value adjustments or other provisions referable to the Acquisition provided these do not exceed &5,000,000 in aggregate; and (i) to the extent not already deducted because ofparagraph (iii) above, less any amount attributable to payments to any person (other than a WB Group Entity) in respect ofminority interests or to a joint venture partner in the JV Entities, Provided that no amount shall be included or excluded more than once.

Other Covenants: (4 The Parent and each WB Group Entity will undertake not to dispose of any of its property other than by way of a Permitted Disposal. For these purposes: “Permitted Disposal” includes: (i) disposals of stock in trade by a member of the WB Group in its ordinary course of trade; (ii) disposals (not b emg all or any part of the WB Mortgaged Properties or any Permitted Business) of assetsand/or revenues for cash by a member of the WB Group (not otherwise permitted pursuant to the terms of the Issuer/WBG Facility Agreement) where the value of the aggregate net consideration received by such member of the WB Group in respect of such disposal and all other such disposals by the WB Group over the immediately preceding twelve month period does not exceed &5,000,000; (iii) disposals which are Permitted Transactions (as defined below); (iv) until such time as an Asset Cover Disposal (as defined below) is first made, disposals of Secondary MSAs or a Primary MSA (each as defined below) subject to, and in accordance with, the provisions of the Issuer/WBG Facility Agreement and, thereafter, Asset Cover Disposals; (v) disposals of cash where such disposal is not otherwise prohibited by the Issuer/WBG Facility Agreement; (vi) any issue of shares by WBGL pursuant to any employee share scheme or to the Parent; (vii) a disposal of the Wh eat1 ey S1’t e and of the MSA situated at Gretna Green to Granada in accordance with the terms of the put option granted pursuant to the Acquisition Agreement; (viii) disposals of Eligible Investments; (ix) d’1s p osa1 s o f o b so1 ete or redundant plant and equipment not required for the efficient operation ofits business, on arm’s length terms; (x) disposals of assets (not being all or any part of the WB Mortgaged Properties or any Permitted Business acquired pursuant to the provisions of the Issuer/WBG Facility Agreement) to certain WB Group affiliates; (xi) disposals under certain compulsory purchase orders; (xii) any lease or licence for a period of less than 25 years entered into in the ordinary course of business;

27 (xiii) the proceeds of any sale, or any series of sales,of assetson arm’s length terms where the entire proceeds of such sale or related series of sales do not exceed 225,000; and (xiv) any other disposal consented to by the Security Trustee. Specific provisions will apply in relation to a disposal of any one Primary MSA or any Secondary MSA as listed below. Not all MSAs that are WB Mortgaged Properties are Primary MSAs or Secondary MSAs. A member of the Group will only be permitted to dispose of any Secondary MSA or any single Primary MSA if the Security Trustee acting reasonably is satisfied that the following conditions have been or will be complied with (or that suitable arrangements have been put in place to ensure compliance with such conditions) and an Asset Cover Disposal (as defined below) has not been made: (i) that no more than one Primary MSA is disposed of by the WB Group until the Final Maturity Date of the Term B Facility; (ii) that the aggregate amount of the Net Disposal Proceeds (as defined in the Master Definitions and Construction Schedule) arising following the disposal of a Secondary MSA or a Primary MSA, as the case may be, which is equal to or less than the amount which is the product of the Current Indebtedness (as defined below) and the Relevant Multiplier (as defined below) for that MSA (the “Disposal Target Amount”) is or shall be paid up on receipt into a sub-account relating to the relevant MSA, as the case may be, of the account maintained by WBGL for the purpose, (the “Net Disposal Proceeds Escrow Account”) and is or shall be applied in accordance with the provisions of the Issuer/WBG Facility Agreement. Any amount of Net Disposal Proceeds which is in excess of the Disposal Target Amount shall be available to the relevant WB Group company to deal with as it sees fit. For these purposes: (i) “Current Indebtedness” means, at the relevant time, the sum of(i) the aggregate principal amount of the Class A Notes and the Class B Notes then outstanding, (ii) the aggregate principal amount outstanding under the Issuer Revolving Facility Agreement, whether or not drawn and (iii) the net aggregate principal amount of all debit balances of the WB Group with the Ancillary Facilities Provider (excluding, in any case, double counting); and (ii) “Relevant Multiplier” means in respect of each relevant MSA, the percentage number shown in the column next to it. Relevant MSA Multiplier (%) Secondary MSAs: ...... , ...... Burtonwood...... 1.41 Gretna Green ...... 1.54 Ross Spur ...... 0.10 Sarn Park...... 0.76 Scratchwood ...... 3.39 Sedgmoor ...... 2.15 Primary MSAs: ...... Abington...... 2.47 Charnock Richard ...... 6.72 Gordano ...... 4.27 Hartshead Moor ...... 5.69 Keele ...... 6.44 Newport Pagnell ...... 5.66 Membury ...... 7.33 Michaelwood ...... 6.24 South Mimms ...... 5.78 Subject to the provisions of the WB Group Deed of Charge, moneys from time to time credited to each sub-account of the Net Disposal Proceeds Escrow Account will only be capable of being withdrawn with the consent ofthe Security Trustee (such consent to be given if, acting reasonably, the Security Trustee is satisfied that moneys standing to the credit of the Net Disposal Proceeds Escrow Account will be applied in accordance with (i), (ii) or (iii) below) by WBGL d uring the period of 24 months from their date of initial deposit for the following purposes:

(9 to be applied in making a prepayment of the Term Facilities (or any Further Term Facilities, if applicable) or to purchase Notes;

28 (ii) to be applied (or agreed to be applied) towards Permitted Developments provided that at the time of commencing any such Permitted Development the Security Trustee has received a financial ratio compliance certificate and report confirming that the debt service cover ratio was met as at the relevant financial quarter most recently reported upon; or (iii) to be utilised (or agreed to be utilised) in acquiring or investing in a Permitted Business Provided that at the time ofsuch acquisition or investment (or agreement for acquisition or investment) the Security Trustee has received a financial ratio compliance certificate and report confirming that the debt service cover ratio was met as at the relevant financial quarter most recently reported upon and further provided that WBGL provides evidence satisfactory to the Security Trustee showing that such debt service cover ratio would have been satisfied if there had been excluded from the relevant calculation (x) all investment income (if any) received from the relevant sub-account of Net Disposal Proceeds Escrow Account relating to the relevant Secondary MSA or Primary MSA, as the case may be, during the preceding 12 calendar months and (y) earnings from the relevant Secondary MSA or Primary MSA, as the case may be, for the preceding 12 calendar months or, if not so satisfied, if the Rating Agencies confirm that there will be no downgrading of the ratings then applicable to the Notes then outstanding and the Security Trustee consents (such consent only to be withheld or delayed with reasonable cause).

(b) The WB Group may also dispose of any WB Mortgaged Property in certain circumstances where, inter aha, an asset cover ratio test has been met (an “Asset Cover Disposal”). In particular, an Asset Cover Disposal will be permitted if the Security Trustee is satisfied that at the time of any such disposal the following conditions are met: (i) the aggregate value of the WB Mortgaged Properties (but excluding the relevant WB Mortgaged Property to be disposed of) shown in a valuation certificate given by an independent valuer of recognised standing approved by the Security Trustee and dated no more than 45 days prior to the date of the relevant Asset Cover Disposal is at least equal to 200 per cent. of the sum of the Term Al Loan, the Term A2 Loan, the Term A3 Loan, the Term B Loan, the Revolving Loan and the aggregate net amount of the Ancillary Facilities, in each case then committed, together with any accrued but unpaid interest in respect thereof; and (ii) the Security Trustee has received satisfactory evidence (as to which the Security Trustee shall be entitled to seek the guidance of the Financial Adviser) showing that the debt service cover ratio as at the financial quarter most recently reported upon by WBGL is at least equal to 1.5:l but after excluding from the calculation of EBITDA all net earnings for the preceding 12 calendar months for the relevant WB Mortgaged Property being disposed of; and (iii) the Rating Agencies confirm that upon the relevant Asset Cover Disposal taking place, the Class A Notes and the Class B Notes if issued by a member of the WB Group (and assuming that the Class B Notes were rankedparipasszl with the Class A Notes) would be assigned a rating of at least ‘A’ (or its equivalent) by both of the Rating Agencies (or the Rating Agencies confirm to the Security Trustee that such debt obligations would be accorded an ‘A’ (or its equivalent) ratingwere they to be so rated); and (iv) WBGLorth e re1 evant WB Group Entity has given payment instructions for the net disposal proceeds from the relevant Asset Cover Disposal to be paid into the Asset Disposal Proceeds Escrow Account; and (v) if at the time ofthe relevant Asset Cover Disposal the Liquidity Facility has not been repaid in full and cancelled, the prior written consent of the Liquidity Facility Agent has been obtained. Subject to the provisions of the WB Group Deed of Charge, moneys from time to time credited to each sub-account of the Asset Disposal Proceeds Escrow Account may be withdrawn with the consent of the Security Trustee (such consent to be given if, acting reasonably, it is satisfied that moneys standing to the credit of the Asset Disposal Proceeds Escrow Account will be applied in accordance with any of(i) to (v) below) at any time by WBGL during the period of24 months from the date of initial deposit for any of the following purposes: (i) to be applied in making a prepayment of the Term Facilities (or any Further Term Facilities, if applicable) pursuant to Clause 12.1 (Prepayment) of the Issuer/WBG Facility Agreement or to purchase Notes; or (ii) to be applied or agreed to be applied towards Permitted Developments; or (iii) to be appl’ie d or agreed to be applied in acquiring or investing in a Permitted Business; or 29 (iv) to be invested in Long-Term Eligible Investments (as defined below); or (v) to be distributed (whether by loan, dividend or otherwise) outside of the WB Group subject to the Security Trustee being satisfied that the most recently reported debt service cover ratio is at least 1.5 : 1. Any moneys credited to the Asset Disposal Proceeds Escrow Account not applied under or in accordance with any of(i) to (v) (inclusive) above within 24 months of the date of their initial deposit will be applied in the manner described in (i) above. (4 The Borrowers and the Guarantors will be permitted to incur, create or permit to subsist any form of further financial indebtedness provided that it is made on an unsecured basis but will not be permitted to engage in activities outside of their normal course of business other than in respect of Permitted Transactions. For these purposes: “Permitted Transactions” means: (i) the making of intra-group loans (including loans to affiliates outside of the WB Group where the Security Trustee is satisfied that the most recently reported debt service cover ratio is at least 1.5:1); (ii) the making of the Parent Loan; (iii) the payment or declaration of any dividend, return on capital, repayment of capital contributions or other distributions by any Borrower or Guarantor to a shareholder which is a WB Group member or, (subject to the Security Trustee being satisfied that the most recently reported debt service cover ratio is at least 1.5:1) by WBGL to the Parent; (iv) the purchase, subscription for, or other acquisition of any shares (or other securities or any interest therein) in a WB Group member by another WB Group member and by a WB Group member in respect of an affiliate (subject, in the case of the shares in WBGL, to the restriction referred to in (iii) above); (v) investment in Long-Term Eligible Investments; (vi) the acquisition of or investment in a Permitted Business by a WB Group member provided that (A) the Security Trustee is satisfied that either (a) the relevant provisions of the Issuer/WBG Facility Agreement have been met if the acquisition or investment is to be funded out of Net Disposal Proceeds; (b) the relevant provisions of the Issuer/WBG Facility Agreement have been met if the acquisition or investment is to be made from available cash; or (c) the acquisition is to be funded out of the proceeds of an advance under the Further Term Facility and (B) in each such case, the Security Trustee receives a certificate of title in relation to any land acquired, leased or licenced by the WB Group members as a result thereof; (vii) the carrying out of a Permitted Development provided that in respect of all such Permitted Developments, the giving by WB Group members of guarantees, bonds or indemnities to third parties is subject to a maximum aggregate liability at any time of not more than &25,000,000; (viii) loans to employees of any WB Group members in an aggregate amount not exceeding fl,OOO,OOOat any time (which figure may be increased on the Interest Payment Dates falling in December 2002, 2007 and 2013, respectively to an amount, in each case, agreed with the Security Trustee and the Rating Agencies); (ix) financial indebtedness made available on arm’s length terms in the ordinary course of trade not otherwise permitted by paragraphs (i) to (viii) above not exceeding fl,OOO,OOO;and (x) the giving by any WB Group Entity of guarantees and indemnities in respect of the obligations of any other WB Group Entity. (4 The Borrowers will provide the Security Trustee with the benefit of certain other covenants including, without limitation, covenants relating to the maintenance of all insurances, notification of material events of default, notification of litigation or administrative proceedings against the relevant company, general repair and maintenance of all WB Group assets, conduct of business, maintenance of business as a going concern, the keeping of all MSAs in good operational order (save for where they are determined to be no longer commercially or financially viable) and provision of financial and other information.

Events ofllefault:The Issuer/WBG Facility Agreement will contain standard events that may lead to a default and acceleration of amounts outstanding, for a full recourse facility of its nature. These include events for non-payment, breach of covenant, misrepresentation and insolvency of any WB Group Entity (other than a dormant subsidiary) and a cross-default provision.

30 In respect of certain events, the mere occurrence of the event will not in itself entitle the Security Trustee to accelerate the repayment obligations of the Borrowers immediately following the expiry of any applicable grace period. In particular, following: (a) any failure by a WB G roup Entity to pay an amount due on an Interest Payment Date in respect of the Term Facilities or the Revolving Facility under the Issuer/WBG Facility Agreement, the relevant Borrower shall following such a default and seven calendar days after the expiry of any applicable grace periods and on each day falling seven calendar days thereafter (each a “Cash Collateralisation Payment Date”) pay to the Issuer Cash Collection Account on each Cash Collateralisation Payment Date, for same day value, an amount which is equal to one-twelfth of the aggregate amount drawn by the Issuer under the Liquidity Facility Agreement or from the Liquidity Facility Reserve Account, as appropriate, on the preceding Interest Payment Date together with any interest on that drawing from and including that date and up to but excluding the next Interest Payment Date. Only if a Borrower fails at any time to comply with a payment obligation into the Issuer Cash Collection Account following non-payment in respect of the Term Facilities or the Revolving Facility will the Security Trustee be entitled to apply the acceleration provisions of the Issuer/WBG Facility Agreement. Following a payment default under the Ancillary Facilities, the Security Trustee may at any time by written notice accelerate the repayment obligations of the Borrowers but it shall be obliged to call an acceleration following such a default where the net aggregate amount outstanding under the Ancillary Facilities is equal to f10 million or more and a further fl million or more of accrued but unpaid interest is also outstanding and the Ancillary Facilities Provider instructs the Security Trustee to call such a default; (b) any failure by the WB Group to comply with the financial covenants, WBGL shall have 90 days from the next succeeding Interest Payment Date (the “First Interest Payment Date”) in which to remedy such breach (A) through the subscription by the Parent or a third party of a sufficient amount of new equity share capital in any WB Group Entity or through the deposit of funds on a subordinated and unsecured basis and for a term not less than the Final Maturity Date of the Class B Notes and which, if available to the WB Group at the time the relevant financial ratio compliance certificate and report was prepared as either earnings, in the caseof a breach ofthe debt service cover ratio, or as equity share capital, in the case of a breach of the net worth covenant, would have meant that no such breach would have been reported and/or (B) through other remedial action. From the date on which the WB Group breaches a financial covenant, the Security Trustee shall appoint the Financial Adviser who shall, pursuant to the terms of the Financial Advisory Services Agreement, review the financial position of the WB Group and discuss with management the steps needed to remedy or cure the relevant breach. In determining, inter alia, whether any subscription of equity share capital or investment or deposit of funds or other remedial action taken would have cured any breach of the debt service cover ratio and/or the net worth covenant, the Security Trustee will also seek the advice of the Financial Adviser. If(x) no subscription of equity share capital or investment or deposit of funds is made or other remedial action taken or if such subscription or investment or deposit or action is determined by the Financial Adviser to be insufficient for the purpose, and (y) a further breach of the debt service cover ratio and/or the net worth covenant occurs and has not been remedied or cured, then an event of default shall have occurred and the Security Trustee will be entitled to apply the acceleration provisions of the Issuer/WBG Facility Agreement but only if: (A) there has, since such further breach of financial covenant, been a failure to pay any amount due under the Relevant Documents; or (B) the breach of the debt service cover ratio and/or the net worth covenant referred to in (y) above remains unremedied or uncured for a further 45 days from the Interest Payment Date next occurring. (c) any breach of covenant (other than a financial covenant) or misrepresentation by a member of the WB Group, if not cured within the relevant grace periods, will only be an event of default if the Security Trustee is at that time satisfied, acting reasonably, that such breach, interalia, is or is likely to cause a Material Adverse Effect. The occurrence of an event of default and enforcement of the security (or of any other event where the Security Trustee reasonably believes the security created by the WB Group Deed of Charge to be threatened or in jeopardy or imperils the security thereby created) will entitle the Security Trustee to serve a notice which will result in the floating charges contained in the WB Group Deed of Charge over the assets,property and undertaking of

31 each member of the WB Group to crystallise so as to become fixed charges (except in relation to the WB Group’s Scottish assets,in respect ofwhich the relevant floating charges will so crystallise on the appointment of a receiver thereunder). The floating charge of a WB Group Entity contained in the WB Group Deed of Charge will automatically (except in relation to the WB Group’s Scottish Assets as aforesaid) crystallise, inter alia, so as to become a fixed charge on the occurrence of an insolvency event in relation to that WB Group Entity. All moneys standing to the credit of all bank accounts ofeach member ofthe WB Group will, in either of these circumstances, become subject to a fixed charge requiring the prior consent of the 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. Substitution ofdebtor: The Issuer/WBG Facility will permit the Security Trustee to agree to substitution of the Issuer asprincipal debtor in respect ofthe Notes and any Further Notes in issue with WBGL (or any other member of the WB Group) subject to the satisfaction of certain conditions (including, without limitation, that the Class A Notes and the Class B Notes, ifissued by a member ofthe WB Group (and assuming that the Class B Notes ranked paripassu with the Class A Notes) would be assigned a rating of ‘A’ or its equivalent by both of the Rating Agencies (or the Rating Agencies confirm to the Security Trustee that such debt obligations would be accorded an ‘A’ rating were they to be rated)). In such circumstances, the aggregate amounts outstanding under the Issuer/WBG Facility Agreement due to the Issuer will be treated as being repaid and cancelled as WBGL (or any other member of the WB Group) will assume the obligations of the Issuer under the Relevant Documents. Governing Law: The Issuer/WBG Facility Agreement will be governed by English law.

WB Group Deed of Charge The WB Group Deed of Charge will be entered into on the Closing Date by, inter alias, the Borrower, the Parent, the Issuer, the Ancillary Facilities Provider and the Security Trustee. Under the terms of the WB Group Deed of Charge, each of the Borrowers have agreed to provide the Security Trustee with the benefit of, inter alia, the following security (together, the “WB Group Security”) over their respective property, assets and undertaking (the “WB Group Charged Property”): (i) a first legal mortgage (or in Scotland, standard security) over the motorway service areas and the Wheatley Site (forming the WB Mortgaged Properties) legally and beneficially owned by it including all estates or interests in such property and all estates and interests in any other freehold, heritable or leasehold property legally and beneficially owned by it, present and future, and all buildings, trade and other fixtures, fixed plant and machinery from time to time on such freehold, heritable or leasehold property; (ii) a first fixed equitable mortgage over the entire issued share capital of each subsidiary owned by it and all rights in respect of and incidental thereto; (iii) an assignment by way of first fixed security of all of its rights in and to the Acquisition Agreement and the Relevant Documents (but excluding all bank accounts maintained with the Ancillary Facilities Provider other than those referred to in (vii) below) and all rights in respect of and incidental thereto; (iv) a first fixed charge over the ‘Welcome Break’ brand name and all rights derived therefrom and incidental thereto (subject to certain licencing rights in favour of the WB Group); (v) a first fixed charge over all statutory licenses, consents and authorisations, present and future, held by it or otherwise used by it in connection with its business and all rights in and respect of and incidental thereto; (vi) a first fixed charge over all book debts and other debts (but excluding all bank accounts maintained with the Ancillary Facilities Provider other than those referred to in (vii) below), rents and all other moneys 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 respect of and incidental thereto (which may take effect as a floating charge and thus rank behind the claims of certain preferential and other creditors); (vii) in respect of WBGL only, a first fixed charge over all of its right, title, interest and benefit, present and future, in and to all moneys at any time and from time to time standing to the credit of the Net Disposal Proceeds Escrow Account and the Asset Cover Disposal Proceeds Account together with all rights relating or attached thereto; (viii) 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, save as described in the WB Group Deed of Charge, to all claims payable and paid thereunder in relation to a claim for total loss of any MSA or Permitted Business;

32 (ix) an assignment by way of first fixed security over all of its right, title, interest and benefit, present and future, in and to Long-Term Eligible Investments into which moneys standing, from time to time, to the credit of the Net Disposals Proceeds Escrow Account and the Asset Cover Disposal Proceeds Account may be invested (which may take effect as a floating charge and thus rank behind the claims of certain preferential and other creditors); and (x) a first floating charge over the whole of its assetsand undertaking not effectively charged by the first ranking fixed security (subject to any prohibition on charging in respect of the signage agreements) (extending over all of its assets and undertaking situated in or governed by the laws of Scotland). Certain ofthe fixed charge security referred to in items (v) and (vi) above may be subject to the obtaining of third party consents and so may take effect as a floating charge. In addition to the above, and as part of the WB Group Charged Property, the Parent will grant the Security Trustee the benefit of a first fixed equitable mortgage over the entire issued share capital ofWBGL and the Issuer and, subject to the terms of the WB Group Deed of Charge, all rights in respect of and incidental thereto. The Security Trustee will hold the benefit of the security created in its favour under the WB Group Deed of Charge on trust for the benefit of itself, any receiver of any company in the WB Group, the Ancillary Facilities Provider and the Issuer (together, the “WB Group Secured Parties”), upon and subject to the terms thereof. The Parent and the Borrowers will, in addition, each agree with the Security Trustee (for the benefit of the WB Group Secured Parties), broadly, that whilst any amounts remain due and outstanding under the Issuer/WBG Facility Agreement, they will not take any steps or pursue any action for the purpose ofrecovering any debts due or owing to it by the Parent or any WB Group company (other than in respect of making demand under the Parent Loan) or the Issuer or, as applicable, to petition or procure the petitioning for the winding-up or administration of any company in the WB Group 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 Security Trustee under the WB Group Deed of Charge. The Issuer and the Ancillary Facilities Provider will each agree that, unless a WB Group Enforcement Notice has been served, it will not take any steps whatsoever to direct the Security Trustee to enforce the security created in its favour under the WB Group Deed of Charge nor will it take any steps or pursue any action whatsoever for the purpose ofrecovering any debts due or owing to it by the Parent or any WB Group company or to petition or procure the petitioning for the winding-up or administration of any company in the WB Group or the appointment of an administrative receiver in respect of any such company, save that the Ancillary Facilities Provider will be permitted to effect rights of set off and account netting. At any time after the amounts outstanding under the Issuer/WBG Facility Agreement shall have become due and repayable and the security created by the WB Group Deed of Charge shall have become enforceable, the Ancillary Facilities Provider or the Issuer will not be entitled to proceed directly against any WB Group company unless the Security Trustee, having become bound so to proceed, fails to do so within a reasonable period and such failure is continuing. Upon the service of a WB Group Enforcement Notice pursuant to the terms of the Issuer/WBG Facility Agreement, all payments under or arising from the Issuer/WBG Facility Agreement and/or the WB Group Deed of Charge (subject as provided below) will be required to be made to the Security Trustee or to its order (except as otherwise provided for in the WB Group Deed of Charge). All rights or remedies provided for by the WB Group Deed of Charge or available at law or in equity will be exercisable by the Security Trustee. All moneys received or recovered by the Security Trustee (or a receiver appointed on its behalf) following service of a WB Group Enforcement Notice will be applied: (i) first, pro rata in or towards satisfaction of the respective amounts due (i) to the Security Trustee in respect ofthe fees or other remuneration then payable to, and any costs, charges, liabilities, indemnity claims and expenses then incurred by, the Security Trustee, (ii) to the receiver in respect of the fees or other remuneration then payable to, and any costs, charges, liabilities, indemnity claims and expenses then incurred by, the receiver and (iii) in respect of the revelant WB Group member’s liabilities to any taxation authority (including in respect of corporation tax to the Inland Revenue); (ii) secondZy,in or towards satisfaction of the amounts due and owing by the WB Group to the Ancillary Facilities Provider under the terms of the Issuer/WBG Facility Agreement subject to a maximum aggregate amount of &10,000,000 plus accrued interest, fees and commissions of up to a maximum aggregate amount of &2,000,000; (iii) thirdly, in or towards satisfaction of the amounts due and owing by the WB Group to the Issuer on each Interest Payment Date or as otherwise specified in the Issuer/WBG Facility Agreement; (iv) fowth~, in or towards satisfaction of any other amounts, costs, expenses and liabilities of the WB Group incurred in its ordinary course of business; and

33 (v) jiitbly, on satisfaction of all ofWBGL’s obligations under the Relevant Documents the surplus (if any) to the Parent. The WB Group Deed of Charge will be governed by English law (other than in respect of any fixed charge over assetssituated in or subject to the laws of Scotland, which shall be governed by Scats law).

Issuer Revolving Facility Agreement The Issuer Revolving Facility Agreement will be entered into on the Closing Date between, inter alias, the Issuer, the Fronting Bank (being Bankers Trust International PLC), the Revolving Facility Providers (being Bankers Trust Company and Barclays Bank PLC) and th e Security Trustee and will provide for a revolving facility to be made available by the Revolving Facility Providers to the Issuer for up to an initial maximum aggregate amount of &45,000,000 (forty-five million pounds sterling). The facility will be available for seven years from the Closing Date and will amortise in accordance with an agreed schedule ofrepayments. The facility will be made available by way of cash advances and letters of credit. The facility may be used by the Issuer only for the purpose of funding its Revolving Facility obligations under the Issuer/WBG Facility Agreement and, subject to certain restrictions, will be available for drawing at any time from the Closing Date until the Interest Payment Date falling in September 2004. A drawing of either a cash advance or a letter of credit under the Issuer Revolving Facility Agreement will have a term ending on the relevant repayment date chosen by the Issuer and which will match the Issuer’s obligation to a Relevant Borrower in respect of a drawing request made under the Revolving Facility. The rate of interest payable on utilisations under the Issuer Revolving Facility Agreement will be the aggregate of 1.25 per cent. plus LIBOR for one, two, three, six, nine or twelve months sterling deposits and any reserve assetcosts and will be calculated on a per annum basis. An additional fee of 0.125 per cent. will be payable to the Fronting Bank in respect of any letter of credit issued under the Issuer Revolving Facility Agreement. The Issuer Revolving Facility Agreement will provide that, to the extent that on any date other than an Interest Payment Date the Issuer has insufficient funds available to repay any amounts of interest, principal or other sums due and repayable on such date, broadly, the unpaid amount of such drawing will be rolled over to the next Interest Payment Date. On such Interest Payment Date, subject to the terms of the Issuer Deed of Charge and the Liquidity Facility Agreement, to the extent that the Issuer has insufficient funds available to it for the purpose, the Issuer will be entitled to draw on the Liquidity Facility to pay interest and scheduled amounts ofprincipal to be repaid and cancelled on such Interest Payment Date (representing amounts of principal falling due as a result of the amortisation of the Issuer Revolving Facility). The Issuer will provide the Security Trustee and the Banks with certain representations and warranties given by a special purpose company established for transactions of this nature. In addition, the Issuer will provide the Security Trustee and the Banks with the benefit of certain covenants, including without limitation, undertakings not to create any encumbrance over any of its assets,engage in any activity which is not incidental to or in connection with any of the Relevant Documents, dispose of any of its assets or incur any financial indebtedness other than as contemplated in the Relevant Documents. The Issuer Revolving Facility Agreement will contain events of default substantially the same as those set out in Class A Condition 9 and Class B Condition 9. The occurrence of an event of default and enforcement of the security (or any other event where the Security Trustee considers the security created by or pursuant to the Issuer Deed of Charge to be threatened or in jeopardy) will allow the Security Trustee to crystallise the floating charge (which will occur in relation to Scottish assets on the appointment of a receiver thereunder) contained in the Issuer Deed of Charge. The Revolving Facility Providers will agreewith the Issuer and the Security Trustee to be bound by the terms of the Issuer Deed of Charge and, in particular, will confirm that no sum, whether in respect ofprincipal or interest or otherwise relating to the Issuer Revolving Facility Agreement, shall be due and payable by the Issuer except in accordance with the terms of the Issuer Deed of Charge unless and until all sums thereby required to be paid in priority thereto have been paid or discharged in full. The Revolving Facility Providers will further agree that only the Security Trustee may enforce the security created in favour of the Security Trustee by or pursuant to the Issuer Deed of Charge in accordance with the provisions thereof and will not take any steps for the purpose of recovering any of the Obligations (as defined in the Issuer Deed of Charge) (including, without limitation, by exercising any rights of set off) or enforcing any rights arising out of the Issuer Revolving Facility Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever unless the Security Trustee, having become bound to serve an Issuer Enforcement Notice, and/or having become entitled to take any steps or proceedings to enforce the security pursuant to the Issuer Deed of Charge, fails to do so within a

34 reasonable period of becoming so bound and that such failure is continuing (in which case the Revolving Facility Providers shall be entitled to take any such steps and proceedings as they shall deem necessary other than the presentation of a petition for the winding-up of, or for an administration order in respect of, the Issuer subject to and in accordance with the terms of the Issuer Deed of Charge). The Issuer Revolving Facility Agreement will provide that if at any time the rating of certain long-term debt instruments of any Revolving Facility Provider falls below certain pre-agreed levels, the Security Trustee may require the relevant Revolving Facility Provider to pay into a designated bank account of the Issuer (the “Revolving Facility Reserve Account”) maintained with an appropriately rated bank an amount equal to its undrawn commitment under the Issuer Revolving Facility Agreement. Amounts standing to the credit of such account will be available to the Issuer for utilisation by way of cash advances.

Liquidity Facility Agreement At the Closing Date the Liquidity Facility Provider will be The Chase Manhattan Bank. It is expected that the Liquidity Facility Agent will arrange for the Liquidity Facility to be syndicated as soon as is practicable thereafter. Under the terms of the Liquidity Facility Agreement, the Liquidity Facility Providers will provide a commitment to permit a drawing to be made, in circumstances where the Issuer has insufficient funds available on an Interest Payment Date to pay in full any of the items specified in (i) to (vii) (inclusive) of “Transaction summary information - Priority ofpayments on theNotes prior to enforcementof theIssuer Deed of Charge”(a “Liquidity Shortfall”), (unless and to the extent that such shortfall is due to a default by the Cap Provider in respect of its obligations under the Hedging Agreement and the Cap) subject to a maximum aggregate principal amount available to be drawn in such manner (the “Liquidity Facility Limit”). The Liquidity Facility Limit on any date (the “Liquidity Facility Limit Calculation Date”) will be the amount calculated by the Liquidity Facility Agent as being the sum of (i) the aggregate of the highest three Liquidity Facility Factors on three consecutive Interest Payment Dates which fall after the Liquidity Facility Limit Calculation Date but before the Final Maturity Date in respect of the Term B Facility and (ii) such additional amount as is agreed on that date with the Rating Agencies. For the purposes of this paragraph “Liquidity Facility Factor” means, on any Interest Payment Date, an amount which is equal to the sum A+B+C+D+E+F where: A is equal to the amount of principal under the Term Al Facility which is repayable on such Interest Payment Date; B is equal to the amount of principal under the Term A2 Facility which is repayable on such Interest Payment Date; C is equal to the amount of principal under the Term A3 Facility which is repayable on such Interest Payment Date; D is equal to the amount of principal under the Term B Facility which is repayable on such Interest Payment Date; E is equal to the amount available to be drawn under the Revolving Facility by a member of the WB Group on such Interest Payment Date; and F is equal to the amount of interest payable on amounts A to E on such Interest Payment Date. The Liquidity Facility Agreement will be governed by English law. The Liquidity Facility Agreement will provide that if at any time the rating of certain long-term debt instruments of a Liquidity Facility Provider falls below “A” (or such other long-term rating as is commensurate with the rating assigned to the Notes, from time to time) or a Liquidity Facility Provider refuses to extend the term of the Liquidity Facility, the Issuer may require the relevant Liquidity Facility Provider to pay into a designated bank account of the Issuer (the “Liquidity Facility Reserve Account”) maintained with an appropriately rated bank an amount equal to its undrawn commitment under the Liquidity Facility Agreement. Amounts standing to the credit of such account will be available to the Issuer for drawing in the event of there being a Liquidity Shortfall and in the circumstances provided in the Liquidity Facility Agreement. The Issuer may also, at any time, replace a Liquidity Facility Provider provided that such Liquidity Facility Provider is replaced by an appropriately rated bank and all amounts outstanding to such Liquidity Facility Provider are repaid in full. The Liquidity Facility may be cancelled and all amounts outstanding under it prepaid in the event that the Class A Notes and the Class B Notes if issued by the relevant WB Group Entity (and assuming that the Class B Notes rankedparipassu with the Class A Notes) would be rated at least “A” (or its equivalent) if they were to be rated by the Rating Agencies.

35 The Hedging Agreement and Caps The Hedging Agreement will require the Cap Provider to pay to the Issuer a sum equal to the amount by which three-month sterling LIBOR (calculated in accordance with Class A Condition 4(d)(ii)) exceeds the strike rates (the “Strike Rates”) agreed in respect of each particular Cap calculated on the notional principal amount of such Cap.

The Strike Rates applicable to Caps taken out by the Issuer on the Closing Date will be as follows:

Period Strike rate For the period from (and including) the Closing Date and up to (but excluding) the Interest Payment Date falling in March 2000...... 7.5 per cent. For the period from (and including) the Interest Payment Date falling in March 2000 and up to (but excluding) the Interest Payment Date falling in September 2004 . . . 10.0 per cent. For the period from (and including) the Interest Payment Date falling in September 2004 and up to (but excluding) the Interest Payment Date falling in March 2011 . . . . 12.5 per cent.

In certain circumstances, the Caps may be terminated. The Issuer is not obliged to obtain replacement Caps in the event of such termination or in the event of a downgrading of the Cap Provider.

Under no circumstances will the Issuer be liable to make any payment to any Cap Provider pursuant to any Cap.

Issuer Deed of Charge The Issuer Deed of Charge will be entered into on the Closing Date by, inter alias, the Issuer, the Liquidity Facility Providers, the Revolving Facility Providers, the Financial Adviser, the Note Trustee and the Security Trustee.

Under the Issuer Deed of Charge the Issuer will grant the following security in favour of the Security Trustee who will hold such security on trust for the benefit of itself, the Note Trustee, the Noteholders, the Couponholders, the Cap Provider, the Liquidity Facility Providers, the Revolving Facility Providers and the Financial Adviser (together the “Issuer Secured Parties”):

(9 an assignment by way of a first fixed security ofits rights, title, interest and benefit, present and future, in, to and under the Issuer/WBG Facility Agreement, and any guarantor accession deed entered into pursuant to the Issuer/WBG Facility Agreement;

(ii) an assignment by way of a first fixed security of its rights, title, interest and benefit, present and future, in, to and under the WB Group Deed of Charge (including the security trusts created thereunder) and any debenture entered into pursuant to the WB Group Deed of Charge;

(iii) an assignment by way of a first fixed security of its rights, title, interest and benefit, present and future, in, to and under:

(aa) the Hedging Agreement and each Cap entered into thereunder;

(bb) the Liquidity Facility Agreement;

(cc) the Issuer Revolving Facility Agreement;

(dd) the Class A Note Subscription Agreement;

(ee) the Class B Note Subscription Agreement;

(fI) the Servicing and Cash Management Agreement;

(gg) the Financial Advisory Services Agreement;

(hh) the Agency Agreement; and

(ii) the Fees and Expenses Letter;

36 (iv) an assignment byway of a first fixed security over the amounts from time to time standing to the credit of the Issuer Transaction Account, the Issuer’s Cash Collection Account, the Liquidity Facility Reserve Account and the Revolving Facility Reserve Account (which security interests may take effect as a floating charge and thus rank behind the claims of certain preferential and other creditors);

(v) a first fixed charge over all investments in Short-Term Eligible Investments (as defined below) permitted to be made by or on behalf of the Security Trustee pursuant to the Servicing and Cash Management Agreement (which security interests may take effect as a floating charge and thus rank behind the claims of certain preferential and other creditors);

(vi) an assignment by way of first fixed security of the Issuer’s right, title, interest and benefit, present and future, in and to all Insurance Policies in respect of which the Issuer has an insurable interest and to the proceeds of all claims payable and paid thereunder; and

(vii) a first floating charge (ranking behind the claims of certain preferential and other creditors) over all of the property, assetsand undertakings of the Issuer not already subject to fixed security (but extending over all of its property, assets and undertakings situated in or governed by the laws of Scotland), all as more particularly set out in the Issuer Deed of Charge. The assets of the Issuer, which will constitute the security for the Class A Notes and the Coupons (if any) relating thereto, will also stand as security for amounts payable by the Issuer to the Security Trustee, the Class B Notes and the Coupons (if any) relating thereto under the Issuer Deed of Charge, the Trust Deed and the Agency Agreement; to the Liquidity Facility Agent and the Liquidity Facility Providers under the Liquidity Facility Agreement and the Issuer Deed of Charge; to the Fronting Bank and the Revolving Facility Providers under the Issuer Revolving Facility Agreement and the Issuer Deed of Charge; to the Agent Bank under the Agency Agreement and the Servicing and Cash Management Agreement and to the Financial Adviser under the Financial Advisory Services Agreement and the Issuer Deed of Charge. The Issuer Deed of Charge will contain provisions regulating the priority of application of amounts forming part of such security among the persons entitled thereto prior to service of an Issuer Enforcement Notice pursuant to Class A Condition 9 or Class B Condition 9, as the case may be, and which are more particularly described in “Transaction summary information - Priority ofpaymentsfor the Notes prior to enforcementof the IssuerDeed of Charge”.

On enforcement ofthe security created under the Issuer Deed ofcharge, the Security Trustee is required to apply moneys available (i) in the Issuer Cash Collection Account to the Liquidity Facility Providers and (ii) in the Issuer Transaction Account for distribution in or towards the satisfaction of the following amounts in the following order ofpriority (and in each case only and to the extent that payments or provisions of a higher priority have been made in full): 6) first, in or towards satisfaction, pro rata according to the respective amounts thereof, of (a) the fees or other remuneration and indemnity payments (if any) payable to the Security Trustee or any receiver appointed by the Security Trustee and any costs, charges, liabilities and expenses incurred by it under the provisions of the Issuer Deed of Charge, together with interest thereon as provided for therein, (b) the fees or other remuneration and indemnity payments (if any) payable to the Note Trustee and any costs, charges, liabilities and expenses incurred under the provisions of the Trust Deed, together with interest thereon asprovided for therein(c) the fees and expenses ofanylegal advisers, accountants and auditors appointed by the Issuer, and (d) the fees and expenses of the Paying Agents and the Agent Bank incurred under the provisions of the Agency Agreement, in each case together with value added tax (if applicable) thereon;

(ii) secondZy,in or towards payment (a) of all amounts of agency fees due to the Liquidity Facility Agent under the Liquidity Facility Agreement and (b) (after application of all amounts in the Issuer Cash Collection Account and the Liquidity Facility Reserve Account (if any) for such purpose) of all amounts of principal, interest, commitment fees and any Associated Percentage Costs (as defined in the Liquidity Facility Agreement) due or accrued due but unpaid to the Liquidity Facility Providers under the terms of the Liquidity Facility Agreement but, in the case of the Associated Percentage Costs, up to a maximum aggregate amount of 0.20 per cent. per annum on the maximum aggregate amount available to be drawn under the Liquidity Facility;

(iii) thirdly, in or towards satisfactionpro rata according to the respective amounts thereof, of (a) the fees, costs, expenses and liabilities (together with value added tax thereon (ifapplicable)) ofthe Agent Bank and of the Servicer incurred under the Servicing and Cash Management Agreement, and (b) the fees, costs expenses and liabilities (together with value added tax thereon (if applicable)) of the Financial Adviser incurred under the provisions of the Financial Advisory Services Agreement;

37 (iv) fourthly, in or towards satisfaction pro rata according to the respective amounts thereof, of (a) all amounts of interest due or accrued due but unpaid under the Class Al Notes and the Class Al Coupons (if any) relating thereto, (b) all amounts of interest due or accrued due but unpaid under the Class A2 Notes and the Class A2 Coupons (if any) relating thereto, (c) all amounts of interest due or accrued due but unpaid under the Class A3 Notes and the Class A3 Coupons (if any) relating thereto, and (d) all amounts of interest (but not default interest, commitment fees and any Associated Percentage Costs (as defined in the Issuer Revolving Facility Agreement) due or accrued due but unpaid to the Revolving Facility Providers under the terms of the Issuer Revolving Facility Agreement but, in the case of the Associated Percentage Costs, up to a maximum amount of 0.20 per cent. per annum on the maximum aggregate amount available to be drawn under the Issuer Revolving Facility; (v) ffthly, in or towards satisfaction pro rata according to the respective amounts thereof, of (a) all scheduled amounts of principal pursuant to Class A Condition 5 due or accrued due but unpaid in respect ofthe Class Al Notes, (b) a11 SC h ed u 1e d amounts of principal pursuant to Class A Condition 5 due or accrued due but unpaid in respect of the Class A2 Notes, and (c) all scheduled amounts of principal pursuant to Class A Condition 5 due or accrued due but unpaid in respect of the Class A3 Notes, and (d) (after application of all amounts in the Revolving Facility Reserve Account for such purpose) all amounts of principal (if any) falling due as a result of the amortisation of the Issuer Revolving Facility or accrued due but unpaid to the Revolving Facility Providers under the Issuer Revolving Facility Agreement; (vi) sixthly, in or towards payment of all amounts of interest due or accrued due but unpaid under the Class B Notes and the Class B Coupons (if any) relating thereto; (vii) seventhly,in or towards payment of all scheduled amounts of principal pursuant to Class B Condition 5 due or accrued due but unpaid in respect of the Class B Notes; (viii) eight&, in or towards satisfaction pro rata according to their respective amounts of (a) any other amounts due but unpaid, but excluding any sums referred to in (ii) above, under the Liquidity Facility Agreement to the Liquidity Facility Providers and (b) any o th er amounts due but unpaid, but excluding any sums referred to in (d) of(v) ab ove, under the Issuer Revolving Facility Agreement to the Revolving Facility Providers, (including, without limitation, to the Revolving Facility Provider which is the Fronting Bank); (ix) middy, sums due or overdue to third parties under obligations incurred in the course of the Issuer’s business, including the provision for, and payment of, the Issuer’s liability (if any) to corporation tax (insofar as payment cannot be satisfied out of profits); and (x) tenth&, the surplus (if any) to the Parent. The Liquidity Facility Providers, the Revolving Facility Providers, the Financial Adviser and the other Issuer Secured Parties will each agree that, unless an Issuer Enforcement Notice has been served, it will not take any steps whatsoever to direct the Security Trustee to enforce the security created in its favour under the Issuer 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 the Issuer or to petition or procure the petitioning for the winding-up or administration of the Issuer or the appointment of an administrative receiver in respect of the Issuer. At any time after the Notes shall have become due and repayable and the security created by or pursuant to the Issuer Deed of Charge shall have become enforceable, none of the Noteholders, the Liquidity Facility Providers, the Revolving Facility Providers, the Financial Adviser or any other Issuer Secured Party will be entitled to proceed directly against the Issuer unless the Security Trustee, having become bound so to proceed, fails to do so within a reasonable period and such failure is continuing. The security created under the Issuer Deed of Charge will become enforceable upon the occurrence of an Issuer Event ofDefault (as defined in Class A Condition 9), provided that, if such security has become enforceable otherwise than by reason of a default in payment of any amount due on the Class A Notes, the Security Trustee will not be entitled to dispose of the assets comprising the security or any part thereof unless either a sufficient amount would be realised to allow discharge in full of all amounts owing to the Liquidity Facility Providers, the Revolving Facility Providers, the Class A Noteholders and the Couponholders, or the Security Trustee is of the opinion, which shall be binding on the Liquidity Facility Providers, the Revolving Facility Providers, the Class A Noteholders and the Couponholders, reached after considering at any time and from time to time the advice of the Financial Adviser (or such other professional advisers as are at the time selected by the Security Trustee), that the cash flow prospectively receivable by the Issuer will not (or that there is a significant risk that it will not) be sufficient, having regard to any other relevant actual, contingent or prospective liabilities of the Issuer, to discharge in full in due course all amounts owing to the Liquidity Facility Providers, the Revolving Facility Providers and the Class A Noteholders.

38 The Issuer Deed of Charge will be governed by English law.

Servicing and Cash Management Agreement The Servicing and Cash Management Agreement will be entered into on the Closing Date by, inter alias, the Issuer, WBGL, the Agent Bank and the Security Trustee. Under the Servicing and Cash Management Agreement, the Agent Bank will agree on behalf of, and with the consent of, the Security Trustee to invest in Short Term Eligible Investments to be approved by WBGL, certain sums standing to the credit of the Issuer Transaction Account, the Issuer Cash Collection Account, the Liquidity Facility Reserve Account, the Revolving Facility Reserve Account, the Asset Cover Disposal Proceeds Account and the Net Disposal Proceeds Escrow Account and to invest in Long Term Eligible Investments to be approved by WBGL certain sums standing to the credit of the WB Group’s accounts with the Ancillary Facilities Provider. For these purposes, “Short-Term Eligible Investments” means (i) sterling gilt-edged securities, and (ii) 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 of 90 days or less 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 Banking Act 1987) are rated A- 1 + or higher by S&P, D- 1+ by DCR or as otherwise acceptable to the Rating Agencies. “Long-Term Eligible Investments” means (i) sterling gilt-edged or corporate debt securities, (ii) sterling demand or time deposits, certificates of deposit and short-term debt obligations (including commercial paper) provided that the long-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 Banking Act 1987) are rated “A” by S&P or DCR or as otherwise acceptable to the Rating Agencies or (iii) investments that satisfy the criteria specified above for Short-Term Eligible Investments. WBGL as servicer will agree to provide to the Security Trustee quarterly reports in relation to the Issuer and the cashflows received by it, together with details of any amendments to the Material Contracts which are material or which might have a material adverse effect on the Issuer’s ability to meet its payment obligations and details of any new contracts, licences or franchise agreements into which the Issuer has entered since the previous quarterly report which its Directors consider, in good faith, to be material to the material interests of, interalia, the Issuer and the Security Trustee.

Financial Advisory Services Agreement Under the Financial Advisory Services Agreement, the Financial Adviser will agree to provide the Security Trustee from time to time and at any time when so requested financial and management consultancy advice in relation to the operation of the business and the financial condition of the WB Group. The Financial Adviser will receive an annual fee for providing such a service.

The Fees and Expenses Letter Under the Feesand Expenses Letter, WBGL will agree to pay certain costs, commissions and out ofpocket expensesincurred by the Issuer in connection with the issue and listing of the Notes together with certain ongoing costs and expenses which will be incurred by the Issuer.

USE OF PROCEEDS

The estimated proceeds from the issue of the Class Al Notes will be &42,000,000; the estimated proceeds from the issue of the Class A2 Notes will be f85,000,000; the estimated proceeds from the issue of the Class A3 Notes will be &127,000,000 and the estimated proceeds from the issue of the Class B Notes will be &67,000,000. On the Closing Date, the Issuer will, subject to and in accordance with the IssuerWBG Facility Agreement, make term facility advances to the WB Group of an aggregate principal amount of &321,000,000. Fees and expenses which will be incurred by the Issuer in connection with the issue and the listing of the Notes will be borne by another company in the group ofwhich the Issuer is a member pursuant to a fees and expensesletter (the “Fees and Expenses Letter”) and are expected to be approximately 26.5 million.

39 ‘IHE ISSUER

Introduction The Issuer was incorporated in England under the name ofWelcome Break Finance PLC on 7th July, 1997 (registered number 3402260) as a company with limited liability under the Companies Act 1985. The registered office of the Issuer is at 2 Vantage Court, Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ. The authorised and issued share capital of the Issuer is f50,OOO divided into 50,000 Ordinary Shares of &1 each of which 25~ is paid up on each share. The Issuer is a wholly owned subsidiary ofWelcome Break Holdings Limited.

The WB Group Structure Chart on page 46 sets out the Issuer’s position within the WB Group.

Principal Activities The principal objects of the Issuer are set out in its Memorandum of Association and are, inter alia, to issue securities, financial instruments, investments and derivative contracts, to raise or borrow money, to grant security over its assetsfor such purposes and to lend money with or without security.

The Issuer has not engaged, since its incorporation, in any activities other than those incidental to its incorporation and registration as a public limited company under the Companies Act 19’85, the authorisation of the issue of the Notes and of the other documents and matters referred to or contemplated in this document to which it is or will be a party and matters which are incidental or ancillary to the foregoing.

The Issuer will covenant to observe certain restrictions on its activities which are detailed in Class A Condition 3 and in Class B Condition 3.

Directors and Secretary The directors of the Issuer (all ofwhom are executive directors) and their respective business addressesand other principal activities are:

Name BusinessAddress Other Principal Activities Garth Michael Guthrie Guthrie Associates Limited, Company Director of, inter alia, 1 Little Argyll Street, Queensborough Holdings PLC London WlR 5DB

Richard Taylor Warner Investcorp House Banker 48 Grosvenor Street London WlY 6DH

Nicholas Martin Bryan Investcorp House Banker 48 Grosvenor Street London WlY 6DH

Martyn John Broughton 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ

Nigel John Arthur Patterson 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ

The secretary of the Issuer is Richard Warner, whose business address is Investcorp House, 48 Grosvenor Street London, WlY 6DH. The Issuer has no employees and/or non-executive directors.

The Parent has covenanted in the Issuer Deed of Charge to procure the appointment within 90 days of the Closing Date of an independent director to the Board of Directors of the Issuer, being a person who is not employed by the WB Group.

40 Capitalisation and Indebtedness Statement The capitalisation of the Issuer as at the date of this document, adjusted for the Notes to be issued on the Closing Date, is as follows:

Share capital Authorised and issued 50,000 Ordinary Shares of &I each of which 50,000 ordinary shares have been issued paid up as to 25 pence each 212,500

Loan capital &42,000,000 Class AI Secured Floating Rate Notes Due 2007 (now being issued) &85,000,000 Class A2 Secured Floating Rate Notes Due 2011 (now being issued) &127,000,000 7.95 per cent. Class A3 Secured Notes Due 2015 (now being issued) &67,000,000 8.284 per cent. Class B Secured Notes Due 2017 (now being issued) &321,000,000

Total capitalisation and indebtedness &321,012,500

The Issuer will also enter into, inter alia, on the Closing Date: (a) the Issuer Revolving Facility Agreement; (b) the Liquidity Facility Agreement; and (c) the Fees and Expenses Letter, in each case described under “Summary ofprincipal documents”. 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.

Accountants’ Report The following is the text of a report received by the directors of the Issuer from Coopers & Lybrand Chartered Accountants, the Registered Auditors and Reporting Accountants to the Issuer. The balance sheet contained therein does not comprise the Issuer’s statutory accounts. No statutory accounts have been prepared or delivered to the Registrar of Companies in England and Wales since incorporation. The Issuer’s accounting reference date will be 30th September with the first statutory accounts being drawn up to 30th September, 1998. “The Directors Welcome Break Finance PLC 2 Vantage Court Tickford Street Newport Pagnell Buckinghamshire MK16 9EZ 5th August, 1997 Dear Sirs, We report in connection with the issue by Welcome Break Finance PLC (the “Issuer”) of the &42,000,000 Class Al Secured Floating Rate Notes Due 2007, &85,000,000 Class A2 Secured Floating Rate Notes Due 2011, &127,000,000 Class A3 Secured Notes Due 2015 and f67,000,000 Class B Secured Notes Due 2017 (together, the “Notes”) of the Issuer referred to in the Offering Circular dated 5th August, 1997 in relation thereto. The Issuer was incorporated on 7th July, 1997. A certificate under section 117(l) of the Companies Act 1985, entitling the Issuer to do business and borrow, was issued to the Issuer on 7th July, 1997. Since its incorporation, the Issuer has not traded and has not paid any dividends nor made any distributions. It will enter into a number ofcontracts in connection with issues of Notes and for no other purpose.

41 Our work has been carried out in accordance with the Auditing Guideline: Prospectuses and the Reporting Accountant. In our opinion, the financial information set out below gives, for the purposes of the Offering Circular, a true and fair view of the state of affairs of the Issuer as at 5th August, 1997.

Balance sheet as at 5th August, 1997 Note & Cashatbank ...... 12,500 Capital and reserves 50,000 Ordinary Shares of&l each paid up as to 25~ each ...... (2) 12,500

Notes: (1) Historical cost accounting note: The financial information has been prepared under the historical cost convention and in accordance with applicable accounting standards. (2) The authorised share capital of the Issuer comprises 50,000 ordinary shares of fl each. (3) It is expected that on 12th August 1997, costs associated with the issue ofthe Notes will be approximately f6.5 million. These costs will be ultimately borne by another company in the group of which the Issuer is a member. Yours faithfully

Coopers & Lybrand Chartered Accountants”

42 THE WELCOME BREAK GROUP

Welcome Break Group Limited

Introduction WBGL was incorporated in England on 18th January, 1996 (registered number 3147949) as a private company with limited liability under the Companies Act 1985 with the name 864th Shelf Trading Company Limited. It changed its name to Forte Motorway Services Limited on 19th July, 1996, to Welcome Break Limited on 6th November, 1996 and to its present name on 8th May, 1997. The registered office ofWBGL is at 2 Vantage Court, Tickford Street, Newport Pagnell, Buckinghamshire, MK16 9EZ. WBGL’s authorised share capital is &35,000,000 divided into 104,000,000 ordinary shares of25p each and 36,000,OOOcumulative participating redeemable preference shares of 25p each and its issued share capital is f29,740,675 divided into 88,032,398 ordinary shares of 25p each and 30,930,302 cumulative participating redeemable preference sharesof25p each. The entire issued share capital ofWBGL is fully paid up and is owned by the Parent. The WB Group Structure Chart on page 46 identifies WBGL’s position within the WB Group. WBGL has two subsidiaries, WBL and MSL, details of which are provided below. A table showing the consolidated capitalisation and indebtedness of WBGL is set out on page 90.

Principal Activities The principal objects of WBGL as set out in its Memorandum and Articles of Association are, inter aha, to carry on the businesses and operations performed by traders, distributors, owners and operators, to provide services of all kinds and act as advisers, specialists and financiers, and to perform and carry out all kinds of commercial, industrial, trading and financial operations and enterprises. WBGL will covenant to observe certain restrictions on its activities which are contained in the Issuer/WBG Facility Agreement and the WB Group Deed of Charge.

Directors and Secretary The directors of WBGL and their respective business addresses and other principal activities are: Name BusinessAddress Other Principal Activities Garth Michael Guthrie Guthrie Associates Limited, Company Director of, inter alia, 1 Little Argyll Street, Queensborough Holdings PLC London WlR 5DB Richard Taylor Warner Investcorp House Banker 48 Grosvenor Street London WlY 6DH Martyn John Broughton 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ Nigel John Arthur Patterson 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ The secretary of WBGL is Richard Warner, whose business address is Investcorp House, 48 Grosvenor Street, London WlY 6DH.

43 Welcome Break Limited

Introduction WBL was incorporated in England on 30th June, 1983 (registered number 1735476) as a private company with limited liability under the Companies Acts 1948 to 1981 with the name Icemill Limited. It changed its name to Trusthouse Forte Service Areas Limited on 17th August, 1983, to Forte Welcome Break Limited on 3rd June, 1991, to Welcome Break Group Limited on 6th March, 1997 and to its present name on 8th May, 1997. The registered office of WBL is 2 Vantage Court, Tickford Street, Newport Pagnell, Buckinghamshire, MK16 9EZ. WBL’s authorised share capital is &16,500,000 divided into 15,000,OOOOrdinary Shares of &l each, l,OOO,OOO“A ” Redeemable Shares of $1 each and 500,000 “B” Redeemable Shares of fl each and its issued share capital is &16,500,000 divided into 15,000,OOOOrdinary Shares of&l each, l,OOO,OOO“A ” Redeemable Shares of &l each and 500,000 “B” Redeemable Shares of&l each. The entire issued share capital ofWBL is fully paid up and is owned by WBGL. The WB Group Structure Chart on page 46 identifies WBL’s position within the WB Group. WBL owns 91.67 per cent. of the issued share capital of MSL. A table showing the capitalisation and indebtedness of WBL is set out on page 91.

Principal Activities The principal objects of WBL as set out in its Memorandum and Articles of Association are, inter alia, to carry on the businesses and operations performed by traders, distributors, owners and operators, to provide services of all kinds and act as advisers, specialists and financiers and to perform and carry out all kinds of commercial, industrial, trading and financial operations and enterprises. WBL will covenant to observe certain restrictions on its activities which are detailed in the Issuer/ WBG Facility Agreement and the WB Group Deed of Charge.

Directors and Secretary The directors of WBL and their respective business addresses and other principal activities are: Name BusinessAddress Other Principal Activities Garth Michael Guthrie Guthrie Associates Limited Company Director of, inter alia, 1 Little Argyll Street, Queensborough Holdings PLC London WlR 5DB Richard Taylor Warner Investcorp House Banker 48 Grosvenor Street London WlY 6DH Martyn John Broughton 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ Nigel John Arthur Patterson 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ The secretary of WBL is Richard Warner whose business address is Investcorp House, 48 Grosvenor Street, London WlY 6DH.

44 Motorway Services Limited

Introduction MSL was incorporated in England on 14th September, 1959 (registered number 637019) as a private company with limited liability under the Companies Act 1948. The registered office ofMSL is at 2 Vantage Court, Tickford Street, Newport Pagnell, Buckinghamshire, MK16 9EZ. MSL’s authorised share capital is &60,000 divided into 60,000 ordinary shares of&l each and its issued share capital is &60,000 divided into 60,000 ordinary shares of fl each. WBL owns 55,000 of the issued ordinary share capital of MSL and the remaining 5,000 ordinary shares are owned by Texaco Limited. The entire issued share capital of MSL is fully paid up. The WB Group Structure Chart on page 46 identifies MSL’s position within the WB Group. MSL does not have any subsidiaries. A table showing the capitalisation and indebtedness of MSL is set out on page 92.

Principal Activities The principal objects of MSL as set out in its memorandum and articles of association are to carry on the businesses and operations performed by traders, distributors, owners and operators, to provide services of all kinds and act as advisers, specialists and financiers and to perform and carry out all kinds of commercial, industrial, trading and financial operations and enterprises. MSL will covenant to observe certain restrictions on its activities which are detailed in the Issuer/WBG Facility Agreement and the WB Group Deed of Charge.

Directors and Secretary The directors of MSL and their respective business addresses and other principal activities are: Name BusinessAddress Other Principal Activities Garth Michael Guthrie Guthrie Associates Limited Company Director of, inter alia, 1 Little Argyll Street, Queensborough Holdings PLC London WlR 5DB Richard Taylor Warner Investcorp House Banker 48 Grosvenor Street London WlY 6DH Martyn John Broughton 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ Nigel John Arthur Patterson 2 Vantage Court, Company Director Tickford Street, Newport Pagnell, Buckinghamshire MK16 9EZ Mark Richard Goldspink 1 Westferry Circus Manager of retail sales at Texaco Canary Wharf Limited and director of Star Service London El4 4HA Stations Limited The secretary of MSL is Richard Warner whose business address is Investcorp House, 48 Grosvenor Street, London WlY 6DH.

45 The WB Group Structure Chart

Welcome Break Holdings Limited

Welcome Break Finance PLC 1 I I Welcome Break I I Group Limited Abington MSA Birchanger Green MSA I Burtonwood MSA 100% Charnock Richard MSA Coney MSA Fleet MSA Welcome Break 1 Gordano MSA Limited Hartshead Moor MSA Keele MSA Leicester Forest East MS1 Membury MSA 91.67% 8.33% Michaelwood MSA Newport Pagnell MSA Sarn Park MSA riiiz&F L Scratchwood MSA Sedgemoor MSA South Mimms MSA Warwick MSA Woodall MSA Title to Wheatley MSA

I. MSL has a subordinate leaseholdinterest in each of these sites but owm thefreehold of the Travelodge at Charnock Richard and Nmport Pagnelland the leasehold interest in the Eavelodge at Keele. 2. See “Special Factors - Gretna Green”:

46 THE MSA INDUSTRY

Overview The first MSA was opened in the United Kingdom in 1960. It offered little more than a petrol station, toilets and a small cafeteria. Today, there are 70 MSAs in the United Kingdom, offering a wider range of services - fuel, restaurants, merchandise retailing, picnic areas, video games, telephones and toilets. Some of the newer MSAs provide customers with additional services such as tourist information and booking offices, banking facilities and business centres. Many locations have lodges/budget hotels which benefit from the nearby catering and retail facilities.

Facilities and services MSAs derive their revenues from several distinct activities.

Fuel retailing: Fuel, both gasoline and diesel fuel, is usually the largest contributor to an MSA’s total revenues but contributes disproportionally less in terms of total profitability. Fuel is sold in an area of an MSA facility which is called the ‘forecourt’ which, essentially, is a large gasoline station with up to 13 multi-hose fuel pumps able to accommodate up to 26 cars at a time. Fuel is supplied in one of two ways: an operator will either operate a forecourt under licence (or franchise) from an oil company or negotiate a “supply” or “dealer” agreement with an oil company. Welcome Break sells fuel under licensing agreements at virtually all its locations.

In the casewhere the forecourt is operated under licence from an oil company, the forecourt’s capital and maintenance costs are typically borne by the oil company. The oil companies have total discretion as to the price at which they supply fuel to the licensee. The licensee receives a margin per litre of fuel sold on that forecourt. The MSA operator will typically pay all operating costs. The oil company will generally, however, reimburse the MSA operator for certain operating costs and the charges levied by credit and charge card companies. The reimbursements are not standard and vary from agreement to agreement. In the case of a supply or dealer agreement with an oil company, the operator is typically responsible for the cost of building and maintaining the forecourt, the tanks and the pumps as well as the operating costs.

Most MSA petrol forecourts also have a convenience store at which the customer can buy prepared food items and beverageswithout having to enter the main building of the service area. These stores also carry essential items for motor vehicles such as oil and lubricants. On licensee locations, the operator is also likely to pass a small percentage of revenue generated by non-fuel forecourt retail sales to the oil company.

Food services: Food services generally are provided and managed by the MSA operator, who is responsible for the capital and maintenance costs of the building and the operations.

The overall motorist food service sector in the United Kingdom generated estimated revenues of approximately 2430 million in the 1995 calendar year and is fairly evenly split in value between MSAs and roadside diners. It has been estimated that in early 1996, there were approximately 590 outlets for roadside catering including 70 outlets in MSAs.

Growth in food and drink salesthrough MSAs is believed in part to be attributable to improvements in the facilities within the MSAs, and the addition of branded fast-food restaurants on MSA locations. Whilst traditionally MSAs developed and operated their own brands, in the last few years, Granada has introduced Burger King, Harry Ramsden and Rock Island Diner outlets at its MSAs, Road Chef has introduced Wimpy and Welcome Break has introduced Kentucky Fried Chicken at three locations and McDonald’s at two other MSAs.

The use of retail brands provides customers with a potentially greater selection of goods and services and introduces an element of MSA differentiation. Loyalty card schemes are designed to reinforce this behaviour among high mileage drivers.

Retailing: Retail shops located in the MSAs carry general items such as magazines,prepared food items, sweets and chocolates, compact discs and cassettes for entertainment, small toys for children and other items motorists and passengers may need during a journey.

Lodges: There has been significant development activity in the United Kingdom by both domestic and overseas hotel operators over the last decade. Modern roadside lodges aim to offer a service level between that of high quality full service properties and those of private hotels, guest houses and bed and breakfast establishments which may not always offer a consistent level of accommodation.

47 The majority of modern roadside lodges are branded and are built to run to a set formula. They tend to have between 30 and 60 rooms and require payment on arrival. The rooms generally include a TV, radio/alarm clock, tea/coffee tray and sometimes a telephone. Usually there is no porterage, guest laundry service or room service but some hotels have meeting rooms. A restaurant and a car park are generally located nearby. The lodge business benefits from low operating costs and a simple management structure. At the beginning of 1996, there were 430 lodges or budget hotels open for business of which 381 were operated by 9 principal lodge operators. Out of this, 50 lodges were located in MSAs. The total number of rooms in the lodges run by the major chains exceeded 17,000 and the average price (in 1996) was 535 per night. The size of the market by turnover was estimated by New Leisure Markets to be approximately 2135 million in 1995. Granada, with 143 lodges, is the largest lodge operator followed by Whitbread with 133 lodges and Greenalls with 24 lodges. Welcome Break is the fourth largest with 17 lodges; however, it is the second largest operator of lodges in the MSA industry, being behind only Granada which has 24 lodges located in its MSAs.

Site Ownership Historically the majority of MSA locations in the United Kingdom were leased from the DOT at a peppercorn rent under 50-year term leases.The leaseswere generally granted in 1979 or 1980 to the party that was successful in the original site tender process. The majority ofprimary leasesare owned by the MSA operators, with sub-leases to fuel retailers or caterers. In 1994, the DOT started the process of selling the 47 freeholds that it owned subject to the existing lease agreements. In 1995, it disposed of the first tranche of 30 freeholds. The purchasers were required to enter into signage agreements and covenants with the DOT which formally set out the minimum levels of service and identified the services to be provided. These obligations reflect those in the leases (see Regulatory Environment - below). The freeholder’s approval is required in the event of a sale, assignment or sub-lease of an MSA site but in most casesit may not unreasonably withhold such consent.

Traffic Trends Growth in car ownership and kilometers driven has probably been the most important factor contributing to the long-term growth of the industry historically and it is likely to be a significant factor in the future. The United Kingdom has an extensive and developed road network. The total length of all roads is estimated at 365,000 kms ofwhich 51,000 kms are classified as major roads. In the current political environment, it is possible that, rather than expanding the existing network, Government efforts will focus on reducing congestion and improving traffic flow through either the widening of existing roads, as opposed to building entirely new ones or, promoting other forms ofpublic transport such as the railways. Widening of roads and other road works can temporarily reduce the traffic at an MSA. While the growth in total road kilometers in the United Kingdom has been small, the increase in vehicular traffic over the same period has been substantial. The DOT estimates vehicle traffic on the basis of passenger kilometers travelled, thereby taking into account the frequency of use and the distance travelled. Based on DOT figures, vehicle traffic increased from 276.9 billion km in 1981 to 421.9 billion km in 1994, an increase of 52%. U.K. Vehicle Traffic fin Millions) 1981 1986 1991 1994 % change Vehicle Passenger Km 276.9 325.3 411.6 421.9 52.4% Of which: Motorways 29.3 40.8 61.0 66.7 127.6% Trunk/Principal Roads 135.6 158.6 196.5 199.3 47.0% Source: Department of Transport As the above table indicates, the use of motorways has intensified with traffic having risen by approximately 128% over the 13 year period (6.5% per annum growth rate) compared with an increase of47% (3% per annum growth rate) on non-motorway major roads. The expansion of the motorway network is partially responsible for this, but also, as traffic volume has increased, motorways are generally considered to have better traffic flow and be a quicker travel route. Analysis of annual change in vehicle passenger kilometers travelled indicates that there is a direct relationship between economic growth and traffic levels. For example, the growth in traffic from 1986 to 1991 during a period of economic expansion was 5.3% per annum while the growth between 1991 and 1994, a period of recession, was less than 1% per annum.

48 Another reason for the growth in vehicular traffic is that a greater percentage of the population is driving and more cars are owned as a percentage of total households.

Drivers and Owners of cars in the U.K. 1976 1986 1991 1994 Households with: 1 car 44% 45% 45% 44% 2 cars 10% 15% 19% 20% Adults with Driving Licences: Men 69% 74% 80% 81% Women 29% 41% 49% 54%

Source: Monthly Digest of Statistics

Both young and old demographic groups are more likely to be drivers now than twenty years ago. In 1976, only 28 per cent. of 17-20 year olds had a driving licence. This figure is now 48%. Among the over-7Os, the proportion of drivers has more than doubled, from 15 per cent. in 1976 to 33 per cent. currently. Of particular importance has been the higher number ofwomen drivers. While an extra 10% ofmen have become drivers since the 1970s an additional 25 per cent. ofwomen have passed their driving test since then. This trend can be partly ascribed to there being more women working but also through there being a much greater reliance on the car in consumer lifestyles which is also reflected in household ownership of cars, as illustrated in the table above. However, possibly one of the more noteworthy statistics from a recent DOT and National Travel Survey study is that the averageUnited Kingdom resident travelled 5,235 miles by car, lorry or van in 1994, compared with around 4,000 miles in the mid-1980s and 3,300 miles in the mid-1970s.

Regulatory Environment The DOT and the Highways Agency initially were responsible for the development of MSAs in the United Kingdom. Until 1992, the DOT was responsible for regulating, identifying, acquiring and monitoring planning permission for MSA development, and subsequently offering locations to private operators through a tender process. Locations had to provide a minimum specified range of services at intervals of approximately 30 miles. The DOT acted as landlords, leasing MSA locations to operators in return for lease payments, generally a large front-end payment and then nominal annual rents. The dependence on the DOT to identify and secure planning permission for each new site was generally recognised in the industry as being inefficient, a restriction on competition and an obstacle to industry growth.

In August 1992, the Government announced that it would allow the private sector to take the initiative in identifying new MSA locations and independently seek planning consent from local authorities. The freehold purchase of locations by the private sector was also permitted. This policy was designed to accelerate the development of MSAs on the expanded motorway network and to introduce more competition to encourage improvements in quality and standards. The DOT continues to control all existing and new locations through signage agreements and through covenants retained after the sale of freehold locations. The signage agreements permit the MSA operator to advertise the services offered at the MSA in advance on the motorway. They are located on land belonging to the Secretary of State for Transport and are subject to controls governing changes to the information displayed on them. They are granted in consideration of the MSA operator providing certain minimum facilities at the relevant MSA. This control ensures a minimum level of service, 24 hours a day, including sale of fuel, free parking and free toilets. In the case of newly developed locations, such requirements extend to picnic areas and access for the disabled to be provided. The list of compulsory services (i.e. services required by government regulation) and a list of discretionary services commonly found in MSAs is provided below:

Compulsoy services Discretionay services

l 24-hour/365 day opening for basic l Different catering formats compulsory facilities including fast food l Parking space (free for 2 hours) for cars, coaches and HGVs l Video games l Petrol, oil etc. l General stores l Toilets (including disabled access) l Automated Teller Machines l Telephones l Lodging l Picnic areas l Children’s play area l Food and non-alcoholic drink

49 As part of the deregulation of the MSA market, the DOT in 1992 reduced the minimum advised spacing between two adjacent MSAs from 30 miles to approximately 15 miles. Additionally, in order to avoid congestion of the motorways, regulations continue to prohibit the development of MSAs as “journey destinations” (being large scale leisure facilities or retail malls to which customers travel specifically for the services and products offered). The general aim of national and local government regulation on the MSA industry has been (i) to ensure that motorists have an adequate level of service at regular intervals along all motorways, and (ii) to regulate the distance between MSAs to prevent congestion on motorways, many ofwhich traverse the open countryside. As a result ofthe latter objective, the level of direct competition among MSAs has been limited. A significant change in the regulatory environment affecting motorways and the MSA industry is not foreseen.

Competition There are currently 70 MSAs in the United Kingdom of which 62 are operated by the three major MSA operators: Granada, the WB Group and Road Chef. In principle, the development of new sites has been open to competition since 1992 but despite there having been in excess of 100 applications for planning permission to develop new MSAs, only approximately 20 new sites have been granted such planning permission. The industry is regulated (as described under Regdatory Environment above) and Government regulations prohibit the sale of alcohol and the development of MSAs into “journey destinations”, incorporating such facilities as large scale leisure complexes or shopping malls. The following pie chart shows the number ofMSA’s currently owned and operated in the United Kingdom divided up according to their ownership.

Number of MSAs

Granada 29

50 THE WELCOME BREAK GROUP’S BUSINESS

Introduction The WB Group is the second largest operator of MSAs in the UK and operates 21 MSAs (two of them through JV Entities) and 17 roadside lodges on motorways throughout the UK. The WB Group also has outline planning permission to develop a new MSA and lodge at the Wheatley Site.

The most important MSAs in the WB Group’s MSA portfolio are at Corley, Fleet, Membury, Warwick and Woodall. Each of these MSAs contributed over &20 million in revenues for the 12 month period ended 28th September, 1996. The location of the WB Group’s MSAs is illustrated on the map set out on page 53.

The WB Group owns the freehold (or the Scottish equivalent) on eight of its 21 MSAs. The freeholds of five locations are held by third parties and the remaining eight are held by the DOT. The current head office of the WB Group is located in leased offices at Vantage Court in Newport Pagnell, close to the MSA.

Lines of Business The WB Group generates revenue from five business lines: (i) fuel retailing, (ii) catering, (iii) retailing, (iv) lodging and (v ) games and other services. The WB Group has traditionally developed its own food service brands as well as working with third-party operators.

An analyis of the contribution made by the various business lines in terms of salesand gross profits over the twelve month period ended 28th September, 1996 is set out below. Fuel sales and sales from the forecourt shops account for the largest proportion of sales at approximately 66 per cent.. Catering (the next largest contributor) accounts for approximately 18 per cent. of sales. In contrast, catering accounts for approximately 53 per cent. of gross profit while fuel sales and sales from the forecourt shops account for approximately 13 per cent. of gross profit.

Contributions to sales and gross profit for the twelve months to 28th September, 1996

Sales Gross Profit

Games Fuel Fuel & Other 61% Forecourt 6%

Total: rf335.3 million’ Total: f85.4 million

1This figure does not include rents receivable of 58.4 million.

FuelRetailingzWelcome Break has a total of34 fuel stations in its 21 MSAs including one fuel station on each side of the motorway at 13 MSAs. All stations are run by the WB Group under licensing agreements with the oil companies. Of the 34 fuel stations, 22 are currently operated under the Shell brand and 12 under the BP/Mobil brand. In addition, one or two pumps at a number of sites are operated under the Texaco brand name (as a second brand).

All fuel stations have a convenience store which sells retail products for motor vehicles (such as oils, lubricants, etc.) as well as packaged food, beverages, confectionery, magazines, and other goods. The size of the store as well as the merchandising assortment varies from one fuel station to another.

51 The oil companies generally sub-lease the fuel stations from the WB Group for a period of up to 25 years, paying an annual rent, and in turn licence the operation back to the WB Group. Licensing agreements with the oil companies are typically for a period offive years and, on expiry, are renewable for further five-year periods (or such shorter period as commercially may be agreed). The oil companies are restricted under the terms of their sub-lease from licensing the fuel station operation to a third party unless the relevant WB Group company commits a breach of the licence, becomes insolvent or has a receiver appointed to it. As a licencee, the WB Group directly operates all the fuel stations. It receives all the revenues, retains an agreed fixed margin per litre sold and bears all the operating costs including employees’ salaries and general maintenance. However, the price at which fuel is sold and the operating standards which the WB Group must maintain are set by the oil companies. Individual licensing agreements between the WB Group and different oil companies will differ in certain respects.

CateringfIn general, catering facilities are operated and managed by the WB Group. Historically, the WB Group developed its own range of catering brands, but more recently it has entered into other arrangements to include other brands at its MSAs. The brands operated at WB Group’s MSAs include: 7;CeGranary - common to all the WB Group MSAs. It is a self service restaurant providing hot and cold food including special vegetarian meals, international and ethnic foods, a children’s menu and a large range of salads. The Granary is designed to manage high volumes efficiently. Julie’s Pantry/Express - provides eat-in or take-away burgers and similar fast foods and hot and cold drinks. It is operated at eight MSAs. La Baguette- operated at five MSAs. It offers eat-in or take-away sandwiches and freshly baked baguettes with a variety of fillings. Kentucky Fried Chicken - operated on a franchise basis at three MSAs with a percentage of sales payable to the franchise owner. It offers eat-in or take-away fried chicken and other fast foods. Little Chef- operated at 17 of the 21 MSAs. It provides a waitress service and offers hot and cold food and children’s menus. The WB Group has agreed with Granada (subject to OFT approval) that it will rebrand these restaurants by 1st November, 1997. McDonald’s - operated at two MSAs (Fleet & Woodall). It offers eat-in or take-away hamburgers and hot and cold drinks. Cafi Prima - a continental style cafe found at six MSAs. It has a small salesarea selling a selection offreshly brewed coffee, pastries, cakes and biscuits. Sbarro - an Italian style eatery based upon a U.S. format providing pizza and pasta. It operates at five MSAs and is run on a franchise basis with a percentage of sales payable to the franchise owner. The new management has begun to review the existing branding arrangements and this review process is continuing.

Ret&g:All MSAs have a retail goods outlet as an integral part of the business. Each shop sells confectionery, newspapers, snacks, tobacco, gifts, magazines, music and other goods aimed towards motorists and travellers.

Lodges:The WB Group operates 16 Travelodges and one Welcome Lodge at 16 ofits MSAs (there are two lodges at Warwick) providing a total of 17 lodges with 943 rooms for customers who wish to break their journey with an overnight stay. The average number of rooms per lodge is 55. The WB Group lodge format is similar to the lodge style accommodation provided by competitors such as Granada, Whitbread (Travel Inn), and Greenalls (Premier Lodges). Each lodge room is large enough to sleep three adults, a child under 12 years of age and an infant. The price for the room is the same whether it is occupied by a single traveller or a family. Every room has an en-suite bathroom and shower, tea and coffee making facilities, T.V. and a radio alarm. Each lodge benefits from having food service facilities at the MSA nearby. The “Travelodge” name has been retained by Granada, and the WB Group was granted the right to use the “Travelodge” name until 6th September, 1997. The WB Group is taking steps to rebrand these Travelodges. The lodges are booked directly through the “Roomline” reservation system used by the WB Group and Granada. The WB Group is permitted to continue using the “Roomline” reservation system until 6th March, 1998 and will be implementing its own reservation system thereafter.

52 Games andot%erservices:The WB Group has developed a “Game Zone” at 19 of its MSAs, providing a range of gaming machines and video games. In addition, the WB Group provides telephone and overnight/long stay parking facilities and, at some of its sites, banking facilities, tourist information and vehicle recovery services.

Location of the WB Group MSAs The map below shows the location of the MSAs owned and/or operated by the WB Group.

1. Abington 2. Gretna Greer+ 3. Hartshead Moor 4. Woodall 5. Leicester Forest East 6. Newport Pagnell (Head Office) 7. Birchanger Green 8. South Mimms 9. Scratchwood 10. Wheatley’. 11. Fleet 12. Membury 13. Gordano 14. Sedgemoor 15. Sarn Park 16. Michaelwood 17. Ross Spu+ 18. Warwick 19. Corley 20. Keele 21. Burtonwood 22. Charnock Richard l. 7% sitehas notyet beendeveloped, although outlineplanningpermission hasbeen obtained. 2.These sites are held in partnership with BP and do notform part of the WB MortgagedProperties.

53 FINANCIAL INFORMATION

Summary

The WB Group MSAs are held by different entities in the WB Group and in some instances there have been changes in their ownership. The current WB Group structure is summarised in the section entitled “7h WelcomeBreak Group” on page 44. Parts A to D of this section of this document set out detailed financial information on the relevant companies in the WB Group. Set out below is summary information, extracted from those parts. The financial information set out below comprises: (a) for the financial years ended 31st January, 1995 and 1996, information extracted from the audited financial statements of WBL and MSL for those years. It should be noted that the information for WBL is consolidated and, therefore, incorporates the net assets and results of MSL of which WBL owns 91.67% of the issued ordinary share capital. The financial information excludes the net assets and results of three MSAs (Abington, Birchanger Green and Warwick) and the two MSAs held through JV Entities (Ross Spur and Gretna Green), the interests in these JV Entities having been transferred (with the exception of Gretna Green) to WBGL after 31st January, 1996; and (b) for the twelve month period ended 28th September, 1996 and the eight-month periods ended 23rd May, 1996 and 22nd May, 1997, unaudited pro-forma information has been prepared. This pro-forma information has been prepared on a combined basis to show the net assetsand results for these periods ofthe MSAs (including the two MSAs held throughJV Entities at Ross Spur and Gretna Green, the latter held in trust for WBGL) which comprise the existing WB Group. Consolidated audited accounts, including the net assets and results of all the MSAs, have not been prepared for any period. Twelve month Eight month Eight month Financialyears ended period ended period ended period ended 31st lamhan,_. (note3), 28th September, 23rd May, 22nd May, 1995 1996 1996 1996 1997 &‘ooo .rooo &‘ooo &‘ooo &‘ooo Unaudited Unaudited Unaudited pro-forma pro-forma pro-forma

Turnover - WBGL (note 1). n/a n/a 343,620 201,342 241,368 - WBL (note 2) . . 279,712 276,597 n/a n/a n/a EBITDA (note 4) - WBGL (note 1). n/a n/a 35,564 15,703 22,343 - WBL (note 2) , , . . 30,264 23,661 n/a n/a n/a Operating profit - WBGL (note 1)...... n/a n/a 32,209 13,460 20,209 - WBL (note 2) ...... 26,874 20,673 n/a n/a n/a Profit before tax - WBGL (note 1). . . * * n/a n/a 31,760 12,502 19,670 - WBL (note 2) ...... 27,238 20,998 n/a n/a n/a Net assets - WBGL (note 1)...... n/a n/a n/a n/a 468,751 - WBL (note 2) ...... 249,147 244,381 n/a n/a n/a Notes and explanation of the kinancial information presented in this document 1 Extracted from Part A of this section of the document. For the periods ended 28th September, 1996,23rd May, 1996 and 22nd May, 1997 the information is on a pro-forma combined basis asWBGLwas only incorporated inJanuary, 1996 and the net assetsofWBL and MSL and the remaining MSAs (with the exception ofthe two joint ventures ofwhich Ross Spur was transferred in December 1996 and Gretna Green is held in trust for WBGL), previously owned by Forte (UK) Limited, were transferred in September 1996. Audited financial statements ofWBGL were filed on an entity basis for the period from its incorporation to 28th September, 1996 and extracts therefrom are presented in Section C of Part A of this section of the document. 2 Extracted from Part B of this section of the document. For the two financial years ended 31st January, 1996, the information is on a consolidated basis comprising WBL and MSL. For these financial years, the financial information includes the results and assetsof five trunk road sites that no longer form part of the WB Group. For the period ended 28th September, 1996 audited financial statements were filed on an entity basis. Extracts from each of these financial statements are presented in Part B ofthis section of the document. 3 Financial information has not been presented in the summary table above for MSL for the two financial years ended 3 1st January, 1996 since its net assetsand results are included in the consolidated financial information ofWBL for those years. However, extracts from the filed audited financial statements of MSL for those financial years and for the period ended 28th September, 1996 are presented in Part C of this section of the document. 4 EBITDA represents earnings before interest, tax, depreciation and amortisation. In the detailed financial information in this section of the document, EBITDA is equivalent to gross trading profit.

54 PART A

Financial information on WBGL

Introduction Section A below sets out unaudited pro-forma combined financial information for the period 29th September, 1996 to 22nd May, 1997 and the eight month period ended 23rd May, 1996. Section B sets out unaudited pro-forma combined financial information for the twelve month period ended 28th September, 1996. The unaudited pro-forma combined financial information in Sections A and B below include the results and net assetsof WBGL, its two subsidiaries, WBL and MSL, and the two 50 per cent. joint ventures. Section C sets out audited non-consolidated financial information for the period from WBGL’s incorporation to 28th September, 1996. WBGL was incorporated in January 1996 originally to hold the interest in three MSAs and 50 per cent. interests in two joint ventures previously held directly by August Hotels Limited in preparation for their disposal. It filed its first audited financial statements (on an entity basis) for the period ended 28th September, 1996. The assetsand liabilities were transferred in September 1996. Consequently the results for the period only cover approximately one month’s trading. WBGL owns the freehold interest in certain MSAs operated by WBL. Section A - Unaudited pro-forma combined financial information of WBGL

Unaudited pro-forma profit and loss accounts Eight month periods ended 23rd May, 22nd May, 1996 1997 PO00 .Fooo Unaudited Unaudited pro forma proforma combined combined Turnover (note 1) ...... 201,342 241,368 Operating costs...... (185,639) ‘(219,025) Gross trading profit (note 1) ...... 15,703 22,343 Depreciation...... (2,243 WW Operating profit (note 1)...... 13,460 20,209 Net interest payable ...... W-9 (539) Profit on ordinary activities before taxation ...... 12,502 19,670 Tax on profit on ordinary activities (note 2) ...... WW (2,335) Profit on ordinary activities after taxation ...... 8,626 17,335 Minority interests ...... (475) (337) Profit for financial period...... 8,151 16,998 Dividends ... .’ ...... (6) (214 Retained profit for period...... 8,145 16,786

Notes to the unaudited pro-foma profit and loss accounts of WJSGL for the periods ended 23rd May, 1996 and 22nd May, 1997. 1 The WB Group does not produce full financial statements on an entity basis during the year. However, the unaudited revenue, gross trading profit and operating profit ofthe principal entities comprising the Group (excluding, for the avoidance ofdoubt, the two 50 per cent. joint ventures) for the eight months ending 22nd May, 1997 was: WBGL WBL MSL &‘ooo .cooo &‘ooo Turnover ...... 40,917 150,073 39,171 Gross trading profit . . . . . 3,092 16,037 2,756 Operating profit ...... 2,671 14,827 2,386 2 For the purposes ofthese unaudited results, taxation has been charged at a rate 31 per cent. ofprofit on ordinary activities. The charge for the period ended 22nd May, 1997 has been reduced due to an over accural of tax in prior years and a deferred tax credit.

55 Unaudited pro-forma combined balance sheet as at 22nd May, 1997 22nd May, 1997 &‘ooo Unaudited Fixed assets Net book value ...... 477,254

Current Assets Stocks ...... 8,180 Trade debtors ...... 5,813 Debtors ...... 13,365 Cash at bank and in hand...... 6,281 Total current assets ...... 33,639 Less: current liabilities Trade creditors ...... (6,881) Other creditors ...... (35,261) Total current liabilities ...... (42,142) Net cm-rent assets ...... @SW Net assets...... , ...... 468,751

Capital, loans, reserves Share capital ...... 29,741 Share premium account...... 43,211 Merger reserve...... 367,847 Goodwill write off reserve (note 1)...... (144,266) Profit and loss reserve ...... 19,562 Revaluation reserve (note 2)...... 142,995 Shareholders’ funds ...... 459,090 Minority interest ...... 9,661 468,75 1

Notes and explanations to the unaudited pro-forma combined balance sheet of WBGL at 22nd May, 1997 1. The goodwill write off reserve arose on the acquisition of the Welcome Break business from Forte (UK) Limited in September 1996. 2. The revaluation reserve reflects the revaluation carried out at the time ofthe acquisition ofthe WB Group by the Parent in March 1997 and detailed below. 3. The determination of goodwill arising on the acquisition of the WB Group by WBHL has yet to be completed. Until this is finalised, it is not possible to determine the extent, if any, that any fair value adjustments that have arisen on that acquisition will be reflected in the accounts of the WB Group, except for the revaluation of tangible fixed assetsreferred to in note 2 above.

56 Section B - Unaudited pro-forma combined financial information for the twelve month period ended 28th September, 1996 Unaudited pro-forma combined profit and loss account Twelve month period ended 28th September, 1996 &‘ooo Unaudited pro-forma Turnover ...... 343,620 Operating costs ...... (308,056) Gross trading profit ...... 35,564 Depreciation ...... (3,355) Operatingprofit ...... 32,209 Net interest payable ...... (449) Profit on ordinary activities before taxation...... 31,760 Tax on profit on ordinary activities (note 1) ...... (9,846) Profit on ordinary activities after taxation...... 21,914 Minority interest ...... (992) Profit for financial period ...... 20,922 Dividends ...... (74) Retained profit for period ...... 20,848 L

Notes to the unaudited combined profit and loss account of WBGL for the twelve month period ended 28th September, 1996. 1. For the purposes of these unaudited combined proforma results, taxation has been charged at a rate of 31 per cent.

Section C - Period ended 28th September, 1996 The following information is extracted from the audited accounts ofWBGL for the period from incorporation on 18th January, 1996 to 28th September, 1996 (although WBGL only commenced trading on 5th September, 1996). These accounts were audited without qualification by the auditors to WBGL prior to the acquisition of WBGL from Granada Group PLC and Forte Limited on 6th March, 1997.

Non-consolidated profit and loss account Notes 1996 &‘ooo Turnover ...... 1 4,039 Net operating costs ...... 2 (3,569) Operating profit and profit on ordinary activities before taxation . . l&3 470 Tax on profit on ordinary activities ...... 6 (165) Profit on ordinary activities after taxation ...... 305 Dividends ...... 7 (51) Profit retained for the period ...... 15 254

Welcome Break Group Limited had no recognised gains or losses during the period other than those reflected in the above profit and loss account. There is no material difference between the reported profit for the period and that which would be reported under the historical cost convention.

57 Non-Consolidated balance sheet as at 28th September, 1996 Notes 1996 &‘ooo Fixed assets Tangible assets ...... 8 45,598 Investments ...... 9 394,462 440,060

Current assets Stocks ...... 10 870 Debtors ...... 11 1,434 Cashatbankandinhand ...... 70 Total current assets ...... 2,374 Creditors: amounts falling due within one year...... 12 (1,380) Net current assets...... 944 Total assets less current liabilities ...... 441,054

Capital and reserves Called up share capital ...... 14 29,741 Share premium...... 15 43,212 Merger reserve ...... 15 367,847 Profit and loss reserve...... 15 254 Shareholders’ funds Equity ...... 433,321 Non equity ...... 7,733 441,054

Notes to the Financial Information Accounting policies Accounting convention The accounts have been prepared under the historical cost convention and in accordance with the Companies Act 1985, as amended by the Companies Act 1989, and applicable Accounting Standards.

Turnover Turnover represents the amounts receivable for goods sold and services provided, excluding VAT and similar sales taxes.

Depreciation No depreciation is provided on freehold properties or properties on leaseswith twenty years or more to run at the balance sheet date or on integral fixed plant. It is WB Group’s practice to maintain these assetsin a continual state ofsound repair and to extend and make improvements thereto from time to time. Accordingly, the Directors consider that the lives of these assetsand residual values (based on prices prevailing at the time of acquisition or subsequent valuation) are such that their depreciation is insignificant. All leasehold properties and integral fixed plant held on leases of less than twenty years are amortised over the unexpired term. Depreciation is provided on all other tangible fixed assetson a straight line basis over ten to fifteen years for plant and machinery, four to ten years for furniture and equipment and up to five years for information technology software and hardware.

Operating leases Operating leases rentals are charged to the profit and loss account as incurred. stocks Stocks are stated at the lower of cost and net realisable value.

58 Pensions The cost of providing pensions and other post retirement benefits is charged against profits on a systematic basis with pension surpluses and deficits arising allocated over the expected remaining service lives of employees.

Deferred taxation Provision is made for deferred taxation arising from timing differences between profits as computed for taxation purposes and profits as stated in the accounts to the extent that the liability will be payable in the foreseeable future.

Notes to the financial information for the period ended 28th September, 1996 1. Segmental information The turnover and trading results are attributable to WB Group’s sole business of operating motorway service areas in the United Kingdom. All of WB Group’s turnover and operating profit relates to continuing operations.

2. Operating costs 1996 &'ooo Raw materials & consumables ...... 3,000 Other equipment hire ...... 6 Operating lease charge...... 1 Other external charges...... * ...... 200 Staff costs: - Wages and salaries ...... 284 - Social security costs ...... 22 - Other pension costs ...... 4 - Depreciation ...... 52 3,569

Auditors’ remuneration has been borne by Forte (UK) Limited.

3. Operating profit Operating profit is stated after crediting rents receivable of f6,OOO.

4. Emoluments of Directors None of the Directors received any emoluments in respect of their services to WBGL during the period.

5. Employees The average number of employees employed in WBGL during the period was: United Kingdom: 1996 -fulltime...... 447 -parttime...... 104 551

6. Tax on profit on ordinary activities 1996 &'ooo Corporation tax charge at 33% ...... 165

59 7. Dividends 1996 &‘ooo Cumulative Participating Redeemable Preference shares ...... 51

8. Tangible assets Long Short Plant & Furniture0 Freehold leasehold leasehold machinery equipment Total &‘ooo &‘ooo &‘ooo &‘ooo &‘ooo PO00 ~ ~ cost Transferred from August Hotels Ltd . . . 7,813 17,520 14,996 1,027 4,546 45,902 Additions...... 21 31 319 - 298 669 At 28th September, 1996 ...... 7,834 17,551 15,315 1,027 4,844 46,571

Depreciation Transferred from August Hotels Ltd . . - - - - 921 921 Charge for the period ...... - - - - 52 52 - - - - 973 At 28th September, 1996 ...... ~ ~ 973 Net book amount At 28th September, 1996 ...... 7,834 17,551 15,315 1,027 3,871 45,598 - - - - -

9. Fixed asset investments 1996 &‘ooo Shares at cost Transferred from August Hotels Ltd ...... 394,462 At 28th September, 1996 ...... 394,462

The principal subsidiary undertakings of WBGL, all of which operate in their country of incorporation, are : Businessdescription Country of incorporation % of equity held

Direct subsidiary undertakings Forte Welcome Break Limited Motorway service area operator UK 100 Indirect subsidiary undertakings Motorway Services Limited Motorway service area operator UK 92 The percentage ofvoting rights held by WBGL in each subsidiary undertaking is equal to the percentage of equity shown above. In the opinion of the Directors the value of WBGL’s investments in subsidiary undertakings is not less than the amount at which they are stated in the balance sheet. Group accounts were not submitted as WBGL was a wholly owned subsidiary undertaking of Granada Group PLC, the ultimate parent undertaking, which is incorporated in England.

10. Stocks 1996 PO00 Raw materials and consumables ...... 870

60 11. Debtors 1996 &‘ooo Prepayments...... 153 Other debtors ...... 1,281 1,434

12. Creditors: Amounts falling due within one year 1996 &‘ooo Amounts owed to fellow subsidiary undertakings ...... 436 Corporation tax...... , 165 Dividend on cumulative participating redeemable preference shares ...... 51 Other creditors and accruals ...... 728 1,380

13. Deferred taxation The deferred taxation balance and potential amount of deferred taxation for all timing differences are as follows:

Amounts provided Potential in the accounts liabi&y PO00 PO00 Excess of capital allowances over depreciation ...... - 1,286

14. Called up share capital 1996 PO00 Authorised lO4,OOO,OOOordinary shares of 25p each...... , ...... 26,000 36,000,OOOcumulative participating redeemable preference shares of 25p each...... 9,000 35,000

Allotted and folly paid 88,032,398 ordinary shares of 25p each ...... 22,008 30,930,302 cumulative participating redeemable preference shares of 25p each...... 7,733 29,741

WBGL was incorporated on 18th January, 1996 with allotted share capital of two ordinary shares of&l each. On 29th August, 1996 each ordinary share of&l was subdivided into four shares of25p. On 5th September, 1996 a further 88,032,390 ordinary shares of25p and 30,930,302 cumulative participating redeemable preference shares of 25p each “CPRP shares” were allotted.

CPRP shares are redeemable at par in whole or in part by the holders or WBGL at any time after 14th August, 1999. Any shares left in issue will be redeemed by WBGL on 15th August, 2001. CPRP shares carry a fixed dividend of 5.4873% per annum and a participating dividend of 0.04% of the dividend paid on ordinary shares. On a winding-up the holders are entitled to receive arrears and accruals of dividends, the nominal value of the shares and a further 0.04% of the assetsof WBGL available for distribution, subject to a maximum of 30p per share. CPRP shares only carry voting rights in the event that dividends remain unpaid, on a winding-up or in relation to a resolution to vary the special rights attaching to the CPBP shares.

61 15. Movements in shareholders’ funds Share Share Merger ProJit and capital premizlm reserzle loss reserve Total .Fooo PO00 PO00 &‘ooo a?000 At 18th January, 1996 ...... - - - - - Shares issued in the period ...... 29,741 43,212 367,847 - 440,800 Retained profit for the period . . . . . - - - 254 254 At 28th September, 1996 ...... 29,741 43,212 367,847 254 441,054

WBGL has taken advantage of section 131 of the Companies Act 1985 and created a merger reserve in respect of the premium on those shares issued to acquire the shares in Welcome Break Limited (formerly Forte Welcome Break Limited).

16. Pension commitments WBGL participates in the Forte pension fund. This scheme is ofthe defined benefit type providing benefits to certain employees within the Forte group and the assets are held separately from the group’s assets. The latest actuarial valuation of the main group scheme, the Forte Pension and Life Assurance fund was carried out as at 5th April, 1994. The total pension cost for WBGL was 54,000.

17. Capital expenditure commitments 1996 &‘ooo Comm~ted...... 39 Approved but not committed ...... - 39

62 PART B

Financial information on WBL

Introduction Section A below sets out audited non-consolidated financial information for the period from 1st February, 1996 to 28th September, 1996. For this period WBL filed audited entity financial statements. Section B sets out audited consolidated financial information for the two years ended 3 1st January, 1996. For these periods WBL filed consolidated financial information, its only subsidiary being MSL of which it owns 91.67% of the ordinary share capital. It should be noted that prior to 1st February, 1996 WBL also included five Trunk Road sites that do not form part of the ongoing group. WBL holds the leasehold interest in the MSAs operated by MSL.

Recent trading performance WBL does not produce full financial statements during the year. However, for the eight month period ended 22nd May, 1997, its unaudited turnover, gross trading profit and operating profit were 5150.1 million, 516.0 million and &14.8 million respectively.

Section A - Period from 1st February, 1996 to 28th September, 1996 The following information is extracted from the audited accounts of WBL for the period to which they refer. These accounts were audited without qualification by Price Waterhouse, the auditors to WBL for the three year period prior to the acquisition of WBGL from Granada Group PLC and Forte Limited on 6th March, 1997.

Non-consolidated profit and loss account for the period 1st February, 1996 to 28th September, 1996 Notes 1996 &‘ooo

Turnover...... 19.2 171,600 Operating costs ...... 3 (155,070) Gross trading profit...... 16,530 Depreciation...... _ ...... (1,515) Operating profit ...... 4 15,015 Income from shares in subsidiary undertaking...... 588 Profit on ordinary activities before interest...... 15,603 Net interest payable ...... 6 (1,205) Profit on ordinary activities before taxation ...... 14,398 Tax on profit on ordinary activities...... 7 (5,403) Profit on ordinary activities after taxation ...... 8,995 Dividends ...... Retained profit/(loss) for the period ...... 15 8,995

63 Non-consolidated balance sheet at 28th September, 1996 1996 PO00

Fixed assets ...... Tangible assets...... 8 253,742 Investments...... 9 41,044 294,786 Current assets Stocks...... 10 4,221 Debtors ...... 11 6,544 Cashatbankandinhand ...... 268 11,033 Creditors: amounts falling due within one year ...... 12 (54,952) Net current liabilities ...... (43,919) Total assets less current liabilities ...... 250,867 Provisions for liabilities and charges ...... 13 (1,302) 249,565

Capital and reserves...... Called up share capital...... 14 16,500 Share premium account ...... 15 28,286 Revaluation reserve ...... 15 182,069 Profit and loss reserve ...... 15 22,710 Total shareholders’ funds (including non-equity interests). . . . . 249,565

Statement of total recognised gains and losses 1996 &‘ooo Profit attributable to shareholders...... 8,995 Unrealised surplus on revaluation of investments ...... - Total recognised gains and losses ...... 8,995

Note of historical cost profits and losses for the period ended 28th September, 1996 1996 &‘ooo

Reported profit on ordinary activities before taxation ...... 14,398 Realisation of revaluation gains of previous years ...... 12,936 Historical cost profit on ordinary activities before taxation ...... 27,334

Historical cost profit for the period retained after taxation and dividends ...... 21,931

Reconciliation of movements in shareholders’ funds for the period 1996 .J?ooo Profit attributable to shareholders...... 8,995 Opening shareholders’ funds...... 240,570 Closing shareholders’ funds ...... 249,565

64 Notes to the financial information 1. Accounting policies Basis ofpreparation The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain fixed assetsand investments, and in accordance with the Companies Act 1985, as amended by the Companies Act 1989, and applicable Accounting Standards.

Turnover Turnover represents the amounts receivable for goods sold and services provided and includes rents receivable.

Properties Freehold properties and leasehold properties with twenty years and over to run at the balance sheet date are revalued at regular intervals and the resultant valuation is included in the balance sheet unless the surplus or deficit is immaterial.

Depreciation No depreciation is provided on freehold properties or properties on leaseswith twenty years and over to run at the balance sheet date or on integral fixed plant. It is WBL’s practice to maintain these assetsin a continual state of sound repair and to extend and make improvements thereto from time to time and, accordingly, the directors consider that the lives of these assets are so long and residual values so high that their depreciation is insignificant. All other properties and integral fixed plant held on leases of less than twenty years are amortised over the unexpired term. Depreciation is provided on all other tangible fixed assetson a straight line basis over ten to fifteen years for plant and machinery and four to ten years for furniture and equipment.

Interest, internalprofessionalfees andpre-opening expenses Interest on capital employed on the construction and major redevelopment ofmotorway service areasand also internal professional costs incurred until these enterprises start to trade, may, if appropriate, be capitalised as part of the costs of construction. In addition, pre-opening and development expenses incurred up to the start of full trading may, if appropriate, be deferred and written off over five years.

Stocks Stocks are stated at the lower of cost and net realisable value.

Deferred taxation Provision is made for deferred taxation arising from timing differences between profits as computed for taxation purposes and profits as stated in the accounts to the extent that the liability will be payable in the foreseeable future.

Pensions Contributions to the Forte group pension schemes are assessedby a qualified actuary based on the cost of providing pensions across all participating Forte group undertakings rather than on an individual company basis. Employers’ contributions are charged to the profit and loss account in the period in which they become payable.

Operating leases The costs of operating leases are charged to the profit and loss account as they occur.

2. Segment information The turnover and operating profit are wholly attributable to WBL’s business of operating motorway service areas in the United Kingdom. WBL’s turnover and operating profit relates to continuing operations.

65 3. Operating costs 1996 &‘ooo

Raw materials and consumables . . . . . 125,636 Other external charges...... * ...... 13,509 Staff costs: ...... - Wages and salaries ...... 14,739 - Social security costs ...... 913 - Other pension costs ...... 273 155,070

4 Operating profit Operating profit is stated after charging/(crediting): 1996 &‘ooo Hire of plant and machinery...... 228 Management charges...... 771 Rent receivable ...... (4,199)

Auditors’ remuneration has been dealt with in the accounts of Forte (UK) Limited. No amounts were paid in respect of non-audit services.

5. Emoluments of directors The emoluments of the Chairman and other directors were paid by other Granada Group undertakings. The directors estimate that emoluments, including pension contributions, of 528,500 paid by other Granada Group undertakings relate to services provided to WBL.

6. Net interest receivable 1996 &‘ooo Interest payable on loans from immediate parent undertaking ...... 988 Interest payable on loan from subsidiary undertaking ...... 239 Other interest receivable ...... W) 1,205

7. Tax on profit on ordinary activities The taxation charge based on the profit on ordinary activities is made up as follows: 1996 &‘ooo Corporation tax at 33% ...... 5,403

66 8. Fixed assets - tangible assets Land and buildings Leasehold Furniture under Plant and and Freehold 50 years machinery equipment Total &‘ooo PO00 &‘ooo coo0 &‘ooo Cost or valuation At 1st February, 1996 ...... 27,650 240,013 5,663 23,590 296,916 Additions ...... 64 - 6 283 353 Fully written off...... (973) (973) Disposals ...... (20,397) (6,644) (36:) (2,627) (30,032) At 28th September, 1996 ...... 7,317 233,369 5,305 20,273 266,264 Accumulated depreciation At 1st February, 1996 ...... 20 - 4 13,838 13,862 Charge for the period ...... - - - 1,515 1,515 Fully written off...... - (973) (973) Disposals ...... czo, - (i w39 (1,882) At 28th September, 1996 ...... - - 2 12,520 12,522

Net book amounts At 28th September, 1996 ...... 7,317 233,369 5,303 7,753 253,742

Historical cost of assets carried at valuation 1996 &‘ooo cost...... 117,481 Accumulated depreciation ...... (12,522) Historical cost net book amounts...... 104,959

All tangible fixed assetswere valued in the year ended 3 1st January, 1994.

9. Fixed assets - investments 1996 &‘ooo Shares at valuation ...... 41,044

WBL owns 91.67% of the issued ordinary shares of MSL which is registered in England, and whose principal place of business is Great Britain. The investment is valued on the basis of WBL’s share of the net assetsof MSL at 3 1st January, 1996. The historical cost of this investment amounted to &7,758,000.

10. Stocks 1996 &‘ooo Finished goods and goods for resale ...... 4,221

67 11. Debtors 1996 &‘ooo Amounts falling due within one year Other debtors and prepayments...... 3,422 Dividend receivable from subsidiary undertakings. . 1,470 Amounts owed by fellow subsidiary undertakings. . 402 5,294 Amounts falling due after more than one year ACT recoverable ...... , ...... 1,250 6,544

12. Creditors: amounts falling due within one year 1996 PO00 Bank overdraft...... 514 Corporation tax...... 12,130 Amounts owed to fellow subsidiary undertakings ...... 6,102 Amount owed to subsidiary undertaking ...... 28,425 Trade creditors ...... 897 Other creditors and accruals ...... 6,884 54,952

WBL is a fellow subsidiary undertaking within the Granada Group. A centralised accounting function is operated by Forte (UK) Limited, and accordingly certain debtors and creditors are included within the amounts owed to fellow subsidiary undertakings. 13. Provisions for liabilities and charges Deferred taxation The deferred taxation balances and potential amounts of deferred taxation for all timing differences at 28th September, 1996 are as follows: Amount provided in Potential accounts 1iabiIity 1996 1996 PO00 JYOOO Timing differences due to: Excess of capital allowances over depreciation...... 1,302 1,641

The estimated potential taxation if properties were disposed of at their net book amount is &65,632,000. Capital gains on disposals are likely to be deferred by rollover relief. 14. Called up share capital The called up share capital is as follows: Authorised, allotted and fully paid: 1996 1996 Number &‘ooo Ordinary shares of &I each...... _ . . _ . . . 15,000,000 15,000 ‘A’ redeemable shares of fl each ...... 1,000,000 1,000 ‘B’ redeemable shares of&l each ...... 500,000 500 16,500,OOO 16,500

The ‘A’ and ‘B’ redeemable shares are redeemable by five equal instalments on 31st October, 1996 to 3 1st October, 1999 inclusive and carry no voting rights. Premiums of f4 per ‘A’ share and f25.80 per ‘B’ share are payable on redemption. Forte (UK) Limited purchased the shares from 3i Plc in July, 1996.

68 15. Reserves Share Revaluation Projit and premium reserve loss reserve Total &‘ooo &‘ooo PO00 &‘ooo At 1st February, 1996...... 28,286 195,005 779 224,070 Profit retained for the period ...... - 8,995 8,995 Realised on disposal of properties ...... - (12,936) 12,936 - At 28th September, 1996 ...... 28,286 182,069 22,710 233,065

16. Employees The average number of employees during the period was: 1996 United Kingdom - full time...... 2,454 -part~me ...... 914 3,368

17. Pension commitments WBL participates in the Forte pension fund. This scheme is of the defined benefit type providing benefits to certain employees within the Granada Group and the assets are held separately from the Granada Group’s assets. The latest actuarial valuation of the main group scheme, the Forte Pension and Life Assurance Fund, was carried out as at 5th April, 1994. The total pension cost for WBL was &273,000.

18. Commitments 1996 &‘ooo Capital expenditure Contracted...... 23

Operating leases Annual commitments payable under leases expiring: Within one year...... - More than five years ...... 375 375

69 Section B - Audited consolidated financial information in respect of WBL for the two financial years ended 31st January, 1996

The following information is extracted from the audited accounts of WBL for the period to which they refer. These accounts were audited without qualification by Price Waterhouse, the auditors to WBL for the three year period prior to the acquisition ofWBGL from Granada Group PLC and Forte Limited on 6th March. 1997.

Consolidated profit and loss account Yearsended SlstJanuay, Notes 1995 1996 fOO0 ~000 Turnover ...... 12 279,712 276,597 Operating costs...... 3 (249,448) (252,936) Gross trading profit...... 30,264 23,661 Depreciation ...... (3,390) (XW Operating profit...... 4 26,874 20,673 Profit on disposal of fixed assets ...... 3 - Profit on ordinary activities before interest ...... 26,877 20,673 Net interest receivable/(payable) ...... 361 325 Profit on ordinary activities before taxation ...... 27,238 20,998 Tax on ordinary activities...... (6,856) (5,674 Profit on ordinary activities after taxation ...... 20,382 15,326 Minority interest...... (430) (401) Profit attributable to shareholders ...... 19,952 14,925 Dividends ...... 8 (15,026) (20,000) Retained profit/(loss) for the period ...... 16 4,926 (5,075)

70 Statement of total recognised gains and losses 1995 1996 &‘ooo &‘ooo Profit attributable to shareholders ...... 19,952 14,925 Unrealised surplus on revaluation of properties ...... 39 - Total recognised gains and losses ...... 19,991 14,925

Note of historical cost profits and losses for the years ended 3 1st January, 1995 and 1996 There is no material difference between the reported profits for the year and those that would be reported under the historical cost convention.

Reconciliation of movements in shareholders’ funds 1995 1996 &‘ooo PO00 Profit attributable to shareholders ...... 19,952 14,925 Dividends ...... (15,026) (20,000) Transfer froml(to) profit and loss account ...... 4,926 (5,075) Unrealised surplus on revaluation of properties ...... 39 - Net addition to/(deduction from) shareholders’ funds. .. 4,965 (5,075) Opening shareholders’ funds ...... 240,680 245,645 Closing shareholders’ funds ...... 245,645 240,570

71 Consolidated balance sheet As at 3lstjanuaq Notes 1995 1996 coo0 &‘ooo Fixed assets Tangible assets ...... 9 295,993 305,230

Current assets Stocks ...... 10 7,631 6,392 Debtors ...... 11 17,73 1 20,425 Cash in bankand in hand...... 2,251 344 27,613 27,161 Creditors: Amounts falling due within one year ...... 12 (32,165) (59,116) Net current liabilities...... (4,552) (31,955) Total assets less current liabilities ...... 291,441 273,275 Creditors: Amounts falling due after more than one year . . . . 13 (40,766) (27,366) Provisions for liabilities and charges...... 14 (1,528) (1,528) 249,147 244,381

Capital and reserves Called up share capital ...... 15 16,500 16,500 Share premium account ...... 16 28,286 28,286 Revaluation reserve ...... 16 166,723 166,723 Profit and loss reserve...... 16 34,134 29,059 Other reserves ...... 16 2 2 245,645 240,570 Minority interest...... 3,502 3,811 249,147 244,381

72 Notes to the financial information

1. Accounting policies Basis ofpreparation The consolidated accounts have been prepared under the historical cost convention, as modified by the revaluation of certain fixed assetsand investments, and in accordance with the Companies Act 1985, as amended by the Companies Act 1989, and applicable Accounting Standards and include the accounts of WBL and its subsidiary undertaking (together the “WBL Group”).

Turnover Turnover represents the amounts receivable for goods sold and services provided and includes rents receivable.

Properties Freehold properties and leasehold properties with twenty years and over to run at the balance sheet date are revalued at regular intervals and the resultant valuation is included in the balance sheet unless the surplus or deficit is immaterial.

Depreciation No depreciation is provided on freehold properties or properties on leaseswith twenty years and over to run at the balance sheet date or on integral fixed plant. It is WBL’s practice to maintain these assetsin a continual state of sound repair and to extend and make improvements thereto from time to time and, accordingly, the directors consider that the lives of these assets are so long and residual values so high that their depreciation is insignificant. All other properties and integral fixed plant held on leases of less than twenty years are amortised over the unexpired term. Depreciation is provided on all other tangible fixed assetson a straight line basis over ten to fifteen years for plant and machinery and four to ten years for furniture and equipment.

Interest, internalprofessionalfees andpre-opening expenses Interest on capital employed on the construction and major redevelopment ofmotorway service areasand also internal professional costs incurred until these enterprises start to trade, may, if appropriate, be capitalised as part of the costs of construction. In addition, pre-opening and development expenses incurred up to the start of full trading may, if appropriate, be deferred and written off over five years.

Stocks Stocks are stated at the lower of cost and net realisable value.

Deferred taxation Provision is made for deferred taxation arising from timing differences between profits as computed for taxation purposes and profits as stated in the accounts to the extent that the liability will be payable in the foreseeable future.

Pensions Contributions to the Forte group pension schemes are assessedby a qualified actuary based on the cost of providing pensions across all participating Forte group undertakings rather than on an individual company basis. Employers’ contributions are charged to the profit and loss account in the period in which they become payable.

Operating leases The costs of operating leases are charged to the profit and loss account as they occur.

2. Segmental information The turnover and operating profit are wholly attributable to WBL’s business of operating motorway service areasin the United Kingdom. All ofWBL’s turnover and operating profit relates to continuing operations.

73 3. Operating costs 1996 PO00 Raw materials and consumables ...... 196,437 Other external charges...... 26,253 Staff costs - Wages and salaries ...... 27,665 - Social security costs ...... , . . . . 2,049 - Other pension costs ...... 532 252,936

4. Operating profit Operating profit is stated after charging/(crediting): 1996 coo0 Hire of plant and machinery ...... 441 Management charges...... 1,355 Rent receivable ...... (8,405)

Auditors’ remuneration has been dealt with in the accounts ofForte (UK) Limited (formerly Forte Plc). No amounts were paid in respect of non-audit services.

5. Emoluments of directors The emoluments of the Chairman and other directors were paid by other Forte group undertakings. The directors estimate that emoluments, including pension contributions, of 2167,000 paid by other Forte group undertakings relate to services provided to WBL.

6. Net interest receivable 1996 a!?000 Net interest receivable on loans from Forte group undertakings ...... 90 Other interest receivable ...... 26 Interest capitalised ...... 209 325

7. Tax on profit on ordinary activities The taxation charge based on the profit on ordinary activities is made up as follows: 1996 &‘ooo Corporation tax at 33% . . . . 5,862 Prior year adjustments ...... (190) 5,672

74 8. Dividends 1996 PO00 Proposed dividends on: Ordinaryshares...... 15,000 Redeemable shares ...... 5,000 20,000 -

9. Fixed assets - tangible assets Land and buildings LeasGold Furniture under Plant and and Freehold 50 years machinery equipment Total &‘ooo &‘ooo &‘ooo PO00 APO00 Cost or valuation At 1st February, 1995 ...... 34,315 245,3 10 6,097 36,371 322,093 Additions ...... 1,615 5,956 559 4,095 12,225 Fully written off...... - - - (11,387) (11,387) At 3 1st January, 1996...... 35,930 25 1,266 6,656 29,079 322,93 1 Accumulated depreciation At 1st February, 1995 ...... 20 1,003 4 25,073 26,100 Charge for the period ...... - 27 - 2,961 2,988 Fully written off...... - (11,387) (11,387) At 3 1st January, 1996...... 20 1,030 4 16,647 17,701 Net book amounts At 3 1st January, 1996...... 35,910 250,236 6,652 12,432 305,230

At 3 1st January, 1995...... 34,295 244,307 6,093 11,298 295,993

Tangible fixed assetsinclude capitalised interest of &1,896,000 (1995: &1,687,000).

Historical cost of assets carried at valuation 1996 &‘ooo cost...... 156,208 Accumulated depreciation ...... (17,701) Historical cost net book amounts 138,507

During the year all properties and fixed assets held have been reviewed by the directors after taking appropriate professional advice; however, no further adjustments were considered necessary.

10. Stocks 1996 &‘ooo Finished goods and goods for resale ...... 6,392

75 11. Debtors 1996 &‘ooo Amounts falling due within one year Other debtors and prepayments...... 1,702 Amounts owed by Forte group undertakings ...... 17,453 19,155 Amounts falling due after more than one year ACT recoverable ...... 1,270 20,425

12. Creditors: amounts falling due within one year 1996 &‘ooo Corporation tax...... 9,585 Amounts owed to Forte group undertakings ...... 24,859 Other creditors and accruals ...... 4,672 Proposed dividend ...... 20,000 59,116

WBL is a subsidiary undertaking within the Forte group. A centralised accounting function is operated by Forte (UK) Limited, and accordingly certain debtors and creditors are included within the amounts owed by/to Forte group undertakings.

13. Creditors: amounts falling due after more than one year 1996 &‘ooo Amounts owed to Forte group undertakings ...... 27,366

14. Provisions for liabilities and charges Deferred taxation The deferred taxation balances and potential amounts of deferred taxation for all timing differences at 3 1st January, 1996 are as follows: Amount provided in Potential accounts IiabiliQ 1996 ~ 1996 &‘ooo &‘ooo Timing differences due to: Excess of capital allowances over depreciation...... 1,528 2,192

The estimated potential taxation if properties were disposed of at their net book amount is &71,361,000. Capital gains on disposals are likely to be deferred by rollover relief.

76 15. Called up share capital The called up share capital is as follows: Authorised, allotted and fully paid: Number &‘ooo Ordinary shares of &I each...... 15,000,000 15,000 ‘A’ redeemable shares of &1 each ...... 1,000,000 1,000 ‘B’ redeemable shares of&l each ...... 500,000 500 16,500,OOO 16,500

The ‘A’ and ‘B’ redeemable shares are redeemable by five equal instalments on 3 1st October, 1995 to 3 1st October, 1999 inclusive. Premiums of &4 per ‘A’ share and 225.80 per ‘B’ share are payable on redemption. Subsequent to the year end, Forte (UK) Limited purchased the shares from 3i.

16. Reserves Revaluation Pro$t and loss Sharepremium reserve reserve Other reserves Total &‘ooo &‘ooo PO00 &‘ooo &‘ooo At 1st February, 1995 ...... 28,286 166,723 34,134 229,145 Loss retained for the year ...... - - (5,075) ” (5,075) At 31st January, 1996...... 28,286 166,723 29,059 2 224,070

17. Employees The average number of employees during the year were: 1996 United Kingdom - full time...... 2,881 -part~me ...... 980 3,861

18. Pension commitments WBL participates in the Forte pension fund. This scheme is of the defined benefit type providing benefits to certain employees within the Forte group and the assetsare held separately from the group’s assets. The latest actuarial valuation of the main group scheme, the Forte Plc Pension and Life Assurance Fund, was carried out as at 5th April, 1994. The total pension cost for the WBL Group was &532,000.

19. Commitments 1996 &‘ooo Capital expenditure Contracted...... 193

Approved by the Board but not committed......

Operating leases Annual commitments payable under leases expiring: Within one year...... 3 More than five years ...... 128 131

77 PART C

Financial information on MSL

Introduction Section A sets out the audited financial information for the period from 1st February, 1996 to 28th September, 1996. For this period MSL filed audited entity financial statements. Section B sets out the audited entity financial information for the two years ended 3 1st January, 1996. For these periods WBL filed audited entity financial statements. It should be noted that its results and net assetsfor these two years were included in the audited consolidated financial statements of WBL, its parent, extracts from which are presented in part B of this section of the document.

Recent trading performance MSL does not produce full financial statements during the year. However, for the eight month period ended 22nd May, 1997, its unaudited turnover, gross trading profit and operating profit were 539.2 million, f2.8 million and 52.4 million respectively.

Section A - Period fkom 1st February, 1996 to 28th September, 1996 The following information is extracted from the audited accounts of MSL for the period to which they refer. These accounts were audited without qualification by Price Waterhouse, the auditors to MSL for the three year period prior to the acquisition of WBGL from Granada Group PLC and Forte Limited on 6th March, 1997.

Profit and Loss Account Notes Period ended 28th September, 1996 &‘ooo Turnover...... 1 and 2 41,046 Operating costs ...... 3 (37,207) Gross operating profit ...... 3,839 Depreciation...... (355) Operating profit ...... 4 3,484 Interest receivable ...... 6 1,264 Profit on ordinary activities before taxation ...... 4,748 Tax on profit on ordinary activities...... 7 (1,534) Profit on ordinary activities after taxation ...... 3,214 Dividends ...... (641) Retained profit...... 14 2,573

MSL had no recognised gains or losses during the period other than those reflected in the above profit and loss account. There is no difference between the reported profits for the period and those that would be reported under the historical cost convention.

78 Balance Sheet as at 28th September, 1996 Notes 28th September, 1996 &‘ooo Fixed assets Tangible assets ...... 8 21,553 Current assets Stocks...... 9 1,134 Debtors.....,...... 10 30,965 Cash at bankand in hand ...... 58 32,157 Creditors: amounts falling due within one year ...... 11 (6,136) Net current assets ...... 26,02 1 Total assets less current liabilities...... 47,574 Provisions for liabilities and charges...... 12 (226) 47,348

Capital and reserves Called up share capital ...... 13 60 Share premium account...... 14 280 Revaluation reserve ...... 14 9,076 Profit and loss acount ...... 14 37,932 Total shareholders’ funds ...... 15 47,348

79 Notes to the Gnancial information

1. Accounting policies Basis ofpreparation The accounts have been prepared under the historical cost convention as modified by the revaluation of certain fixed assetsand in accordance with the Companies Act 1985, as amended by the Companies Act 1989 and applicable Accounting Standards.

Turnover Turnover represents the amounts receivable for goods sold and services provided and includes rent receivable.

Properties Freehold properties and properties on leaseswith twenty years and over to run at the balance sheet date are revalued at regular intervals and the resultant valuation is included in the balance sheet unless the surplus or deficit is immaterial.

Depreciation No depreciation is provided on freehold properties or properties on leaseswith twenty years and over to run at the balance sheet date or on integral fixed plant. It is MSL’s practice to maintain these assetsin a continual state of sound repair and to extend and make improvements thereto from time to time and, accordingly, the directors consider that the lives of these assets are so long and residual values so high that their depreciation is insignificant. Depreciation is provided on all other tangible fixed assets on a straight line basis over five to ten years.

Interest, internalprofessionalfees and pre-opening expenses Interest on capital employed on land awaiting development and on the construction and major redevelopment of motorway service areas and motels and internal professional costs incurred until these enterprises start to trade, are capitalised as part of the costs of construction. In addition, pre-opening and development expenses incurred up to the commencement of full trading are deferred and written off over five years.

Stocks Stocks are stated at the lower of cost, including motor fuel duty, and estimated net realisable value.

Leases Rentals under operating leases are charged to profit, as incurred over the term of the lease.

Deferred taxation Provision is made for deferred taxation arising from timing differences between profits as computed for taxation purposes and profits as stated in the financial statements to the extent that the liability will be payable in the foreseeable future. Timing differences are due primarily to the excessof tax allowances on tangible fixed assets over the corresponding depreciation charge in the accounts.

Pensions Contributions to the Forte group pension schemes are assessedby a qualified actuary based on the cost of providing pensions across all participating Granada Group undertakings, rather than on an individual company basis. Employers’ contributions are charged to the profit and loss account in the period in which they became payable.

2. Segment information The turnover and operating profit are wholly attributable to MSL’s business of operating motorway service areas and motels in the United Kingdom. All of MSL’s turnover and operating profit relates to continuing operations.

80 3. Operating costs 1996 PO00 Raw materials and consumables ...... 29,594 Other external charges...... 4,057 Staff costs - Wages and salaries ...... 3,299 - Social security costs ...... 195 - Other pension costs ...... , ...... 62 37,207

4. Operating profit Operating profit is stated after charging/(crediting): 1996 &‘ooo Rents receivable...... (1,502) Hire of plant and machinery ...... 57 Concessions and other rents payable...... 1,242

Auditors’ remuneration has been dealt with in the financial statements of Forte (UK) Limited. No amounts were paid in respect of non-audit services.

5. Emoluments of directors The salaries ofthe Chairman and two other directors were paid by other Granada Group undertakings and the salary of one other director was paid by Texaco Limited. No remuneration was paid or is payable to them by MSL. The directors estimate that emoluments, including pension contributions, of &nil paid by other Granada Group undertakings relate to services provided to MSL.

6. Interest receivable 1996 &‘ooo Interest receivable from Forte Welcome Break Limited and Forte (UK) Limited ...... 1,264

7. Tax on profit on ordinary activities 1996 &‘ooo Corporation tax at 33% ...... 1,534

81 8. Tangible assets Short leasehold Fixtures, Freeholdland land and jttings tools and buildings buildings and equipment Total coo0 PO00 PO00 &‘ooo Cost or valuation At 1st February, 1996...... 8,280 11,253 6,482 26,015 Additions ...... , . . , . , . . (4::) 36- 88 158 Disposals ...... (426) Fully written off ...... - - (259) (259) At 28th September, 1996 . . . 7,888 11,289 6,311 25,488 Depreciation At 1st February, 1996...... - 1,030 2,809 3,839 Charge for year...... - 31 324 355 - Fully written off ...... - (259) (259) At 28th September, 1996 . . . - 1,061 2,874 3,935 Net book amounts At 28th September, 1996 . . . 7,888 10,228 3,437 21,553

Leasehold land and buildings at 28th September, 1996 include capitalised interest of &172,216. Historical cost of assets carried at valuation 1996 &‘ooo cost ...... 16,411 Accumulated depreciation ...... (3,935) Historical cost net book amount ...... 12,476

9. Stocks 1996 &‘ooo Finished goods and goods for sale. , ...... 1,134

10. Debtors: amounts falling due within one year 1996 &‘ooo ACT recoverable ...... 33 Other debtors and prepayments...... 1,103 Amounts owed by immediate parent undertaking...... 29,829 30,965

11. Creditors: amounts falling due within one year 1996 &‘ooo Other creditors ...... 368 Corporation tax payable...... 3,439 Accruals and deferred income ...... 725 Proposed dividends...... 1,604 6,136

MSL is a subsidiary undertaking with the Granada Group. A centralised accounting function is operated by Forte (UK) Limited, and accordingly certain debtors and creditors are included within the amounts owed by the immediate parent undertaking.

82 12. Provisions for liabilities and charges The deferred taxation balances and potential amount ofdeferred taxation for all timing differences at 28th September, 1996 are as follows: Amount provided in Potential the accounts liability 1996 1996 PO00 &‘ooo Excess of capital allowances over depreciation...... 226 441

The estimated potential taxation if properties were disposed of at their net book amounts is &1,160,000. Capital gains on disposals are likely to be deferred by rollover relief. There was no movement on the deferred taxation provision in the period ended 28th September, 1996. Jr000 Balance as at 1st February, 1996...... 226 Charge to profit and loss account...... - Balance as at 28th September, 1996...... 226

13. Called up share capital 1996 TOO0 60,000 ordinary shares of $1 each Authorised, issued, allotted and fully paid ...... 60

14. Reserves

Sharepremium Revaluation ProJ%and account reserve loss reserve &‘ooo &‘ooo &‘ooo At 1st February, 1996 ...... 280 9,076 35,359 Profit retained for the year...... - - 2,573 At 28th September, 1996...... 280 9,076 37,932

15. Reconciliation of movements in shareholders’ funds 1996 coo0 Profit attributable to shareholders...... 3,214 Dividends ...... (641) Net addition to shareholders’ funds ...... 2,573 Opening shareholders’ funds...... , ... 44,775 Closing shareholders’ funds ...... 47,348

16. Employees The average number of employees employed by MSL during the period was: 1996 United Kingdom -Full~me...... 429 -Part~me...... 158 587

83 17. Pension commitments MSL participates in the Forte group pension fund. The scheme is of the defined benefit type providing benefits to certain employees within the Granada Group and the assetsare held separately from the group’s assets. The latest actuarial valuation of the main group scheme, the Forte Pension and Life Assurance Fund, was carried out as at 5th April, 1994. Details of this valuation are contained in the group accounts of Granada Group PLC. The total pension cost for MSL was f61,967.

18. Commitments under operating leases 1996 &‘ooo Leases expiring: after more than 5 years ...... 3

Section B - Audited entity financial informaton in respect of MSL for the two financial years ended 3 1st January 1996. The following information is extracted from the audited accounts ofMSL for the period to which they refer. These accounts were audited without qualification by Price Waterhouse, the auditors of MSL for the three year period prior to the acquisition of WBGL from Granada Group PLC and Forte Limited on 6th March, 1997. Profit and loss account Yearsended 3lstjanuary, 1995 1996 Notes PO00 L-000 Turnover ...... 132 54,837 55,638 Operating costs...... 3 (48,985) (50,424) Gross operating profit...... 5,852 5,214 Depreciation ...... (613) (574) Operating profit ...... 4 5,239 4,640 Interest receivable ...... 6 1,375 1,860 Profit on ordinary activities before taxation...... 6,614 6,500 Tax on profit on ordinary activities...... 7 (1,458) 0,687) Profit on ordinary activities after taxation ...... 5,156 4,813 Dividends ...... (I,03 I) (963) Retained profit...... 14 4,125 3,850

NB. Theresults of MSLfor the twojnancialyears ended3lstjanuary 1996 are included in the consolidatedresults of WBL for thoseyears on page 70 of this document.

Statement of total recognised gains and losses for the year ended 31st January 1996. MSL has no recognised gains or losses other than the profit for the year.

Note of historical cost profits and losses for the year ended 31st January 1996. There is no difference between the reported profits for the year and those that would be reported under the historical cost convention.

84 Balance sheet As at 3lst]anuay, 1995 1996 &‘ooo &-‘a00 Fixed assets Tangible assets ...... 8 19,464 22,176 Current assets Stocks ...... 9 1,380 1,042 Debtors ...... , ...... 10 25,114 25,647 Cash at bank and in hand ...... 56 58 26,550 26,747 Creditors: Amounts falling due within one year ...... 11 (4,864) C69.W Net current assets...... 21,686 22,825 Total assets less current liabilities ...... 41,150 45,001 Provisions for liabilities and charges...... 12 (226) (226) 40,924 44,775

Capital and reserves Called up share capital ...... 13 60 60 Share premium account ...... 14 280 280 Revaluation reserve ...... 14 9,077 9,077 Profit and loss reserve...... 14 31,507 35,358 40,924 44,775

NB. 7%/eassets and liabilities of MSL at 3lstjdnua y 1995 and 1996 are included in the consolidatedbalance sheet of WBL at thosedates on page 72 of this document.

Notes to the financial information

1. Accounting policies Basis ofpreparation The accounts have been prepared under the historical cost convention as modified by the revaluation of certain fixed assets,and in accordance with the Companies Act 1985, as amended by the Companies Act 1989 and applicable Accounting Standards.

Turnover Turnover reperesents the amounts receivable for goods sold and services provided and includes rents receivable.

Properties Freehold properties and properties on leaseswith twenty years and over to run at the balance sheet date are revalued at regular intervals and the resultant valuation is included in the balance sheet unless the surplus or deficit is immaterial.

Depreciation No depreciation is provided on freehold properties or properties on leaseswith twenty years and over to run at the balance sheet date or on integral fixed plant. It is MSL’s practice to maintain these assetsin a continual state of sound repair and to extend and make improvements thereto from time to time and accordingly the directors consider that the lives of these assets are so long and residual values so high that their depreciation is insignificant.

Depreciation is provided on all other tangible fixed assets on a straight line basis over five to ten years.

85 Interest, internal professionalfeesand pre-opening expenses Interest on capital employed on land awaiting development and on the construction and major redevelopment of motorway service areas and motels and internal professional costs, incurred until these enterprises start to trade, are capitalised as part of the costs of construction. In addition, pre-opening and development expenses incurred up to the commencement of full trading are deferred and written off over five years. Stocks Stocks are stated at the lower of cost, including motor fuel duty, and estimated net realisable value. Leases Rentals under operating leases are charged to profit, as incurred over the terms of the lease. Deferred taxation Provision is made for deferred taxation arising from timing differences between profits are computed for taxation purposes and profits as stated in the financial statements to the extent that the liability will be payable in the foreseeable future. Timing differences are due primarily to the excessof tax allowances on tangible fixed assets over the corresponding depreciation charge in the accounts. Pensions Contributions to the Forte group pension schemes are assessedby a qualified actuary based on the cost of providing pensions across all participating Forte group undertakings, rather than on an individual company basis. Employers contributions are charged to the profit and loss account in the period in which they become payable.

2. Segmental information The turnover and operating profit are wholly attributable to MSL’s business of operating motorway service areas and motels in the United Kingdom. All of MSL’s turnover and operating profit relates to continuing operations.

3. Operating costs 1996 PO00

Raw materials and consumables 38,446 Other external charges . . . 6,446 Staff costs - Wages & salaries...... 5,132 - Social security costs...... 311 - Other pension costs...... 89 50,424

4. Operating profit Operating profit is stated after charging/(crediting): 1996 PO00

Rents receivable ...... (2,332) Hire of plant and machinery ...... 74 Concession and other rents payable ...... 1,811

Auditors’ remuneration has been dealt with in the financial statements of Forte Limited (formerly Forte Plc). No amounts were paid in respect of non-audit services. 5. Emoluments of directors The salaries ofthe Chairman and two other Directors were paid by other Forte group undertakings and the salary of one other Director was paid by Texaco Ltd. No remuneration was paid or is payable to them by MSL.

86 The Directors estimate that, for the year ended 31st January, 1996, emoluments, including pension contributions of &61,000 paid by other Forte group undertakings relate to services provided to the MSL. 6. Interest receivable 1996 &‘ooo

Interest receivable from Forte group undertakings. . . . 1,834 Other interest receivable...... 26 1,860 - 7. Tax on profit on ordinary activities 1996 &‘ooo

Corporation tax at 33% ...... 1,913 Prior year adjustment...... (2.26) 1,687

8. Tangible assets Short Fixtures Freeholdland leaseholdland fittings tools and buildings and buildings and equipment Total .Pooo &‘ooo &‘ooo &‘ooo Cost or Valuation At 1st February, 1995...... 7,862 9,498 7,430 24,790 Additions ...... 418 1,755 1,112 3,285 Fully written off . . . . . * ...... - - (UW (2,061) At 31st January, 1996...... 8,280 11,253 6,481 26,014 Depreciation At 1st February, 1995. . - 1,003 4,322 5,325 Charge for year - 27 547 574 Fully written off - - GW 1) GO6 1) At 31st January, 1996. . . . 1,030 2,808 3,838 Net book amounts At 3 1st January, 1996...... 8,280 10,223 3,673 22,176

At 3 1st January, 1995. . 7,862 8,494 3,108 19,464

Leasehold land and buildings at 31st January, 1996 include capitalised interest of 5172,216 (1995: &172,216). Historical cost of assets carried at valuation 1996 icoo cost ...... 16,938 Accumulated depreciation ...... 0,839) Historical cost net book amount ...... 13,099

During the year all properties and fixed asssetsheld have been reviewed by the Directors after taking appropriate professional advice and no revaluation adjustments were considered necessary.

9. Stocks 1996 &‘ooo Finished goods and goods for resale ...... 1,042

87 10. Debtors - amounts falling due within one year 1996 &‘ooo ACT recoverable ...... 20 Other debtors and prepayments...... 489 Amounts owed by Forte group undertakings ...... 25,138 25,647

11. Creditors - amounts falling due within one year 1996 PO00 Amounts owed to Forte group undertakings ...... 192 Other creditors ...... 385 Corporation tax payable...... 1,910 Accruals and deferred income ...... 472 Proposed dividend ...... 963 3,922

MSL is a subsidiary undertaking within the Forte group. A centralised accounting function is operated by Forte (U.K.) Limited, and accordingly certain debtors and creditors are included within the amounts owed by/to Forte group undertakings.

12. Provisions for Liabilities and Charges Deferred taxation The deferred taxation balances and potential amount of deferred taxation for all timing differences are as follows: Amount provided in the Potential accounts liabili& 1996 1996 &‘ooo &‘ooo Excess of capital allowances over depreciation...... 226,000 366,000

The estimated potential taxation if properties were disposed of at their net book amounts is &1,288,000. Capital gains on disposals are likely to be deferred by rollover relief.

13. Called up share capital 1996 PO00

60,000 ordinary shares of&l each...... Authorised, issued, allotted and fully paid ...... 60

14. Reserves Share premium Revaluation Profzt and loss account reserve reserve &‘ooo &‘ooo PO00

At 1st February, 1995 ...... 280 9,077 3 1,508 Profit retained for the year...... , ...... - - 3,850 At 3 1st January, 1996 ...... 280 9,077 35,358

88 15. Reconciliation of movements in shareholders’ funds 1996 &‘ooo

Profit attributable to shareholders...... 4,813 Dividends...... (963) Net addition to shareholders’ funds ...... 3,850 Opening shareholder’s funds...... 40,925 Closing shareholders’ funds ...... 44,775

16. Employees The average number of employees employed by MSL during the year was: 1996

United Kingdom - Full time ...... 438 - Part time ...... 156 594

17. Pension commitments MSL participates in the Forte group pension fund. This scheme is of the defined benefit type providing benefits to certain employees within the Forte group and the assetsare held separately from the group’s assets. The latest actuarial valuation of the main group scheme, the Forte Pension and Life Assurance Fund, was carried out as at 5th April, 1994. Details ofthis valuation are contained in the group accounts ofForte Limited (previously known as Forte plc up until 7th August, 1996). The total pension cost for MSL was &89,252.

18. Commitments under operating leases Lazd and buildings 1996 PO00

Leases expiring: After more than 5 years ...... 3

89 PART D

Capitalisation and Indebtedness Consolidated Capitalisation and Indebtedness of WI3GL Set out below is the unaudited consolidated capitalisation and indebtedness statement of WBGL as at 22nd May, 1997. Save as disclosed in this Offering Circular, since 22nd May, 1997 there has been no material change in the capitalisation or indebtedness of WBGL. as at 22nd May, 1997 Unazldited &m Capital and Reserves Share Capital Authorised 104,000,000 ordinary shares of 25p each ...... 26.0 36,000,OOOcumulative participating redeemable preference shares of 25p each. . 9.0 35.0

Issued andfulb paid 88,032,398 ordinary shares of 25p each ...... , ...... 22.0 30,930,302 cumulative participating redeemable preference shares of 25p each. . . . 7.7 29.7 Sharepremium...... 43.2 72.9 Other reserves Mergerreserve ...... 367.8 Goodwill write off reserve (note 1)...... (144.2) Profit and loss reserve...... 19.6 Revaluation reserve (note 2)...... 143.0 Total shareholder funds...... 459.1 Minority interest...... 9.7 Net assets ...... , ...... 468.8

Indebtedness Unsecured Bank loans and overdrafts ...... 0.0 Loans from Group companies ...... 0.0 Other loans ...... 0.0 0.0

Cashatbank...... 6.3

Notes to unaudited consolidated capitalisation and indebtedness statement of the WB Group. 1. The goodwill write off reserve arose on the acquisition of the Welcome Break business from Forte (UK) Limited in September 1996. 2. The revaluation reserve reflects the revaluation carried out at the time ofthe acquisition ofthe WB Group by the Parent in March 1997 as detailed on page 93 of this document. 3. The determination of the goodwill arising on the acquisition of the WB Group by the Parent has yet to be completed. Until this is finalised it is not possible to determine the extent, if any, that any fair value adjustments that have arisen on that acquisition will be reflected in the accounts of the WB Group, except for the revaluation of tangible fixed assetsreferred to in note 2 above.

90 Capitalisation and Indebtedness of WBL Set out below is the unaudited capitalisation and indebtedness statement of WBL as at 22nd May, 1997. Save as disclosed in this Offering Circular, since 22nd May, 1997 there has been no material change in the capitalisation or indebtedness of WBL. No account has been taken ofthe revaluation oftangible fixed assetscarried out at the time of the acquisition of WBGL by the Parent in March, 1997 as detailed on page 93 of this document. as at 22nd May, 1997 Unaudited &m Capital and Reserves Share Capital Authorised 15,000,OOOordinary shares of&l each ...... 15.0 l,OOO,OOO‘A ’ redeemable shares of &1 each...... 1.0 500,000 ‘B’ redeemable shares of&l each ...... 0.5 16.5

Issued andfulb paid 15,000,OOOordinary shares of&l each ...... 15.0 l,OOO,OOO‘A ’ redeemable shares of&l each...... 1.0 5,000,OOO‘B ’ redeemable shares of &1 each...... 0.5 16.5 Sharepremium...... 28.3 44.8 Reserves Revaluation reserve ...... 182.1 Profit and loss reserve...... 36.1 Total shareholder funds...... 263.0

Indebtedness Unsecured Bank loans and overdrafts ...... 0.0 Loans from Group companies ...... 0.0 Otherloans...... 0.0 0.0

91 Capitalisation and Indebtedness of MSL Set out below is the unaudited capitalisation and indebtedness statement of MSL as at 22nd May, 1997. Save as disclosed in this Offering Circular, since 22nd May, 1997 there has been no material change in the capitalisation or indebtedness of MSL. No account has been taken of the revaluation of tangible fixed assetscarried out at the time of the acquisition of WBGL by the Parent in March, 1997 as detailed on page 93 of this document. as at 22nd Mall, 1997 Unaudited Ail Capital and Reserves Share Capital Authorised 60,000 ordinary shares of &I each...... 0.1

Issued andfulEy paid 60,000 ordinary shares of &1 each...... 0.1 Share premium ...... , ...... 0.3 0.4 Reserves Revaluation reserve ...... 9.1 Profit and loss reserve...... 39.3 Total shareholder funds...... 48.8 Minority interest ...... (4.1) Shareholder funds excluding minority interest ...... 44.7

Indebtedness Unsecured Bank loans and overdrafts ...... 0.0 Loans from Group companies ...... 0.0 Otherloans ...... 0.0 0.0

92 SHORT FORM VALUATION REPORT

22 Hanover Square Jones Lang Wootton London Wl A 2BN International Real Estate Advisers

Welcome Break Limited Welcome Break (Holdings) Limited Welcome Break Group Limited Welcome Break Finance PLC Motorway Services Limited Bankers Trust International PLC Bankers Trustee Company Limited Chase Manhattan International Limited Barclays de Zoete Wedd Limited 5th August, 1997

Gentlemen Welcome Break Group Property Valuation as at 3 1st December, 1996 In accordance with your instructions to provide you with a valuation in connection with the listing of Notes on the Luxembourg Stock Exchange, we have valued the freehold, feuhold and leasehold interests owned or partly owned by the Welcome Break Group in the properties listed in the attached schedule. We set out in the attached schedule summary details of the properties.

Basis of Valuation Our valuation has been carried out in accordance with the Royal Institution of Chartered Surveyors Appraisal and Valuation Manual on the basis of Open Market Value as the 31st December, 1996. Open Market Value is defined as an opinion of the best price at which the sale of an interest in a property would have been completed unconditonally for cash consideration on the date of valuation, assuming: (4 a willing seller; (b) that, prior to the date ofvaluation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest, for the agreement of the price and terms and for the completion of the sale; (4 that the state of the market, level of values and other circumstances were, on any earlier assumed date of exchange of contracts, the same as on the date of valuation; (4 that no account is taken of any additional bid by a prospective purchaser with a special interest; and (4 that both parties to the transaction had acted knowledgeably, prudently and without compulsion. In our opinion Motorway Service Areas fall within the category of properties valued by reference to their trading potential. In our valuation we have taken into account the market’s perception of the trading potential excluding personal goodwill, together with an assumed ability to renew existing licences, consents, certificates and permits (save as otherwise disclosed in the reports on title). We have assumed that any existing franchises and agreements could be transferred to the purchaser (with the only exclusion notified to us being Little Chef and Travelodge). All furniture and furnishings etc. necessary for the continued operation of the property are included in the valuation. Consumable stocks, furniture, furnishing and loose equipment are excluded from the valuation. The valuations are also on the basis that vacant possession will be given on completion of all parts occupied by the vendor and that the properties are not subject to any finance leases.

Information Provided The valuation has been made by valuers who conform with the requirements of the Practice Statements and who are external to the Company.

93 We have been supplied with management accounts for each Motorway Service Area from Welcome Break (except Wheatley) w h’ic h cover the 1996 calendar year, though these span two accounting periods. Figures for January to December 1996 have been interpreted from these management accounts by Messrs Coopers & Lybrand, on behalf of Investcorp. We have relied on these figures which have in turn formed the base date for our cash flow projections. The property at Wheatley comprises an undeveloped site and has been valued in its existing state on the basis of open market value having regard to its trading potential as a Motorway Service Area.

Inspections and Enquiries We made external inspections ofthe properties asvaluers to Investcorp International Ltd in the acquisition of Welcome Break Ltd during October and November 1996. At that time we also made limited enquiries and obtained such further information as was possible within the limitations of the instruction. We have undertaken no further inspections or enquiries. We have not seen original planning consents and we have assumed that, except as indicated to us in the reports on title, the properties have been erected, and are being occupied and used, in accordance with the planning legislation, and that there are no outstanding planning or other statutory notices, which may affect value. We have not been instructed to carry out structural surveys nor to test the services of any of the properties, but any apparent wants of repair have been reflected in our valuations as appropriate.

Tenure We have not read any original documents oftitle or leasesand for the purposes ofthese valuations, we have accepted details of tenure, tenancies, planning consents and all other relevant information which have been supplied by Paisner & Co. and W &J Burness and relied on them. We have considered and relied upon the updated reports on title prepared by Paisner & Co. and W &J Burness and can confirm that the identity of each property corresponds with the description and plans contained therein. As far as we are aware, the properties have the benefit of all rights, licences and other permissions necessary for their current use and are free of encumbrances, restrictions or other outgoings of an onerous nature which would affect their value, other than those which are apparent in the reports on title or which have otherwise been drawn to our attention.

Partnership Agreements and Majority Shareholdings In our valuations we have assumed that the properties are wholly owned except for the properties at Gretna Green and Ross Spur which are partnership agreements and the properties at Charnock Richard, Keele and Newport Pagnell which are majority shareholdings. In accordance with instructions received from Investcorp we have assessedthe value of the 100 per cent. interest and adopted the appropriate percentage in each case. Although we reflect our general understanding of a tenant’s status in our valuations, we have not made specific enquiries as to the financial standing of actual or prospective tenants. Where properties have been valued with the benefit of lettings, it is therefore assumed, unless we have been informed otherwise, that the tenants are capable of meeting their financial obligations under the lease and that there are no arrears of rent or undisclosed breaches of covenant.

Valuation Subject to the above, we are of the opinion that the aggregate of the open market values as at 31st December, 1996, of the relevant interests of Welcome Break in the various properties described in the schedule attached was: 5455J00,000 (FOUR HUNDRED AND FIFTY FIVE MILLION TWO HUNDRED THOUSAND POUNDS) The above total valuation figure represents the aggregatevalue attributable to the individual properties and should not be regarded as a valuation of the portfolio as a whole in the context of a sale as a single lot. No allowances have been made for any expenses of realisation or liability for taxation which might arise in the event of a disposal. We are not aware of any elections that may have been made on certain properties to charge Value Added Tax. Each property is considered as if free and clear of all mortgages or other charges which may be secured thereon.

94 In summary, the properties have been individually valued as operating entities and in our opinion, in the light of the tenure and planning permissions under which they are held, their current usage reflects their highest and best use. It is our opinion therefore that the properties would be purchased as operational entities, fully fitted and ready for trading. Finally, and in accordance with our standard practice, we must state that this valuation report is for the use only of the parties to whom it is addressed, and their professional advisers, for the specific purpose to which it refers and no responsibility whatsoever is accepted to any third party, for the whole or any part of its contents. Neither the whole nor any part of this valuation certificate nor reference thereto, may be included in a published document, statement or circular, or published in any way without our prior written approval of the form and context in which it will appear. Such approval will only be given if sufficient reference is made to the basis on which our valuation has been prepared. Yours faithfully

JONES LANG WOOTTON Chartered Surveyors

95 SCHEDULE

WELCOME BREAK MOTORWAY SERVICE AREAS

Open Market Value as at No Name Brief Description Tenure 31/12/1996 1 Gretna Green Single sided on line service area, situated on Partnership agreement. Rent &6,100,000 the A74(M). Opened in 1993. to an agreed formula, current rent flO,OOO p.a. plus turnover rent. 2 Abington Single sided service area on the southbound Feuhold. &9,800,000 section of the M74. Opened in 1992. 3 Hartshead Moor Two sided 1970’s on line service area between Freehold. &22,500,000 Junctions 25-26 of the M62. 4 Woodall Two sided 1960’s on line service area betwen Pt Freehold. f34,800,000 Junctions 30-3 1 of the Ml. Pt Leasehold. Fixed peppercorn rent. 5 Burtonwood Two sided on line service area situated Leasehold. f5,600,000 between Junctions 7-9 of the M62. Fixed peppercorn rent. 6 Charnock Richard 1960’s two sided on line service area, located Freehold Majority f26,600,000 between Junctions 27-28 of the M6. shareholding. 7 Wheatley Development site with planning consent for Freehold. &18,900,000 service area. Situated at Junction 8 of the M40. 8 Keele 1960’s two sided service area located between Leasehold - fixed f25,500,000 Junctions 15-16 of the M6. peppercorn rent. Majority shareholding. 9 Warwick Modern 1990’s service area, situated on line Leasehold. &43,300,000 between Junctions 12-13 of the M40. Fixed peppercorn rent. 10 Newport Pagnell Early 1960’s on line service area located Pt Freehold. f22,400,000 between Junctions 14-15 of the Ml. Pt Leasehold - fixed peppercorn rent. Majority shareholding. 11 Leicester Forest Late 1960’s two sided on line service area Leasehold. Fixed peppercorn &30,800,000 East situated between Junctions 21-21A of the Ml. rent. 12 Corley Two sided on line service area, opened in Pt Freehold. &36,100,000 1972 and situated on Junctions 3-4 of the M6. Pt Leasehold. Fixed peppercorn rent. 13 Sarn Park Late 1980’s junction service area situated at Freehold. f3,000,000 Junction 36 of the M4. 14 Gordano Early 1970’s junction service area, situated at Leasehold. Fixed peppercorn f16,900,000 Junction 19 of the M5. rent. 15 Michaelwood Two sided on line service area situated Freehold. &24,700,000 between Junctions 13-14 of the M5. 16 Ross Spur Two sided on line service area situated on the Partnership agreement. Rent f400,000 A449 dual carriageway. 537,000 per annum subject to review. 17 South Mimms Late 1980’s junction service area situated at Leasehold. Rent f250,200 &22,900,000 the M25/Al intersection. per annum subject to review. 18 Scratchwood Single sided on line service area, opened in Freehold. f13,400,000 1968 and between Junctions 3-4 of the Ml. 19 Birchanger Green Modern 1990’s single sided on line facility, Pt Freehold. &17,000,000 located at Junction 8 of the Ml 1. Pt Leasehold. Fixed peppercorn rent. 20 Fleet Two sided early 1970’s on line service area, Freehold. f37,000,000 located between Junctions 4a-5 of the M3. 21 Membury Early 1970’s on line service area, situated Leasehold. Fixed peppercorn &29,000,000 between Junctions 14-15 of the M4. rent. 22 Sedgemoor 1980’s single sided service area opposite a Freehold. f8,500,000 Roadchef facility. Located between Junctions 22-21 of the MS. Total f455,200,000

96 22 Hanover Square Jones Lang Wootton London WIA 2BN International Real Estate Advisers

Welcome Break Limited Welcome Break (Holdings) Limited Welcome Break Group Limited Welcome Break Finance PLC Motorway Services Limited Bankers Trust International PLC Bankers Trustee Company Limited Chase Manhattan International Limited Barclays de Zoete Wedd Limited

5th August, 1997

Gentlemen

WELCOME BREAK MOTORWAY SERVICE AREAS Further to our reports and valuation as at 31st December, 1996, you have requested that we provide you with a letter reporting any material changes that would affect our valuations.

We have reviewed the updated Certificates of Title from Paisner & Company and W&J Burness and can confirm that there is nothing contained therein that would lead us to believe there is a material change in Title that would have an effect on our valuations. However, traffic sign agreements have not been produced for several ofthe sites and we have assumed that these are in existence.

We note that in reaching our conclusions in this letter that we have not been provided with further information on the trading position of the company and we have therefore assumed that there has been no material change to the cash flows provided to us as part of the original documentation forming the basis of our valuation last February. On your instructions, we have assumed that there are no changes to the cash flows in terms of net income, growth, room occupancy rates, projected or current costs or any other factors that would have a significant effect on the cash flows projected.

We can further confirm that in terms of market conditions appropriate to this type of operation, we are of the opinion that there has been no material change in the market conditions that would affect the valuations.

Finally, we would reaffirm that the assumptions and qualifications contained in our Valuation Report dated 25th February, 1997 providing property valuations as at 31st December, 1996 are still appropriate and relevant to this statement and our Short Form Valuation Report of even date.

Yours faithfully

JONESLANG WOOTTON Chartered Surveyors

97 DESCRIPTION OF THE NOTES

The following are the Terms and Conditions (the “Conditions”) of the Notes in the form (subject to amendment) in which they will appear in the Trust Deed.

General The &42,000,000 Class Al Secured Floating Rate Notes due 2007 (the “Class Al Notes”), the &85,000,000 Class A2 Secured Floating Rate Notes due 2011 (the “Class A2 Notes”), the &127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 (the “Class A3” Notes, and, togetherwith the Class Al Notes and the Class A2 Notes, the “Class A Notes”) and the &67,000,000 8.284 per cent. Class B Secured Notes due 2017 (the “Class B Notes”, and, together with the Class A Notes, the YNotes”) in each case of Welcome Break Finance PLC (the ccIssuer”)will be constituted by a trust deed expected to be dated 12th August, 1997 (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 so modified) and made between the Issuer and BT Trustees (Jersey) Limited (the “Note Trustee”, which expression shall include its successors or any further or other trustee appointed pursuant to the Trust Deed) as trustee for, inter alias, the holders for the time being of the Notes (the “Noteholders”) and the holders for the time being of the Coupons (as defined below) (the “Couponholders”). Any reference below to a “class” of Notes or ofNoteholders shall be a reference to the Class A Notes or to a particular class of Class A Notes or to the Class B Notes, each as the casemay be, or to the respective holders thereof. Security for the Notes is created pursuant to, and on the terms set out in, a 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) expected to be dated 12th August, 1997 and made between, inter alias, the Issuer and Bankers Trustee Company Limited (the “Security Trustee”, which expression includes its successors or any further or other security trustee appointed pursuant to the Issuer Deed of Charge). By an agency agreement expected to be dated 12th August, 1997 (the “Agency Agreement”, which expression includes such agency agreement 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) and made between the Issuer, the Note Trustee, Banque Internationale a Luxembourg S.A. as Luxembourg paying agent (the “Luxembourg Paying Agent”), Bankers Trust Company as principal paying agent (the “Principal Paying Agent” and, together with the Luxembourg Paying Agent and such additional paying agents, if any, appointed from time to time in respect of the Notes, the “Paying Agents”) and Bankers Trust Company as agent bank (the “Agent Bank’ and together with the Paying Agents, the “Agents”) provision is made for, inter alia, the payment of principal and interest in respect of the Notes of each class. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, the Agency Agreement and the Issuer Deed of Charge. Copies of: (a) the Trust Deed, the Agency Agreement, the Issuer Deed of Charge and the Master Definitions and Construction Schedule signed by Freshfields and Allen & Over-y for the purposes of identification only on 12th August, 1997 (the “Master Definitions and Construction Schedule”); and (b) the Liquidity Facility Agr eement, the Issuer Revolving Facility Agreement, the Issuer/WBG Facility Agreement, the WB Group Deed of Charge, the WB Standard Security, the Fees and Expenses Letter, the Servicing and Cash Management Agreement, the Financial Advisory Services Agreement, the Hedging Agreement and any interest rate cap agreements written thereunder (all as defined in the Master Definitions and Construction Schedule) (together with the documents referred to in paragraph (a) above, the “Relevant Documents”), are available for inspection by the Noteholders at the London Branch for the time being of the Principal Paying Agent, being at the date hereof at 1 Appold Street, Broadgate, London EC2A 2HE and at the specified offices of the Luxembourg Paying Agent. The Noteholders and the Couponholders (if any) are entitled to the benefit of, are bound by, and are deemed to have notice of, all ofthe provisions of the Trust Deed and the Issuer Deed of Charge, and are deemed to have notice of all of the provisions of the Agency Agreement and the other Relevant Documents. The issue of the Notes was authorised by a resolution of the Board of Directors of the Issuer passed on 4th August, 1997.

Global Notes The Notes of each class shall be initially represented by (i) in the case of the Class Al Notes, a temporary global note in the principal amount of f42,000,000 (the “Class Al Temporary Global Note”), (ii) in the case of the Class A2 Notes, a temporary global note in the principal amount of &85,000,000 (the ‘Class A2 Temporary

98 Global Note”), (iii) in the case of the Class A3 Notes, a temporary global note in the principal amount of &127,000,000 (the “Class A3 Temporary Global Note” and, together with the Class Al Temporary Global Note and the Class A2 Temporary Global Note, the “Class A Temporary Global Notes”) and (iv) in the case ofthe Class B Notes, a temporary global note in the principal amount of &67,000,000 (the “Class B Temporary Global Note” and, together with the Class A Temporary Global Notes, the “Temporary Global Notes”), in each case without Coupons attached. Each Temporary Global Note will be deposited on behalf of the subscribers of each class of Notes with Bankers Trust Company, as the common depositary (the “Common Depositary”) for Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear system (“Euroclear”) and Cede1 Bank, societe anonyme (“Cede1 Bank”), on the date of issue of the Notes (the “Closing Date”) which is expected to be 12th August, 1997 or such later date as may be agreed by the Issuer, the Co-Lead Managers on behalf of the Managers, and the Note Trustee. Upon deposit of each such Temporary Global Note, Euroclear or Cede1 Bank will credit each subscriber of Notes represented by such Temporary Global Note with the principal amount of the relevant class of Notes equal to the principal amount thereof for which it has subscribed and paid. Interests in the Class Al Temporary Global Note, the Class A2 Temporary Global Note, the Class A3 Temporary Global Note and the Class B Temporary Global Note will each be exchangeable not earlier than 40 days after the Closing Date (the “Exchange Date”), provided that certification of non-U.S. beneficial ownership by the relevant Noteholders has been received, for interests in a permanent global note in that class (respectively, the ‘Class Al Permanent Global Note”, the “Class A2 Permanent Global Note”, the “Class A3 Permanent Global Note” and the “Class B Permanent Global Note” and, together, the “Permanent Global Notes”), without Coupons attached. (The expression “Global Notes” means the Class Al Temporary Global Note, the Class A2 Temporary Global Note, the Class A3 Temporary Global Note, the Class B Temporary Global Note, the Class Al Permanent Global Note, the Class A2 Permanent Global Note, the Class A3 Permanent Global Note and the Class B Permanent Global Note or the Temporary Global Note and the Permanent Global Note of a particular class, and the expression “Global Note” means any of them). On the exchange of a Temporary Global Note for a Permanent Global Note of the relevant class, the Permanent Global Note will remain deposited with the Common Depositary.

Title to the Global Notes will pass by delivery. Interest and principal on each Global Note will be payable against presentation of the Global Note by the Common Depositary to the Principal Paying Agent provided that certification of non-U.S. beneficial ownership by the relevant Noteholders has been received by Euroclear or Cede1 Bank (as described below). A record of each payment made on a Global Note, distinguishing between any payment of principal and payment of interest, will be endorsed on the relevant schedule to that Global Note by the Paying Agents (or the Paying Agents shall procure that such endorsement be made) and such record shall be primafacie evidence that the payment in question has been made. Each Permanent Global Note will only be exchangeable for definitive Notes in the limited circumstances described below. Each of the persons appearing from time to time in the records of Euroclear or Cede1 Bank as the holder of a Note other than Cede1 Bank in the case of Euroclear, and Euroclear in the case of Cede1 Bank, will be entitled to receive any payment so made in respect of that Note in accordance with the respective rules and procedures of Euroclear or Cede1 Bank, as appropriate. Such persons shall have no claim directly against the Issuer in respect ofpayments due on the Notes, which must be made to the holder of the relevant Global Note, for so long as such Global Note is outstanding. Each such person must give a certificate as to non-U.S. beneficial ownership as of the earlier of(i) the date on which the Issuer is obliged to exchange the relevant Temporary Global Note for the relevant Permanent Global Note, which date shall be no earlier than the Exchange Date, or (ii) the first Interest Payment Date, in order to obtain any payment due on the Notes.

For so long as any Notes are represented by a Global Note, such Notes will be transferable in accordance with the rules and procedures for the time being of Euroclear or Cede1 Bank, as appropriate.

For so long as any Notes are represented by a Global Note, each person who is for the time being shown in the records of Euroclear, or of Cede1 Bank, as the holder of a particular Principal Amount Outstanding of a particular class of Notes (other than Cede1 Bank or Euroclear) will be entitled to be treated by the Issuer and the Note Trustee as a holder of such Principal Amount Outstanding of such class of Notes.

For so long as any Notes are represented by a Global Note and such Global Note is held on behalf of a clearing system, notices to those Noteholders whose Notes are represented by such Global Note may be given by delivery of the relevant notice to the clearing system for communication by it to entitled accountholders in substitution for publication as required by the relevant Conditions provided that solong asthe Notes arelisted on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wart).

99 “Noteholders” means, in relation to any Notes represented by a Global Note, each person who is for the time being shown in the records of Cede1 Bank or Euroclear as the holder of a particular Principal Amount Outstanding of such Notes (other than Cede1 Bank or Euroclear), in which regard any certificate or other document issued by Cede1 Bank or Euroclear as to the Principal Amount Outstanding of Notes standing to the account of any person shall be conclusive and binding for all purposes, and such person shall be treated by the Issuer and the Note Trustee as the holder of such Principal Amount Outstanding of such Notes for all purposes, other than for the purpose of payments in respect thereof, the right to which shall be vested, as against the Issuer and the Note Trustee, solely in the bearer of the relevant Global Note in accordance with and subject to its terms, and for such purpose “Noteholders” means the bearer of the relevant Global Note. If, after the Exchange Date: (i) the Notes become due and repayable pursuant to Class A Condition 9 or Class B Condition 9; or (ii) either Euroclear or Cede1 Bank 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 ceasebusiness; or (iii) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political sub-division thereof) or of any authority therein or thereof having power to tax, or in the interpretation or administration of such laws or regulations which become effective on or after the Closing Date, the Issuer is or the Paying Agents are or will be required to make any deduction or withholding from any payment in respect of the Notes which would not be required were the Notes in definitive form, then the Issuer will, at its sole cost and expense, issue: (A) Class Al Notes in definitive form in exchange for the whole outstanding interest in the Class Al Permanent Global Note; and/or (B) Class A2 Notes in definitive form in exchange for the whole outstanding interest in the Class A2 Permanent Global Note; and/or (C) Class A3 Notes in definitive form in exchange for the whole outstanding interest in the Class A3 Permanent Global Note; and/or (D) Class B Notes in definitive form in exchange for the whole outstanding interest on the Class B Permanent Global Note, in each case within 30 days of the occurrence of the relevant event.

100 TERMS AND CONDITIONS OF THE CLASS A NOTES

If ClassA Notes are issuedin definitiveform, the termsand conditions fiulyect to amendmentand completion)set out on each ClassA Note (the “Class A Conditions”) will be as set out below. R?hilethe Notes remain in globalform, the same terms and conditionsgovern the ClassA Notes, exceptto the extent that t&v are not appropriatefor ClassA Notes in global f orm.

The &42,000,000 Class Al Secured Floating Rate Notes due 2007 (the “Class Al Notes”), the f85,000,000 Class A2 Secured Floating Rate Notes due 2011 (the “Class A2 Notes”), the f127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 (the “Class A3” Notes, and, together with the Class Al Notes and the Class A2 Notes, the “Class A Notes”) and the &67,000,000 8.284 per cent. Class B Secured Notes due 2017 (the “Class B Notes”, and together with the Class A Notes, the “Notes”) in each case of Welcome Break Finance PLC (the ‘cIssuer”) will be constituted by a trust deed expected to be dated 12th August, 1997 (the ‘

Copies of the Trust Deed, the Agency Agreement, the Issuer Deed of Charge, the master definitions and construction schedule signed by Freshfields and Allen & Overy for the purposes of identification on 12th August, 1997 (the “Master Definitions and Construction Schedule”), the Liquidity Facility Agreement, the Issuer Revolving Facility Agreement, the Issuer/WBG Facility Agreement, the WB Group Deed of Charge, the WB Standard Security, the Servicing and Cash Management Agreement, the Financial Advisory Services Agreement and the Hedging Agreements (all as defined in the Master Definitions and Construction Schedule) (together, the “Relevant Documents”), are available for inspection by the Class A Noteholders at the London Branch for the time being of the Principal Paying Agent, being at the date hereof at 1 Appold Street, Broadgate, London EC2A 2HE and at the specified offices of the Luxembourg Paying Agent.

Capitalised terms not otherwise defined in these Class A Conditions shall bear the meaning given to them in the Master Definitions and Construction Schedule available for inspection as described above.

1. Form, Denomination and Title The Class A Notes, which are serially numbered, are issued in bearer form in denominations of &l,OOO, &lO,OOOand &lOO,OOOeach with interest coupons and talons (respectively, “Coupons” and “Talons”) attached and a grid endorsed thereon for the recording of all payments ofprincipal in accordance with the provisions of Class A Condition 5. Title to the Class A Notes and Coupons shall pass by delivery.

The holder of any Class A Note and the holder of any Coupon 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 Class A Note or Coupon, as the case may be, regardless of any notice of ownership, theft or loss, of any trust or other interest therein or of any writing thereon.

101 The holder of each Coupon (whether or not the Coupon is attached to the relevant Class A Note) in his capacity as such shall be subject to and bound by all the provisions contained in the relevant Class A Note.

2. Status and Priority Status (4 The Class A Notes and Coupons constitute direct, secured, unconditional and unsubordinated obligations ofthe Issuer and are secured over the assetsof the Issuer pursuant to and as more fully described in the Issuer Deed of Charge (the “Issuer Security”). The Issuer Security also securesthe Class B Notes. The Class A Notes rankparipassu without preference or priority amongst themselves. The rights of the holders of the Class A Notes in respect of priority of payment of interest and principal are set out in Class A Conditions 4 and 5. (b) (i) The Trust D eed contains provisions requiring the Note Trustee to have regard to the interests of the holders of the Class A and Class B 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 ofthe Class A Noteholders and the interests ofthe Class B Noteholders. (ii) The Issuer Deed of Charge contains provisions requiring the 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 Security Trustee (except where expressly provided otherwise), but requiring the Security Trustee in any such case to have regard only (except where specifically provided otherwise) to: (aa) (for so long as there are any Class A Notes outstanding or any amounts drawn or available to be drawn under the Revolving Facility) the interests of Class A Noteholders and the Revolving Facility Providers if, in the Security Trustee’s opinion, there is a conflict between the interests of (x) the Class A Noteholders and the Revolving Facility Providers and (y) the Liquidity Facility Providers, the Class B Noteholders and the other Issuer Secured Creditors (or any of them), save that, for so long as there are any amounts outstanding or available to be drawn under the Liquidity Facility, (i) the Liquidity Facility Agent’s prior written consent (such consent not to be unreasonably withheld or delayed) will be required, in certain circumstances in the event of any variation, amendment or waiver of a Relevant Document; and (ii) the Security Trustee will not be bound to take any proceedings against the Issuer unless (in accordance with Class A Condition 10) it has been so directed by two authorised officers of the Liquidity Facility Agent; (bb) (for so long as there are any amounts drawn or available to be drawn under the Liquidity Facility) the interests of the Liquidity Facility Providers if, in the Security Trustee’s opinion, there is a conflict between the interests of (x) the Liquidity Facility Providers and (y) the Class B Noteholders and the other Issuer Secured Creditors (or any of them) (other than the Class A Noteholders and the Revolving Facility Providers and subject as provided in sub-paragraph (aa) above); and (cc) 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. (iii) The WB Group Deed of Charge contains provisions requiring the Security Trustee (in its capacity as security trustee for the creditors secured thereby) to have regard to the interests of the Ancilliary Facilities Provider and the Issuer as regards all powers, trusts, authorities, duties and discretions of the Security Trustee (except where expressly provided otherwise), but requiring the Security Trustee in any such case to have regard only to (for as long as there are any amounts outstanding under the Issuer/WBG Facility Agreement) the interests of the Issuer if, in the Security Trustee’s opinion, there is a conflict between the interests of the Issuer and the interests of the Ancillary Facilities Provider save that, for so long as there are any amounts outstanding or available to be drawn under the Liquidity Facility, the Liquidity Facility Agent’s prior written consent (such consent not to be unreasonably withheld or delayed) will be required in certain circumstances in the event of any variation, amendment or waiver of a Relevant Document.

(4 The Security Trustee shall assume, for the purposes of exercising any power, trust, authority, duty or discretion under or in relation to these Class A Conditions or any of the Relevant Documents, that such exercise will not be materially prejudicial to the interests of the Class A Noteholders, the Revolving Facility Providers, the Liquidity Facility Providers and the other Issuer Secured Creditors if the Rating Agencies have confirmed that the then current rating of the Notes would not be adversely affected by such exercise.

102 (4 All classesofNotes are subject to the provisions of the Trust Deed, the Agency Agreement, the Issuer Deed of Charge, the Master Definitions and Construction Schedule, the Liquidity Facility Agreement, the Issuer Revolving Facility Agreement, the Issuer/WBG Facility Agreement, the WB Group Deed of Charge, the WB Standard Security, the Fees and Expenses Letter, the Servicing and Cash Management Agreement, the Financial Advisory Services Agreement, the Hedging Agreement and any interest rate cap agreements written thereunder (together the “Relevant Documents”). The Class A Noteholders will share in the benefit of the security created by the Issuer Deed of Charge, upon and subject to the terms thereof.

3. Covenants Save with the prior written consent of the Security Trustee or as provided in or envisaged by any of the Relevant Documents, the Issuer shall not, so long as any Note remains outstanding (as defined in the Trust Deed): Negative Pledge create or permit to subsist any Encumbrance (unless arising by operation of law) or other security interest whatsoever over any of its assetsor sell or otherwise dispose of any part of its assets(including any uncalled capital) or its undertaking, present or future, or the Issuer Security; Restrictions on Activities (i) engage in any activity whatsoever which is not incidental to or necessary in connection with any of the activities in which the Relevant Documents provide or envisage that the Issuer will engage; or (ii) have any subsidiaries, any subsidiary undertaking (as defined in the Companies Act 1985) or any employees or premises; 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; 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; Borrowings incur any indebtedness in respect of borrowed money whatsoever except in respect of the Notes and any Further Notes or give any guarantee in respect of indebtedness or of any obligation of any person; Merger consolidate or merge with any other person or convey or transfer its properties or assetssubstantially as an entirety to any other person; Other permit the validity or effectiveness of any of the Relevant 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 Class A Conditions, the Class B Conditions, the Issuer Deed of Charge or any of the other Relevant Documents to which it is a party, or permit any party to any of the Relevant Documents to which it is a party, or the Issuer Security or any other person whose obligations form part of the Issuer Security to be released from such obligations, or dispose of any part of the Issuer Security, save as envisaged in the Relevant Documents to which it is a party; VAT apply to become part of any group for the purposes of Section 43 of the Value Added Tax Act 1994 with any other company or group of companies, 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; Bank accounts have an interest in any bank account other than the Issuer Transaction Account, the Issuer Cash Collection Account, the Revolving Facility Reserve Account and the Liquidity Facility Reserve Account, unless such account or interest therein is charged to the Security Trustee on terms acceptable to it; or

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.

103 In giving any consent to the foregoing, the Security Trustee may require the Issuer to make such modifications or additions to the provisions of any of the Relevant Documents or may impose such other conditions or requirements as the Security Trustee may reasonably deem expedient (but, in the event of conflict, subject to the provisions of Class A Condition 2(b)) in th e interests of the Liquidity Facility Providers and the Noteholders, provided that such modifications or additions do not cause any downgrade in the then current rating of any class of the Notes.

4. Interest 64 Period of Accrual The Class A Notes bear interest on their Principal Amount Outstanding (as defined in Class A Condition 5(e)) from (and including) the Closing Date. Each Class A Note (or in the case of the redemption of part only of a Class A Note, that part only of such Class A Note) shall ceaseto bear interest from its due date for redemption unless, upon due presentation, payment 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 Class A Note up to (but excluding) the date on which, on presentation of such Class A 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 Principal Paying Agent to the holder thereof (in accordance with Class A Condition 14) that upon presentation thereof, such payment will be made, provided that upon such presentation payment is in fact made. Whenever it is necessary to compute an amount of interest in respect of any Class A Note for any period (including any Interest Period (as defined below)), such interest shall be calculated (i) in the case of the Class Al Notes and the Class A2 Notes, on the basis of actual days elapsed and a 365 day year and (ii) in the case of the Class A3 Notes, on the basis of a month of 30 days duration and a 360 day year.

Interest Payment Dates and Interest Periods Interest on the Class A Notes is payable quarterly in arrear on 1st March, 1st June, 1st September and 1st 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 Ynterest Payment Date”) in respect of the Interest Period (as defined below) ending immediately prior thereto. The first such payment is due on 1st December, 1997 in respect of the period from (and including) the Closing Date to (but excluding) 1st December, 1997. In these Class A Conditions: “Interest Period” shall mean:

6) in the case of the Class Al Notes and the Class A2 Notes, the period from (and including) an Interest Payment Date (or, in respect ofpayment ofthe first Interest Amount (as defined in Class A Condition 4(f) below), the Closing Date) to (but excluding) the next following Interest Payment Date (or, in respect of the payment of the first Interest Amount, 1st December, 1997); (ii) in the caseof the Class A3 Notes, the period from (and including) the Closing Date to (and including) 30th November, 1997 and, thereafter, the period from (and including) 1st March, 1st June, 1st September and 1st December in each year to (and including) the following 31st May, 31st August, 30th November and 28th February (or, in the case of a leap year, 29th February), respectively; and “business day” shall (other than in Class A Condition 6) mean a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of London.

Presentationof Coupons On issue, Coupons relating to the Class A Notes in definitive form are attached to the Notes. Interest payments on the Class A Notes will be made against presentation and surrender of the appropriate Coupons in accordance with Class A Condition 6 below, except as provided therein.

Rate of interest on the ClassAl Notes and the ClassA2 Notes The rate ofinterest payable from time to time in respect ofthe Class Al Notes and the Class A2 Notes (each an “FRN Rate of Interest”) will be determined by the Agent Bank on each Interest Payment Date in respect of the Interest Period commencing on that date, and on the Closing Date in respect of the first Interest Period (each an “Interest Determination Date”).

104 The FRN Rate of Interest for each Interest Period beginning on the Interest Determination Date shall be the aggregate of: (i) the Relevant Margin; and (ii) (A) the arithmetic mean of the offered quotations to leading banks (rounded to four decimal places with the mid-point rounded up) 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-bankmarket which appear on Telerate Screen Page No. 3750 (the YScreenRate ”) (or, in respect of the first such Interest Period, an interpolation thereof (rounded to four decimal places with the mid-point rounded up) calculated on the basis of the number of days more than three months 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 ceasesto 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) as may replace the Telerate Monitor) at or about 11.00 a.m. on such date; or (B) ifthe Screen Rate is not then 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) (or, in the case of the first Interest Period, for calculating the interpolated rate thereon), the arithmetic mean (rounded to four decimal places with the mid-point rounded up) ofthe rates notified to the Agent Bank at its request by each ofthe Reference Banks (as defined in Class A Condition 4(j) below) as the rate at which 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 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 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 Agent Bank with such an offered quotation, the Agent Bank shall forthwith consult with the Note Trustee and the Issuer for the purposes of agreeing one additional bank to provide such a quotation or quotations to the Agent Bank (which bank is in the opinion of the Note Trustee suitable for such purpose) and the rate for the Interest Period in question shall be determined, as aforesaid, on the basis ofthe offered quotations ofsuch 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 (B) shall have applied. For the purposes of this Class A Condition 4(d)(i), the “Relevant Margin” shall be: (a) for the Class Al Notes, 0.65 per cent. per annum; (b) for the Class A2 Notes: (i) for the period from the Closing Date up to (but excluding) the Interest Payment Date falling in September 2007,0.85 per cent. per annum; (ii) for the period from (and including) the Interest Payment Date falling in September 2007 to the date when all the Class A2 Notes have been redeemed in full, 2.0 per cent. per annum. Rate of interest on the ClassA3 Notes The rate of interest payable in respect of the Class A3 Notes shall be 7.95 per cent. per annum (the “Class A3 Rate of Interest,,) payable in respect of each Interest Period in arrear on each Interest Payment Date. n Determination of FRN Rates of Interest and Calculation of Interest Amounts The Agent Bank shall, on each Interest Determination Date, determine and notify the Issuer, the Note Trustee and the Principal Paying Agent of(i) the FRN Rate of Interest applicable to the Interest Period beginning on and including such Interest Determination Date in respect of the Class Al Notes and the Class A2 Notes and (ii) the sterling amount (the “Interest Amount”) payable in respect of such Interest Period in respect of the Class Al Notes, the Class A2 Notes and the Class A3 Notes. The Interest Amount in respect of the Class Al Notes and the Class A2 Notes shall be calculated by applying the FRN Rate of Interest to the Principal Amount Outstanding of the Class Al Notes and the Class A2 Notes, respectively, and the Interest Amount in respect of the Class A3 Notes shall save where the Class A3 Notes have been redeemed otherwise than pursuant to Class A Condition 5 (b) below be as follows:

105 ClassA3 Note Interest Amount @er&lo, 000 denomination) Interest Payment Date December 1997 238.50 March 1998 198.75 June 1998 198.75 September 1998 198.75 December 1998 198.75 March 1999 198.75 June 1999 198.75 September 1999 198.75 December 1999 198.75 March 2000 198.75 June 2000 198.75 September 2000 198.75 December 2000 198.75 March 2001 198.75 June 2001 198.75 September 2001 198.75 December 2001 198.75 March 2002 198.75 June 2002 198.75 September 2002 198.75 December 2002 198.75 March 2003 198.75 June 2003 198.75 September 2003 198.75 December 2003 198.75 March 2004 198.75 June 2004 198.75 September 2004 198.75 December 2004 198.75 March 2005 198.75 June 2005 198.75 September 2005 198.75 December 2005 198.75 March 2006 198.75 June 2006 198.75 September 2006 198.75 December 2006 198.75 March 2007 198.75 June 2007 198.75 September 2007 198.75 December 2007 198.75 March 2008 198.75 June 2008 198.75 September 2008 198.75 December 2008 198.75 March 2009 198.75 June 2009 198.75 September 2009 198.75 December 2009 198.75 March 2010 198.75 June 2010 198.75 September 2010 198.75 December 2010 198.75 March 2011 198.75 June 2011 198.75

106 ClassA3 Note Interest Amount (per &lo, 000 Interest Payment Date denomination) September 2011 188.58 December 2011 178.41 March 2012 167.84 June 2012 157.28 September 2012 146.72 December 2012 136.15 March 2013 125.20 June 2013 114.24 September 2013 103.29 December 2013 92.33 March 2014 80.99 June 2014 69.64 September 2014 58.29 December 2014 46.95 March 2015 35.21 June 2015 23.47 September 2015 11.74

M Publication of the FRN Rate of Interest, the Interest Amount and other Notices As soon as practicable after receiving notification thereof, the Agent Bank will cause the FRN Rate of Interest and the Interest Amount applicable to each class of Class A Notes for each Interest Period and the immediately succeeding Interest Payment Date to be notified to the Luxembourg Stock Exchange (for so long as the Class A Notes are listed on the Luxembourg Stock Exchange) and will cause notice thereofto be given to the relevant class of Class A Noteholders in accordance with Condition 14.

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

0 Not@ations to be Final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes ofthis Class A Condition 4, whether by the Reference Banks (or any of them) or th e A gent Bank or the Note Trustee shall (in the absence ofwilful default, bad faith or manifest error) be binding on the Issuer, the Reference Banks, the Agent Bank, the Note Trustee and all Class A Noteholders and Couponholders and (in such absence as aforesaid) no liability to the Class A Noteholders or Couponholders shall attach to the Issuer, the Reference Banks, the Agent Bank or the Note Trustee in connection with the exercise or non-exercise by them or any ofthem of their powers, duties and discretions hereunder.

61 ReferenceBanks and Agent Bank The Issuer shall ensure that, so long as any ofthe Class A Notes remains outstanding, there shall at all times be three Reference Banks and an Agent Bank. The initial Reference Banks shall be the principal London office of each of Bankers Trust Company, Barclays Bank PLC and The Chase Manhattan Bank. 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 bank as may have been previously approved in writing by the Note Trustee to act as such in its place. The Agent Bank may not resign until a successor so approved by the Note Trustee has been appointed.

107 5. Redemption, Purchase and Cancellation (4 Final Redemption Unless previously redeemed in full as provided in this Class A Condition 5, the Issuer shall redeem the Class A Notes at their Principal Amount Outstanding as follows:

(i) the Class A 1 Notes, on the Interest Payment Date falling in June 2007;

(ii) the Class A2 Notes, on the Interest Payment Date falling in March 2011; and

(iii) the Cl assA 3 Notes, on the Interest Payment Date falling in September 2015.

The Issuer may not redeem Class A Notes in whole or in part prior to that date except as provided below in Class A Condition 5(b), (c) or (d) but without prejudice to Class A Condition 9.

Mandatory Redemption Prior to the service of a Class A Note Enforcement Notice (as defined in Class A Condition 9), the Class A Notes shall, subject to Condition 5(c) and (e), b e rep ai d in instalments on each Interest Payment Date (except in respect of Class A Notes surrendered to the Issuer and cancelled pursuant to Class A Condition 5(h) below) in the aggregate principal amounts specified for each Class (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 &lO,OOOdenomination of each Class A Note.

Interest Payment Date ClassAl Note ClassA2 Note ClassA3 Note Amortisation Amortisation Amount Amount Amount & & & June 2004 357.14 September 2004 833.33 December 2004 833.33 March 2005 833.34 June 2005 833.33 September 2005 833.33 December 2005 833.34 March 2006 833.33 June 2006 833.33 September 2006 833.34 December 2006 892.86 March 2007 892.86 June 2007 357.14 264.71 September 2007 441.18 December 2007 529.41 March 2008 529.41 June 2008 529.41 September 2008 529.41 December 2008 647.06 March 2009 647.06 June 2009 647.06 September 2009 647.06 December 2009 764.70 March 2010 764.70 June 2010 764.70 September 2010 764.71 December 2010 764.71 March 2011 764.71 June 2011 511.81 September 2011 511.81 December 2011 531.50 March 2012 531.50 June 2012 531.50 September 2012 531.50

108 Interest Payment Date Class Al Note ClassA2 Note ClassA3 Note Amortisation Amortisation Amortisation Amount Amount Amount & & & December 2012 551.18 March 2013 551.18 June 2013 551.18 September 2013 551.18 December 2013 570.86 March 2014 570.86 June 2014 570.87 September 2014 570.87 December 2014 590.55 March 2015 590.55 June 2015 590.55 September 2015 590.55

Optional redemption On giving not more than 60 nor less than 30 days’ notice to the Note Trustee and provided that, on the Interest Payment Date on which such notice expires, no Class A Note Enforcement Notice has been served, and further provided that it 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 each class of the Notes, the Issuer may redeem some or all of the Class A Notes (provided that the minimum amount of any such redemption will be &l,OOO,OOOin principal amount of a class of Class A Notes and thereafter in multiples of &lOO,OOOof principal amount) on any Interest Payment Date. The aggregatePrincipal Amount Outstanding ofthe Class A Notes to be redeemed is hereafter referred to as the “redemption amount”. The Issuerwill, on exercise ofits option to redeem pursuant to this Class A Condition 5(c), redeem Class A Notes in the following order: (aa) first, up to 30 per cent. of the initial aggregate Principal Amount Outstanding of Class Al Notes as at the Closing Date; (bb) second&,up to 30 per cent. of the initial aggregatePrincipal Amount Outstanding of Class A2 Notes as at the Closing Date; (cc) thirdly, the remaining Principal Amount Outstanding of the Class Al Notes (including any further Class Al Notes); (dd) fourth&, the remaining Principal Amount Outstanding of the Class A2 Notes (including any further Class A2 Notes); and (ee) fz$My, pro rata, the Class A3 Notes. For the avoidance of doubt and save as provided in Class A Condition 5(c)(bb) above, no Class A2 Note may be redeemed while any Class Al Note remains outstanding. No Class A3 Note may be redeemed while any Class A2 Note remains outstanding. Any Class A Notes redeemed in accordance with this Class A Condition 5(c) 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 on the relevant class of Class A Notes up to and including the date of repayment: (i) Class Al red em pt ion amount: (A) if redemption of the Class Al Notes pursuant to this Class A Condition 5(c) occurs on or before the Interest Payment Date falling in December 2000, that part of the redemption amount which, when aggregated with the principal amount of Class Al Notes which have previously been redeemed pursuant to this Class A Condition 5(c), does not exceed 30 per cent. of the initial aggregate Principal Amount Outstanding of the Class Al Notes as at the Closing Date shall be redeemed at par and the balance shall be redeemed at a premium equal to 101 per cent. of their aggregate Principal Amount Outstanding and (B) i f such redemption occurs after the Interest Payment Date falling in December 2000, the Class Al Notes or part thereof shall be redeemed at par;

109 (ii) Class A2 redemption amount: (A) if redemption of the Class A2 Notes pursuant to this Class A Condition 5(c) occurs on or before the Interest Payment Date falling in December 2000, that part of the redemption amount which, when aggregated with the principal amount of Class A2 Notes which have previously been redeemed pursuant to this Class A Condition 5(c), does not exceed 30 per cent. of the aggregate initial Principal Amount Outstanding of the Class A2 Notes as at the Closing Date shall be redeemed at par and the balance shall be redeemed at a premium equal to 101 per cent. of their aggregate Principal Amount Outstanding and (B) i f such redemption occurs after the Interest Payment Date falling in December 2000, the Class A2 Notes or part thereof shall be redeemed at par;

(iii) Class A3 redemption amount: The principal amount of the Class A3 Notes to be redeemed shall be redeemed at a price equal to whichever is the higher of the following:

(A) par; and 09 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 A3 Notes on the Relevant Date is equal to the Gross Redemption Yield at 3.00 p.m. (London time) on that date of the Relevant Treasury Stock and so that, for the purpose of this sub-paragraph (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 this Class A Condition 5(c); “Gross Redemption Yield” means a yield calculated on the basis indicated by the Joint Index and Classification Committee of the Institute and Faculty ofActuaries, 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 Agent Bank shall determine to be a benchmark gilt the maturity ofwhich most closely matches the then average life of the Class A3 Notes as calculated by the Agent Bank.

Any amounts applied in redemption ofthe Principal Amount Outstanding of Class A Notes in accordance with this Class A Condition 5(c) (but not in respect of any premium payable in accordance with Class A Condition 5(c)(i), 5(c)(ii) or 5(c)(iii)) shall be applied in satisfaction of the Issuer’s obligations to pay the Amortisation Amounts in accordance with Class A Condition 5(b). All amounts paid in accordance with this Class A Condition 5(c) shall be applied (i) in the case of the Class Al Notes and the Class A2 Notes as to Amortisation Amounts (and any premia payable thereon) in respect of such class of Class A Notes due earlier in time before those due later in time and (ii) in the case of the Class A3 Notes by applying the redemption amounts pro rata to reduce the Amortisation Amounts.

The principal amount to be redeemed in respect of each Class A Note (the “Note Principal Payment”) on any Interest Payment Date under Class A Condition 5(b) or (c ) ab ove shall, in relation to the Class A Notes of a particular class, be apro rata share of the aggregate amount required to be applied in redemption of Class A Notes of that class on such Interest Payment Date under paragraph (b) or (c) above (rounded down to the nearest penny), provided always that no such Note Principal Payment may exceed the Principal Amount Outstanding of the relevant Class A Note.

Redemptionfor taxation or other reasons If the Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that:

(9 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 Class A Notes or the Class B Notes (other than where the relevant holder has some connection with the United Kingdom other than the holding of Class A Notes or the Class B Notes or related Coupons) 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 assessedby the United Kingdom or any political sub-division thereof or any authority thereof or therein;

(ii) 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/WBG Facility Agreement; or

110 (iii) by reason of a change in tax law (or the application or official interpretation thereof) on the next Interest Payment Date the Borrower under the Issuer/WBG Facility Agreement would be required to deduct or withhold from any payment ofprincipal, 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 ofwhatever nature imposed, levied, collected, withheld or assessedby the United Kingdom or any political sub-division thereof or any authority thereof or therein, then the Issuer shall, in order to avoid the relevant event described in(i), (ii ) or (iii’ ) ab ove,useitsreasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction approved by the Note Trustee as principal debtor under the Class A Notes and the Class B Notes and Lender under the Issuer/WBG Facility Agreement, as the case may be, upon the Note Trustee being satisfied that such substitution will not be materially prejudicial to the Class A Noteholders and that the position ofthe Issuer Secured Creditors will not thereby be adversely affected. If the Issuer is unable to arrange such a substitution and, as a result, one or more ofthe events described in (i), (ii) or (iii) above (as the casemay be) is continuing, then the Issuer may, on any date and having given not more than 60 nor less than 30 days’ notice (or, in the caseof an event described in (ii) above, such shorter period expiring on or before the latest date permitted by the relevant law) to the Note Trustee and the Noteholders in accordance with Class A Condition 14 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, redeem all but not some only of the Class Al Notes, the Class A2 Notes and the Class A3 Notes at par together with accrued but unpaid interest on their Principal Amount Outstanding up to and including the date of repayment. Provided that any Class Al Note or Class A2 Note which is redeemed in accordance with this Class A 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 the Redemption Date and (ii) an additional amount equal to the greater of:

(a) PA0 x (A-B)x ’ 365 [ 1 where: PA0 is the Principal Amount Outstanding of such Class Al Note and/or Class A2 Note to be redeemed on the Redemption Date; and A is the prevailing FRN Rate ofInterest (including the Relevant Margin) for the Interest Period during which the Redemption Date falls; and Bis LIBOR determined on the Relevant Date for a period equal to the period from (and including) the business day following the Redemption Date (to but excluding) the next succeeding Interest Payment Date (the “Relevant Period”); and Cis the number of days in the Relevant Period; and (b) zero For the purposes of this condition LIBOR means the rate displayed on Telerate on display page 3750 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 Telerate on display page 3750 on such date. For the purposes of this Class A Condition 5(d) “R e1 evant Date” means the fifth business day prior to the relevant Redemption Date.

Note Principal Payments,Principal Amomt Outstanding and Pool Factor Five business days before each Interest Payment Date (a “Calculation Date”), the Agent Bank shall determine (i) the amount of any Note Principal Payment due on the next following Interest Payment Date, (n“) t h e Prmci p a1 Amount Outstanding (as defined below) of each Class A Note on the next following Interest Payment Date (after deducting any Note Principal Payment due to be made on that Interest Payment Date) and (iii) the fraction expressed as a decimal to the sixth point (the “Pool Factor”), ofwhich the numerator is the Principal Amount Outstanding of a Class A Note (as referred to in (ii) above) and the denominator is 1,000, 10,000 or 100,000 depending on the denomination of the relevant Class A Note. Each determination by the Agent Bank of any Note Principal Payment, the Principal Amount Outstanding of a Class A Note and the Pool Factor shall in each case (in the absence of wilful default, bad faith or manifest error) be final and binding on all persons.

111 The Principal Amount Outstanding of a Class A Note of any class on any date shall be &l,OOO,&lO,OOO or, as the case may be, &lOO,OOOless the aggregate amount of all Note Principal Payments in respect of a Class A Note of the relevant class that have become due and payable since the Closing Date. The Issuer or the Agent Bank on behalf of the Issuer will, on each Calculation Date, cause each determination of a Note Principal Payment, Principal Amount Outstanding and Pool Factor to be notified forthwith to the Note Trustee, the Paying Agents, the Rating Agencies and (for so long as the Class A Notes are listed on the Luxembourg Stock Exchange) the Luxembourg Stock Exchange and will cause notice of each determination of a Note Principal Payment, Principal Amount Outstanding and Pool Factor to be given in accordance with Class A Condition 14. If no Note Principal Payment is due to be made on the Class A Notes of a particular class on an Interest Payment Date, a notice to this effect will be given by the Issuer to the Class A Noteholders of that class. If the Issuer (or the Agent Bank on its behalf) does not at any time for any reason determine a Note Principal Payment, the Principal Amount Outstanding or the Pool Factor in accordance with the preceding provisions of this paragraph, such Note Principal Payment, Principal Amount Outstanding and Pool Factor may be determined by the Note Trustee in accordance with this paragraph and each such determination or calculation shall be deemed to have been made by the Issuer.

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

No pwchase by Issuer The Issuer will not be permitted to purchase any of the Class A Notes.

Cancellation All Class A Notes redeemed in full or surrendered to the Issuer will be cancelled upon redemption or surrender, together with any unmatured Coupons appertaining thereto and attached thereto or surrendered therewith, and may not be resold or re-issued. Other information Until such time as any Group Entity’s issued share capital is listed on a recognised international stock exchange, the Principal Paying Agent and the Luxembourg Paying Agent will be provided by WBGL with WBGL’s audited consolidated annual financial statements and, from the unaudited consolidated quarterly interim financial statements, the calculation of EBITDA, unaudited Net Worth, unaudited indebtedness and consolidated turnover for the Group. These financial statements will be available for inspection by the Class A Noteholders at the registered office for the time being of the Principal Paying Agent and the Luxembourg Paying Agent. Upon any such listing the Principal Paying Agent will be provided by WBGL with such information as is required to be made publicly available by the relevant stock exchange or in accordance with general law at the same time as such information is required to be so provided. Such information will be available for inspection by the Class A Noteholders at the London branch for the time being of the Principal Paying Agent.

6. Payments (4 Payments of principal in respect of the definitive Class A Notes will be made against presentation of the definitive Class A Notes at the specified office of any Paying Agent and, at such presentation, the grid endorsed thereon shall be marked in respect of the amount of principal so redeemed. Payments of interest in respect ofthe definitive Class A Notes will (subject as provided in Class A Conditions 6(c) and (d) below) be made only against presentation of the Coupons of the relevant Class A Note at the specified office of any Paying Agent. Such payment will be made in sterling at the specified office of any Paying Agent by sterling cheque drawn on, or, at the option of the holder, by transfer to a sterling account maintained by the payee with, a bank in London. (b) Payments ofprincipal, interest and premium in respect of the Class A Notes are subject in all casesto any fiscal or other laws and regulations applicable thereto. (4 On the date upon which any Class A Note ofa particular class becomes due and payable in full, unmatured Coupons of that class appertaining thereto (whether or not attached to such Class A Note) shall become void and no payment shall be made in respect thereof. If the due date for redemption of any Class A Note of a particular class is not an Interest Payment Date, accrued interest will be paid only against presentation and surrender of such Class A Note of that class.

112 (4 If any amount of principal is improperly withheld or refused on or in respect of any Class A Note of a particular class or part thereof, the interest which continues to accrue in respect of such Class A Note of that class in accordance with Class A Condition 4 will be paid against presentation of such Class A Note of that class or, as the case may be, at the specified office of any Paying Agent.

(4 The Principal Paying Agent and its initial specified office are listed at the end of these Class A Conditions. The Issuer reservesthe right, subject to the prior written approval of the Note Trustee, at any time to vary or terminate the appointment of the Principal Paying Agent and to appoint, in addition, Paying Agents. The Issuer will at all times maintain a paying agent with a specified office in Luxembourg. 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 Class A Condition 14.

(4 If any Coupon or Class A 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, no further payments of additional amounts by way of interest, principal or otherwise shall be due in respect of such Coupon or, as the casemay be, of such Class A Note of that class. k) If a Paying Agent makes a partial payment in respect of any Class A Note of a particular class or Coupon presented to it for payment, such Paying Agent will endorse on the grid endorsed on such Class A Note (in respect of payments of principal) and on the Coupon (in respect of payments of interest) a statement indicating the amount and date of such payment.

(h) On or after the Interest Payment Date on which the final Coupon forming any part of any Coupon sheet is surrendered, the Talon forming part of such Coupon sheet may be surrendered at any specified office of any Paying Agent for a further Coupon sheet (including a further Talon). Upon the due date for redemption of any Class A Note any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon.

(9 (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 Class A 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 Class A Notes thereafter as specified in these Class A Conditions paid in the currency or currency unit of the United Kingdom, and in the manner designated by the Principal 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 Class A Notes then outstanding and the Class A Conditions relating to such Class A 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 Class A Condition 6(i) will be binding upon holders of such Class A Notes. (iii) Notification of the amendments made to Class A Notes pursuant to this Class A Condition 6(i) will be made in accordance with Class A Condition 14 which will state, inter alia,the date on which such amendments are to take or took effect, as the case may be. 6) For the purposes of this Class A Condition 6, “business day” shall mean a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of London and in Luxembourg.

7. Taxation All payments in respect of the Class A Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties or charges ofwhatsoever nature unless the Issuer or any Paying Agent is required by applicable law to make any payment in respect of the Class A Notes subject to any such withholding or deduction. In that event, the Issuer 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. Neither the Issuer nor any Paying Agent will be obliged to make any additional payments to holders of Class A Notes or Coupons in respect of such withholding or deduction.

113 8. Prescription Class A Notes shall become void unless presented for payment within a period of 10 years from the relevant date in respect thereof. Coupons shall become void unless presented for payment within a period of 5 years from the relevant date in respect thereof. After the date on which a Class A Note or a Coupon becomes void in its entirety, no claim may be made in respect thereof. In this Class A Condition, the “relevant date”, in respect of a Class A Note or Coupon, is the date on which a payment in respect thereof first becomes due or (if the full amount of the moneys payable in respect of all the Class A Notes and/or Coupons 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 moneys have been received is duly given to the Class A Noteholders in accordance with Class A Condition 14.

9. Issuer Events of Default For so long as any Class A Notes are outstanding the Note Trustee may, and ifso requested in writing by the holders ofnot less than 25 per cent. in aggregateofthe Principal Amount Outstanding ofthe Class A Notes, or ifso directed by or pursuant to an Extraordinary Resolution (as defined in the Trust Deed) of the Class A Noteholders (subject, in each case, to being indemnified to its satisfaction) shall give notice (a “Class A Enforcement Notice”) to the Issuer declaring the Class A Notes and the Class B Notes to be due and repayable at any time after the happening of any of the following events (each an “Issuer Event of Default”):

(4 default is made for a period of seven days in the payment ofthe principal of, or default being made for a period of fifteen days in the payment of interest on, any Class A Note when and as the same ought to be paid in accordance with these Class A Conditions; or

(b) default is made by the Issuer in the performance or observance of any obligation binding upon it under the Class A Notes, the Trust Deed or the Issuer Deed of Charge and, in any such case (except where the Note 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 21 days following the service by the Security Trustee on the Issuer of notice requiring the same to be remedied; or

(4 the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in Class A Condition 9(d) b e1 ow, ceasesor, 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(l) and (2) of the Insolvency Act 1986 (as that section may be amended); or

(4 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 ofwhich have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or

(4 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 a petition for an administration order) and such proceedings are not, in the opinion of the Security Trustee, being disputed in good faith with a reasonable prospect ofsuccess, or an administration order shall be granted 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 assetsof 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 ceasesto apply within 30 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.

Provided that, in the case of each of the events described in Class A Condition 9(b), the Security Trustee 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.

114 10. Enforcement of Notes At any time after the occurrence of an Issuer Event of Default in Class A Condition 9 and without prejudice to its rights of enforcement in relation to the Issuer Security, the Security Trustee may, at its discretion and without further notice, take such proceedings against the Issuer as it may think fit to enforce payment in respect of the Class A Notes at their Principal Amount Outstanding together with accrued interest, but it shall not be bound to take any such proceedings unless:

(i) if at the time there are amounts outstanding under the Liquidity Facility, it shall have been so directed by two authorised officers of the Liquidity Facility Agent; or

(ii) if at the time there are no amounts outstanding under the Liquidity Facility, 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 Principal Amount Outstanding of the Class A Notes; and in all cases

(iii) it shall have been indemnified to its satisfaction.

No Issuer Secured Creditor shall be entitled to proceed directly against the Issuer unless the Security Trustee, having become bound so to do, fails to do so within a reasonable period and such failure shall be continuing.

11. Meetings of Noteholders, Modification, Waiver and Substitution of Issuer (4 The Trust Deed contains provisions for convening meetings of the Class A Noteholders and, in the circumstances set out in the Trust Deed, separate meetings of each class ofClass A Noteholders to consider any matter affecting their interests including proposals by Extraordinary Resolution of the Class A Noteholders or the relevant class thereof, as the casemay be, to modify, or to sanction the modification of, the Class A Notes, or the relevant class thereof(including these Conditions), or the provisions ofany ofthe Relevant Documents.

(b) An Extraordinary Resolution passed at any meeting of the Class A Noteholders shall be binding on all Class A Noteholders irrespective ofthe effect upon them, except an Extraordinary Resolution to sanction a modification of the date of maturity of a particular class of the Class A Notes or which would have the effect of postponing any day for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of a particular class of the Class A Notes, altering the currency ofpayment of a particular class of the Class A Notes (save in accordance with Class A Condition 6(i)) or, as the case may be, the Coupons or altering the quorum or majority required for an Extraordinary Resolution (a “Basic Terms Modification”), which shall (subject to Class A Condition 1I(d)) not take effect unless it shall have been sanctioned by an Extraordinary Resolution of the Class B Noteholders.

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 (and, for greater certainty, a Basic Terms Modification shall 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.

(4 Subject as provided below, the quorum at any meeting of Class A Noteholders, or holders of the relevant class of Notes, as the case may be, for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. in Principal Amount Outstanding of the Class A Notes or, as the case may be, relevant class of Class A Notes, or at any adjourned meeting, two or more persons being or representing Class A Noteholders, whatever the aggregate Principal Amount Outstanding and whatever the class of the Class A Notes then outstanding so held or represented.

(4 The quorum at any meeting of Class A Noteholders or the relevant class of Class A Noteholders, as the case may be, 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 aggregatePrincipal Amount Outstanding of the Class A Notes or, as the case may be, the relevant class of Class A Notes for the time being outstanding. If any Class A Notes are outstanding, it shall be necessary for the effectiveness of a Basic Terms Modification

115 that it be sanctioned by Extraordinary Resolution of the Class A Noteholders and Class B Noteholders passed at separate class meetings convened for that purpose unless a Class A Enforcement Notice (as defined in Class A Condition 9 above) h as b een served by the Trustee, in which case a Basic Terms Modification can be sanctioned by an Extraordinary Resolution of the Class A Noteholders only passed at a separate meeting. (4 The Note Trustee may agree, without the consent of the Class A Noteholders, to any modification (except a Basic Terms Modification) of, or to any waiver or authorisation of, any breach or proposed breach of the Class A Notes (including these Conditions) or any ofthe Relevant Documents which, in the opinion ofthe Note Trustee, is not materially prejudicial to the interests of the Class A Noteholders or to any modification which, in the opinion of the Note 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 or the Couponholders, determine that an Issuer Event of Default 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 and the Couponholders and, unless the Note Trustee agrees otherwise, any such modification shall be notified to the Class A Noteholders as soon as practicable thereafter in accordance with Class A Condition 14. (4 The Note Trustee and the Security Trustee shall, without the consent of the Class A Noteholders, agree to the substitution ofWBGL (or any other Group Entity) in place of the Issuer as principal debtor under the Trust Deed and the Class A Notes provided that the Security Trustee, acting reasonably, is satisfied that at the time of the substitution the following conditions have or will be complied with (or suitable arrangements have been put in place to ensure compliance with such conditions): (i) the Rating A gencies confirm that the Class A Notes and the Class B Notes if issued by the relevant member of the WB Group (and assuming that the Class B Notes rankedparipassti with the Class A Notes) would be rated at least “A” (or its equivalent) if they were to be rated; (ii) the Security Trustee is satisfied that the security held by it for the benefit ofthe WB Secured Creditors and the Issuer Secured Creditors will not be materially prejudiced by such substitution; (iii) the Note Trustee is satisfied that WBGL assumes the obligations of the Issuer in the Trust Deed, the Class A Conditions, the Class B Conditions and the Agency Agreement subject to the representations and warranties, covenants and events of default contained therein being modified to reflect the representations and warranties, covenants and events of default of WBGL contained in the Issuer/WBG Facility Agreement and save for any modifications of the terms agreed by the Parties acting in good faith; (iv) all amounts due and outstanding to the Liquidity Facility Providers (if any) under the Liquidity Facility Agreement have been repaid in full and all amounts available to be drawn under the Liquidity Facility Agreement have been cancelled; and (v) the Security Trustee is satisfied that WBGL will assume the obligations of the Issuer to the Revolving Facility Providers under the Issuer Revolving Facility Agreement, save that the representations and warranties, covenants and events of default contained therein shall be amended to reflect the provisions contained in the Issuer/WBG Facility Agreement. The Note Trustee may also agree, without the consent of the Class A Noteholders, to a change of the laws governing the Class A Notes and/or the Relevant Documents Provided that such change would not, in the opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders. k) The Note Trustee shall assume, for the purposes of exercising any power, trust, authority, duty or discretion under or in relation to these Class A Conditions or any of the Relevant Documents, that such exercise will not be materially prejudicial to the interests of the Class A Noteholders if the Rating Agencies have confirmed that the then current rating of the Class A Notes would not be adversely affected by such exercise.

12. Indemnification and Exoneration of the Note Trustee The Trust Deed contains provisions governing the responsibility (and relief from responsibility) of the Note Trustee and providing for its indemnification in certain circumstances, including provisions relieving it from taking enforcement proceedings or enforcing the Issuer Security unless indemnified to its satisfaction. The Note Trustee and its related companies is entitled to enter into business transactions with the Issuer, the Agent Bank and any affiliates of the Issuer without accounting for any profit resulting therefrom. The Note Trustee will not be responsible for any loss, expense or liability which may be suffered as a result of any assetscomprised in the Issuer 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 Note Trustee.

116 13. Replacement of Definitive Notes and Coupons If any Class A Note ofa particular class or Coupon is mutilated, defaced, lost, stolen or destroyed, it may be replaced at the specified office of any Paying Agent. Replacement of any mutilated, defaced, lost, stolen or destroyed Class A Note or Coupon will only 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 Class A Notes or Coupons must be surrendered before new ones will be issued.

14. Notice to Class A Noteholders Any notice regarding the Class A Notes to Class A 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)and (so long as the Class A Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so requires) in a leading newspaper having general circulation in Luxembourg (which is expected to be the Lzlxembqger Wart) 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. Any such notice shall be deemed to have been given on the date of such publication or, ifpublished 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. A copy of each notice given in accordance with this Class A Condition 14 shall be provided to each of the Rating Agencies. The Note Trustee shall be at liberty to sanction some other method of giving notice to the Class A Noteholders or category 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 Class A Notes are then listed and provided that notice of such other method is given to the Class A Noteholders in such manner as the Note Trustee shall require. The Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Class A Noteholders in accordance with this Class A Condition 14.

15. Further Issues The Issuer shall be at liberty, without the consent of the Class A Noteholders, but provided it does not adversely affect the then current ratings ofthe Notes, to raise further funds, from time to time, on any date (subject to certain conditions being met), by the creation and issue of further Class Al Notes (the “Further Class Al 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 rankparipasm with, the Class Al Notes and the creation and issue of further Class A2 Notes (the “Further Class A2 Notes”) in bearer form carrying the same terms and conditions in all respects as, and so that the same shall be consolidated and form a single series and ranlcparipassu with, the Class A2 Notes and the creation and issue of further Class A3 Notes (the “Further Class A3 Notes” and together with the Further Class Al Notes and Further Class A2 Notes, the “Further Class A Notes”) in bearer form carrying the same terms and conditions in all respects as, and so that the same shall be consolidated and form a single series and rankparipasm with, the Class A3 Notes and the creation and issue of further Class B Notes (the “Further Class B Notes” and, together with the Further Class A Notes, the “Further Notes”) in bearer form carrying the same terms and conditions in all respects as, and so that the same shall be consolidated and form a single series and ranlcparipassti with, the Class B Notes Provided that (i) the aggregate principal amount of all Further Notes to be issued on such date is not less than &25 million (ii) any Further Class A Notes are assigned the same ratings as are then applicable to the relevant class of Class A Notes and (iii) the ratings ofthe Class A Notes and the Class B Notes are not adversely affected by such issue. Any such Further 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 above in Condition 2.

16. Governing Law The Trust Deed, the Issuer Deed of Charge, the Agency Agreement, the other Relevant Documents, the Notes and the Coupons are governed by, and shall be construed in accordance with, English law (other than certain aspects of the Relevant Documents specifically relating to Scottish assets,which are governed by and shall be construed in accordance with, Scats law).

117 TERMS AND CONDITIONS OF THE CLASS B NOTES

If ClassB Notes in definitiveform are issued,the termsand conditions (subjectto amendmentand completion)set out on each ClassB Note (the “Class B Conditions’7 will be as set out below. While the Notes remain in globalform, the same terms and conditions govern the ClassB Notes, exceptto. the extent that they are not appropriatefor ClassB Notes in global f arm. The &67,000,000 8.284 per cent. Class B Secured Notes due 2017 (the “Class B Notes”) ofWelcome Break Finance PLC (the “Issuer”) will be constituted by a trust deed expected to be dated 12th August, 1997 (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 so modified) and made between the Issuer and BT Trustees (Jersey)Limited (the “Note Trustee”, which expression shall include its successorsor any further or other trustee appointed pursuant to the Trust Deed) as trustee for, inter alios, the holders for the time being of the Notes (the “Noteholders”) and the holders for the time being of the Coupons (as defined below) (the “Couponholders”). Any reference below to a ‘rclass” of Notes or of Noteholders shall be a reference to the Class A Notes (as defined below) or to a particular class of A Notes or to the Class B Notes, each as the case may be, or to the respective holders thereof. Security for the Notes is created pursuant to, and on the terms set out in, a 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) expected to be dated 12th August, 1997 and made between, interalios, the Issuer and Bankers Trustee Company Limited (the “Security Trustee”, which expression includes its successorsor any further or other security trustee under the Issuer Deed of Charge). By an agency agreement expected to be dated 12th August, 1997 (the “Agency Agreement”, which expression includes such agency agreement 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) and made between the Issuer, the Note Trustee, Bankers Trust Luxembourg S.A. as Luxembourg Paying Agent (the “Luxembourg Paying Agent”), Bankers Trust Company, as principal paying agent (the “Principal Paying Agent” and, together with the Luxembourg Paying Agent and such additional paying agents, if any appointed from time to time in respect of the Notes the “Paying Agents”) and Bankers Trust Company as agent bank (the “Agent Bank” and together with the Paying Agents, the “Agents”) provision is made for, inter alia, the payment ofprincipal and interest in respect ofthe Notes of each class. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, the Agency Agreement and the Issuer Deed of Charge.

Copies of the Trust Deed, the Agency Agreement, the Issuer Deed of Charge, the master definitions and construction schedule signed by Freshfields and Allen & Overy for the purposes of identification on 12th August, 1997 (the “Master Definitions and Construction Schedule”), the Liquidity Facility Agreement, the Issuer Revolving Facility Agreement, the WB Group Deed of Charge, the WB Standard Security, the Issuer/WBG Facility Agreement, the Servicing and Cash Management Agreement, the Financial Advisory Services Agreement and the Hedging Agreements (all as defined in the Master Definitions and Construction Schedule) (together, the “Relevant Documents”), are available for inspection by the Class B Noteholders at the London Branch for the time being of the Principal Paying Agent, being at the date hereof at 1 Appold Street, Broadgate, London EC2A 2HE and at the specified offices of the Luxembourg Paying Agent.

Capitalised terms not otherwise defined in these Class B Conditions shall bear the meaning given to them in the Master Definitions and Construction Schedule available for inspection as described above.

1. Form, Denomination and Title The Class B Notes, which are serially numbered, are issued in bearer form in denominations of &l,OOO, &lO,OOOand &lOO,OOOeach with interest coupons and talons (respectively, “Coupons” and “Talons”) attached and a grid endorsed thereon for the recording of all payments ofprincipal in accordance with the provisions of Class B Condition 5. Title to the Class B Notes and Coupons shall pass by delivery.

The holder of any Class B Note and the holder of any Coupon 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 Class B Note or Coupon, as the casemay be, regardless of any notice of ownership, theft or loss, of any trust or other interest therein or of any writing thereon.

The holder of each Coupon (whether or not the Coupon is attached to the relevant Class B Note) in his capacity as such shall be subject to and bound by all the provisions contained in the relevant Class B Note.

118 2. Status and Priority (4 The Class B Notes and Coupons constitute direct, secured and unconditional 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”). The Class B Notes rankparipasszl without preference or priority amongst themselves. The rights of the holders of the Class B Notes in respect of priority ofpayment of interest and principal are set out in Class B Conditions 4 and 5. The Class B Notes are subordinated to, amongst other things, payment of principal of and interest on (i) the &42,000,000 Class Al Secured Floating Rate Notes due 2007 (the “Class Al Notes”) (ii) the &85,000,000 Class A2 Secured Floating Rate Notes due 2011 (the “Class A2 Notes”) and (iii) the &127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 (the Class A3 Notes and, together with the Class Al Notes and the Class A2 Notes, the “Class A Notes”) in accordance with the provisions of Class B Condition 4(j), Class B Condition 5(i) and the provisions of the Issuer Deed of Charge. The Class B Notes are secured over the assets of the Issuer pursuant to and as more fully described in the Issuer Deed of Charge (the “Issuer Security”). The Issuer Security also secures the Class A Notes, but the Class A Notes and certain other obligations of the Issuer will rank in point of security in priority to the Class B Notes in the event of the security being enforced. (b) (i) The Trust D eed contains provisions requiring the Note Trustee to have regard to the interests of the holders of the Class A and Class B 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 ofthe Class ANoteholders and the interests ofthe Class B Noteholders. (ii) The Issuer Deed of Charge contains provisions requiring the 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 discretidns of the Security Trustee (except where expressly provided otherwise), but requiring the Security Trustee in any such case to have regard only (except where specifically provided otherwise) to: (aa) (for so long as there are any Class A Notes outstanding or any amounts drawn or available to be drawn under the Revolving Facility) the interests of Class A Noteholders and the Revolving Facility Providers if, in the Security Trustee’s opinion, there is a conflict between the interests of (x) the Class A N o t eh o Id ers and the Revolving Facility Providers and (y) the Liquidity Facility Provider, the Class B Noteholders and any other Issuer Secured Creditors (or any of them), save that, for so long as there are any amounts outstanding or available to be drawn under the Liquidity Facility, (i) the Liquidity Facility Agent’s prior written consent (such consent not to be unreasonably withheld or delayed) will be required in certain circumstances in the event of any variation, amendment or waiver of a Relevant Document; and (ii) the Security Trustee will not be bound to take any proceedings against the Issuer unless (in accordance with Class B Condition 10) it has been so directed by two authorised officers of the Liquidity Facility Agent; (bb) (for so long as there are any amounts drawn or available to be drawn under the Liquidity Facility the interests of the Liquidity Facility Providers if, in the Security Trustee’s opinion, there is a conflict between the interests of (x) the Liquidity Facility Providers and (y) the Class B Noteholders and the other Issuer Secured Creditors (or any of them) (other than the Class A Noteholders and the Revolving Facility Providers and subject as provided in sub-paragraph (aa) above); and (cc) 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. (iii) The WB Group Deed of Charge contains provisions requiring the Security Trustee to have regard to the interests ofthe Ancilliary Facilities Provider and the Issuer as regards all powers, trusts, authorities, duties and discretions of the Security Trustee (except where expressly provided otherwise), but requiring the Security Trustee in any such case to have regard only to (for as long as there are any amounts outstanding under the Issuer/WBG Facility Agreement) the interests of the Issuer if, in the Security Trustee’s opinion, there is a conflict between the interests of the Issuer and the interests of the Ancillary Facilities Provider save that, for so long as there are any amounts outstanding or available to be drawn under the Liquidity Facility, the Liquidity Facility Agent’s prior written consent (such consent not to be unreasonably withheld or delayed) will be required in certain circumstances in the event of any variation, amendment or waiver of a Relevant Document.

119 (4 The Security Trustee shall assume, for the purposes of exercising any power, trust, authority, duty or discretion under or in relation to these Class B Conditions or any of the Relevant Documents, that such exercise will not be materially prejudicial to the interests of the Class B Noteholders, the Class A Noteholders, the Revolving Facility Providers and the other Issuer Secured Creditors if the Rating Agencies have confirmed that the then current rating of the Notes would not be adversely affected by such exercise.

(4 All classesof Notes are subject to the provisions of the Trust Deed, the Issuer Deed of Charge, the Agency Agreement, the Liquidity Facility Agreement, the Issuer Revolving Facility Agreement, the Issuer/WBG Facility Agreement, the WB Group Deed of Charge, the WB Standard Security, the Servicing and Cash Management Agreement, the Financial Advisory Services Agreement, the Fees and Expenses Letter, the Hedging Agreement and any interest rate cap agreements and the Master Definitions and Construction Schedule (together the “Relevant Documents”). The Class B Noteholders will share in the benefit of the security created by the Issuer Deed of Charge, upon and subject to the terms thereof.

3. Covenants Save with the prior written consent of the Security Trustee or as provided in or envisaged by any of the Relevant Documents, the Issuer shall not, so long as any Class B Note remains outstanding (as defined in the Trust Deed): Negative Pledge create or permit to subsist any Encumbrance (unless arising by operation of law) or other security interest whatsoever over any ofits assetsor sell or otherwise dispose of any part of its assets(including any uncalled capital) or its undertaking, present or future, or the Issuer Security; Restrictions on Activities

(9 engagein any activity whatsoever which is not incidental to or necessary in connection with any of the activities in which the Relevant Documents provide or envisage that the Issuer will engage; or (ii) have any subsidiaries, any subsidiary undertaking (as defined in the Companies Act 1985) or any employees or premises; 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; 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; Borrowings incur any indebtedness in respect of borrowed money whatsoever except in respect of the Notes and any Further Notes or give any guarantee in respect of indebtedness or of any obligation of any person; Merger consolidate or merge with any other person or convey or transfer its properties or assetssubstantially as an entirety to any other person; Other permit the validity or effectiveness of any of the Relevant 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 ofconsent or waiver pursuant to the terms of, the Trust Deed, the Class A Conditions, these Class B Conditions, the Issuer Deed of Charge or any of the other Relevant Documents to which it is a party, or permit any party to any of the Relevant Documents to which it is a party or the Issuer Security or any other person whose obligations form part of the Issuer Security to be released from such obligations, or dispose of any part of the Issuer Security, save as envisaged in the Relevant Documents to which it is a party; VAT apply to become part of any group for the purposes of Section 43 of the Value Added Tax Act 1994 with any other company or group of companies, or any such act, regulation, order, statutory instrument or directive which may from time to time reenact, replace, amend, vary, codify, consolidate or repeal the Value Added Tax Act 1994;

120 Bank accounts have an interest in any bank account other than the Issuer Transaction Account, the Issuer Cash Collection Account, the Revolving Facility Reserve Account and the Liquidity Facility Reserve Account, unless such account or interest therein is charged to the Security Trustee on terms acceptable to it; or

Surrender of grozlp 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.

In giving any consent to the foregoing, the Security Trustee may require the Issuer to make such modifications or additions to the provisions of any of the Relevant Documents or may impose such other conditions or requirements as the Security Trustee may reasonably deem expedient (but, in the event of conflict, subject to the provisions of Class B Condition 2(b)) in the interests of the Liquidity Facility Provider and the Noteholders, provided that such modifications or additions do not cause any downgrade in the then current rating of any class of the Notes.

4. Interest (4 Period of Accrual The Class B Notes bear interest on their Principal Amount Outstanding (as defined in Class B Condition 5(d)) from (and including) the Closing Date. Each Class B Note (or in the case of the redemption of part only of a Class B Note, that part only of such Class B Note) shall ceaseto bear interest from its due date for redemption unless, upon due presentation, payment 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 Class B Note up to (but excluding) the date on which, on presentation of such Class B 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 Principal Paying Agent to the holder thereof (in accordance with Class B Condition 14) that upon presentation thereof being duly made, such payment will be made, provided that upon presentation thereof being duly made, payment is in fact made.

Whenever it is necessary to compute an amount of interest in respect of any Class B Note for any period (including any Interest Period (as defined below)), such interest shall be calculated on the basis of months of 30 days duration and a 360 day year.

Interest Payment Dates and Interest Periods Interest on the Class B Notes is payable quarterly in arrear on 1st March, 1st June, 1st September and 1st 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. The first such payment is due on 1st December, 1997 in respect of the period from (and including) the Closing Date to (but excluding) 1st December, 1997.

In these Class B Conditions:

“Interest Period” shall mean the period from (and including) the Closing Date to (and including) 30th November, 1997 and, thereafter, the periods from (and including) 1st March, 1st June, 1st September and 1st December in each year to (and including) the following 31st May, 31st August, 30th November and 28th February (or, in the case of a leap year, 29th February) respectively; and

“business day” shall (other than Class B Condition 6) mean a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of London.

Presentationof Coupons On issue, Coupons relating to the Class B Notes in definitive form are attached to the Class B Notes. Interest payments on the Class B Notes will be made against presentation and surrender of the appropriate Coupons in accordance with Class B Condition 6 below, except as provided therein.

(4 Rate of interest on the Class B Notes The rate of interest payable in respect of the Class B Notes shall be 8.284 per cent. per annum payable in respect of each Interest Period in arrear on each Interest Payment Date.

121 Calculation of Interest Amounts The Agent Bank shall, on each Interest Determination Date, determine and notify the Issuer, the Note Trustee and the Principal Paying Agent of the sterling amount (the “Interest Amount”) payable in respect of such Interest Period in respect of the Class B Notes. Save where the Class B Notes have been redeemed otherwise than pursuant to Class B Condition 5 (b) b e1 ow the Interest Amount, in respect of the Class B Notes shall be as follows: Class B Note Interest Amount (per &lo, 000 Interest Payment Date denomination) December 1997 248.52 March 1998 207.10 June 1998 207.10 September 1998 207.10 December 1998 207.10 March 1999 207.10 June 1999 207.10 September 1999 207.10 December 1999 207.10 March 2000 207.10 June 2000 207.10 September 2000 207.10 December 2000 207.10 March 2001 207.10 June 2001 207.10 September 2001 207.10 December 2001 207.10 March 2002 207.10 June 2002 207.10 September 2002 207.10 December 2002 207.10 March 2003 207.10 June 2003 207.10 September 2003 207.10 December 2003 207.10 March 2004 207.10 June 2004 207.10 September 2004 207.10 December 2004 207.10 March 2005 207.10 June 2005 207.10 September 2005 207.10 December 2005 207.10 March 2006 207.10 June 2006 207.10 September 2006 207.10 December 2006 207.10 March 2007 207.10 June 2007 207.10 September 2007 207.10 December 2007 207.10 March 2008 207.10 June 2008 207.10 September 2008 207.10 December 2008 207.10 March 2009 207.10 June 2009 207.10 September 2009 207.10 December 2009 207.10 March 2010 207.10

122 Class B Note Interest Amount (per ~90,000 Interest Payment Date denomination) June 2010 207.10 September 2010 207.10 December 2010 207.10 March 20 11 207.10 June 2011 207.10 September 2011 207.10 December 2011 207.10 March 2012 207.10 June 2012 207.10 September 2012 207.10 December 2012 207.10 March 2013 207.10 June 2013 207.10 September 2013 207.10 December 2013 207.10 March 2014 207.10 June 2014 207.10 September 2014 207.10 December 2014 207.10 March 2015 207.10 June 2015 207.10 September 2015 207.10 December 2015 207.10 March 2016 181.60 June 2016 156.10 September 2016 130.60 December 2016 105.10 March 2017 78.82 June 2017 52.55 September 2017 26.27 Publication of the Interest Amozlnt and other Notices As soon as practicable after receiving notification thereof, the Agent Bank will cause the Interest Amount applicable to the Class B Notes for each Interest Period and the immediately succeeding Interest Payment Date to be notified to the Luxembourg Stock Exchange (for so long as the Class B Notes are listed on the Luxembourg Stock Exchange) and will cause notice thereof to be given to the Class B Noteholders in accordance with Class B Condition 14. Determination or Calculation by Note Trustee Ifthe Agent Bank does not at any time for any reason calculate the Interest Amount for the Class B Notes in accordance with the foregoing Class B Conditions, the Note Trustee shall calculate the Interest Amount for the Class B Notes in the manner specified in Class B Condition 4(e) above, and any such determination and/or calculation shall be deemed to have been made by the Agent Bank. Notz$cations to be Final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Class B Condition 4, whether by the Agent Bank or the Note Trustee shall (in the absence ofwilful default, bad faith or manifest error) be binding on the Issuer, the Agent Bank, the Note Trustee and all Class B Noteholders and Couponholders and (in such absence as aforesaid) no liability to the Class B Noteholders or Couponholders shall attach to the Issuer, the 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.

123 0 Agent Bank The Issuer shall ensure that, so long as any of the Class B Notes remains outstanding, there shall at all times be an Agent Bank. The Agent Bank may not resign until a successor so approved by the Note Trustee has been appointed.

61 Subordination Interest with respect to the Class B Notes shall be payable in accordance with the provisions of Condition 6, subject to the terms of this Class B Condition 4(j).

In the event that the aggregate of all moneys on an Interest Payment Date standing to the credit of the Issuer Transaction Account (as defined in the Master Definitions and Construction Schedule) available to the Issuer on that Interest Payment Date for application in or towards the payment of interest which is, subject to this Class B Condition 4(j), due in relation to the Class B Notes on such Interest Payment Date (such aggregate available funds being referred to in this Class B Condition 4 as the “Residual Amount”), is not sufficient to satisfy in full the aggregate amount of interest which is, subject to this Class B Condition 4(j), due on the Class B Notes on such Interest Payment Date, then notwithstanding any other provision of these Conditions, there shall be payable on such Interest Payment Date, by way of interest on each Class B Note only an equal pro rata share of the interest which would otherwise have been due on such Interest Payment Date calculated by dividing the Residual Amount by the amount of interest which would otherwise have been due.

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 on the Class B Notes on any Interest Payment Date in accordance with this Class B Condition 4(j) falls short of the aggregate amount of interest which would otherwise be payable on the Class B Notes on that date pursuant to this Class B Condition 4. Such shortfall shall itself accrue interest in accordance with this Class B Condition 4 during such Interest Period during which it remains outstanding and such accrued interest shall be aggregatedwith the amount of, and treated for the purposes of this Class B Condition 4 as if it were, interest due, subject to this Class B Condition 4, on the Class B Notes on the next succeeding Interest Payment Date. If on the Interest Payment Date falling in September 2017 (or on any earlier redemption of the Class B Notes of such class in full) there remains such a provision, such amount will become payable subject to this Class B Condition 4 on that Interest Payment Date (or, in the case of any earlier redemption of the Class B Notes in full, on the date of such redemption).

In the event that the Issuer’s Security is enforced and the proceeds of such enforcement are insufficient, after payment of all claims ranking in priority to orparipassu with the Class B Notes and the Coupons relating thereto under the Issuer Deed of Charge, to pay in full all principal and interest and other amounts whatsoever due in respect of the Class B Notes, such proceeds shall be applied first in paying any accrued interest and then any outstanding principal. In the event that such proceeds are insufficient to pay all accrued interest, then to the extent that the proceeds are insufficient, and notwithstanding any other provision of these Class B Conditions, the Issuer’s liability to pay such accrued interest shall be deferred until 30th June, 2022.

5. Redemption, Pm-chase and Cancellation (a) Final Redemption Unless previously redeemed in full as provided in this Class B Condition 5, the Issuer shall redeem the Class B Notes at their Principal Amount Outstanding on the Interest Payment Date falling in September, 2017.

The Issuer may not redeem Class B Notes in whole or in part prior to that date except asprovided in Class B Condition 5(b), (c) or (d) of this Class B Condition but without prejudice to Class B Condition 9.

Mandatory Redemption Prior to the service of a Class B Note Enforcement Notice (as defined in Class B Condition 9), the Class B Notes shall, subject to Condition 5(c) and (e), be repaid in instalments on each Interest Payment Date

124 (except in respect of Class B Notes surrendered to the Issuer and cancelled pursuant to Class B Condition 5(h) below) in the aggregate principal amounts specified (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 &lO,OOOdenomination of each Class B Note. Class B Note Amortisation Amount Interest Payment Date & December2015 ...... 1231.34 March2016...... 1231.34 June2016...... 1231.34 September 2016 ...... 1231.34 December2016 ...... 1268.66 March2017...... 1268.66 June2017...... 1268.66 September 2017 ...... 1268.66 (4 Optional redemption On giving not more than 60 nor less than 30 days’ notice to the Note Trustee and provided that, on the Interest Payment Date on which such notice expires, no Class B Note Enforcement Notice has been served, and further provided that it 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 each class of the Notes, the Issuer may redeem some or all of the Class B Notes (provided that the minimum amount of any such redemption will be &l,OOO,OOOin principal amount of Class B Notes and thereafter in multiples of &lOO,OOOof principal amount) on any Interest Payment Date, provided that Class B Notes may only be redeemed pursuant to this Class B Condition 5(c) if, at that time, there are no Class A Notes outstanding. The aggregate Principal Amount outstanding of the Class B Notes to be redeemed is hereafter referred to as the “redemption amount”. The principal amount of any Class B Notes to be redeemed in accordance with this Condition 5(c) will be redeemed at a price equal to whichever is the higher of the following: (A) par; 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 B Notes on the Relevant Date is equal to the Gross Redemption Yield at 3.00 p.m. (London time) on that date of the Relevant Treasury Stock and so that, for the purpose of this sub-paragraph (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 this Class B Condition 5(c); “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 Agent Bank shall determine to be a benchmark gilt the maturity ofwhich most closely matches the then average life of the Class A3 Notes as calculated by the Agent Bank, together with (in the caseofboth (A) and (B) ab ove ) m t erest on the nominal amount ofthe relevant Class B Notes up to and including the date of repayment. Any amounts applied in redemption of the Principal Amount Outstanding of Class B Notes in accordance with this Class B Condition 5(c) (but not in respect of any premium payable in accordance herewith) shall be applied in satisfaction of the Issuer’s obligations to pay the Amortisation Amounts in accordance with Class B Condition 5(b). All amounts paid in accordance with this Class B Condition 5(c) shall be applied by applying the redemption amounts pro rata to reduce the Amortisation Amounts. The principal amount to be redeemed in respect of each Class B Note (the “Note Principal Payment”) on any Interest Payment Date under Class B Condition 5(b) or (c ) ab ove shall be a pro rata share of the aggregate amount required to be applied in redemption of Class B Notes on such Interest Payment Date under paragraph(b) or (c ) ab ove (rounded down to the nearest penny), provided always that no such Note Principal Payment may exceed the Principal Amount Outstanding of the relevant Class B Note.

125 64 Redemptionfor Tdxdtion or other reasons If the Issuer at any time satisfies the Note Trustee immediately 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 Class A Notes or the Class B Notes (other than where the relevant holder has some connection with the United Kingdom other than the holding of Class B Notes or the Class B Notes or related Coupons) 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 assessedby the United Kingdom or any political sub-division thereof or any authority thereof or therein; (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/WBG 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 the Borrower under the Issuer/WBG Facility Agreement 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, assessmentsor governmental charges ofwhatever nature imposed, levied, collected, withheld or assessedby the United Kingdom or any political sub-division thereof or any authority thereof or therein, then the Issuer shall, in order to avoid the relevant event described in(i) , (ii ) or (iii ) ab ove, useits reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction approved by the Note Trustee as principal debtor under the Class A Notes and the Class B Notes and Lender under the Issuer/WBG Loan Facility Agreement, as the case may be, upon the Note Trustee being satisfied that each substitution will not be materially prejudicial to the Class A Noteholders and that the position of the Issuer Secured Creditors will not thereby be adversely affected. If the Issuer is unable to arrange such a substitution and, as a result, one or more ofthe events described in (i), (ii) or (iii) above (as the casemay be) is continuing, then the Issuer may, on any date and having given not more than 60 nor less than 30 days’ notice (or in the case of an event described in (ii) above, such shorter period expiring on or before the latest date permitted by the relevant law) to the Note Trustee and the Noteholders in accordance with Class B Condition 14 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, redeem all but not some only of the Class B Notes at par together with accrued but unpaid interest on their Principal Amount Outstanding up to and including the date ofrepayment provided that no Class B Notes may be redeemed at any time while any Class A Notes remain outstanding. Note Principal Payments,Principal Amount Outstanding and Pool Factor Five business days before each Interest Payment Date (a ‘Calculation Date”), the Agent Bank shall determine (i) the amount of any Note Principal Payment due on the next following Interest Payment Date, (u“) t h e Prmci p a1 Amount Outstanding (as defined below) of each Class B Note on the next following Interest Payment Date (after deducting any Note Principal Payment due to be made on that Interest Payment Date) and (iii) the fraction expressed as a decimal to the sixth point (the “Pool Factor”), ofwhich the numerator is the Principal Amount Outstanding of a Class B Note (as referred to in (ii) above) and the denominator is 1,000, 10,000 or 100,000 depending on the denomination of the relevant Class B Note. Each determination by the Agent Bank of any Note Principal Payment, the Principal Amount Outstanding of a Class B Note and the Pool Factor 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 Class B Note on any date shall be fl,OOO, &lO,OOOor, as the case may be, 5100,000 less the aggregateamount of all Note Principal Payments in respect of such Class B Note that have become due and payable since the Closing Date. The Issuer or the Agent Bank on behalf of the Issuer will, on each Calculation Date, cause each determination of a Note Principal Payment, Principal Amount Outstanding and Pool Factor to be notified forthwith to the Note Trustee, the Paying Agents, the Rating Agencies and (for so long as the Class B Notes are listed on the Luxembourg Stock Exchange) the Luxembourg Stock Exchange and will cause notice of each determination of a Note Principal Payment, Principal Amount Outstanding and Pool Factor to be given in accordance with Class B Condition 14. If no Note Principal Payment is due to be made on the Class B Notes of a particular class on an Interest Payment Date, a notice to this effect will be given by the Issuer to the Class B Noteholders of that class.

126 If the Issuer (or the Agent Bank on its behalf) does not at any time for any reason determine a Note Principal Payment, the Principal Amount Outstanding or the Pool Factor in accordance with the preceding provisions of this paragraph, such Note Principal Payment, Principal Amount Outstanding and Pool Factor may be determined by the Note Trustee in accordance with this paragraph and each such determination or calculation shall be deemed to have been made by the Issuer.

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

No purchase by Issuer The Issuer will not be permitted to purchase any of the Class B Notes.

Cancellation All Class B Notes redeemed in full or surrendered to the Issuer will be cancelled upon redemption or surrender, together with any unmatured Coupons appertaining thereto and attached thereto or surrendered therewith, and may not be resold or re-issued.

Subordination Except as provided in Class B Condition 5(b) ab ove, until the Interest Payment Date on which all of the Class A Notes are redeemed in full, the Class B Noteholders will not be entitled to any repayment of principal in respect of the Class B Notes. Where the aggregate amount of funds available to the Issuer on any Interest Payment Date for application in or towards the payment of principal which is, subject to this Class B Condition, due in respect of the Class B Notes on such date (including any amounts of principal deferred from the previous Interest Payment Date) (such aggregate available funds being referred to in this Class B Condition as the “Principal Residual Amount”) is not sufficient to pay in full all principal due in respect of the Class B Notes on such date, there shall be payable on such date by way of principal only an equal pro rata share of the Principal Residual Amount on such date calculated by dividing the Principal Residual Amount by the amount of principal which would otherwise have been due. In the event that such proceeds are insufficient to pay all outstanding principal, then to the extent that the proceeds are insufficient, and notwithstanding any other provision of these Class B Conditions, the Issuer’s liability to pay such amounts of principal shall be deferred until 30th June, 2022.

61 Other information Until such time as any Group Entity’s issued share capital is listed on a recognised international stock exchange, the Principal Paying Agent and the Luxembourg Paying Agent will be provided by WBGL with WBGL’s audited consolidated annual financial statements and, from the unaudited consolidated quarterly interim financial statements, the calculation of EBITDA, unaudited Net Worth, unaudited indebtedness and consolidated turnover for the Group. These financial statements will be available for inspection by the Class B Noteholders at the registered office for the time being of the Principal Paying Agent and the Luxembourg Paying Agent. Upon any such listing the Principal Paying Agent will be provided by WBGL with such information as is required to be made publicly available by the relevant stock exchange or in accordance with general law at the same time as such information is required to be so provided. Such information will be available for inspection by the Class B Noteholders at the London branch for the time being of the Principal Paying Agent.

6. Payments (4 Payments of principal in respect of the definitive Class B Notes will be made against presentation of the definitive Class B Notes at the specified office of any Paying Agent and, at such presentation, the grid endorsed thereon shall be marked in respect of the amount ofprincipal so redeemed. Payments of interest in respect ofthe definitive Class B Notes will (subject asprovided in Class B Conditions 6(c) and(d) below) be made only against presentation of the Coupons of the Class B Note at the specified office of any Paying Agent. Such payment will be made in sterling at the specified office of any Paying Agent by sterling cheque drawn on, or, at the option of the holder, by transfer to a sterling account maintained by the payee with, a bank in London. (b) Payments of principal, interest and premium in respect of the Class B Notes are subject in all casesto any fiscal or other laws and regulations applicable thereto.

127 (4 Upon the date upon which any Class B Note becomes due and payable in full, unmatured Coupons appertaining thereto (whether or not attached to such Class B Note) shall become void and no payment shall be made in respect thereof. If the due date for redemption of any Class B Note of a particular class is not an Interest Payment Date, accrued interest will be paid only against presentation and surrender of such Class B Note. (4 If any amount of principal is improperly withheld or refused on or in respect of any Class B Note or part thereof, the interest which continues to accrue in respect of such Class B Note in accordance with Class B Condition 4 will be paid against presentation of such Class B Note or, as the case may be, at the specified office of any Paying Agent. (4 The Principal Paying Agent and its initial specified office are listed at the end of these Class B Conditions. The Issuer reserves the right, subject to the prior written approval ofthe Note Trustee, at any time to vary or terminate the appointment of the Principal Paying Agent and to appoint, in addition, Paying Agents. The Issuer will at all times maintain a paying agent with a specified office in Luxembourg. 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 Class B Condition 14. (9 If any Coupon or Class B Note is presented for payment on a day which is not a business day in the place where it is so presented, no further payments of additional amounts by way of interest, principal or otherwise shall be due in respect of such Coupon or, as the case may be, such Class B Note. 64 If a Paying Agent makes a partial payment in respect of any Class B Note or Coupon presented to it for payment, such Paying Agent will endorse on the grid endorsed on such Class B Note (in respect of payments of principal) and on the Coupon (in respect of payments of interest) a statement indicating the amount and date of such payment. (h) On or after the Interest Payment Date on which the final Coupon forming any part of any Coupon sheet is surrendered, the Talon forming part of such Coupon Sheet may be surrendered at any specified office of any Paying Agent for a further Coupon Sheet (including a further Talon). Upon the due date for redemption of any Class B Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon. (9 (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 Class B 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 Class B Notes thereafter as specified in these Class B Conditions paid in the currency or currency unit of the United Kingdom, and in the manner designated by the Principal 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 Class B Notes then outstanding and the Class B Conditions relating to such Class B 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 Class B Condition 6(i) will be binding upon holders of such Class B Notes. (iii) Notification ofthe amendments made to Class B Notes pursuant to this Class B Condition 6(i) will be made in accordance with Class B Condition 14 which will state, inter alia, the date on which such amendments are to take or took effect, as the case may be. ci) For the purposes of this Class B Condition 6, “business day” shall mean a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of London and in Luxembourg.

7. Taxation All payments in respect of the Class B Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties or charges ofwhatsoever nature unless the Issuer or any Paying Agent is required by applicable law to make any payment in respect of the Class B Notes subject to any such withholding or deduction. In that event, the Issuer or such Paying Agent (as the case may be) shall make such payment after

128 such withholding or deduction has been made and shall account to the relevant authorities for the amount so required to be withheld or deducted. Neither the. Issuer nor any Paying Agent will be obliged to make any additional payments to holders of Class B Notes or Coupons in respect of such withholding or deduction.

8. Prescription Class B Notes shall become void unless presented for payment within a period of 10 years from the relevant date in respect thereof. Coupons shall become void unless presented for payment within a period of 5 years from the relevant date in respect thereof. After the date on which a Class B Note or a Coupon becomes void in its entirety, no claim may be made in respect thereof. In this Class B Condition, the “relevant date”, in respect of a Class B Note or Coupon, is the date on which a payment in respect thereoffirst becomes due or (ifthe full amount ofthe moneys payable in respect of all the Class B Notes and/or Coupons 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 the full amount of such moneys having been so received, notice to that effect is duly given to the Class B Noteholders in accordance with Class B Condition 14.

9. Issuer Events of Default For so long as any Class B Notes are outstanding, the Note Trustee may, and if so requested in writing by the holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class B Notes, or if so directed by or pursuant to an Extraordinary Resolution (as defined in the Trust Deed) of the Class B Noteholders (subject, in each case,to being indemnified to its satisfaction) shall give notice (a “Class B Enforcement Notice”) to the Issuer declaring that the Class B Notes are and the Class B Notes shall, if notice is or already has been given that the Class B Notes are due and payable pursuant to the Class B Conditions or there are no Class B Notes then outstanding, accordingly become due and repayable at any time after the happening of any of the following events (each an “Issuer Event of Default”): (4 default is made for a period of seven days in the payment of the principal of, or default being made for a period offifteen days in the payment ofinterest on, any Class B Note when and as the same ought to be paid in accordance with these Class B Conditions; or (b) default is made by the Issuer in the performance or observance of any obligation binding upon it under the Class B Notes, the Trust Deed or the Issuer Deed of Charge and, in any such case (except where the Note 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 21 days following the service by the Security Trustee on the Issuer of notice requiring the same to be remedied; or (4 the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in Class B Condition 9(d) b e1 ow, ceasesor, through an authorised action ofthe Board ofDirectors ofthe 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(l) and (2) of the Insolvency Act 1986 (as that section may be amended); or (4 an order is made or a.n 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 ofwhich have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class B Noteholders; or (4 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 a petition for an administration order) and such proceedings are not, in the opinion of the Security Trustee, being disputed in good faith with a reasonable prospect ofsuccess, or an administration order shall be granted 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 assetsof 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 ceasesto apply within 30 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, Provided that, in the case of each of the events described in Class B Condition 9(b), the Security Trustee 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 while any of the Class A Notes are outstanding or, if there are no Class A Notes outstanding, to the interests of the Class B Noteholders.

129 10. Enforcement of Notes At any time after the occurrence of an Issuer Event of Default in Class B Condition 9 and without prejudice to its rights ofenforcement in relation to the Issuer Security, the Security Trustee may, at its discretion and without further notice, but subject to directions, if any, from the Liquidity Facility Provider, take such proceedings against the Issuer as it may think fit to enforce payment due in respect of the Class B Notes at their Principal Amount Outstanding together with accrued interest, but it shall not be bound to take any such proceedings unless: (i) if at the time there are amounts outstanding under the Liquidity Facility, it shall have been so directed by two authorised officers of the Liquidity Facility Agent; or (ii) if at the time there are no amounts outstanding under the Liquidity Facility, it shall have been so directed by an Extraordinary Resolution of the Class A Noteholders (or, if there are no Class A Notes outstanding, the Class B Noteholders) or so requested in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes (or, if there are no Class A Notes outstanding, of the Class B Notes); and in all cases (iii) it shall have been indemnified to its satisfaction. No Issuer Secured Creditor shall be entitled to proceed directly against the Issuer unless the Security Trustee, having become bound so to do, fails to do so within a reasonable period and such failure shall be continuing.

11. Meetings of Noteholders, Modification, Waiver and Substitution of the Issuer (4 The Trust Deed contains provisions for convening meetings of the Class B Noteholders to consider any matter affecting their interests including proposals by Extraordinary Resolution of the Class B Noteholders to modify, or to sanction the modification of, the Class B Notes (including these Conditions), or the provisions of any of the Relevant Documents.

(b) 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 (and, for greater certainty, a modification of the date of maturity of a particular class of the Class A Notes or which would have the effect of postponing any day for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of a particular class of the Class A Notes, altering the currency ofpayment of a particular class of the Class A Notes (save in accordance with Class A condition 6(i)), or as the case may be the Coupons or altering the quorum or majority required for an Extraordinary Resolution shall 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.

(4 Subject asprovided below, the quorum at any meeting of Class B Noteholders for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. in Principal Amount Outstanding of the Class B Notes or at any adjourned meeting, two or more persons being or representing Class B Noteholders, whatever the aggregate Principal Amount Outstanding and whatever the class of the Class B Notes then outstanding so held or represented.

(4 The quorum at any meeting of Class B 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 Class B Notes for the time being outstanding. If any Class A Notes are outstanding, it shall be necessary for the effectiveness of a Basic Terms Modification that it be sanctioned by Extraordinary Resolution of the Class A Noteholders and Class B Noteholders passed at separate class meetings convened for that purpose unless an enforcement notice has been served pursuant to Class A Condition 9 by the Trustee, in which case a Basic Terms Modification can be sanctioned by an Extraordinary Resolution of the Class A Noteholders only passed at a separate meeting.

(4 The Note Trustee may agree, without the consent of the Class B Noteholders, to any modification (except a Basic Terms Modification) of, or to any waiver or authorisation of, any breach or proposed breach of the Class B Notes (including these Conditions) or any ofthe Relevant Documents which, in the opinion ofthe Note Trustee, is not materially prejudicial to the interests of the Class B Noteholders or to any modification which, in the opinion of the Note Trustee, is to correct a manifest error or is of a formal,

130 minor or technical nature. The Note Trustee may also, without the consent of the Class B Noteholders or the Couponholders, determine that an Issuer Event of Default 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 B Noteholders and the Couponholders and, unless the Note Trustee agrees otherwise, any such modification shall be notified to the Class B Noteholders as soon as practicable thereafter in accordance with Class B Condition 14. (4 The Note Trustee and the Security Trustee shall, without the consent of the Class B Noteholders, agree to the substitution of WBGL (or any other Group Entity) in place of the Issuer as principal debtor under the Trust Deed and the Class B Notes provided that the Security Trustee, acting reasonably, is satisfied that at the time of the substitution the following conditions have or will be complied with (or suitable arrangements have been put in place to ensure compliance with such conditions): (i) the Rating Agencies confirm that the Class A Notes and the Class B Notes if issued by the relevant member of the WB Group (and assuming that the Class B Notes rankedparipam with the Class A Notes) would be rated at least “A” (or its equivalent) if they were to be rated; (ii) the Security Trustee is satisfied that the security held by it for the benefit ofthe WB Secured Creditors and the Issuer Secured Creditors will not be materially prejudiced by such substitution; (iii) the Note Trustee is satisfied that WBGL assumes the obligations of the Issuer in the Trust Deed, the Class A Conditions, the Class B Conditions and the Agency Agreement subject to the representations and warranties, covenants and events of default contained therein being modified to reflect the representations and warranties, covenants and events of default of WBGL contained in the Issuer/WBG Facility Agreement and save for any modifications of the terms agreed by the Parties acting in good faith; (iv) all amounts due and outstanding to the Liquidity Facility Providers (if any) under the Liquidity Facility Agreement have been repaid in full and all amounts available to be drawn under the Liquidity Facility Agreement have been cancelled; and (v) the Security Trustee is satisfied that WBGL will assume the obligations of the Issuer to the Revolving Facility Providers under the Issuer Revolving Facility Agreement, save that the representations and warranties, covenants and events of default contained therein shall be amended to reflect the provisions contained in the Issuer/WBG Facility Agreement. The Note Trustee may also agree, without the consent of the Class B Noteholders, to a change of the laws governing the Class B Notes and/or the Relevant Documents Provided that such change would not, in the opinion of the Security Trustee, be materially prejudicial to the interests of the Class B Noteholders. k) The Note Trustee shall assume, for the purposes of exercising any power, trust, authority, duty or discretion under or in relation to these Class B Conditions or any of the Relevant Documents, that such exercise will not be materially prejudicial to the interests of the Class B Noteholders if the Rating Agencies have confirmed that the then current rating of the Class B Notes would not be adversely affected by such exercise.

12. Indemnification and Exoneration of the Note Trustee The Trust Deed contains provisions governing the responsibility (and relief from responsibility) of the Note Trustee and providing for its indemnification in certain circumstances, including provisions relieving it from taking enforcement proceedings or enforcing the Issuer Security unless indemnified to its satisfaction. The Note Trustee and its related companies is entitled to enter into business transactions with the Issuer, the Agent Bank and any affiliates of the Issuer without accounting for any profit resulting therefrom. The Note Trustee will not be responsible for any loss, expense or liability which may be suffered as a result of any assetscomprised in the Issuer 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 Note Trustee.

13. Replacement of Definitive Notes and Coupons If any Class B Note or Coupon is mutilated, defaced, lost, stolen or destroyed, it may be replaced at the specified office of any Paying Agent. Replacement of any mutilated, defaced, lost, stolen or destroyed Class B Note or Coupon will only 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 Class B Notes or Coupons must be surrendered before new ones will be issued.

131 14. Notice to Class B Noteholders Any notice regarding the Class B Notes to Class B 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)and (so long as the Class B Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so requires) in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wart) 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. Any such notice shall be deemed to have been given on the date of such publication or, ifpublished 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. A copy of each notice given in accordance with this Class B Condition 14 shall be provided to each of the Rating Agencies. The Note Trustee shall be at liberty to sanction some other method of giving notice to the Class B Noteholders or category 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 Class B Notes are then listed and provided that notice of such other method is given to the Class B Noteholders in such manner as the Note Trustee shall require. The Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Class B Noteholders in accordance with this Class B Condition 14.

15. Further Issues The Issuer shall be at liberty, without the consent of the Class B Noteholders, but provided it does not adversely affect the then current ratings ofthe Notes, to raise further funds, from time to time, on any date (subject to certain conditions being met), by the creation and issue of further Class Al Notes (the “Further Class Al 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 rankparipassu with, the Class Al Notes and the creation and issue of further Class A2 Notes (the “Further Class A2 Notes”) in bearer form carrying the same terms and conditions in all respects as, and so that the same shall be consolidated and form a single series and rankparipassu with, the Class A2 Notes and the creation and issue of further Class A3 Notes (the “Further Class A3 Notes” and together with the Further Class Al Notes and Further Class A2 Notes, the “Further Class A Notes”) in bearer form carrying the same terms and conditions in all respects as, and so that the same shall be consolidated and form a single series and rankparipassti with, the Class A3 Notes and the creation and issue of further Class B Notes (the “Further Class B Notes” and, together with the Further Class A Notes, the “Further Notes”) in bearer form carrying the same terms and conditions in all respects as, and so that the same shall be consolidated and form a single series and rankparipassu with, the Class B Notes Provided that (i) the aggregate principal amount of all Further Notes to be issued on such date is not less than &25 million (ii) any Further Class B Notes are assigned the same ratings as are then applicable to the Class B Notes and (iii) the ratings of the Class A Notes and the Class B Notes are not adversely affected by such issues. Any such Further 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 above in Condition 2.

16. Governing Law The Trust Deed, the Issuer Deed of Charge, the Agency Agreement, the other Relevant Documents, the Notes and the Coupons are governed by, and shall be construed in accordance with, English law (other than certain aspects of the Relevant Documents specifically relating to Scottish assets,which shall be governed by, and construed in accordance with, Scats law).

132 UNITED KINGDOM TAXATION

The comments below are of a general nature based on current law and practice in the United Kingdom. They relate only to the position of persons who are the absolute beneficial owners of Notes and Coupons and may not apply to certain classesof persons such as dealers. The comments below relate, unless otherwise stated, to any Class of Notes. Any Noteholders who are in doubt as to their personal tax position should consult their professional advisers.

1. Taxation of Interest Paid Under current Inland Revenue practice, the legislation relating to “quoted Eurobonds” (Section 124 ofthe Income and Corporation Taxes Act 1988 (the “Tax Act”)) will not be prevented from applying to payments of interest on the Notes notwithstanding that they are represented by the Global Notes. Therefore, so long as the Notes are represented by the Global Notes and continue to be listed on a recognised stock exchange within the meaning of Section 84 1 of the Tax Act (the Luxembourg Stock Exchange is currently a recognised stock exchange for this purpose) and held within a recognised clearing system within the meaning of Section 841(A) of the Tax Act (Euroclear and Cede1 Bank have each been designated as a recognised clearing system for this purpose), payments of interest on the Notes by any Paying Agent may, provided such Paying Agent has received such a declaration or notice as is mentioned in (b) below, under current law and practice be made without withholding or deduction for or on account of United Kingdom income tax. This paragraph will not apply if the Notes ceaseto be represented by the Global Notes. If the Notes ceaseto be represented by the Global Notes and Notes in definitive form (“Definitive Notes”) are issued, the Definitive Notes will constitute “quoted Eurobonds” within the meaning of Section 124 of the Tax Act, provided that they continue to be listed on a recognised stock exchange within the meaning of Section 841 of the Tax Act and remain in bearer form. Accordingly, under current law and practice, payments of interest may in such circumstances be made by any Paying Agent without withholding or deduction for or on account of United Kingdom income tax where:

(4 the person by or through whom the payment is made is not in the United Kingdom; or (b) the payment is made by or through a person who is in the United Kingdom; and (i) the Notes and the related Coupons appertaining thereto are held in a recognised clearing system within the meaning of the Tax Act; or (ii) the Notes and the related Coupons are beneficially owned by a person not resident in the United Kingdom, and either the person by or through whom the payment is made has received a declaration in a required form confirming that paragraph (i) or (ii) is satisfied or the Inland Revenue have issued a notice to that person stating that they consider that either or both are satisfied. In all other cases, interest will be paid after deduction of United Kingdom income tax at the lower rate (currently 20 per cent.) subject to any direction to the contrary by the Inland Revenue in respect of such relief as may be available pursuant to the provisions of any appropriate double taxation treaty. If interest is paid under deduction of United Kingdom income tax, the Issuer will not be obliged to pay any additional amount in respect of the Notes. Where a United Kingdom collecting agent either:

(4 acts as custodian ofthe Notes and receives interest on the Notes or directs that interest on the Notes be paid to another person or consents to such payment; or

(b) collects or secures payment of or receives interest on the Notes for a Noteholder or a Couponholder (except by means only of clearing a cheque or arranging for the clearing of a cheque); or

(4 otherwise acts for another person in arranging to collect or secure payment of interest on the Notes, the collecting agent will be liable to account for a sum representing income tax at the lower rate on payments of interest on the Notes and will deduct such a sum unless: (i) the relevant Notes are held in a recognised clearing system and the collecting agent either: (A) pays or accounts for the interest directly or indirectly to the recognised clearing system and a declaration in the required form has been obtained; or (B) is acting as depositary for the recognised clearing system in respect of the relevant Notes; or

133 (ii) the person beneficially entitled to the interest is either not resident in the United Kingdom and beneficially owns the relevant Notes or is specified by regulations; or (iii) the interest arises to trustees not resident in the United Kingdom of certain discretionary or accumulation trusts (where, inter alia, none of the beneficiaries of the trust is resident in the United Kingdom); or (iv) the person beneficially entitled to the interest is eligible for certain reliefs from tax in respect of the interest; or (v) the interest falls to be treated as the income of, or of the government of, a sovereign power or of certain international organisations, subject to any requirements which may have to be satisfied for the relevant exception to be available. The interest on a Note has a United Kingdom source and accordingly will be chargeable to United Kingdom income tax by direct assessmenteven if the interest is paid without withholding or deduction. However, interest received without deduction or withholding is not chargeable to United Kingdom tax in the hands of a Noteholder 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 branch or agency in the United Kingdom in connection with which the interest is received or to which the Notes are attributable. There are certain exemptions for interest received by certain specified categories of agent (such as some brokers and investment managers). Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision under an applicable double taxation treaty.

2. Taxation of Accruing Income A transfer of a Note by a non-corporate Noteholder resident or ordinarily resident in the United Kingdom or carrying on a trade in the United Kingdom through a branch or agency with which the ownership of the Notes is connected may give rise to a charge to United Kingdom tax on income in respect ofan amount treated (under rules known as “the accrued income scheme” contained in Chapter II of Part XVII of the Tax Act) as representing interest accrued on the Note at the time of transfer. The Class A2 Notes constitute variable rate securities for the plurposes of the accrued income scheme. Accordingly, taxation in respect of a transfer of Class A2 Notes will be computed on the basis that such amount as the Inland Revenue considers to be just and reasonable will be treated as accrued income. However, the transferee of a Class A2 Note will not be entitled to any relief for such amount. In general, corporate Noteholders who are within the charge to corporation tax are not subject to this method of taxation; instead, all profits, gains and losses, measured and recognised in accordance with an authorised accounting method, are taxed or relieved as income. Corporate Noteholders which are within the charge to UK corporation tax are generally charged to tax in each accounting period by reference to interest accrued in that period.

3. Capital Gains The Notes should be qualifying corporate bonds within the meaning of Section 117 of the Taxation of Chargeable Gains Act 1992. Accordingly, on disposal of the Notes (including on their redemption) by non-corporate Noteholders neither chargeable gains nor allowable losses should arise for the purposes of United Kingdom taxation of capital gains. In the event that the Issuer pays a premium on redemption in accordance with Class A Condition 5(c) or Class B Condition 5(c), the premium ought to be treated as a capital receipt for such purposes. Corporate Noteholders will recognise any gain or loss as taxable or relievable income amounts for corporation tax purposes.

4. Stamp Duty and Stamp Duty Reserve Tax No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue of the Global Notes or on the issue or transfer by delivery of a Definitive Note.

134 SUBSCRIPTION AND SALE

BTI and CMIL (together, the “Joint Lead Managers”), Barclays de Zoete Wedd Limited (“BZW” and, together with the Joint Lead Managers, the “Co-Lead Managers”), and NatWest Capital Markets Limited (as agent for National Westminster Bank Plc) and UBS Limited (together with the Co-Lead Managers, the “Managers”) have, pursuant to a subscription agreement dated 5th August, 1997 between the Managers, the Issuer, WBGL and the other Initial Guarantors (the ‘Class A Subscription Agreement”), agreed with the Issuer to subscribe for the Class Al Notes at the issue price of 100 per cent. of their principal amount, the Class A2 Notes at the issue price of 100 per cent. of their principal amount and the Class A3 Notes at the issue price of 100 per cent. of their principal amount. The Issuer will pay to the Managers a placing commission of 0.34268 per cent. ofthe aggregate principal amount of the Class A Notes.

The Co-Lead Managers have pursuant to a subscription agreement dated 5th August, 1997 between the Managers, the Issuer, WBGL and the other Initial Guarantors (the “Class B Subscription Agreement”), agreed to subscribe for the Class B Notes at the issue price of 100 per cent. of their principal amount. The Issuer will pay to the Managers a placing commission of 0.34268 per cent. of the aggregate principal amount of the Class B Notes.

Each of the Class A Subscription Agreement and the Class B Subscription Agreement is subject to a number of conditions and may be terminated by the Co-Lead Managers, on behalf of the Managers in certain circumstances prior to payment for the Notes to the Issuer. The Issuer, WBGL and the Initial Guarantors have agreed to indemnify the Managers against certain liabilities in connection with the issue of the Class A Notes and the Class B Notes.

Each Manager has represented to and agrees, inter alia, with the Issuer that:

64 it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, will not offer or sell any 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 business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or the FSA;

(b) it has complied and will comply with all applicable provisions of the FSA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(4 it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Notes to a person who is of a kind described in Article 1 l(3) ofthe Financial Services Act (Investment Advertisements) (Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on.

The Notes have not been and will not be 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 except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.

Each Manager has represented and agreed that it has not offered or sold, and will not offer or sell the Notes, (i) as part of th en’ d istribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Closing Date except in accordance with Rule 903 of Regulation S under the Securities Act and, accordingly, that neither such Manager nor any of its affiliates (including any person acting on behalf of such Manager or any ofits affiliates) has engaged or will engage in any directed selling efforts with respect to the Notes.

Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

In addition:

(a) each Manager 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”), (a) it has not offered or sold, and during the restricted period that it will not offer or sell, any Notes to a person who is within the United States or its possessions or to a United States person, and (b) it has not delivered and will not deliver in definitive form within the United States or its possessions any Notes that are sold during the restricted period;

135 (b) each Manager 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 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 it is a United States person, the Manager has represented that it is acquiring the Notes for purposes of resale in connection with their original issue and if it retains Notes for its own account, it will only do so in accordance with the requirements of United States Treasury Regulation Section 1.163- WMW)(6); (d) with respect to each affiliate of the Manager that acquires from it Notes for the purpose of offering or selling such Notes during the restricted period, the Manager has either(i) repeated and confirmed the representations and agreements contained in paragraphs (a), (b) and (c ) on its behalf or (ii) agreed that it will obtain from such affiliate for the benefit of the Issuer the representations and agreements contained in paragraphs (a), (b) and (c); and (e) terms used in this paragraph have the meanings given to them by Regulation S and by the United States Internal Revenue Code 1986, as amended, and regulations thereunder, including the D Rules.

GENERAL INFORMATION

The issue ofthe Class A Notes and of the Class B Notes has been authorised by a resolution ofthe Board of Directors of the Issuer passed on 4th August, 1997. 2. Application has been made to list the Notes on the Luxembourg Stock Exchange. In connection with the listing application, the Memorandum and Articles of Association of the Issuer and legal notice in relation to the issue of the Notes have been deposited with the Registrar of the District Court in Luxembourg (Grefier en chef du Tribunal d’Arrondissement de et b Luxembourg), where such documents are available for inspection and where copies of such documents may be obtained upon request. 3. The Notes have been accepted for clearance through Euroclear and Cede1 Bank. The Common Code for the Class Al Notes is 7923295 and the ISIN is XSO079232954. The Common Code for the Class A2 Notes is 79233 17 and the ISIN is XSO079233176. The Common Code for the Class A3 Notes is 7923325 and the ISIN is XSO079233259. The Common Code for the Class B Notes is 7923333 and the ISIN is XSO079233333. 4. No statutory or non-statutory accounts within the meaning of Section 240(5) of the Companies Act 1985 in respect of any financial year of the Issuer have been prepared. 5. The Issuer is not involved in any legal or arbitration proceedings which may have, or have had, since the date of its incorporation a significant effect on its financial position nor is the Issuer aware that any such proceedings are pending or threatened. The WB Group is not involved in any legal or arbitration proceedings which may have, or have had, since 22nd May, 1997 a significant effect on the WB Group’s financial position, nor is WBGL aware that any such proceedings are pending or threatened. Since the date of its incorporation, the Issuer has entered into the Class A Note Subscription Agreement and the Class B Note Subscription Agreement, being contracts entered into other than in its ordinary course of business. Coopers & Lybrand and Jones Lang Wootton have given and not withdrawn their written consent to the inclusion herein of their reports in the form and context in which they appear. Save as disclosed herein, since 7th July, 1997 (being the date ofincorporation ofthe Issuer), there has been (1) no material adverse change in the financial position or prospects of the Issuer and (2) no significant change in the trading or financial position of the Issuer. Save as disclosed herein, since 28th September, 1996 (being the end of the last financial period for which audited financial statements for the WB Group have been published), there has been no material adverse change in the financial or trading position of the WB Group. 9. Save as disclosed in this document, the Issuer has no outstanding loan capital, borrowings, indebtedness or contingent liabilities, nor has the Issuer created any mortgages, charges or given any guarantees.

136 10. Copies of the following documents may be inspected (and, in the case of the documents listed in (ii), (iii), (iv) and (v) below, may be obtained) during usual business hours at the specified offices of the Luxembourg Paying Agent at any time after the date of this document: (i) the Memorandum and Articles of Association of the Issuer and each member of the WB Group; (ii) the balance sheet of the Issuer as at 5th August, 1997 and the accountants’ report thereon; (iii) the audited non-consolidated accounts of WBGL as at 28th September, 1996 and the auditor’s reports thereon; (iv) the audited non-consolidated financial information of WBL for the period from 1st February, 1996 to 28th September, 1996 and the audited consolidated financial information for WBL for the two years ended 3 1st January, 1996 and the auditor’s reports thereon; (v) the audited fi nancial statements of MSL for the two years ended 3 1st January, 1995 and 1996 and the period ended 28th September, 1996; (vi) the consents referred to in paragraph 7 above; (vii) the contracts listed in paragraph 6 above; (viii) the Valuation Report of Jones Lang Wootton dated 25th February, 1997; (ix) prior to the Cl osing Date, drafts (subject to modification) and thereafter, copies of the following documents: (a) the Issuer/WBG Facility Agreement; (b) the WB Group Deed of Charge; (c) the Trust Deed; (d) the Agency Agreement; (e) the Liquidity Facility Agreement; (f) the Issuer Revolving Facility Agreement; (g) the Issuer Deed of Charge; (h) the Hedging Agreement and the Caps; (i) the Servicing and Cash Management Agreement; (j) the Financial Advisory Services Agreement; (k) the Fees and Expenses Letter; and (1) the Master Definitions and Construction Schedule. 11. Copies of (i) the annual audited consolidated financial statements as from the period ending 28th September, 1997 of WBGL and (ii) the annual non-consolidated audited financial statements of WBL, MSL, and the Issuer may be obtained from the specified offices ofthe Luxembourg Paying Agent as soon as they are publicly available. None of the WB Group Entities or the Issuer produces publicly available interim financial statements. Since 28th September, 1996 WBGL has not produced non-consolidated financial statements and none of WBL, MSL or the Issuer produce consolidated financial statements.

137 REGISTERED OFFICE OF THE ISSUER Welcome Break Finance PLC 2 Vantage Court Tickford Street Newport Pagnell Buckinghamshire MK16 9EZ

SECURITY TRUSTEE Bankers Trustee Company Limited 1 Appold Street Broadgate London EC2A 2HE

NOTE TRUSTEE BT Trustees (Jersey) Limited Kensington Chambers 46-50 Kensington Place St. Helier Jersey JE4 8YP Channel Islands

LEGAL ADVISERS To the Issuer and the Borrowers To the Managers, the Security Trusteeand the Note Trustee Allen & Overy Fresbfields One New Change 65 Fleet Street London EC4M 9QQ London EC4Y 1HS

AGENT BANK AND PRINCIPAL PAYING AGENT Bankers Trust Company 1 Appold Street Broadgate London EC2A 2HE

LUXEMBOURG PAYING AGENT Bankers Trust Luxembourg S.A. 14 Boulevard F.D. Roosevelt L-2450 Luxembourg

LISTING AGENT Banque Intemationale a Luxembourg S.A. 69 Route D’Esch L 2953, Luxembourg

AUDITORS TO THE ISSUER Coopers & Lybrand 1 Embankment Place London WC2N 6NN Hyway Pennington Financial London and Edinburgh 2266