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Angel, Sutton Barley Mow, Winchfield Bear Inn, Bisley

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

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

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

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

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Punch Taverns Finance B Limited(formerly known as Pubmaster Finance Limited)

(incorporated in the Cayman Islands with limited liability)£250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 Issue Price: 100 per cent.£250,000,000 Class A8 Secured Floating Rate Notes due June 2033 Issue Price: 100 per cent.£125,000,000 Class C1 Secured Floating Rate Notes due June 2035 Issue Price: 100 per cent.

Unconditionally and irrevocably guaranteed by Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited)(incorporated with limited liability in England and Wales on 25 February 1999 pursuant to the Companies Act 1985 with registered number 3720775)

Unconditionally and irrevocably guaranteed in relation to Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notespursuant to the terms of a financial guarantee to be issued by MBIA UK Insurance Limited

(incorporated with limited liability in England and Wales on 22 March 2002 pursuant to the Companies Act 1985 with registered number 04401508)

Application to the Irish Stock ExchangeApplication has been made to the Irish Stock Exchange for admission of the £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 (the Class A7 Notes),the £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 (the Class A8 Notes, and, together with the Class A7 Notes, the Second New Class A Notes)and the £125,000,000 Class C1 Second Floating Rate Notes due June 2035 (the Class C1 Notes and, together with the Second New Class A Notes, the Second NewNotes) of Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited) (the Issuer) to the official list of the Irish Stock Exchange (the Official List)and to be admitted to trading subject to the listing rules of the Irish Stock Exchange which are expected to be issued on or about 1 August 2005 (or such later date as maybe agreed by the Issuer, the Lead Managers (as defined below), the Note Trustee (as defined below), MBIA (as defined below) and the Principal Paying Agent (as definedbelow)) (the Fourth Closing Date). The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EC. The Irish Stock Exchange is a regulated marketfor the purposes of Directive 93/22/EC. Application has been made to the Irish Financial Services Regulatory Authority, a component of the Central Bank and Trust IrishFinancial Services Authority in its capacity as competent authority (IFSRA) under the Prospectus (Directive 2003/7/EC) Regulations 2005 for approval of the prospectus.

Previous Note issuance by the IssuerThe Issuer issued the £80,000,000 Class A1 Secured Floating Rate Notes due 2009 on 30 June 1999 (the First Closing Date) and the further £29,000,000 Class A1 SecuredFloating Rate Notes due 2009 on 17 February 2000 (the Second Closing Date) (together, the Class A1 Notes), the £20,000,000 Class A2 Secured Floating Rate Notesdue 2011 on the First Closing Date and the further £6,500,000 Class A2 Secured Floating Rate Notes due 2011 on the Second Closing Date (together, the Class A2 Notes),the £150,000,000 7.369 per cent. Class A3 Secured Notes due 2022 on the First Closing Date and the further £51,000,000 7.369 per cent. Class A3 Secured Notes due2022 on the Second Closing Date (together, the Class A3 Notes), the £70,000,000 Class A4 Secured Floating Rate Notes due June 2009 on 25 November 2002 (the ThirdClosing Date) (the Class A4 Notes), the £120,000,000 Class A5 Secured Floating Rate Notes due September 2016 on the Third Closing Date (the Class A5 Notes), the£220,000,000 5.943 per cent. Class A6 Secured Notes due December 2024 on the Third Closing Date (the Class A6 Notes), the £55,000,000 8.44 per cent. Class B SecuredNotes due 2025 on the First Closing Date and the further £22,500,000 8.44 per cent. Class B Secured Notes due 2025 on the Second Closing Date (together, the ClassB1 Notes) and the £125,000,000 6.962 per cent. Class B2 Secured Notes due June 2028 on the Third Closing Date (the Class B2 Notes). The Class A1 Notes, the ClassA2 Notes and the Class A3 Notes issued on the First Closing Date are the Original Class A Notes. The Class B1 Notes issued on the First Closing Date are the OriginalClass B1 Notes. The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued on the Second Closing Date are the First Further Class A Notes. The ClassB1 Notes issued on the Second Closing Date are the First Further Class B1 Notes. The Class A4 Notes, the Class A5 Notes and the Class A6 Notes issued on the ThirdClosing Date are together the First New Class A Notes. The Class B2 Notes issued on the Third Closing Date are the First New Class B2 Notes.

GuaranteesMBIA UK Insurance Limited (MBIA) will on the Fourth Closing Date issue a financial guarantee (the Second MBIA Financial Guarantee) pursuant to and in accordancewith the terms of a second guarantee and reimbursement agreement (the Second Guarantee and Reimbursement Agreement) dated the Fourth Closing Date and madebetween, inter alios, the Issuer, the Borrower, the Parent Guarantor (as defined below) and MBIA. The Class A7 Notes and the Class A8 Notes will be unconditionally andirrevocably guaranteed as to Scheduled Interest and Scheduled Principal as provided in the Second MBIA Financial Guarantee. The Class C1 Notes and the ExistingNotes (as defined below) will not benefit from the Second MBIA Financial Guarantee.Payment of principal and interest on the Existing Notes (as defined below) is, or, in the case of the Second New Notes, is also to be unconditionally and irrevocablyguaranteed pursuant to the Parent Guarantee given by Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) (the Parent Guarantor).Proposed redemption of Existing Floating Rate Notes, entry into new Transaction Documents and amendments to existing Transaction DocumentsOn the first Interest Payment Date (as defined herein) following the Fourth Closing Date, as described herein, the Issuer intends to redeem all Class A1 Notes, Class A2Notes, Class A4 Notes and Class A5 Notes (the Existing Floating Rate Notes). In addition, on the Fourth Closing Date, the Issuer intends to enter into certain newtransaction documents and to modify the terms of certain existing transaction documents in relation to the issue of the Second New Notes and the Class A3 Notes, the ClassA6 Notes, the Class B1 Notes and the Class B2 Notes. The Class A3 Notes and the Class A6 Notes are together the Existing Class A Notes. The Class B1 Notes andthe Class B2 Notes are together the Existing Class B Notes. The Existing Class A Notes and the Existing Class B Notes are together the Existing Notes and the ExistingFixed Rate Notes.

Obligations of the Issuer onlyThe Notes will be obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person, other than (i) MBIA, in respect of its financialguarantee of Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes as provided in the Second MBIA Financial Guarantee and (ii)the Parent Guarantor. It should be noted in particular that the Notes will not be obligations of, and will not be guaranteed by, MBIA (other than to the extent described above),the Note Trustee, the Borrower Security Trustee, the Issuer Security Trustee, the PG Security Trustee, the Arranger, the Lead Managers, the Liquidity Facility Provider, theSwap Providers, the Account Bank, the Agent Banks, the Principal Paying Agent, the Irish Paying Agent, any Obligor (each as referred to herein), Punch Taverns (PMG)Limited or any other company in the New Securitisation Group or the Punch Group (as referred to herein) other than the Issuer and the Parent Guarantor.

RatingsIt is expected that the Class A7 Notes will, when issued, be assigned a ‘‘AAA’’ rating by Fitch Ratings Ltd (Fitch), a ‘‘AAA’’ by Standard & Poor’s Rating Services, a divisionof The McGraw Hill Companies, Inc. (S&P) and ‘‘Aaa’’ by Moody’s Investors Service Limited (Moody’s and, together with S&P and Fitch, the Rating Agencies). It is expectedthat the Class A8 Notes will, when issued, be assigned a ‘‘AAA’’ rating by Fitch, a ‘‘AAA’’ rating by S&P and a ‘‘Aaa’’ rating by Moody’s. It is expected that the Class C1 Noteswill, when issued, be assigned a ‘‘BBB’’ rating by Fitch, a ‘‘BBB’’ rating by S&P and a ‘‘Baa3’’ rating by Moody’s. The ratings of the Class A7 Notes and the Class A8 Noteswill be based on the financial strength and claims paying ability of MBIA. The security ratings assigned by the Rating Agencies do not address the likelihoodof the receipt of any Step-Up Amounts (as defined herein) or any redemption premium by Noteholders. The payment of Step-Up Amounts is subordinated, interalia, to the payment of interest on and the repayment of principal of the Notes. A security rating is not a recommendation to buy, sell or hold securities and maybe subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Each security rating should be evaluated independently ofany other rating and, amongst other things, will depend on the performance of the business of the New Securitisation Group from time to time and (in the caseof the Class A7 Notes and the Class A8 Notes) events affecting MBIA.For a discussion of certain risks and other factors that should be considered in connection with an investment in the Second New Notes, see the section entitledRisk Factors beginning on page 32.

The date of this Offering Circular is 29 July 2005

Arranger

CitigroupLead Managers

Citigroup The Royal Bank of Scotland

Responsibility Statement

The Issuer accepts responsibility for the information contained in this document (other than the MBIAInformation (as defined below)). To the best of the knowledge and belief of the Issuer (having taken allreasonable care to ensure that such is the case), the information (other than the MBIA Information)contained in this document is in accordance with the facts and does not omit anything likely to affect theimport of such information. The Issuer accepts responsibility accordingly.

MBIA accepts responsibility for the information contained in MBIA UK Insurance Limited,MBIA Insurance Corporation, Form of Second MBIA Financial Guarantee and paragraphs 8 and 9of the section entitled General Information below (together, the MBIA Information). To the best of theknowledge and belief of MBIA (having taken all reasonable care to ensure that such is the case), theMBIA Information is in accordance with the facts and does not omit anything likely to affect the import ofthe MBIA Information. MBIA accepts no responsibility for any other information contained in thisdocument and has not separately verified any such other information.

Representations about the Second New Notes

No person is authorised in connection with the issue and sale of the Second New Notes to give anyinformation or to make any representation not contained in this document and, if given or made, any suchinformation or representation not contained herein must not be relied upon as having been authorisedby the Issuer, the directors of the Issuer, the Parent Guarantor, any Obligor or any other member of theNew Securitisation Group or Punch Group (each as defined under Summary below) or by MBIA or anyof its affiliates or by the Arranger or the Lead Managers (as defined in Subscription and Sale below).

None of the Arranger, the Lead Managers, the Paying Agents, the Agent Banks, the Swap Providers,the Liquidity Facility Provider, the Account Bank, the Issuer Security Trustee, the Borrower SecurityTrustee, the PG Security Trustee, the Note Trustee or MBIA (other than in relation to the MBIAInformation) has separately verified the information contained herein. Accordingly, no representation,warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by theArranger, the Lead Managers, the Paying Agents, the Agent Banks, the Swap Providers, the LiquidityFacility Provider, the Account Bank, the Issuer Security Trustee, the Borrower Security Trustee, the PGSecurity Trustee, the Note Trustee or MBIA (other than in relation to the MBIA Information) as to theaccuracy or completeness of the information contained in this document or any other informationsupplied in connection with the Second New Notes or their distribution. The statements in this paragraphare without prejudice to the responsibility of the Issuer. Each person receiving this documentacknowledges that such person has not relied on the Arranger, the Lead Managers, the Paying Agents,the Agent Banks, the Swap Providers, the Liquidity Facility Provider, the Account Banks, the IssuerSecurity Trustee, the PG Security Trustee, the Note Trustee, the Borrower Security Trustee or MBIA(other than in relation to the MBIA Information) nor on any other person affiliated with any of them inconnection with any investigation of the accuracy of the information or its investment decision.

Financial condition of the Issuer, the Estate and MBIA

Neither the delivery of this document nor any offer, sale or solicitation made in connection with the issueof the Second New Notes (the Issue) shall, under any circumstances, constitute a representation orcreate any implication that there has been no change in the affairs of the Issuer or any other member ofthe Punch Group or MBIA or any of their or its affiliates or the information contained herein since the datehereof or that the information contained herein is correct at any time subsequent to the date hereof.

Unless otherwise indicated, the information contained in this document relating to the Estate (as definedbelow) is given as at 29 July 2005. Certain information has been extracted from the Fourth ValuationCertificate set forth in this Offering Circular. For a description of the methodology used and certainassumptions and qualifications regarding the accuracy of such information, see Valuation Certificatebelow. The valuation information presented in this document should not be treated as a projection orforecast by DTZ (as defined below), the Issuer, the Punch Group, MBIA, the Arranger, the LeadManagers, or their respective affiliates and representatives.

Summary of Selling Restrictions

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

2

of certain further restrictions on offers, sales and deliveries of the Notes and the distribution of thisOffering Circular, see Subscription and Sale below.

This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy theSecond New Notes and neither this Offering Circular nor any part hereof may be used for or inconnection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances inwhich such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offeror solicitation. Accordingly, the Second New Notes may not be offered or sold, directly or indirectly, andneither this Offering Circular nor any part hereof or any other offering circular, prospectus, form ofapplication, advertisement, other offering materials nor other information may be issued, distributed orpublished in any country or jurisdiction (including the United Kingdom), except in circumstances that willresult in compliance with all applicable laws, orders, rules and regulations.

No invitation will be made to the public in the Cayman Islands to subscribe for the Second New Notes.

The Second New Notes are being offered for sale outside the United States to non-U.S. persons inaccordance with Regulation S (Regulation S) under the U.S. Securities Act of 1933, as amended (theSecurities Act). Neither the Second New Notes nor the Parent Guarantee have been, or will be,registered under the Securities Act or any state securities laws, and include Second New Notes in bearerform that are subject to U.S. tax law requirements. Neither the Second New Notes nor the ParentGuarantee may be offered, sold or delivered, directly or indirectly, in the United States or to anyU.S. persons (as defined in the Securities Act) except in certain transactions permitted by U.S. taxregulations and U.S. securities laws. See Subscription and Sale below.

The Second New Notes are subject to certain restrictions on transfer as described in the section entitledSubscription and Sale.

Stabilisation

In connection with the issue of the Second New Notes, Citigroup Global Markets Limited (theStabilisation Manager) (or persons acting on behalf of the Stabilisation Manager) may over-allotSecond New Notes (provided that the aggregate principal amount of Notes allotted does not exceed105 per cent. of the aggregate principal amount of the relevant class) or effect transactions with a viewto supporting the market price of the Second New Notes at a level higher than that which might otherwiseprevail. However, there is no assurance that the Stabilisation Manager (or persons acting on behalf ofthe Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on orafter the date on which adequate public disclosure of the final terms of the offer of the Second New Notesis made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days afterthe issue date of the Second New Notes and 60 days after the date of the allotment of the Second NewNotes.

Currency

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

Offering Circular

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

Interpretation

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

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TABLE OF CONTENTSPAGE

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

KEY CHARACTERISTICS OF THE SECOND NEW NOTES AND EXISTING FIXEDRATE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SUMMARY OF THE TRANSACTION AND THE TERMS AND CONDITIONSOF THE SECOND NEW NOTES AND RELATED MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . 19

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SUMMARY OF PRINCIPAL DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115

THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

THE PARENT GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

PUNCH TAVERNS (SPML) LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

THE UNITED KINGDOM PUB INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

BUSINESS OF THE PUNCH GROUP AND INFORMATION REGARDINGTHE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

MANAGEMENT/KEY SHAREHOLDERS OF THE PUNCH GROUP . . . . . . . . . . . . . . . . . . . 140

MBIA UK INSURANCE LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144

MBIA INSURANCE CORPORATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

FORM OF SECOND MBIA FINANCIAL GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

TERMS AND CONDITIONS OF THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

SUBSCRIPTION AND SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203

UNITED KINGDOM TAXATION AND EC DIRECTIVE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206

CAYMAN ISLANDS TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210

INDEX TO FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION . . . . . . . 213

APPENDIX 1 (MANAGEMENT ACCOUNTS OF NEW SECURITISATION GROUPFOR PERIOD ENDED 2 APRIL 2005) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214

APPENDIX 2 (FINANCIAL STATEMENTS FOR PERIOD ENDED 21 AUGUST 2004) . . . 215

APPENDIX 3 (FINANCIAL STATEMENTS FOR PERIOD ENDED28 SEPTEMBER 2003) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280

APPENDIX 4 (DESCRIPTION OF 2004/5 EBITDA ‘‘RUN-RATE’’ CALCULATION). . . . . . . 354

APPENDIX 5 (TRANSITIONAL COVENANT STEP-DOWN TABLE) . . . . . . . . . . . . . . . . . . . 355

APPENDIX 6 (MBIA FINANCIAL STATEMENTS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356

APPENDIX 7 (SUMMARY OF CERTAIN DIFFERENCES BETWEENUK GAAP AND IFRS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369

APPENDIX 8 (VALUATION CERTIFICATE). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 372

INDEX OF DEFINED TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 449

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SUMMARY

Description of the Transaction

This section contains a summary of the Punch Group and the New Securitisation Group (each as definedbelow) and of the principal terms and conditions of the Second New Notes and related arrangements.This summary does not purport to be complete and should be read in conjunction with, and is qualifiedin its entirety by reference to, the more detailed information appearing elsewhere in this Offering Circular.

For the purposes of the Second New Notes and this Offering Circular, the term New SecuritisationGroup or Punch Taverns B Sub-Group means Punch Taverns (PMH) Limited (formerly known asPubmaster Holdings Limited) and each of its subsidiaries from time to time from the Fourth Closing Dateand New Securitisation Group Entity or New Securitisation Group Entities means one or more of suchcompanies. The Punch Group comprises Punch Taverns plc and each of its subsidiaries from time totime (including the companies in the New Securitisation Group). The term Transaction means thecorporate reorganisation and formation of the New Securitisation Group, the amendment of theTransaction Documents, the issuance of the Notes and the refinancing of the Existing FloatingRate Notes as more particularly described in this Offering Circular.

The Punch Group

The Punch Group consists principally of companies which own leased and tenanted Pubs.

The corporate structure of the Punch Group is divided into two principal sub-groups: the PubmasterSub-Group comprising Punch Taverns (PM) Limited (formerly Pubmistress Limited) and each of itssubsidiaries from time to time, and the Punch Taverns Sub-Group comprising Punch Taverns GroupLimited and each of its subsidiaries from time to time.

In addition, there are four smaller pub-owning sub-groups of companies: the Centrum Sub-Group, theJubilee Sub-Group, the InnSpired Sub-Group and the Barton Sub-Group. In addition, Punch Group(Retail Properties) Limited (PGRP) also owns a number of Pubs.

Punch Taverns plc (Punch) is the ultimate parent of the Punch Group comprising, inter alia, thePubmaster Sub-Group, the Punch Taverns Sub-Group, the Centrum Sub-Group, the Jubilee Sub-Group,the InnSpired Sub-Group, the Barton Sub-Group and PGRP. Punch’s entire issued ordinary share capitalis listed on the London Stock Exchange (see Management/Key Shareholders of the Punch Groupbelow). The initial public offering of shares in Punch was completed in May 2002.

The Pubmaster Sub-Group

The Pubmaster Sub-Group was formed in November 1996 through a management buyout of the pubsbusiness of The Brent Walker Group plc. Since then, the Pubmaster Sub-Group has acquired and soldvarious portfolios of leased and tenanted Pubs. The Pubmaster Sub-Group was acquired by thePunch Group in December 2003.

The Pubmaster Sub-Group owned, as at 2 April 2005, 2,913 leased and tenanted pubs and is the subjectof a discrete securitisation through Punch Taverns (PMH) Limited (formerly known as PubmasterHoldings Limited) and its subsidiaries (the Pubmaster Finance Securitisation Group). In July 1999,the Pubmaster Sub-Group raised finance through its first securitisation. This involved an issue by theIssuer of the Original Class A Notes and the Original Class B1 Notes, and resulted in the securitisationof a portfolio of 1,457 Pubs, owned and operated by Punch Taverns (PML) Limited (formerly PubmasterLimited) (the Borrower). In February 2000, the Issuer issued the First Further Class A Notes and theFirst Further Class B1 Notes to finance the acquisition by the Borrower of a further portfolio of Pubswhich had been previously acquired by the Pubmaster Sub-Group in July 1999 from Swallow Group plc,following which the number of Pubs in the securitisation increased to 2007. In November 2002, the Issuerissued the First New Class A Notes and the First New Class B2 Notes, to finance further acquisitions ofPubs by the Borrower and Punch Taverns (SPML) Limited (Sister). As at the close of that financing, thePubmaster Sub-Group owned and operated a portfolio of 3,088 securitised Pubs.

Since November 2002, the Borrower has made a series of smaller acquisitions and disposals of Pubs.As at 2 April 2005, the Pubmaster Sub-Group owned a portfolio of 2,913 Pubs, all of which are ownedand operated by the Pubmaster Finance Securitisation Group.

In addition, as part of the Transaction, certain assets of the Pubmaster Finance Securitisation Group willbe consolidated in the Borrower. The Borrower will dispose of 316 Pubs, Sister will dispose of 84 Pubsand the Borrower will acquire 663 additional Pubs as described below.

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The Punch Taverns Sub-Group

The Punch Taverns Sub-Group owned, as at 2 April 2005, 4,183 leased and tenanted Pubs and is thesubject of a securitisation involving separate financing and security arrangements, pursuant to the issueby Punch Taverns Finance plc of a series of fixed and floating rate notes in November 2003.The Punch Taverns Sub-Group was formed as a result of the amalgamation and refinancing of twoseparate securitisation structures (comprising Punch Taverns Holdings Limited and its subsidiaries,involving the issue of notes by Punch Taverns Finance plc, and Punch Retail (Acquisition Finance)Limited and its subsidiaries, involving the issue of notes by Punch Funding II Limited) in November 2003.

The Punch Taverns Sub-Group will not be involved in the Transaction other than by virtue ofPunch Taverns (PTL) Limited (the operating company of the Punch Taverns Sub-Group) providingcertain services to the New Securitisation Group under a Management Services Agreement as describedbelow.

The Centrum Sub-Group

The Centrum Sub-Group consists of a group of three companies: Punch Centrum Intermediate HoldingCompany Limited, Punch Taverns (Centrum) Limited (Centrum) and Punch Centrum Loan CompanyLimited. The Centrum Sub-Group was established by the Punch Group in May 2003 for the purpose ofacquiring pubs. As at 2 April 2005, its estate comprised 147 leased and tenanted pubs acquired througha series of acquisitions. These acquisitions were financed through a combination of secured bankborrowings and cash. Such financing and security arrangements will be repaid and released on theFourth Closing Date as part of the transactions described in this Offering Circular.

It is proposed that 147 of the Pubs owned by the Centrum Sub-Group will be acquired by the Borroweron the Fourth Closing Date (see The New Securitisation Group below).

The Jubilee Sub-Group

The Jubilee Sub-Group consists of a group of three companies: Punch Jubilee Loan Company Limited,Punch Taverns (Jubilee) Limited (Jubilee) and Punch Jubilee Intermediate Holding Company Limited.Jubilee was established by the Punch Group in July 2003 for the purpose of acquiring pubs. As at2 April 2005, its estate comprised 5 leased and tenanted pubs acquired through a series of acquisitions.These acquisitions were financed by cash.

It is proposed that the 5 Pubs owned by the Jubilee Sub-Group will be acquired by the Borrower on theFourth Closing Date (see The New Securitisation Group below).

The InnSpired Sub-Group

The InnSpired Sub-Group was acquired by the Punch Group in September 2004. At that time, InnSpiredowned 1,064 pubs. Following the acquisition, 51 Pubs were sold immediately and a further 3 Pubs wereacquired. The existing securitisation structure financing the InnSpired Sub-Group was refinanced inNovember 2004 by short term secured borrowings. Subsequently, 545 pubs were sold to third partypurchasers between November 2004 and January 2005. As at 2 April 2005, its estate comprised471 leased and tenanted Pubs which continue to be the subject of separate short-term securedbank financings and security arrangements. Such financings and security arrangements will be repaidand released with effect from the Fourth Closing Date as part of the transactions described in thisOffering Circular.

It is proposed that the 471 Pubs owned by the InnSpired Sub-Group will be acquired by the Borrower onthe Fourth Closing Date (see The New Securitisation Group below).

PGRP

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

The Barton Sub-Group

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

6

Avebury Sub-Group

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

Punch Group prior to the Fourth Closing Date

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

Other Punch

Group

Subsidiaries

Punch

Taverns

(PPCS) Ltd

Punch Taverns

Group Ltd

Punch Taverns

Investments Ltd

Punch Taverns

Intermediate

Holdings Ltd

Punch Taverns

(ES) Ltd

Punch Taverns

Development

Company Ltd

Punch Taverns

(Offices) Ltd

Punch Centrum

Intermediate

Holding

Company Ltd

Punch

Taverns

(Centrum)

Ltd

Punch

Centrum

Loan

Company Ltd

Punch

Taverns

(PGRP) Ltd

Inactive

Punch Group

Subsidiaries

Inactive Punch

Group

Subsidiaries

PUNCHTAVERNS

PLC

Punch Taverns

(PGE) Ltd

Punch Jubilee

Intermediate

Holding

Company Ltd

Punch

Taverns

(Jubilee) Ltd

Punch

Jubilee Loan

Company

Ltd

InnSpired

(Cedar) Ltd

InnSpired

(ITB) Ltd

InnSpired

Group Ltd

InnSpired

Taverns Ltd

InnSpired

Taverns II Ltd

InnSpired

Pubs Ltd

InnSpired

Holdings LtdRhesus Ltd

InnSpired

Developments

Ltd

InnSpired

Company Ltd

InnSpired

(ESOP) Ltd

Punch Taverns

Reserve

Company Ltd

Punch Taverns

(PM) Ltd

Punch Taverns

Holdings Ltd

Punch Taverns

Finance

Sub-Group

CB (1994) Ltd

Punch Taverns

(PMG) Ltd

Pub.com Ltd

Punch Taverns

(PMT) Ltd

Inn Partnership

Pension

Scheme

Limited

Inn Partnership

Limited

Tudor street

Acquisitions

Limited

Tudor street

Holdings

Limited

Silverhoney

Limited

Silverhoney

Holdings

Limited

Coinmine

Limited

Punch Taverns

(PMH) Ltd

GRS Inns

Limited

Punch Taverns

(CPM) Ltd

Punch Taverns

(PML) Ltd

The Local Pub

Company Ltd

Punch Taverns

Finance B Limited

(formerly Pubmaster

Finance Limited)

Punch Taverns

(SPM) Ltd

Punch Taverns

(DPM) Ltd

Mercury

Taverns

(Holdings)

Limited

Mercury

Taverns plc

Punch Taverns

(SPML) Ltd

The Dublin Pub

Company Ltd

Punch Taverns

(PMST) Ltd

Punch Taverns

(PMI) Ltd

Punch Taverns

(PMM) Ltd

Punch Taverns

(PMMH) Ltd

Punch Taverns Barton

Intermediate Holding

Company Ltd

Punch

Taverns

(Barton)

Limited

Punch

Barton Loan

Company

Limited

Key

Punch Taverns Sub-Group

PGRP

Centrum Sub-Group

Jubilee Sub-Group

Pubmaster Sub-Group

InnSpired Sub-Group

Barton Sub-Group

Pubmaster Finance Securitisation Group

Ushers of

Trowbridge Ltd

7

The New Securitisation Group

On or before the Fourth Closing Date, the Pubmaster Sub-Group, the InnSpired Sub-Group and theCentrum Sub-Group will be reorganised to create a new sub-group (the Punch Taverns B Sub-Groupor the New Securitisation Group) as follows.

In order to streamline the holding company structure of the New Securitisation Group, the shares inPunch Taverns (PMG) Limited (formerly Pubmaster Group Limited) will, on the Fourth Closing Date, beacquired by Punch Taverns (PGE) Limited from Punch Taverns (PM) Limited. This will result in therebeing fewer intermediate holding companies between the New Securitisation Group and its ultimateparent, Punch Taverns plc.

The Transaction will also involve the acquisition, on or before the Fourth Closing Date, by the Borrowerof the business and assets of the InnSpired Sub-Group, business and assets of Centrum and certain ofthe business and assets of PGRP and all of the business and assets of Jubilee (as described below) andby Punch Taverns (PMH) Limited of the shares in InnSpired Group Limited and Centrum. TheTransaction will also involve the disposal, on or before the Fourth Closing Date, by the Borrower andSister of part of their businesses and assets comprising 400 pubs to PGRP. On the Fourth Closing Date,the Borrower will acquire the remaining business and assets of Sister comprising 1,026 Pubs, in orderthat the New Securitisation Group’s activities are consolidated in the Borrower as one operatingcompany. For a period of time following the Fourth Closing Date, there will be transitional provisions suchthat Sister is appointed as agent of the Borrower to perform collection and payment services in relationto the operation of such businesses.

These various acquisitions will result in the formation of the New Securitisation Group. The NewSecuritisation Group is expected to own 3,176 leased and tenanted Pubs with effect from the FourthClosing Date (the Estate).

The reorganisation will comprise a number of intra-group transfers of the shares in each of Centrum andInnSpired Group Limited. These intra-group transfers will ultimately result in the shares in each ofCentrum and InnSpired Group Limited being transferred to the Parent Guarantor by way of a series ofshare-for-share exchanges. The purpose of these steps will be to ensure that, prior to the Fourth ClosingDate, Centrum and the InnSpired Sub-Group are wholly-owned subsidiaries of the Parent Guarantor(see The Parties below).

Shortly after the share-for-share exchanges, the Borrower will enter into a series of business and assetsale agreements (the Hive-Across Agreements) on the Fourth Closing Date pursuant to which that partof the Estate not currently beneficially owned by the Borrower will become beneficially owned by theBorrower. In order to ensure an orderly transfer of the respective businesses of Centrum and theInnSpired Sub-Group to the Borrower, for a period of time following the Fourth Closing Date there will betransitional provisions such that each of Centrum and members of the InnSpired Sub-Group areappointed as agent of the Borrower in relation to the operation of such businesses.

A Tender Offer may also be launched by the Borrower in respect of the Existing Floating Rate Notes atsome point prior to the Fourth Closing Date, such Tender Offer to be settled on the Fourth Closing Date(see Summary of the Transaction and the Terms and Conditions of the Second New Notes andRelated Matters below). It is proposed that, on the Fourth Closing Date, in order to finance theacquisitions referred to above by the Pubmaster Sub-Group, the Issuer will raise the funds necessary toeffect the Transaction including the redemption of any Existing Floating Rate Notes (as defined below)(see Summary of the Transaction and the Terms and Conditions of the Second New Notes andRelated Matters below) in respect of which the Tender Offer (see Summary of the Transaction and theTerms and Conditions of the Second New Notes and Related Matters – Tender Offers) has notbeen accepted.

It is proposed that the Issuer will, on the Fourth Closing Date, advance the proceeds of the issue of theSecond New Notes to the Borrower who will, amongst other things, apply such proceeds in the followingmanner:

(i) in repayment of the term advances then outstanding to the Issuer and in respect of which anyTender Offer in respect of the Existing Floating Rate Notes made by the Borrower has not beenaccepted;

(ii) in making the acquisitions of the business and assets of the InnSpired Sub-Group, Jubilee,Centrum, PGRP and Sister as described above;

8

(iii) in acquiring those Existing Floating Rate Notes in respect of which any Tender Offer made by theBorrower has been accepted following which the Borrower will surrender such Notes to the Issuerfor cancellation by way of set-off against repayment of the relevant equivalent floating rateadvances (see Summary of the Transaction and the Terms and Conditions of the SecondNew Notes and Related Matters below);

(iv) in making loans and/or distributions to other companies elsewhere in the Punch Group (includingto the companies within the New Securitisation Group);

(v) in meeting costs and expenses of the Transaction; and

(vi) for other purposes of the Punch Group.

Further details as to the proposed uses of the proceeds of the issue of the Second New Notes are setout in Use of Proceeds below.

9

Punch Group after the Fourth Closing Date

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

Punch Taverns

Investments Ltd

Punch Taverns

Intermediate

Holdings Ltd

Punch Taverns

(ES) Ltd

Other Punch

Group

Subsidiaries

Punch Taverns

(PPCS) Ltd

Punch Taverns

Group Ltd

Punch Taverns

Development

Company Ltd

Punch Taverns

(Offices) Ltd

Punch

Taverns

(PGRP) Ltd

Inactive

Punch

Group

Subsidiaries

Inactive Punch

Group

Subsidiaries

PUNCHTAVERNS

PLC

Punch Taverns

(PGE) Ltd

Punch Taverns

Reserve

Company Ltd

Punch Taverns

(PM) Ltd

Punch Jubilee

Intermediate

Holding

Company Ltd

Punch Centrum

Intermediate

Holding

Company Ltd

Punch Centrum

Loan Company

Ltd

Punch

Taverns

(PMT) Ltd

Punch

Taverns

(PMMH) Ltd

Pub.com

Ltd

Punch

Taverns

(PMM) Ltd

GB (1994)

Ltd

The Dublin

Pub Company

Ltd

Punch

Taverns

(PMG ) Ltd

The Local Pub

Company Ltd

Punch

Taverns

(PMH)

Ltd

Punch

Taverns

(PMST) Ltd

Punch

Taverns

(PMI) Ltd

GRS Inns

Limited

Punch

Taverns

(SPML)

Ltd

Punch Taverns Finance

B Limited (formerly

Pubmaster Finance

Limited)

Punch

Taverns

(PML) Ltd

Punch

Taverns

(Centrum) Ltd

Punch

Taverns

(CPM) Ltd

Punch

Taverns

(DPM) Ltd

Punch

Taverns

(SPM) Ltd

InnSpired

Group Ltd

Mercury

Taverns

plc

Mercury

Taverns

(Holdings)

Limited

InnSpired

Taverns

Ltd

InnSpired

Taverns II

Ltd

InnSpired

Pubs Ltd

InnSpired

Holdings

Ltd

Rhesus Ltd

Inspired

Company

Ltd

InnSpired

(ESOP) Ltd

InnSpired

Developments

Ushers of

Trowbridge

Ltd

Coinmine

Limited

Silverhoney

Holdings

Limited

Silverhoney

Limited

Tudor Street

Holdings

Limited

Tudor Street

Acquisitions

Limited

Inn

Partnership

Limited

Inn

Partnership

Pension

Scheme

Limited

Punch TavernsSub-Group

Punch

Taverns

(Barton)

Limited

Punch

Barton

Loan

Company

Limited

Punch

Taverns

(Jubilee)

Ltd

Punch

Jubilee

Lease

Company

Ltd

Punch Taverns

Barton

Intermediate

Holding Company

Ltd

Punch Taverns

Intermediate

Holdings Ltd

InnSpired

(Cedar) Ltd

InnSpired

(ITB) Ltd

Key

Punch Taverns Sub-Group

PGRP

Centrum Sub-Group

Jubilee Sub-Group

New Securitisation Group

Barton Sub-Group

10

Valuation of Estate

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

Unaudited EBITDA Information

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

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

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

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

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

Pubmaster Sub-Group after disposals

2003(1) 2004(2) 2005(3)2005

‘‘Run Rate’’

Number of pubs(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,506 2,507 2,513 2,513Turnover (£m) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222 231 144 236Turnover per pub (£000) . . . . . . . . . . . . . . . . . . . . . . . . . . 88.58 92.07 57.24 94.02Gross profit (£m). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129 136 87 143Gross profit per pub (£000). . . . . . . . . . . . . . . . . . . . . . . . 51.45 54.35 34.68 56.95Overheads (£m) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22) (20) (12) (20)EBITDA (£m) (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 116 75 123EBITDA per pub (£000) . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.72 46.39 29.67 48.96

11

InnSpired Sub-Group

2003(1) 2004(2) 2005(3)2005


Number of pubs(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 468 471 471Turnover (£m) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 43 27 44Turnover per pub (£000) . . . . . . . . . . . . . . . . . . . . . . . . . . — 92.62 56.91 92.49Gross profit (£m). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 25 16 26Gross profit per pub (£000). . . . . . . . . . . . . . . . . . . . . . . . — 54.06 34.09 55.39Overheads (£m) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3) (2) (3)EBITDA (£m) (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 22 14 23EBITDA per pub (£000) . . . . . . . . . . . . . . . . . . . . . . . . . . . — 46.97 29.96 48.85

PGRP, Centrum and Jubilee

2003(1) 2004(2) 2005(3)2005


Number of pubs(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 125 192 192Turnover (£m) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 7 9 18Turnover per pub (£000) . . . . . . . . . . . . . . . . . . . . . . . . . . 47.90 54.27 49.18 96.34Gross profit (£m). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 5 6 12Gross profit per pub (£000). . . . . . . . . . . . . . . . . . . . . . . . 35.07 37.38 32.86 63.89Overheads (£m) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (—) (1) (1) (1)EBITDA (£m) (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 4 5 11EBITDA per pub (£000) . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.51 29.42 27.33 55.11

The New Securitisation Group

2003(1) 2004(2) 2005(3)2005


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

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

No. of EBITDA 04/05 Run Rate(6)

pubs (£m) (£ ’000 per pub)

Decile 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 33.5 105.3Decile 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 25.1 79.1Decile 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 21.7 68.4Decile 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 19.3 60.6Decile 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 17.4 54.7Decile 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 15.8 49.8Decile 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 14.3 45.0Decile 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 12.7 39.9Decile 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 11.0 34.6Decile 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.6 7.2 22.5

3,176.0 177.9 56.0

Notes:

(1) For the 52 weeks ended 16 August 2003.

(2) For the 52 weeks ended 21 August 2004.

12

(3) For the 32 weeks ended 2 April 2005.

(4) Number of pubs at the relevant period end.

(5) Excludes exceptional items, non-recurring items, depreciation, amortisation and property trading profits and losses.

(6) The decile ‘‘Run Rate’’ EBITDA Information has been calculated excluding central costs and repairs.

The historical data contained in the above tables reflects the relevant information available tomanagement in respect of the Pubs that will form the New Securitisation Group. Where it has been madeavailable to management, information on such Pubs available prior to their ownership by the PunchGroup has been used and converted into a format consistent with that adopted by the Punch Group,although this financial information is not available for all such Pubs in the Estate. Specifically, noinformation for the InnSpired Sub-Group is available prior to the 52 weeks ended 21 August 2004 thatis in a format consistent with that presented in the tables above on the basis that management accountsfor that period were not available to Punch in respect of that particular sub-group at the time of itsacquisition by the Punch Group.

The Pubs comprising the Estate have been under Punch Group ownership as follows:

• Pubmaster Sub-Group – from 1 December 2003 onwards.

• InnSpired Sub-Group – from 10 September 2004 onwards.

• Jubilee and Centrum Sub-Groups – various dates dependent on the date of acquisition of theindividual pub or small portfolios of pubs that now form the Centrum and Jubilee portfolios.

• PGRP – throughout the whole period under review.

In addition, the Pubs in the Punch Group’s sub-groups have been integrated with the Punch Group’ssystems on and from the dates as described below:

• Pubmaster Sub-Group – from 30 May 2004 onwards.

• InnSpired Sub-Group – from 16 January 2005 onwards.

• Jubilee and Centrum Sub-Groups – on the date of acquisition of the individual Pub.

• PGRP – throughout the whole period under review.

From these dates, financial information in respect of such Pubs is consistent with that collected from therest of the Punch Group’s Pub portfolio.

13

THE PARTIES

Issuer Punch Taverns Finance B Limited (formerly known as PubmasterFinance Limited) (the Issuer) is a company incorporated withlimited liability in the Cayman Islands. The Issuer’s primarypurpose is to issue the Notes and to lend the proceeds thereof tothe Borrower. The issued share capital of the Issuer is £2, whichis 100 per cent. owned by the Parent Guarantor.

Borrower Punch Taverns (PML) Limited (formerly known as PubmasterLimited) (the Borrower and, in its capacity as servicer under theServicing and Cash Management Agreement, the Servicer) is aprivate limited company incorporated in England and Wales withregistered number 3321199. The issued share capital of theBorrower is £1, which is 100 per cent. owned by the ParentGuarantor. The Borrower is an operating company in the NewSecuritisation Group and the Borrower under the Issuer/BorrowerFacility Agreement.

Obligor The Borrower, Sister, Daughter, Son, Cousin, Holdings, Mercury,Centrum, IGL, ITL and InnSpired are together the Obligors.

Parent Guarantor Punch Taverns (PMH) Limited (formerly known as PubmasterHoldings Limited) (the Parent Guarantor) is a private limitedcompany incorporated in England and Wales with registerednumber 3720775. It is the holding company of the NewSecuritisation Group. The issued share capital of the ParentGuarantor is £84,000,100 which is 100 per cent. owned by PMG.The Parent Guarantor has irrevocably and unconditionallyguaranteed the payment of principal, interest and other amountson the Existing Notes and will irrevocably and unconditionallyguarantee the payment of principal, interest and other amounts onthe Second New Notes and certain other amounts due to theParent Guarantor Secured Creditors. The Parent Guarantor is aspecial purpose entity with no business operations or assets otherthan the issuance of the Parent Guarantee, the holding of theissued share capital of the Borrower, the Issuer, Sister, IGL andCentrum and its entry into certain of the Transaction Documents.

PMG Punch Taverns (PMG) Limited (formerly known as PubmasterGroup Limited) (PMG) is a private limited company incorporatedin England and Wales with registered number 3276276 and is theholding company of the Parent Guarantor. PMG is not a memberof the New Securitisation Group, although it is or will be a party tocertain of the Transaction Documents.

Other Parties to the Transaction Documents

Note Trustee Deutsche Bank International Trust Co. (Jersey Limited) is to retireon or before the Fourth Closing Date and Deutsche TrusteeCompany Limited will be appointed to act as trustee under theTrust Deed (the Note Trustee) to act as trustee for the holders ofthe Notes, (the Noteholders). The Note Trustee is appointedpursuant to the Trust Deed.

MBIA MBIA UK Insurance Limited (MBIA) is a limited liability companywhich was created and incorporated under the laws of Englandand Wales on 22 March 2002 with registered number 04401508.MBIA’s principal activity is the guarantee of financial obligations.MBIA will act as financial guarantor in respect of the Class A7Notes and the Class A8 Notes by virtue of the Second MBIAFinancial Guarantee.

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Issuer Security Trustee Deutsche Trustee Company Limited (formerly Bankers TrusteeCompany Limited) of Winchester House, 1 Great WinchesterStreet, London EC2N 2DB acts and will continue to act as securitytrustee under the Issuer Deed of Charge (in this capacity, theIssuer Security Trustee). The Issuer Security Trustee holds thebenefit of the security granted under or pursuant to the IssuerDeed of Charge on trust for, among others, the Noteholders, MBIAand the Swap Providers, as further described in this document.

Borrower Security Trustee Deutsche Trustee Company Limited (formerly Bankers TrusteeCompany Limited) of Winchester House, 1 Great WinchesterStreet, London EC2N 2DB acts and will continue to act as securitytrustee under the Punch Taverns B Deed of Charge (in thiscapacity, the Borrower Security Trustee). The Borrower SecurityTrustee holds the benefit of the security granted under or pursuantto the Punch Taverns B Deed of Charge on trust for, amongothers, the Issuer, as further described in this document.

PG Security Trustee Deutsche Trustee Company Limited (formerly Bankers TrusteeCompany Limited) of Winchester House, 1 Great WinchesterStreet, London EC2N 2DB acts and will act as security trusteeunder the Parent Guarantor Deed of Charge (in this capacity, thePG Security Trustee). The PG Security Trustee holds the benefitof security granted under or pursuant to the Parent GuarantorDeed of Charge on trust for, among others, the Noteholders, MBIAand the Swap Providers, as further described in this document.

Liquidity Facility Provider The Royal Bank of Scotland plc (the Liquidity Facility Provider)will act as lender under the Liquidity Facility Agreement. TheLiquidity Facility Provider is required to have a short-term rating ofat least ‘‘A-1’’ from S&P, ‘‘F1’’ from Fitch and ‘‘P-1’’ from Moody’s(the Minimum Short-Term Ratings).

Account Bank Barclays Bank plc, acting through its Birmingham branch atMidlands Corporate Banking, PO Box 3333, 15 Colmore Row,Birmingham B3 2WN is the Account Bank. The Account Bankprovides account maintenance and cash management servicespursuant to the Servicing and Cash Management Agreement andthe Bank Agreement. The Account Bank is required to have ashort-term rating of at least ‘‘A-1+’’ from S&P, ‘‘F1’’ from Fitch and‘‘P-1’’ from Moody’s.

Second New Notes Agent Bank Deutsche Bank AG London of Winchester House, 1 GreatWinchester Street, London EC2N 2DB will be the Second NewNotes Agent Bank and is also the Agent Bank for the Notes. TheSecond New Notes Agent Bank will provide note and interest ratecalculation services in respect of the Second New Notes pursuantto the Second New Notes Agency Agreement.

Principal Paying Agent Deutsche Bank AG London of Winchester House, 1 GreatWinchester Street, London EC2N 2DB is the Second New NotesPrincipal Paying Agent in respect of the Second New Notes andis also the Principal Paying Agent for the Notes. The SecondNew Notes Principal Paying Agent will make payments on behalfof the Issuer of principal and interest on the Second New Noteswhile in bearer form pursuant to the Second New Notes AgencyAgreement. The Principal Paying Agent is required to have ashort-term rating of at least ‘‘A-1+’’ from S&P, ‘‘F1’’ from Fitch and‘‘P-1’’ from Moody’s (or its equivalent).

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Irish Paying Agent Deutsche International Corporate Services (Ireland) Limited of 5Harbourmaster Place, IFSC, Dublin 1, Ireland is the Irish PayingAgent. The Irish Paying Agent will make payments in Ireland, onbehalf of the Issuer, of principal and interest in respect of theSecond New Notes pursuant to the Second New Notes AgencyAgreement.

Swap Providers Citibank, N.A. of Citibank Centre, Canada Square, Canary Wharf,London E14 5LB and any provider of an Existing Swap (togetherthe Swap Providers) have entered or may enter into the SwapTransactions with the Issuer and MBIA. The long term, unsecuredand unsubordinated obligations of the Swap Providers (or, as thecase may be, any guarantor of a Swap Provider) must be rated atleast ‘‘A’’ by Fitch and ‘‘A1’’ by Moody’s. The short term unsecuredand unsubordinated obligations of the Swap Providers (or, as thecase may be, any guarantor of a Swap Provider) must be rated atleast ‘‘A-1’’ by S&P, ‘‘F1’’ by Fitch and ‘‘P-1’’ by Moody’s.

Financial Adviser Ernst & Young LLP of No. 1 Colmore Square, Birmingham,B4 6HQ is the Financial Adviser. The Financial Adviser providesto the Borrower Security Trustee certain services relating to thefinancial position of the Securitisation Group pursuant to a financialadvisory services agreement entered into on the First ClosingDate, as it will be amended and restated on the Fourth ClosingDate (the Amended and Restated Financial Advisory ServicesAgreement).

Escrow Agent Deutsche Bank AG London of Winchester House, 1 GreatWinchester Street, London EC2N 2DB (the Escrow Agent) willact as escrow agent under the Deed of Escrow. The Escrow Agentis required to have a short-term rating of at least ‘‘A-1’’ from S&P,‘‘F1’’ from Fitch and ‘‘P-1’’ from Moody’s (or its equivalent).

Punch Taverns (PTL) Limited Punch Taverns (PTL) Limited (PTL) is a private limited companyincorporated in England and Wales with registered number3512363. PTL was incorporated on 17 February 1998. Its issuedshare capital is £1,402 divided into 1,402 shares of £1 each,which are held as to 100 per cent. by Punch Taverns HoldingsLimited. PTL is the operating company of the Punch TavernsSub-Group and provides management services to the NewSecuritisation Group under the Management Services Agreement.It will not be a member of the New Securitisation Group.

Punch Taverns (PRAF) Limited Punch Taverns (PRAF) Limited (PRAF) is a private limitedcompany incorporated in England number 3731233 and is amember of the Punch Taverns Sub-Group. On the Fourth ClosingDate, it will advance the New Subordinated Loan to the Borrowerunder the New Subordinated Loan Agreement.

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KEY CHARACTERISTICS OF THE SECOND NEW NOTESAND EXISTING FIXED RATE NOTES

Class A3Notes

Class A6Notes

Class A7Notes1

Class A8Notes1

Class B1Notes

Class B2Notes

Class C1Notes

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

£50,000minimum and£1,000thereafter

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

Principal AmountOutstanding onissue

£201,000,000 £220,000,000 £250,000,000 £250,000,000 £77,500,000 £125,000,000 £125,000,000

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

Interest Rate3 7.369% perannum

5.943% perannum

4.767% perannum

LIBOR +0.28% perannum up to(but excluding)the InterestPayment Datefalling in 30June 2015 andthereafter,LIBOR plus amargin of0.28% perannum and afurther marginof 0.42% perannum

8.44% perannum

6.962% perannum

LIBOR +1.10% perannum up to(but excluding)the InterestPayment Datefalling in 30June 2015 andthereafter,LIBOR plus amargin of1.10% perannum and afurther marginof 1.65% perannum

Frequency ofpayments ofinterest

Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly

Frequency ofamortisation ofprincipal

Quarterly fromthe InterestPayment Datefalling in June2011

Quarterly fromthe InterestPayment Datefalling inDecember2016



Quarterly fromthe InterestPayment Datefalling inSeptember2022

Quarterly fromthe InterestPayment Datefalling in March2025

Quarterly fromthe InterestPayment Datefalling inSeptember2033

Early redemptionpremium

Spens Spens Spens None Spens Spens None

Interest PaymentDates4

30 March, 30June, 30Septemberand 30December


30 March, 30June, 30Septemberand30 December





First InterestPayment Date4

30 September1999

30 March 2003 30 September2005

30 September2005

30 September1999

30 March 2003 30 September2005

Final MaturityDate5

June 2022 December2024

June 2033 June 2033 June 2025 June 2028 June 2035

Fitch/S&P/Moody’sratings6

A/A/A2 A/A/A2 AAA/AAA/Aaa AAA/AAA/Aaa BBB+/BBB+/Baa2

BBB+/BBB+/Baa2

BBB/BBB/Baa3

Form at issue2 Bearer Bearer Bearer Bearer Bearer Bearer Bearer

Listing7 LuxembourgStockExchange

LuxembourgStockExchange

Irish StockExchange

Irish StockExchange



Irish StockExchange

Clearing Euroclear andClearstream,Luxembourg

Euroclear andClearstream,Luxembourg






Common Code 9904174 015812133 022631993 022632019 9904182 015812184 022632027

ISIN XS0099041740 XS0158121334 XS0226319936 XS0226320199 XS0099041823 XS0158121847 XS0226320272

Notes to above table:

1 The Class A7 Notes and the Class A8 Notes have the benefit of a financial guarantee from MBIA as to Scheduled Interestand Scheduled Principal – see Summary of the Transaction and the Terms and Conditions of the Second New Notesand Related Matters – Description of the New Notes – Second MBIA Financial Guarantee.

2 In relation to the Second New Notes and denomination, see Terms and Conditions of the Notes – Condition 1 (Form,Denomination and Title).

3 In relation to the Second New Notes, see Terms and Conditions of the Notes – Condition 4(c) (Rate of Interest on theClass A8 Notes and the Class C1 Notes), Condition 4(d) (Applicable Margin, Step-Up Margin and Step-Up Amounts)and Condition 4(e) (Rate of Interest on the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1Notes and the Class B2 Notes).

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4 In relation to the Second New Notes, subject to adjustment for non-Business Days. See Terms and Conditions of theNotes – Condition 4(b) (Interest Payment Dates and Interest Periods).

5 In relation to the Second New Notes, see Terms and Conditions of the Notes – Condition 5(a) (Final Redemption).

6 No rating is given in respect of Step-Up Amounts or payments in respect of redemption premium. The ratings in respect ofthe Class A7 Notes, the Class A8 Notes, the Class B1 Notes, the Class B2 Notes and the Class C1 Notes are the ratingswhich are expected to be assigned to the Notes at the Fourth Closing Date.

7 It is expected that the listing of the Class A3 Notes, Class A6 Notes, Class B1 Notes and Class B2 Notes will be transferredto the Irish Stock Exchange in due course.

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SUMMARY OF THE TRANSACTION AND THE TERMS ANDCONDITIONS OF THE SECOND NEW NOTES AND RELATED MATTERS

EXISTING FLOATING RATE NOTESAND EXISTING FIXED RATE NOTES

Previous note issuanceby the Issuer

The Issuer issued the £80,000,000 Class A1 Secured Floating Rate Notes due2009 on 30 June 1999 (the First Closing Date) and the further £29,000,000Class A1 Secured Floating Rate Notes due 2009 on 17 February 2000 (theSecond Closing Date) (together, the Class A1 Notes), the £20,000,000Class A2 Secured Floating Rate Notes due 2011 on the First Closing Dateand the further £6,500,000 Class A2 Secured Floating Rate Notes due 2011on the Second Closing Date (together, the Class A2 Notes), the £150,000,0007.369 per cent. Class A3 Secured Notes due 2022 on the First Closing Dateand the further £51,000,000 7.369 per cent. Class A3 Secured Notes due2022 on the Second Closing Date (together, the Class A3 Notes), the£70,000,000 Class A4 Secured Floating Rate Notes due June 2009 on 25November 2002 (the Third Closing Date) (the Class A4 Notes), the£120,000,000 Class A5 Secured Floating Rate Notes due September 2016on the Third Closing Date (the Class A5 Notes), the £220,000,000 5.943 percent. Class A6 Secured Notes due December 2024 on the Third Closing Date(the Class A6 Notes), the £55,000,000 8.44 per cent. Class B SecuredNotes due 2025 on the First Closing Date and the further £22,500,000 8.44per cent. Class B Secured Notes due 2025 on the Second Closing Date(together, the Class B1 Notes) and the £125,000,000 6.962 per cent. ClassB2 Secured Notes due June 2028 on the Third Closing Date (the Class B2Notes).

Definitions relevant toprevious note issuanceby the Issuer

The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued onthe First Closing Date are the Original Class A Notes. The Class B1 Notesissued on the First Closing Date are the Original Class B1 Notes. The ClassA1 Notes, the Class A2 Notes and the Class A3 Notes issued on the SecondClosing Date are the First Further Class A Notes. The Class B1 Notesissued on the Second Closing Date are the First Further Class B1 Notes.The Class A4 Notes, the Class A5 Notes, the Class A6 Notes issued on theThird Closing Date are the First New Class A Notes. The Class B2 Notesissued on the Third Closing Date are the First New Class B2 Notes.

Redemption of ExistingFloating Rate Notes

As part of the Transaction, the outstanding Class A1 Notes, Class A2 Notes,Class A4 Notes and Class A5 Notes (the Existing Floating Rate Notes)issued by the Issuer, to the extent not purchased by the Borrower pursuantto the Tender Offer, will be redeemed on the first Interest Payment Date inrespect of such classes of Notes following the Fourth Closing Date (the FRNRedemption Date).

The Note Trustee has consented to release the security to which the holdersof the Existing Floating Rate Notes under the Transaction Documents andMBIA Assurance S.A. (as financial guarantor of the Class A4 Notes and theClass A5 Notes) have had recourse on condition that such holders and MBIAAssurance S.A. obtain a beneficial interest in an equivalent amount of cash(or other suitable liquid asset) sufficient to pay in full all amounts due inrespect of the Existing Floating Rate Notes which will be outstanding on theFRN Redemption Date, including interest accrued to the date of redemption.All such cash will be held in an account in the name of the Note Trustee withthe Escrow Agent pursuant to a deed of escrow between, inter alios, theEscrow Agent, the Issuer and the Note Trustee (the Deed of Escrow). Suchcash (or other suitable liquid asset) will be held on trust for the holders of theExisting Floating Rate Notes and MBIA Assurance S.A. on the terms of theTrust Deed. Accordingly, amounts standing to the credit of such account will

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be applied to redeem such Existing Floating Rate Notes on the FRNRedemption Date.

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

Changes to theTransaction Documents

Pursuant to the extraordinary resolutions passed on 25 July 2005 by theholders of the Class A3 Notes, the Class A6 Notes, the Class B1 Notes andthe Class B2 Notes (the Existing Fixed Rate Notes), certain modificationswere sanctioned in relation to the terms and conditions of the TransactionDocuments, such amendments to be effective upon completion of theTransaction on the Fourth Closing Date.

DESCRIPTION OF THESECOND NEW NOTES

Second New Notes The £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033(the Class A7 Notes), the £250,000,000 Class A8 Secured Floating RateNotes due June 2033 (the Class A8 Notes and, together with the Class A7Notes, the Second New Class A Notes) and the £125,000,000 Class C1Secured Floating Rate Notes due June 2035 (the Class C1 Notes or theClass C Notes and, together with the Second New Class A Notes, theSecond New Notes) of the Issuer are expected to be issued on the FourthClosing Date by the Issuer. The denomination, form and issue price of theSecond New Notes together with other principal characteristics of theSecond New Notes are specified in Key Characteristics of the SecondNew Notes and Existing Fixed Rate Notes above.

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

Class of Second New Notes S&P Moody’s Fitch

Class A7 Notes AAA Aaa AAAClass A8 Notes AAA Aaa AAAClass C1 Notes BBB Baa3 BBB

The ratings of the Class A7 Notes and the Class A8 Notes will be based onthe financial strength and claims paying ability of MBIA. Any reference in thisOffering Circular to the Underlying Rating of the Class A7 Notes and theClass A8 Notes is a reference to the credit rating which would be assigned tothose Notes in the absence of the Second MBIA Financial Guarantee andtherefore based on, amongst other things, the then characteristics of the NewSecuritisation Group.

A security rating is not a recommendation to buy, sell or hold securitiesand may be subject to revision, suspension or withdrawal at any timeby the assigning rating organisation, and each security rating shouldbe evaluated independently of any other rating. A security rating inrespect of the Notes (other than the Class A7 Notes and the Class A8

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Notes for so long as they have the benefit of the Second MBIA FinancialGuarantee) will, inter alia, depend on certain underlying characteristicsof the New Securitisation Group’s businesses from time to time. Thesecurity ratings assigned by the Rating Agencies do not address thelikelihood of the receipt of any Step-Up Amounts or any redemptionpremium by Noteholders.

It will also be a condition of the issue of the Second New Notes that Fitch,Moody’s and S&P have confirmed that the then ratings of the Existing FixedRate Notes will not be downgraded as a result of such issue of Second NewNotes, that the rating of the Class B1 Notes and Class B2 Notes will beconfirmed by Moody’s and that the rating of the Class B1 Notes and the ClassB2 Notes will be upgraded by Fitch and S&P as specified in Key Charac-teristics of the Second New Notes and Existing Fixed Rate Notes above.

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

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

Status and form The Class A7 Notes and the Class A8 Notes respectively carry substantiallythe same terms and conditions (other than the applicable interest rate andprincipal repayment and the Second MBIA Financial Guarantee) as, and willrank pari passu in point of security with, the Class A3 Notes and the Class A6Notes (other than in respect of any Class A8 Step-Up Amounts) (as definedbelow). The Class C1 Notes will rank as described below.

Each class of Notes is or will be constituted by the trust deed entered into on30 June 1999 between the Issuer, the Parent Guarantor and the Note Trustee(the Original Trust Deed), as supplemented by a first supplemental trustdeed between the same parties dated 17 February 2000 (the First Supple-mental Trust Deed), a second supplemental trust deed between the sameparties and MBIA Assurance S.A. dated 28 November 2002 (the SecondSupplemental Trust Deed), a third supplemental trust deed between thesame parties and MBIA Assurance S.A. dated 3 February 2003 makingcertain amendments to the Trust Deed (the Third Supplemental TrustDeed) and a fourth supplemental trust deed between the same parties andMBIA to be dated the Fourth Closing Date (the Fourth Supplemental TrustDeed and, together with the Original Trust Deed, the First SupplementalTrust Deed, the Second Supplemental Trust Deed and the Third Supplemen-tal Trust Deed, the Trust Deed).

The obligations of the Issuer in respect of the Class A3 Notes, the ClassA6 Notes, the Class A7 Notes and the Class A8 Notes (the Class A

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Notes) (other than in respect of any Class A8 Step-Up Amounts) willrank pari passu in point of security and as to payment of interest andprincipal, but in priority to the obligations of the Issuer in respect of theClass B1 Notes and the Class B2 Notes (the Class B Notes) and theClass C Notes in point of security and as to payment of interest andprincipal. The obligations of the Issuer in respect each of the Class BNotes will rank pari passu in point of security and as to payment ofinterest and principal but in priority to the obligations of the Issuer inrespect of the Class C Notes in point of security and as to payment ofinterest and principal. It should be noted that if certain amounts areoutstanding under the Liquidity Facility Agreement, the Issuer’s obli-gations in respect thereof will rank ahead of its obligations in respect ofeach of the Class A Notes, the Class B Notes and the Class C Notes. Itshould be further noted that the Issuer’s obligations to make paymentsto the Swap Providers (other than in respect of Swap SubordinatedAmounts) and to pay the Second Interest Reimbursement Amounts, theSecond MBIA Financial Guarantee Fee (each as defined below) andcertain other amounts (other than any Second Principal Reimburse-ment Amounts, Second MBIA Prepayment Fees and Premium Step-UpAmounts) to MBIA will each rank pari passu in point of security and asto payment with interest payments on the Class A Notes (other than inrespect of any Class A8 Step-Up Amounts). It should be further notedthat the Issuer’s obligations to pay the Second Principal Reimburse-ment Amounts and the Second MBIA Prepayment Fees to MBIA willrank pari passu in point of security and as to payment with principal onthe Class A Notes.

The payment of any Step-Up Amount (as defined in Terms and Conditionsof the Notes) is subordinated to payments of interest and repayments andprepayments of principal on each class of Notes and (in the case of the ClassA8 Step-Up Amounts) does not benefit from the Second MBIA FinancialGuarantee.

The Trust Deed contains provisions requiring the Note Trustee to have regardto the interests of the holders of the Class A Notes (the Class A Noteholders),the holders of the Class B Notes (the Class B Noteholders) and the holdersof the Class C Notes (the Class C Noteholders), but where there is, in theNote Trustee’s opinion, a conflict between the interests of the Class ANoteholders on the one hand and the interests of the Class B Noteholdersand/or the Class C Noteholders on the other hand, the Trust Deed requiresthe Note Trustee to have regard only to the interests of the Class ANoteholders and, for this purpose, the Note Trustee shall disregard theSecond MBIA Financial Guarantee, or if in the Note Trustee’s opinion, thereis a conflict between only the interests of the Class B Noteholders and theClass C Noteholders, the Trust Deed requires the Note Trustee to haveregard only to the interests of the Class B Noteholders.

The Trust Deed contains provisions limiting the powers of the Class BNoteholders and the Class C Noteholders, inter alia, to direct the NoteTrustee by Extraordinary Resolution, or to request the Note Trustee to takeany action which may affect the interests of the prior ranking Noteholdersand, for the purpose of considering the interests of the Class A Noteholders,the Note Trustee shall disregard the Second MBIA Financial Guarantee.

For these purposes any outstanding but unpaid Step-Up Amounts will bedisregarded under the Trust Deed until all other amounts payable on theNotes have been paid in full.

Provided no MBIA Event of Default has occurred and is continuing, MBIAmay direct or make requests to the Note Trustee and the Issuer SecurityTrustee in respect of the Class A7 Notes and the Class A8 Notes and vote at

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meetings of the Class A7 Noteholders and the Class A8 Noteholders as if itwere the holder of 100 per cent. of the aggregate Principal AmountOutstanding of the Class A7 Notes or the Class A8 Notes (as the case maybe). In these circumstances none of the Class A7 Noteholders or the ClassA8 Noteholders (as the case may be) will be entitled to vote at meetings ofthe Noteholders (or any class of Noteholders) or to exercise any rights todirect or make requests to the Note Trustee or the Issuer Security Trustee.However, where any such direction, request or voting would relate to any ofthe Noteholder Reserved Matters, MBIA may not so direct the Note Trusteeor so vote. In respect of the Noteholder Reserved Matters, the relevantNoteholders will be entitled to exercise such voting and other rights, subjectin the case of a Basic Terms Modification to the prior consent of MBIA(provided that no MBIA Termination Event has occurred and is continuing)(See Risk Factors – Conflicts of Interests).

The Second New Notes will be obligations of the Issuer, and will not beobligations or responsibilities of, or guaranteed by, any person otherthan the Parent Guarantor and MBIA (in respect of Scheduled Intereston and Scheduled Principal of the Class A7 Notes and the Class A8Notes as provided in the Second MBIA Financial Guarantee). In particu-lar, the Second New Notes will not be obligations or responsibilities of,or guaranteed by, the Note Trustee, the Borrower Security Trustee, theIssuer Security Trustee, the PG Security Trustee, MBIA (other than tothe extent described above), the Arranger, the Lead Managers, theSwap Providers, the Liquidity Facility Provider, the Account Bank, theAgent Banks, the Principal Paying Agent, the Irish Paying Agent, anyObligor, PMG or any other company in the New Securitisation Groupand/or the Punch Group (other than the Issuer and the ParentGuarantor).

Subject to the satisfaction of certain conditions precedent, the issueproceeds of the Second New Notes will, on the Fourth Closing Date, beapplied by the Issuer as described in Use of Proceeds below, and will besecured over the assets and undertaking of the Issuer.

Second MBIA FinancialGuarantee

On or before the Fourth Closing Date, MBIA will, subject to satisfaction of itsconditions precedent, issue the Second MBIA Financial Guarantee in favourof the Note Trustee (as trustee for the Class A7 Noteholders and the ClassA8 Noteholders). The Second MBIA Financial Guarantee is an unconditionaland irrevocable financial guarantee in respect of the following amountspayable under the Class A7 Notes and the Class A8 Notes (as applicable):

(a) any amount in respect of interest payable by the Issuer pursuant toCondition 4 in respect of the Class A7 Notes or the Class A8 Notes (asapplicable) on each Interest Payment Date (but excluding the Class A8Step-Up Amount and any additional amounts relating to prepayment,acceleration, early redemption, broken funding indemnities, penalties,default interest, premium or deferral or similar type payments) less anydeduction or withholding which the Issuer has made in accordance withCondition 7 (Scheduled Interest); and

(b) any amount in respect of principal payable by the Issuer pursuant toCondition 5(b)(i) in respect of the Class A7 Notes or the Class A8Notes (as applicable) on each Interest Payment Date (but excludingany additional amounts relating to prepayment, acceleration, earlyredemption, broken funding indemnities, mandatory costs, increasedcosts, penalties, premiums, default interest or spens or similar typepayments) (Scheduled Principal and, together with the ScheduledInterest, the Guaranteed Amounts).

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The Class A3 Notes, the Class A6 Notes, the Class B1 Notes, the ClassB2 Notes and the Class C1 Notes will not have the benefit of the SecondMBIA Financial Guarantee.

MBIA will not guarantee payment of any amounts other than theGuaranteed Amounts for any reason. In particular, the Second MBIAFinancial Guarantee does not cover any Step-Up Amount, any amountto be paid in redemption of the Class A7 Notes or the Class A8 Notes atthe option of the Issuer or for taxation or other reasons or in respect ofpurchase of the Notes by the Borrower in accordance with Condition 5,any amount payable upon acceleration in accordance with Condition 9or any deduction or withholding which the Issuer has made in accor-dance with Condition 7.

All consents to be provided by MBIA under the Transaction Documents areonly required if no MBIA Termination Event and no MBIA Event of Default hasoccurred and is continuing and subject to the provisions of the SecondGuarantee and Reimbursement Agreement.

Second MBIA FinancialGuarantee Fee Letter

The Issuer will pay a guarantee fee to MBIA in respect of the Second MBIAFinancial Guarantee on each Interest Payment Date (the Second MBIAFinancial Guarantee Fee) and certain premium step-up amounts followingthe Step-Up Date (as defined below) (the Premium Step-Up Amounts)pursuant to the terms of the Second MBIA Financial Guarantee Fee Letter.The Issuer will fund the payment of such Second MBIA Financial GuaranteeFee from the periodic fees payable by the Borrower to the Issuer under theIssuer/Borrower Facility Agreement. The obligation of the Issuer to pay theSecond MBIA Financial Guarantee Fee will be reduced, in respect of anyearly redemption or purchase of the Class A7 Notes or the Class A8 Notes bya pro rata amount equal to the principal amount of the Class A7 Notes or theClass A8 Notes (as applicable) so redeemed or purchased.

Upon the early redemption or purchase of the Class A7 Notes or the Class A8Notes by the Borrower or any of its affiliates, the Issuer may be required topay certain prepayment fees to MBIA (the Second MBIA Prepayment Fees)pursuant to the terms of the Second MBIA Financial Guarantee Fee Letter.

Second Guarantee andReimbursementAgreement

In relation to the provision of the Second MBIA Financial Guarantee, theIssuer, the Borrower, the Parent Guarantor, the Obligors, the Note Trustee,the Issuer Security Trustee and MBIA will enter into the Second Guaranteeand Reimbursement Agreement under which the Issuer will be obliged, interalia, to reimburse MBIA on each Interest Payment Date in respect of anypayment made by MBIA under the Second MBIA Financial Guarantee and topay the fees and expenses of MBIA (including the surveillance fees of MBIAof £35,000 per annum payable quarterly). Subject to the terms of the SecondMBIA Financial Guarantee and to the provisions of the Issuer Deed ofCharge, in order to enable MBIA to recover from the Issuer amounts whichhave been paid by MBIA in respect of any of the Class A7 Notes or the ClassA8 Notes under the Second MBIA Financial Guarantee, MBIA will besubrogated to any rights of the Class A7 Noteholders and the Class A8Noteholders against the Issuer in respect of the Class A7 Notes and theClass A8 Notes. Amounts payable in respect of reimbursement of ScheduledInterest paid by MBIA to the Class A7 Noteholders and the Class A8Noteholders (the Second Interest Reimbursement Amounts) and intereston Second Reimbursement Amounts (as defined below) will be payable bythe Issuer to MBIA under the Second Guarantee and ReimbursementAgreement, subject to the application of proceeds set out in the Issuer Deedof Charge. In addition, amounts payable in respect of reimbursement ofScheduled Principal paid by MBIA to the Class A7 Noteholders and the ClassA8 Noteholders (the Second Principal Reimbursement Amounts and,

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

Security for the SecondNew Notes

The Second New Notes and the other obligations of the Issuer to the IssuerSecured Creditors (including the Noteholders and MBIA) will be secured byfirst ranking security over, inter alia, all of the Issuer’s right, title and interestin its assets pursuant to the Issuer Deed of Charge between, among others,the Issuer, the Issuer Security Trustee, the Note Trustee (on behalf of itselfand the Noteholders), MBIA, the Liquidity Facility Provider, the SwapProviders, the Agent Banks, the Account Bank, the Servicer, the PrincipalPaying Agent and the Irish Paying Agent (together, other than the Issuer, butincluding the Noteholders, the Issuer Secured Creditors) subject to and inaccordance with the terms thereof. See further Summary of PrincipalDocuments – Issuer Deed of Charge below.

In addition, the Parent Guarantor Deed of Charge creates security interestsin favour of the PG Security Trustee over, inter alia, the Parent Guarantor’srights under the Transaction Documents to which it is a party and all otherassets of the Parent Guarantor (including the issued share capital of theIssuer, the Borrower, Sister and Centrum). The PG Security Trustee will holdthe benefit of the security created pursuant to the Parent Guarantor Deed ofCharge for the benefit of the Parent Guarantor Secured Creditors.

Interest The applicable provisions relating to calculation and payment of interest onthe Second New Notes are summarised in Key Characteristics of theSecond New Notes and the Existing Fixed Rate Notes above.

Interest on the Second New Notes will be payable by reference to successiveinterest periods (each an Interest Period) and will be payable in arrear inpounds sterling in respect of the Principal Amount Outstanding (as defined inCondition 5(e)) of each class of Second New Notes on 30 March, 30 June,30 September and 30 December (or, if such day is not a day (other than aSaturday or Sunday) on which banks are open for business in London, NewYork, Ireland and Luxembourg (a Business Day), the next succeedingBusiness Day unless such Business Day falls in the next succeedingcalendar month in which event the immediately preceding Business Day) ineach year (each such day being an Interest Payment Date).

The first Interest Period in respect of the Second New Notes will commenceon (and include) the Fourth Closing Date and end on (but exclude) theInterest Payment Date falling in September 2005. In the case of the Class A8Notes and the Class C1 Notes, each successive Interest Period willthereafter commence on (and include) an Interest Payment Date and end on(but exclude) the next succeeding Interest Payment Date. In the case of theClass A7 Notes, each successive Interest Period thereafter will commenceon (and include) 30 March, 30 June, 30 September and 30 December andend on (and include) 29 June, 29 September, 29 December and 29 Marchrespectively.

Interest on the Class A8 Notes and the Class C1 Notes for each InterestPeriod from (and including) the Fourth Closing Date until (but excluding) theInterest Payment Date falling in June 2015 will accrue at an annual rate equalto the sum of LIBOR for three month sterling deposits or, in the case of thefirst Interest Period applicable to the Class A8 Notes and the Class C1 Notes,the linear interpolation of 1 month and 2 month sterling deposits (determinedin accordance with Condition 4(c)(ii)) plus 0.28 per cent. for the Class A8Notes and 1.1 per cent. for the Class C1 Notes (the Applicable Margin) (asthe case may be).

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Interest on the Class A8 Notes and the Class C1 Notes for each InterestPeriod commencing on the Interest Payment Date falling in June 2015 up tothe date on which they are redeemed in full will accrue at an annual rateequal to the sum of LIBOR for three month sterling deposits plus theApplicable Margin for the Class A8 Notes and the Class C1 Notes (as thecase may be) plus 0.42 per cent. for the Class A8 Notes (the Class A8Step-Up Margin and that part of any interest on the Class A8 Notes referableto the Class A8 Step-Up Margin and any interest accrued thereon being theClass A8 Step-Up Amounts) and 1.65 per cent. for the Class C1 Notes (asthe case may be) (the Class C1 Step-Up Margin and that part of any intereston the Class C1 Notes referable to the Class C1 Step-Up Margin and anyinterest accrued thereon being the Class C1 Step-Up Amounts).

Interest on the Class A7 Notes will accrue at an annual rate as set out in KeyCharacteristics of the Second New Notes and Existing Fixed Rate Notesabove, payable on each Interest Payment Date.

Subordination andDeferral of Class C1Notes and Class A8Step-Up Amounts

The Class C1 Noteholders will be entitled to receive payments of interest(including Class C1 Step-Up Amounts) and principal on the Class C1 Noteson any Interest Payment Date only to the extent that the Issuer has fundsavailable for the purpose after making payment on such Interest PaymentDate of any liabilities ranking in priority to the Class C1 Notes (including, interalia, all amounts payable on the relevant Interest Payment Date in respect ofthe Liquidity Facility, the Swap Transactions, the Second MBIA FinancialGuarantee Fee (other than in respect of Premium Step-Up Amounts), theSecond MBIA Prepayment Fees, interest and principal in respect of the ClassA Notes (other than in respect of Class A8 Step-Up Amounts) and interestand principal in respect of the Class B Notes), all as provided in the Termsand Conditions of the Notes and in the Issuer Deed of Charge and asdescribed in Summary of Principal Documents — Issuer Deed of Charge— Issuer Priority of Payments below.

In addition, the Class A8 Noteholders will be entitled to receive payments ofClass A8 Step-Up Amounts only to the extent that the Issuer has fundsavailable for the purpose after making payment on an Interest Payment Dateof any liabilities ranking in priority thereto as described in Summary ofPrincipal Documents — Issuer Deed of Charge — Issuer Priority ofPayments below.

Any interest (including any Class C1 Step-Up Amounts) and/or principal onany Class C1 Note and/or any Class A8 Step-Up Amount not paid on anyInterest Payment Date will be deferred and will itself accrue interest at therate of interest for the Class C1 Notes or Class A8 Notes (as applicable) andwill be paid to the holder of such Class C1 Note or Class A8 Note (asapplicable) on subsequent Interest Payment Dates to the extent the Issuerhas funds available for such purpose, after paying in full on such InterestPayment Date all payments ranking in priority thereto as aforesaid.

Withholding tax Payments of interest, principal and premium (if any) on the Second NewNotes will be made subject to any applicable withholding or deductionfor or on account of any tax and none of the Issuer, the Registrar or anyPaying Agent will be obliged to pay any additional amounts as aconsequence under the terms and conditions of the Second New Notes.

Further, if any amount of tax is required to be withheld from any amountto be paid by the Parent Guarantor under the Parent Guarantee thenneither the Parent Guarantor nor any other party will be obliged to payany additional amounts as a consequence.

In addition, if any amount of tax is required to be withheld from anyamount to be paid by MBIA under the Second MBIA Financial Guarantee

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

Final redemption The final maturity dates of the Second New Notes are specified in KeyCharacteristics of the Second New Notes and the Existing Fixed RateNotes above.

Unless previously redeemed in full, each class of Second New Notes willmature at its then Principal Amount Outstanding, on its Final Maturity Datefalling in June 2033 (in the case of the Class A7 Notes), June 2033 (in thecase of the Class A8 Notes) and June 2035 (in the case of the Class C1Notes), in each case, together with accrued interest thereon.

Mandatory redemption Prior to enforcement of the security for the Notes, the Second New Notes willbe subject to mandatory pro rata redemption in part in quarterly instalmentson each Interest Payment Date commencing on the dates specified in KeyCharacteristics of the Second New Notes and the Existing Fixed RateNotes above as set out in Condition 5(b)(i) and, in the case of the Class C1Notes, subject always to Condition 17.

In addition, the Second New Notes may also be subject to mandatoryredemption if the Borrower is obliged to make repayments of the TermAdvances in certain circumstances. See Condition 5(b)(ii).

In addition, if monies are or have been received by the Issuer from anyObligor subsequent to the service of a Borrower Enforcement Notice, suchmonies will be applied by the Issuer on the next Interest Payment Date fallingat least 30 days after the receipt of such monies, in accordance with thepriority of payments set out in the Issuer Deed of Charge (see Summary ofPrincipal Documents — Issuer Deed of Charge — Issuer Priority ofPayments below).

Optional redemption The Second New Notes may be, in accordance with Condition 5(c), subjectto redemption, at the option of the Issuer, in whole or in part, but in anaggregate amount of not less than £1,000,000 on any Interest Payment Dateon giving not less than 10 days’ prior written notice to the Note Trustee andprovided that on the Interest Payment Date on which such notice expires, nonotice has been served by the Note Trustee pursuant to Condition 9, andfurther provided that the Issuer has, prior to giving such notice, satisfied theNote Trustee that it will have the necessary funds to discharge any amountsrequired under the Issuer Deed of Charge to be paid on that Interest PaymentDate in priority to and pari passu with the relevant class of Notes to beredeemed.

If the Issuer exercises its option pursuant to Condition 5(c), to redeem theNotes in part on any Interest Payment Date, the Issuer will redeem suchNotes in the following order:

(a) first, the Class A8 Notes;

(b) second, pro rata, the Class A3 Notes, the Class A6 Notes and the ClassA7 Notes;

(c) third, pro rata, the Class B1 Notes and the Class B2 Notes; and

(d) fourth, the Class C1 Notes,

save as provided in Condition 5(c)(v).

Any Notes redeemed in accordance with Condition 5(c) will be redeemed atthe redemption amount relevant to their class as set out in Condition5(c)(iii). Any amounts applied in redemption of Notes in such circumstances

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will be applied against the Amortisation Amounts (as defined in Condition5(b)) in the manner specified in Condition 5(c)(vii).

Notes of each class may be redeemed in a different order if they areredeemed in full through the issue of replacement notes as referred to inSummary of the Transaction and the Terms and Conditions of theSecond New Notes and Related Matters — Description of the SecondNew Notes — Further Notes, New Notes and Replacement Notes below.Any such issue of replacement notes will be subject to the conditionsprecedent outlined in Summary of the Transaction and the Terms andConditions of the Second New Notes and Related Matters — Descrip-tion of the Second New Notes — Further Notes, New Notes andReplacement Notes below.

In the case of the Class A7 Notes and the Class A8 Notes, MBIA PrepaymentFees may be payable by the Issuer to MBIA upon early redemption of theClass A7 Notes and the Class A8 Notes in accordance with the SecondFinancial Guarantee Fee Letter.

Redemption for taxationor other reasons

In the event of:

(a) certain tax changes affecting the Notes, causing the Issuer to beobliged to make any withholding or deduction for or on account of taxfrom payments in respect of the Notes (although the Issuer will not haveany obligation to pay additional amounts in respect of any suchwithholding or deduction);

(b) it becoming unlawful for the Issuer to make or to continue to makeadvances available pursuant to the Issuer/Borrower Facility Agreement;or

(c) certain tax changes affecting the amounts paid or to be paid to theIssuer under the Issuer/Borrower Facility Agreement, causing theBorrower to be obliged to make any withholding or deduction for or onaccount of tax from payments in respect of the facilities made availableto it thereunder by the Issuer,

the Issuer may at its option:

(i) arrange with the approval of the Note Trustee for the substitution ofanother company in an alternative jurisdiction (subject to certainconditions); or

(ii) issue Notes in registered form (subject to making such amendments tothe Transaction Documents as the Note Trustee may require); or

(iii) redeem all (but not some only) of the Notes at their Principal AmountOutstanding together with accrued interest thereon; or

(iv) take such other appropriate action as is reasonable, following consul-tation with the Note Trustee, in order to mitigate the effect of therelevant change.

No single class of Notes may be redeemed in these circumstances unless allof the other classes of Notes (or such of them as are then outstanding) arealso redeemed in full at the same time.

Substitution of theIssuer

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

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Issuer may be substituted in the circumstances contemplated by Condition5(d) of the Notes.

Further Notes, NewNotes andReplacement Notes

The Issuer will be entitled (but not obliged) at its option from time to time onany date, without the consent of the Noteholders, to raise further funds by thecreation and issue of further notes in respect of any class of Notes (theFurther Notes), which will be in bearer form and carry the same terms andconditions in all respects (save as regards the first Interest Period) as, and sothat the same will be consolidated and form a single series and rankpari passu with, that class of Notes. Any such Further Notes issued in respectof the Class A7 Notes or the Class A8 Notes shall be subject to a guaranteefrom MBIA on substantially the same terms as the Second MBIA FinancialGuarantee.

It will be a condition precedent to the issue of any Further Notes that:

(i) the aggregate principal amount of all Further Notes to be issued onsuch date is not less than £5,000,000;

(ii) such Further Notes are assigned the same ratings (and, in respect ofFurther Notes issued in respect of the Class A7 Notes and the Class A8Notes, the same Underlying Rating) as are then applicable to therelevant class of Notes then outstanding;

(iii) the Rating Agencies then rating the Notes confirm that the then currentratings of the Notes and, in respect of the Class A7 Notes and the ClassA8 Notes, their Underlying Rating, will not be downgraded as a result ofthe issue of such Further Notes; and

(iv) an amount equal to the gross proceeds of the issue of such FurtherNotes will be on-lent by the Issuer to the Borrower (or any additionalborrower) pursuant to the provisions of the Issuer/Borrower FacilityAgreement.

The Issuer will also have the right to issue one or more classes ofReplacement Notes to replace one or more classes of the Notes which maybe in bearer form and which may rank pari passu in point of security with theClass A Notes or after the Class A Notes or ahead of, pari passu with, or afterthe Class B Notes or ahead of, pari passu with, or after the Class C Notesprovided that the conditions precedent outlined in paragraphs (i), (iii) and (iv)above are and will be met at the time when the Replacement Notes areissued.

The Issuer will also have the right to issue a new class or classes of notes(the New Notes), which may be in bearer form and which may rankpari passu in point of security with the Class A Notes or after the Class ANotes or ahead of, pari passu with, or after, the Class B Notes or ahead of,pari passu with, or after, the Class C Notes, but which do not form a singleseries with the Class A Notes, the Class B Notes or the Class C Notesprovided that the conditions precedent outlined in paragraphs (i), (iii)and (iv) above are and will be met all the time when the New Notes areissued.

The Issuer will, in the Second Guarantee and Reimbursement Agreement,undertake certain additional restrictions in respect of its ability to issueFurther Notes, Replacement Notes and New Notes for so long as there areClass A7 and Class A8 Notes outstanding.

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

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Advance and any unpaid accrued interest thereon. The Issuer shall cancelsuch Notes upon surrender by the Borrower.

Any Class A7 Notes or Class A8 Notes so purchased will not, for so long asthey are held by the Borrower, have the benefit of the Second MBIA FinancialGuarantee and Second MBIA Prepayment Fees may be payable by theIssuer to MBIA upon purchase of the Class A7 Notes or the Class A8 Notesby the Borrower.

The Borrower will, in the Second Guarantee and Reimbursement Agreement,undertake certain additional restrictions in respect of its ability to purchaseClass B Notes and Class C Notes without the consent of MBIA. (SeeSummary of Principal Documents — Second Guarantee and Reimburse-ment Agreement below.)

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

Liquidity Facility On the Fourth Closing Date, the Issuer will enter into a liquidity facilityagreement with the Liquidity Facility Provider (the Liquidity Facility Agree-ment) pursuant to which the Liquidity Facility Provider will provide a 364-daycommitted sterling revolving liquidity facility to permit drawings to be made ofup to a maximum aggregate principal amount of £168 million (equal to18 months’ peak debt service during the life of the Notes) (as reduced orcancelled or renewed from time to time under the Liquidity Facility Agree-ment, the Liquidity Facility), in circumstances where the Issuer hasinsufficient funds available on any Interest Payment Date which falls withinsuch 364-day period to pay in full any of the items specified in paragraphs(a) to (i) (inclusive) of the Relevant Issuer Priority of Payments (suchinsufficiency being a Liquidity Shortfall) provided its drawdown conditionsare satisfied. However, the maximum aggregate amount of the LiquidityFacility available to be drawn (i) towards meeting any Liquidity Shortfall whicharises in respect of non-payment of interest and principal in respect of theClass B Notes and the Class C Notes together will be limited to £85 millionand (ii) towards meeting any Liquidity Shortfall which arises in respect ofnon-payment of interest and principal in respect of the Class C Notes alonewill be limited to £45 million. The Liquidity Facility Provider may, at itsdiscretion, if requested to do so by the Issuer, renew the commitment periodof the Liquidity Facility for a further 364-day period.

The existing liquidity facility agreement for the Existing Notes will terminateon the Fourth Closing Date.

Hedging Arrangements The hedging arrangements will include one or more of (i) interest ratehedging arrangements (the Existing Swaps) which were in force prior to theFourth Closing Date and were entered into to enable the Issuer to hedge itsinterest rate exposures with respect to its related indebtedness and/or(ii) additional hedging arrangements including any Existing Swaps trans-ferred to a new Swap Provider (the Second New Swaps, and, together withthe Existing Swaps, the Swap Transactions) which will be entered into on orbefore the Fourth Closing Date. The Swap Transactions will hedge theIssuer’s liabilities in respect of its floating rate obligations under the Class A8Notes and the Class C1 Notes and have been or will be entered into with oneor more Swap Providers. The terms of the Swap Transactions broadly willrequire: (a) the Swap Providers to pay to the Issuer an amount or amounts

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calculated with reference to LIBOR for three month sterling deposits; and (b)the Issuer to pay to the Swap Providers an amount or amounts calculatedwith reference to fixed rates of interest. See further Summary of PrincipalDocuments — The Swap Agreements below.

Back-to-back hedging arrangements will be entered into between the Issuerand the Borrower. See further Summary of Principal Documents —Issuer/Borrower Swap Agreement below.

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

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RISK FACTORS

An investment in the Second New Notes is subject to a number of risks. Prospective purchasers shouldconsider carefully all the information set forth below, in addition to the other information set forth in thisOffering Circular, and should reach their own views prior to making an investment in the Second NewNotes.

(1) RISKS RELATING TO THE ISSUER

Special Purpose Vehicle Issuer

The Issuer is a special purpose financing entity with no business operations other than the issuance ofthe Notes, the lending of the proceeds to the Borrower under the Issuer/Borrower Facility Agreement,and the entry into certain ancillary arrangements. After the Fourth Closing Date, the Issuer’s only materialassets will be the Liquidity Facility, the Swap Transactions, the Issuer/Borrower Swap Agreement, theBorrower’s obligation to repay the loan under the Issuer/Borrower Facility Agreement, the relatedguarantee and security from each of the Obligors. Therefore, the Issuer is subject to all risks to whichthe Borrower is subject, to the extent that such risks could limit the Borrower’s ability to satisfyin full and on a timely basis its obligations under the Issuer/Borrower Facility Agreement. SeeRisk Factors – Risks Relating to Business Operations below for a further description of certain ofthese risks.

If the Issuer is unable on any Interest Payment Date to pay in full the Notes and all other paymentobligations ranking in priority thereto (as specified in Summary of Principal Documents – Issuer Deedof Charge – Issuer Priority of Payments), the Issuer will be able (subject to satisfaction of theconditions for drawing) to draw funds available under the Liquidity Facility. Other than pursuant to theIssuer/Borrower Facility Agreement, the Liquidity Facility, the Issuer/Borrower Swap Agreement, theSwap Transactions and interest on the Issuer’s bank accounts, the Issuer will not have any other fundsavailable to it to meet its obligations under the Notes and/or any other payment obligations ranking inpriority to the Notes. However, this will not affect MBIA’s obligations under the Second MBIA FinancialGuarantee.

(2) RISKS RELATING TO THE NOTES

(a) Second MBIA Financial Guarantee in respect of Scheduled Interest on and ScheduledPrincipal of the Class A7 Notes and the Class A8 Notes

To the extent that the Issuer fails to make payments due under the Class A7 Notes or the Class A8 Notesand no amounts are available under the Liquidity Facility to make payments of Scheduled Interest on andScheduled Principal of the Class A7 Notes and the Class A8 Notes, the payment of the GuaranteedAmounts will be dependent on, inter alia, MBIA performing its obligations under the Second MBIAFinancial Guarantee. The Second MBIA Financial Guarantee will not guarantee any amount becomingpayable for any other reason, including the early redemption of the Class A7 Notes and the Class A8Notes at the option of the Issuer pursuant to Condition 5(c) or for taxation or other reasons pursuant toCondition 5(d) or an accelerated payment after the happening of an Issuer Event of Default pursuant toCondition 9 or any deduction or withholding which the Issuer has made in accordance with Condition 7.In these circumstances, MBIA’s obligations will be to continue to pay the Guaranteed Amounts as theyfall Due for Payment (as defined in the Second MBIA Financial Guarantee) on each Interest PaymentDate. MBIA will not be obliged under any circumstances to (but may at its option) accelerate paymentunder the Second MBIA Financial Guarantee. Payments by MBIA under the Second MBIA FinancialGuarantee will be made subject to any applicable withholding or deduction and neither MBIA, any FiscalAgent nor any other party will be obliged to pay any additional amounts as a consequence.

MBIA will not be obliged to make any payments in respect of Class A8 Step-Up Amounts or any additionalamounts relating to prepayment, acceleration, early redemption, broken funding indemnities, penalties,default interest, premium, deferral or similar type payments which may accrue on or in respect of theinterest payable in respect of the Class A7 Notes and the Class A8 Notes or any additional amountsrelating to prepayment, acceleration, early redemption, broken funding indemnities, mandatory costs,increased costs, penalties, premiums, default interest, ‘‘spens’’ or similar type payments which mayaccrue on or in respect of the principal payable in respect of the Class A7 Notes and the Class A8 Notes.

(b) Limited Assets of the Parent Guarantor

The Parent Guarantor irrevocably and unconditionally has guaranteed the payment of principal andinterest and other amounts on the Existing Fixed Rate Notes and will irrevocably and unconditionally

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guarantee the payment of, inter alia, principal and interest on the Second New Notes and certain otheramounts due to the Parent Guarantor Secured Creditors, in each case, save that if any withholding ordeduction for or on account of tax is applicable to payments under the Parent Guarantee, such paymentswill be made subject to such withholding or deduction, without the Parent Guarantor being obliged to payany additional amounts as a consequence. The Parent Guarantor is a special purpose entity with nobusiness operations or assets other than the issuance of the Parent Guarantee pursuant to the TrustDeed and the Issuer Deed of Charge, the holding of the issued share capital of the Borrower, the Issuer,Sister, Centrum and IGL, and the entry into certain ancillary arrangements.

(c) Priorities in respect of the Notes

Payments of interest on each class of Notes will rank pari passu between themselves and (except in thecase of the Step-Up Amounts) before repayments of principal thereon. Scheduled repayments ofprincipal on each class of Notes will rank pari passu between themselves. Scheduled repayments ofprincipal and scheduled payments of interest on the Class A Notes will be made, both prior to andfollowing the delivery by the Issuer Security Trustee of a Note Acceleration Notice to the Issuer in priorityto scheduled repayments of principal and scheduled payments of interest on the Class B Notes and theClass C Notes and payment of any Step-Up Amounts. Scheduled repayments of principal and scheduledpayments of interest on the Class B Notes will be made, both prior to and following the delivery by theIssuer Security Trustee of a Note Acceleration Notice to the Issuer in priority to scheduled repaymentsof principal and scheduled payments of interest on the Class C Notes and payment of any Step-UpAmounts. Scheduled repayments of principal and scheduled payments of interest on each class of Noteswill rank subordinate to, among other things, payments of fees, remuneration and expenses to certainthird parties and other amounts to be paid in priority thereto.

If New Notes were issued, and such New Notes were to rank pari passu with a class of Notes, thenscheduled repayments of principal and payments of interest on such class of Notes would be made, bothprior to and following the delivery of a Note Acceleration Notice by the Issuer Security Trustee to theIssuer, pari passu with any scheduled repayments of principal and payments of interest on such NewNotes (but after scheduled repayments of principal and payments of interest on any class of Notes seniorto such New Notes).

If New Notes were issued and such New Notes were to rank in priority to a class of Notes (other thanthe Class A Notes), then scheduled repayments of principal and payments of interest on such New Noteswould be made, both prior to and following the delivery of a Note Acceleration Notice by the IssuerSecurity Trustee to the Issuer, in priority to any scheduled repayments of principal and payments ofinterest on such class of Notes (and any Notes junior to such class of Notes). In addition, New Notes maybe issued which will have the benefit of a financial guarantee or monoline insurance policy. If this wereto be the case certain payments to the applicable financial guarantor or monoline insurer may rank, bothprior to and following the delivery of a Note Acceleration Notice by the Issuer Security Trustee to theIssuer, in priority to any payments of principal and interest on any Notes junior to such New Notes.

(d) Recourse to assets of the Issuer and the Parent Guarantor

If the Issuer Security is enforced and the proceeds of such enforcement are insufficient, after paymentof all other claims ranking in priority to or pari passu with amounts due under the Notes of each classunder the Issuer Deed of Charge, to pay in full all principal and interest and other amounts whatsoeverdue in respect of the Notes, then the assets of the Issuer and the Parent Guarantor may be insufficientto meet claims in respect of any such unpaid amounts. Enforcement of the Issuer Security is the mainremedy available for the purpose of recovering amounts owed in respect of the Notes, except, in the caseof the Class A7 Notes and the Class A8 Notes, the Guaranteed Amounts which are unconditionally andirrevocably guaranteed under the Second MBIA Financial Guarantee.

(e) Priority and Rights of Certain Other Transaction Parties

(i) Issuer Deed of Charge

All amounts of interest, principal, commitment fees and mandatory costs of the Liquidity Facility and feesand any payments of amounts to the Note Trustee under the Trust Deed and to the Issuer SecurityTrustee and amounts owed under the Issuer Security Trustee’s indemnity under the Issuer Deed ofCharge will be paid prior to the payment of interest and principal on the Notes (limited, in the case ofmandatory costs of the Liquidity Facility Provider only, up to a maximum aggregate rate of 0.20 per cent.per annum on the maximum aggregate amount available to be drawn under the Liquidity FacilityAgreement).

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The Issuer Deed of Charge will provide that the Issuer Security Trustee shall enforce the security inrespect of the Issuer, by appointing an administrative receiver, if it has actual notice of either: (i) anapplication for the appointment of an administrator; or (ii) the giving of a notice of intention to appoint anadministrator, in respect of the Issuer, such appointment to take effect upon the final day by which theappointment must be made in order to prevent an administration proceeding or (where the Issuer or thedirectors of the Issuer have initiated the administration) not later than that final day.

In addition, the Issuer Security Trustee may (subject to the matters described in paragraphs below),following the service of an Issuer Enforcement Notice, enforce the security in respect of the Issuer by theappointment of an administrative receiver (if the Issuer Security Trustee has not already done sopursuant to the foregoing).

The Issuer Security Trustee shall not be liable for any failure to appoint an administrative receiver, savein the case of its own gross negligence, wilful default or fraud.

The Issuer Security Trustee will not be obliged to appoint an administrative receiver unless it isindemnified and/or secured to its satisfaction. However, the Issuer Deed of Charge will provide that if theIssuer Security Trustee is required to enforce the security by appointing an administrative receiverfollowing receipt of actual notice of an application for the appointment of an administrator or actual noticeof the giving of a notice of intention to appoint an administrator, the Issuer Security Trustee will agree thatit is adequately indemnified and secured in respect of such appointment by virtue of its rights against theIssuer under the Issuer Deed of Charge and the security which it has in respect of such rights. The Issuerwill covenant in the Issuer Deed of Charge that, if the Issuer Security Trustee appoints an administrativereceiver by reason of having actual notice of an application for the appointment of an administrator oractual notice of the giving of a notice of intention to appoint an administrator, it waives any claim againstthe Issuer Security Trustee in respect of such appointment.

(ii) Punch Taverns B Deed of Charge

Although the Borrower Security Trustee will hold the benefit of the security interests created under andpursuant to the Punch Taverns B Deed of Charge on trust for the Issuer as a Punch Taverns B SecuredParty (which may ultimately benefit the Noteholders), such security interests will also be held on trust forthe other Punch Taverns B Secured Parties, the claims of some of which will rank ahead of those of theIssuer. See further the section entitled Summary of Principal Documents – Punch Taverns B Deedof Charge below.

(iii) Conflicts of Interest

The Trust Deed contains provisions requiring the Note Trustee to have regard to the interests of theClass A Noteholders, Class B Noteholders and the Class C Noteholders with respect to all powers, trusts,authorities, duties and discretions of the Note Trustee as if they formed a single class (except whereexpressly provided otherwise), but requiring the Note Trustee, in any such case, (i) to have regard only(for as long as there are any Class A Notes outstanding) to the interests of the Class A Noteholders if,in the Note Trustee’s opinion, there is a conflict between the interests of the Class A Noteholders and theinterests of the Class B Noteholders and/or the interests of the Class C Noteholders and (ii) to haveregard only (for as long as there are any Class B Notes outstanding but no Class A Notes outstanding)to the interests of the Class B Noteholders if, in the Note Trustee’s opinion, there is a conflict betweenthe interests of the Class B Noteholders and the interests of the Class C Noteholders.

The Issuer Deed of Charge contains provisions requiring the Issuer Security Trustee to have regard tothe interests of the Issuer Secured Creditors with respect to all powers, trusts, authorities, duties anddiscretions of the Issuer Security Trustee (except where expressly provided otherwise), but requiring theIssuer Security Trustee:

(A) in the event of a conflict between the interests of the Class A Noteholders and any other IssuerSecured Creditors, to have regard only (except where specifically provided otherwise) to theinterests of the Class A Noteholders;

(B) subject to (A) above, in the event of any conflict between the interests of the Class B Noteholdersand any other Issuer Secured Creditors, to have regard only to the interests of the Class BNoteholders;

(C) subject to (A) and (B) above, in the event of any conflict between the interests of the Class CNoteholders and any other Issuer Secured Creditors, to have regard only to the interests of theClass C Noteholders; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In exercising its powers, trusts, authorities, duties and discretions as described above, the IssuerSecurity Trustee or, as the case may be, the Note Trustee shall disregard any amount owing or payablein relation to Step-Up Amounts for the purposes of determining whether any particular class of Notes isoutstanding and the existence of the Second MBIA Financial Guarantee.

(iv) Appointment of an administrative receiver

The Punch Taverns B Deed of Charge will provide that the Borrower Security Trustee shall enforce thesecurity in respect of any Obligor, by appointing an administrative receiver, if it has actual notice of either:(i) an application for the appointment of an administrator; or (ii) the giving of a notice of intention toappoint an administrator, in respect of such Obligor, such appointment to take effect upon the final dayby which the appointment must be made in order to prevent an administration proceeding or (where anObligor or the directors of an Obligor have initiated the administration) not later than that final day.

In addition, the Borrower Security Trustee will (subject to the matters described in Risk Factors – RisksRelating to the Notes – Priority and Rights of Certain Other Transaction Parties – Indemnity of theBorrower Security Trustee below), following the service of a Borrower Enforcement Notice, enforce thesecurity in respect of any Obligor by the appointment of an administrative receiver (if the BorrowerSecurity Trustee has not already done so pursuant to the foregoing).

The Borrower Security Trustee shall not be liable for any failure to appoint an administrative receiver,save in the case of its own gross negligence, wilful default or fraud.

(v) Indemnity of the Borrower Security Trustee

The Borrower Security Trustee will not be obliged to appoint an administrative receiver unless it isindemnified and/or secured to its satisfaction. However, the Punch Taverns B Deed of Charge willprovide that if the Borrower Security Trustee is required to enforce the security by appointing anadministrative receiver following receipt of actual notice of an application for the appointment of anadministrator or actual notice of the giving of a notice of intention to appoint an administrator, theBorrower Security Trustee will agree that it is adequately indemnified and secured in respect of suchappointment by virtue of its rights against the Obligors under the Punch Taverns B Deed of Charge andthe security which it has in respect of such rights. The Obligors will covenant in the Punch Taverns BDeed of Charge that, if the Borrower Security Trustee appoints an administrative receiver by reason ofhaving actual notice of an application for the appointment of an administrator or actual notice of the givingof a notice of intention to appoint an administrator, they waive any claim against the Borrower SecurityTrustee in respect of such appointment.

(vi) Rights of MBIA

Provided no MBIA Event of Default has occurred and is continuing, and subject to the NoteholderReserved Matters, MBIA may vote at meetings of the Class A Noteholders and direct or request the NoteTrustee and/or the Issuer Security Trustee in accordance with the Terms and Conditions of the Notes asif it were the holder of 100 per cent. of the aggregate Principal Amount Outstanding of the Class A7 Notesand the Class A8 Notes. This will mean that MBIA may vote at meetings of the Class A Noteholdersconvened by the Issuer or the Note Trustee or itself request the Note Trustee to convene a meeting ormeetings of the Class A Noteholders and vote at such meetings, in each case to the exclusion of a voteof the Class A7 Noteholders and the Class A8 Noteholders.

Provided no MBIA Event of Default has occurred and is continuing, and subject to the NoteholderReserved Matters, MBIA may pass an Extraordinary Resolution required to be passed at a separatemeeting of the holders of the Class A7 Notes or the Class A8 Notes by signing a resolution in writing.However, if there were a single meeting of all the holders of the Class A Notes (i.e. both the ExistingClass A Notes and the Second New Class A Notes) on the basis that there was at such time no conflictof interest between the holders of the Class A Notes, MBIA would be entitled to attend and vote at thatsingle meeting only in respect of 100 per cent. of the then aggregate Principal Amount Outstanding ofthe Class A7 Notes and the Class A8 Notes (as the case may be).

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Noteholder Reserved Matters means each of the following matters:

(a) any Basic Terms Modification in relation to the Class A7 Notes and/or the Class A8 Notes(although such Basic Terms Modification will, in accordance with Condition 11(f), be subject tothe prior written consent of MBIA (provided no MBIA Termination Event has occurred and iscontinuing));

(b) any modification of the obligations or liabilities of MBIA set forth in, or waiver or authorisation ofany breach or proposed breach by MBIA of, any provision of the Trust Deed applicable to MBIA,the Second MBIA Financial Guarantee, the Second Guarantee and Reimbursement Agreementor any other Transaction Document to which MBIA is or will be a party and which is applicableto MBIA;

(c) the release or termination of the Second MBIA Financial Guarantee (other than pursuant to theTrust Deed or the Second MBIA Financial Guarantee) or the substitution of another entity inplace of MBIA as financial guarantor thereunder (other than in accordance with the Trust Deedand the Second MBIA Financial Guarantee);

(d) any modification of, or waiver or authorisation of any breach or proposed breach by MBIA of, anyprovision in any Transaction Document the effect of which would result in the obligations orliabilities of MBIA under the Second MBIA Financial Guarantee being in any way modified,waived, authorised, reduced, altered or varied;

(e) any determination contemplated or required under the Trust Deed as to the occurrence orotherwise of an MBIA Event of Default and/or MBIA Termination Event; and

(f) any claim against MBIA under, or enforcement against MBIA of any provision of, the SecondMBIA Financial Guarantee or under any other Transaction Document.

(f) Changes to covenants in the Issuer/Borrower Facility Agreement and other TransactionDocuments

The covenants contained in the Issuer/Borrower Facility Agreement restrict the ability of each memberof the New Securitisation Group to change the way in which it operates its business. However, the pubindustry in Great Britain has undergone many changes in recent years and may undergo further changesin the future that could make the continued operation of the New Securitisation Group under thesecovenants more difficult or impractical.

Changes to the covenants, including without limitation the financial covenants, may be required over timedue to changes in the businesses of the New Securitisation Group, including as a result of any additionaloffering or note issues of the Issuer or any other company in the Punch Group and changes in law,regulations and/or accounting policies.

The Borrower Security Trustee, the Issuer Security Trustee and/or the Note Trustee may, at the requestof the Borrower and/or the Issuer, agree to the modification, disapplication or waiver of a covenant in anyTransaction Document if (in certain circumstances) the consent of MBIA is obtained (if applicable), andeach of those parties is of the opinion that the interests of the Issuer Secured Creditors, including theNoteholders, will not be materially prejudiced as a result of the modification, disapplication, amendmentor waiver.

Where the Rating Agencies have confirmed in writing to the Issuer that an action under or in relation tothe Transaction Documents or the Notes will not result in the withdrawal, reduction or any other adverseaction with respect to the then current rating of the Notes and (for so long as there are any Class A7Notes or Class A8 Notes outstanding) the Underlying Rating (a Rating Confirmation), the IssuerSecurity Trustee and the Note Trustee, in considering whether such action is materially prejudicial to theinterests of the Issuer Secured Creditors or, as the case may be, the Noteholders (the No MaterialPrejudice Test) shall be entitled to take into account such Rating Confirmation provided that the IssuerSecurity Trustee and the Note Trustee shall continue to be responsible for taking into account, for thepurpose of the No Material Prejudice Test, all other matters which would be relevant to such No MaterialPrejudice Test.

(g) Rating

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

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Such ratings reflect timely payment of interest on and repayment of principal of the Second New Notes.In respect of the Class A8 Notes and the Class C1 Notes however, no such ratings are being assignedto timely payment of Class A8 Step-Up Amounts or Class C1 Step-Up Amounts. A security rating is nota recommendation to buy, sell or hold securities and may be subject to revision, suspension orwithdrawal at any time by the assigning Rating Agencies or the relevant rating organisation, and eachsecurity rating should be evaluated independently of any other rating. A security rating, amongst otherthings, will depend on certain underlying characteristics of the business of the New Securitisation Groupfrom time to time and/or the public house market generally from time to time and (in the case of the ClassA7 Notes and the Class A8 Notes) events affecting MBIA (see Risk Factors – Risks Relating toBusiness Operations below).

In addition, where a particular matter (including the determination of material prejudice by the BorrowerSecurity Trustee, the Issuer Security Trustee and/or Note Trustee and changes to certain of theoperational covenants) involves the Rating Agencies being requested to provide a Rating Confirmation,such Rating Confirmation may or may not be given at the sole discretion of the Rating Agencies. It shouldbe noted that, depending on the timing of delivery of the request and any information needed as part ofany such request, it may be the case that the Rating Agencies cannot provide their confirmation in thetime available or at all, and they will not be responsible for the consequences thereof.

A Rating Confirmation, if given, will be given on the basis of the facts and circumstances prevailing at therelevant time and in the context of cumulative changes to the transaction since the Fourth Closing Date.A Rating Confirmation represents only a restatement of the opinions given at the Fourth Closing Dateand cannot be construed as advice for the benefit of any parties to the transaction. No assurance canbe given that a requirement to seek a Rating Confirmation will not have a subsequent impact upon thebusiness of the New Securitisation Group or MBIA. In addition, it should be noted that any RatingConfirmation: (i) only addresses the effect of any relevant event, matter or circumstance on the currentratings assigned by the relevant Rating Agency to the Notes; (ii) does not address whether any relevantevent, matter or circumstance is permitted by the Transaction Documents; and (iii) does not addresswhether any relevant event, matter or circumstance is in the best interests of, or prejudicial to, some orall of the Noteholders or other secured creditors.

(h) The Borrower’s ability to meet its obligations in respect of the Issuer/Borrower FacilityAgreement

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

(i) Swap Agreements

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

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Provider will have the right to request the Issuer Security Trustee to exercise any of the powers, rightsand remedies that the Issuer Security Trustee may have under the Issuer Deed of Charge, subject to theprovisions thereof.

If a Swap Provider fails to provide the Issuer with the amount due under a Swap Agreement on any date,or if a Swap Transaction is otherwise terminated, the Issuer may have insufficient funds to makepayments due on the Notes.

The notional amounts of the Swap Transactions will be calculated on the assumption that the PrincipalAmount Outstanding of the Class A8 Notes or the Class C1 Notes, as applicable, will reduce inaccordance with the provisions for scheduled mandatory redemption set out in Condition 5(b). If thereis a prepayment or other early repayment (in whole or in part) of any of the Class A8 Notes or the ClassC1 Notes, as applicable, or if an event of default or termination event occurs under the terms of a SwapAgreement, then a termination payment may become due and payable by the Issuer under such SwapAgreement. Any termination payment due from the Issuer to a Swap Provider on termination in whole orin part of a Swap Transaction and any related costs (other than Swap Subordinated Amounts) will rankin priority or pari passu to payments due to the Noteholders.

At the same time as the Issuer will enter into the Second New Swaps, the Issuer also will enter into aback-to-back hedging arrangement with the Borrower pursuant to the Issuer/Borrower Swap Agreement.

On the Fourth Closing Date, the mark-to-market value of the Swap Transactions will be approximately£14.7 million against the Issuer and the new fixed rate on the Second New Swaps may be adjusted toreflect this loss. The Issuer has not recorded that mark-to-market loss on its income statement, or therelated liability on its balance sheet.

(j) Lack of Public Market

Application has been made to list the Second New Notes on the Irish Stock Exchange. However, anactive trading market for the Second New Notes may not develop or, if developed, may not bemaintained.

(k) Determination of the FRN Rate of Interest

The FRN Rate of Interest will be the aggregate of a specified margin and the rate for three month sterlingdeposits in the London inter-bank market determined in accordance with Condition 4(c) (for thepurposes of this paragraph, the Underlying Rate). Condition 4(c)(ii)(A) contains provisions for thecalculation of the underlying rate based on rates given by various market information sources, andCondition 4(c)(ii)(B) and Condition 4(c)(iii) contain alternative methods of calculating the underlyingrate should those market information sources be unavailable. The market information sources mightbecome unavailable for various reasons, including suspensions or limitations on trading, events whichaffect or impair the ability of market participants in general, or early closure of market institutions. Thesecould be caused by physical threats to the publishers of the market information sources, marketinstitutions or market participants in general, or unusual trading, or matters such as currency changes (asis specifically contemplated by Condition 4(c)(iii)).

(3) RISKS RELATING TO BUSINESS OPERATIONS

(a) Concentration in Great Britain

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

(b) General risks

The liquidation value of the New Securitisation Group may be adversely affected by risks generallyincidental to the interests in real property, including changes in political and economic conditions or in the

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

(c) Declining Sales of Beer in the United Kingdom

A significant portion of the New Securitisation Group’s turnover is currently derived from the sale of beerto its customers. In recent years, sales of all beer (by volume) in Great Britain have decreased, principallyas a result of pub customers showing increased demand for non-beer products, such as wine and otheralcoholic beverages, increased expenditure on food and a decline in the number/proportion of male pubvisitors.

Growing health and drink-driving concerns, as well as the ability to purchase canned or bottled beer atlower prices in many off-licences and supermarkets, have also contributed to the downward trend in beersales at pubs. Accordingly, the New Securitisation Group’s pubs will continue to offer a broad selectionof non-beer alcoholic drinks, as well as a wide range of food, to continue to attract customers.

If the New Securitisation Group is not able to develop its income streams from other products, acontinued decline in the British beer market could have an adverse effect on the New SecuritisationGroup’s turnover and overall financial performance. In addition, retailers could be affected to an evengreater extent by a decline in the UK beer market or in the ability of pubs to attract customers and anysuch decline could result in an increase in retailer defaults and business failures which could adverselyaffect the New Securitisation Group’s financial performance.

(d) Competition with other Pubs, Off-licences and Restaurants etc.

The New Securitisation Group’s pubs compete for consumers with a wide variety of pubs and restaurantsas well as off-licences, supermarkets and takeaways, some of which may offer higher amenity levels orlower prices and be backed by greater financial and operational resources. The New SecuritisationGroup’s pubs may not be successful in competing against any or all of these alternatives and a sustainedloss of customers to other pubs or leisure activities or increased consumption at home could have amaterial adverse effect on its business operations and prospects.

(e) Varying Consumer Perceptions and Public Attitudes

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

(f) Guaranteeing Income and Optimising Profit

The New Securitisation Group leases its pubs to retailers, each of whom is generally free to operate andmanage the pub as it sees fit, subject to the terms of its lease or tenancy agreement. Since a substantialproportion of the New Securitisation Group’s turnover is currently derived from wet product sales to itsretailers, declining sales due to local factors over which the New Securitisation Group may have no directcontrol, such as poor pub management, marketing, or changing local demographic trends, may alsoresult in a decline in the New Securitisation Group’s sales to that pub. In the absence of non-compliancewith lease obligations, the New Securitisation Group cannot arbitrarily remove an under-performingretailer by terminating the lease or tenancy agreement early or by refusing to renew the relevantagreement automatically at the end of its term.

The New Securitisation Group also receives fixed rental payments from each of its retailers, at a ratenegotiated when the lease is signed. Rental rates for a given pub are assessed by the New SecuritisationGroup on the basis of its likely level of retail trading. If the New Securitisation Group initiallyunderestimates the likely level of retail trading for a pub, it may be led to agree to a lower fixed rent andconsequently receive a smaller overall share of the pub’s profits until the next rent review.

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Persistent under-performance by retailers or inaccurate assessments when negotiating rents would, inthe aggregate, result in a decrease in the New Securitisation Group’s turnover and overall financialcondition.

(g) Tenancy Agreements

There is a general risk that rental and other payments owing to landlords in the New Securitisation Group(including for example for the supply of beer and other products to the tenants and for receipts fromAWP machines) will not be paid on the due date or will not be paid at all. A sufficient aggregation of suchlate or non-payments would affect the profitability of the New Securitisation Group. Continued failure bya particular tenant to pay the rental and other payments due to the landlord would usually result in thedeparture of the tenant and the leasing of the relevant pub to a new tenant. There may be a periodfollowing the departure of the former tenant, and before a replacement tenant can be found, where cashflow to the New Securitisation Group is reduced or the relevant pub may become vacant. Further, the rentand other payments payable by the replacement tenant may not be as high as those payable by theformer tenant.

A substantial portion of the New Securitisation Group’s pubs are leased pursuant to shorter term tenancyagreements with terms of six years or less. Although Management believes that shorter term tenancyagreements allow commercial flexibility, the New Securitisation Group would, if a significant number ofits existing tenancy agreements were terminated by tenants at the end of the relevant term, be requiredto find new tenants. This could impact on the profitability of the New Securitisation Group in the periodprior to the installation of these new tenants.

(h) Competition for High Quality Retailers

All of the New Securitisation Group’s pubs are operated by retailers who are lessees or tenants.Individuals seeking to enter the pub operating business have several alternatives to being a lessee ortenant, any of which may prove to be more attractive depending on personal circumstances. Theseinclude becoming an employee of a managed pub company, acquiring a pub freehold or leaseholdoutright or joining one of numerous other leased or tenanted pub companies as a lessee or tenant.Licensed restaurants, cafes and bars can also offer attractive business opportunities for the type ofretailers that the New Securitisation Group would like to attract. The New Securitisation Group may notbe successful in convincing prospective retailers of the benefits of leasing its pubs and the NewSecuritisation Group may lose high quality retailers as a result.

(i) Dependence on Volume Discounts; Liquidated Damages in Beer Supply Contracts

The profitability of the New Securitisation Group is affected by its ability to exceed, across the Estate asa whole, volume targets in its beer supply contracts that enable it to earn significant volume discountsand/or avoid the payment of liquidated damages. Management has sought to enhance the ability of theNew Securitisation Group to achieve these objectives by negotiating more favourable volume targets inits beer supply contracts, and increasing the overall size of the Estate (and therefore the volume of beerpurchased by the New Securitisation Group) through acquisitions. However, volumes purchased throughthe Estate could be negatively affected by the factors described in the preceding four risk factors, whichin turn could significantly decrease the New Securitisation Group’s operating margins.

(j) Change in Supplier Dynamics

In recent years, there has been a consolidation in the brewing and distribution industry in the UK. Thisconsolidation could have the effect of exposing the New Securitisation Group to reliance on a limitednumber of suppliers, and those suppliers may be able to exert pressures on the New SecuritisationGroup that could have the effect of raising the prices paid by it for goods bought or delivered, reducingmargins and adversely affecting results of operations.

The Punch Group has entered into agreements with all of its key suppliers (see Business of PunchGroup and Information Regarding the Portfolio below). Termination of these agreements, variation oftheir terms or the failure of a party to comply with its obligations under these agreements could have anegative effect on the operations and financial performance of the New Securitisation Group.

(k) Fluctuations in the Property Market

The property market may develop so that rents may increase such that they affect the economic viabilityof one or more of the tenanted pubs. Equally, a downturn in the UK property market may lead to areduction in the New Securitisation Group’s freehold property values over time.

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(l) Seasonality and Weather

Attendance at the New Securitisation Group’s pubs is generally higher during holiday periods, such asChristmas and New Year, and over bank holidays. Frequenting of pubs is slightly lower during the wintermonths than in the summer. Attendance levels at the New Securitisation Group’s pubs may also beadversely affected by persistent rain or other inclement weather, especially during the summer monthsor over the Christmas period (which are peak trading times). This could have a negative effect on theresults of the New Securitisation Group’s operations.

(m) Acquisitions of Pubs

A number of the pubs forming part of the Estate have been acquired by the Punch Group in a series oftransactions involving the acquisition from third parties of large numbers of pubs and/or companiesowning pubs. Over time further such pubs may be acquired by the New Securitisation Group. There arecertain legal, commercial and tax risks inherent in any such acquisition although such risks generallyreduce with time.

Although sellers in such transactions have provided or will be asked to provide certain warranties to thePunch Group in connection therewith, such warranties are or will be limited in terms of the amountclaimable and the period in which claims can be made (and in many cases such periods may haveexpired). The New Securitisation Group may, therefore, suffer loss in respect of which no remedy maybe available (whether against the relevant seller or any other person). In addition, in order to streamlinethe ownership and operation of the pubs, various transfers of pubs have had to be effected which ofthemselves potentially give rise to certain tax issues for the New Securitisation Group.

(n) Provision of Services by PTL/Supplyco

The New Securitisation Group (including, for the avoidance of doubt, the Borrower) is dependent on PTLto manage and administer its business under the Management Services Agreement (see Summary ofPrincipal Documents – Management Services Agreement below). Any failure by PTL to provide theServices could adversely affect the business of the New Securitisation Group which, in turn, couldadversely affect the ability of the Borrower to meet its obligations under the Issuer/Borrower FacilityAgreement and the other Transaction Documents. PTL is not a member of the New Securitisation Groupand there can be no assurance that it will continue to be a member of the Punch Group.

The Punch Group is streamlining its wet product supply arrangements with a view to rationalising supplyacross the Punch Group as a whole so that Punch Taverns (PPCS) Limited (Supplyco) becomes thesole entity contracting with suppliers (see Summary of Principal Documents – Supply Agreementsand The Punch Group and Information Regarding the Portfolio – Products and Services – BeerSupply and other Wet Products below). Such streamlining will result in the New Securitisation Group(including, for the avoidance of doubt, the Borrower) becoming increasingly dependent on Supplyco forthe supply of its wet products.

Any failure by Supplyco to supply wet products adequately to the New Securitisation Group or to performits obligations to counterparties under the supply agreements (for example, as to satisfying minimumpurchase obligations) could adversely affect the business of the New Securitisation Group which, in turn,could adversely affect the ability of the Borrower to meet its obligations under the Issuer/Borrower FacilityAgreement and the other Transaction Documents. Supplyco is not a member of the New SecuritisationGroup and there can be no assurance that it will continue to be a member of the Punch Group.

If the Punch Group does not effectively streamline its wet product supply arrangements so that Supplycobecomes the sole entity contracting with suppliers, wet products may continue to be supplied to the NewSecuritisation Group under different supply arrangements, some of which have been inherited by thePunch Group as part of its acquisitions. Any failure by a member of the Punch Group to perform itsobligations to counterparties under these inherited supply agreements (for example, as to satisfyingminimum purchase obligations) could adversely affect the business of the New Securitisation Groupwhich, in turn, could adversely affect the ability of the Borrower to meets its obligations under theIssuer/Borrower Facility Agreement and the other Transaction Documents.

(o) Regulation

(i) General

The New Securitisation Group’s operations are subject to regulation, and further changes in regulationscould adversely affect results of operations, including through higher costs. More restrictive regulations

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could lead to increasing prices to consumers which, in turn, may adversely affect demand and thereforerevenues and profitability. See the sections below for additional information on the regulation to which theSecuritisation Group is subject. In particular, some examples of the regulatory changes which may affectthe Securitisation Group’s cost base include:

(a) additional EU or UK employment legislation (in particular, (i) the level of the National MinimumWage, which is under annual review by the Low Pay Commission and (ii) the maximum numberof hours an employee may be permitted to work and the extent to which they may voluntarily optout) which could further increase labour costs;

(b) competition, consumer protection and environmental laws which could adversely affect the NewSecuritisation Group’s operations; and

(c) implementation of the Disability Discrimination Act 1995, which may require changes to certainof the Punch Taverns B Mortgaged Properties.

(ii) Competition Law and Tied Estates

Tied pub tenancy arrangements that require tenants to obtain beer (and other beverages) from anominated supplier may constitute a breach of Article 81 (formerly Article 85) of the EC Treaty (Article81) and/or Chapter 1 Competition Act (Chapter 1) in circumstances where the tie arrangementscontribute significantly to the foreclosure of the U.K. market. If an agreement is in breach of Article81/Chapter 1, it is null and void. A serious breach of Article 81/Chapter 1 can give rise to the impositionof fines. In addition, a breach of Article 81/Chapter 1 can also give rise to claims for damages against oneor more parties to the contract in question. Following the recent decision of the European Court of Justiceand the judgment of the Court of Appeal in Courage v Crehan, it is possible that the benefit of the rightto claim damages for breach of Article 81 could extend to a party to the contract, particularly where thatparty has a weak bargaining position.

The European Commission has accepted however that where a lease/tenancy agreement incorporatesa policy of multi-sourcing and periodic tendering, such a lease can operate to reduce foreclosure – suchthat the tie arrangements should not infringe Article 81/Chapter 1.

(iii) TISC Investigation

The House of Commons Trade and Industry Select Committee published its report into Pub Companies(Pubcos) in December 2004. The Committee’s main recommendation was that the industry shouldadopt a voluntary Code of Conduct. The Punch Group already has its own Code of Conduct in place –and as such it already complies with the best practice recommendations outlined by the Committee.

(iv) Regulation of sale of alcohol

The sale of alcohol to the public generally, and specifically, in public houses is regulated by licensinglaws. Any further restrictions in these laws, for example, legislation to restrict the sale of alcohol to thepublic generally or specifically in public houses, may adversely affect the ability of the business of theNew Securitisation Group.

(v) Fiscal-Related Matters

The Securitisation Group’s activities are affected by a number of fiscal-related matters. These mattersinclude duty on alcoholic beverages, VAT and other business taxes. Changes in legislation which affectall or any of these matters may adversely affect the financial performance of the New SecuritisationGroup.

(vi) Business regulation

In addition to crime and disorder, the licensed trade, in common with most areas of industry, facesincreasing regulation in the fields of employment, health and safety and access for the disabled. Thegeneral trend is to restrict the flexibility in the workforce and also to make small businesses subject tothe same procedures and employment laws as large businesses. The compliance with this regulationhas an effect on the trade in as much as licensees have to devote more time to this and therefore lesstime to the trade. To counteract this, support in the form of guidance to the legislation is provided to thetied tenants by the New Securitisation Group companies.

(vii) Potential Change to Drink-Driving Laws

As car drivers and passengers account for 40 per cent. of pub customers in the United Kingdom, anyfuture legislation to reduce the legal blood alcohol limit for drivers in the United Kingdom could affect

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trading in the New Securitisation Group’s rural and suburban pubs and may result in customers drinkingless. This could lead to a reduction in turnover at certain of the pubs in the New Securitisation Group andlead to a decline in the New Securitisation Group’s overall income as a whole from alcoholic drink sales.See further the section entitled The United Kingdom Pub Industry below.

(viii) Legislation relating to smoking

On 16 November 2004 the UK Government published its White Paper on Public Health (the WhitePaper) which sets out the Department of Health’s proposals in relation to smoking in public places,including pubs, in England and Wales. It is proposed that restrictions on smoking are to be phased inover a period of four years including an outright ban on smoking in restaurants and pubs serving food(other than snacks such as crisps). Pubs and bars not serving food will not be subject to the outright banand pub owners will be able to choose whether to permit smoking on their premises.

There is currently a Public Places Charter (the Charter) on smoking in public places, such as restaurantsand pubs, which has been agreed between the Department of Health and leading hospitality industrygroups. This Charter, though not law, is supported by the Government which asked the licensed leisureindustry to ensure that 50 per cent. of licensed premises were compliant with it by December 2002, andthat 35 per cent. of those have either no smoking’’ areas or adequate mechanical ventilation.

(ix) Legislation relating to gambling

Changes to the gaming legislation are under consideration by the Government, including the operationof amusement machines with prizes (or fruit machines) (AWPs) in pubs. The main area of the currentlegislation that would change is that play by under 18 year olds would be illegal except on low stake prizemachines (although the New Securitisation Group already complies with a voluntary code to this effect)and the control of machine numbers would pass from licensing magistrates to local authorities. The otherareas of change relate to categories of machines permitted in casinos, licensed betting offices, bingohalls, amusement arcades, family entertainment centres and motorway service stations which mayincrease the competitive threat to the New Securitisation Group in respect of gaming.

Under the proposed legislation, it is intended that existing licensed premises will be allowed to retain theircurrent number of AWPs. New licensed premises are likely to be entitled to two AWPs (currently pubs donot have an automatic right to any AWPs) with discretion for local authorities to increase suchentitlement, based on national guidance that is currently being considered by the Government inconsultation with the pub industry. In addition, following lobbying by the pub and gambling industries andirrespective of any new overarching gambling legislation, it is likely that reviews aimed at increasing themaximum levels of stakes, prizes and methods of payment will continue.

The new legislation may increase the appeal (through payment deregulation and the number ofmachines on licensed premises) of gambling in pubs, including those in the New Securitisation Group.However, the levels of income from AWPs within the New Securitisation Group may be negativelyaffected if local authorities do not permit pubs to have more than two AWPs or do not grant grandfatherrights in respect of existing machines.

(x) Legislation relating to noise

The Physical Agents Directive 2001 (the Directive) is currently under discussion in the retail industryrelating to the regulation of noise in the workplace. For further information see the section entitledThe United Kingdom Pub Industry below. It is possible any regulations put in place by the Governmentmay discourage certain customers from patronising those pubs whose present attraction is music or aless quiet environment and this could lead reduction in sales at some pubs and reduce the incomereceived by the New Securitisation Group.

(xi) Exposure of the New Securitisation Group to Funding Risks in relation to the DefinedBenefits under its Pension Schemes

The New Securitisation Group will operate 2 defined benefit pension schemes (each a PensionScheme):

• the Pubmaster Pension Scheme; and

• The InnSpired Group Pension Scheme.

These are both closed to new entrants. Further information on the funding position of each PensionScheme is set out in the section entitled Index to Financial Statements and other FinancialInformation below.

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There are currently no other defined benefit pension schemes in the Punch Group. However, the PunchGroup may purchase companies over the course of time and even if those companies are outside theNew Securitisation Group, an exposure may nonetheless arise under the Pensions Act 2004.

The primary liability for funding the Pension Schemes rests with the participating employer companies.By virtue of the Pensions Act 2004, there will be risks for the whole of the New Securitisation Grouparising from the operation of the Pension Schemes. Many of these are generic risks associated with theoperation of UK defined pension schemes generally.

In summary, the main risk factors are:

(a) In relation to both schemes, the Pensions Act 2004 will allow the Pensions Regulator to imposea scheme funding target and employer contribution rate if those matters cannot be agreedbetween the scheme trustees and the employers. This will probably come into force fromSeptember 2005.

(b) The trustees of each Pension Scheme have power to wind up the relevant scheme in certaincircumstances, although these circumstances are, generally, within the control of each of theprincipal employers. The Pensions Regulator also has a statutory power to order a PensionScheme to be wound up. As a result of recent changes in legislation, winding up the schemeswould result in a statutory obligation on the various participating employers to fund the schemesby reference to a ‘‘buy-out basis’’. Approximate actuarial calculations carried out by the PunchGroup’s actuary identify that if the schemes were to wind up as at the date of the most recentactuarial valuation undertaken (being 13 July 2004 in the case of the InnSpired Group PensionScheme and 6 April 2004 in the case of the Pubmaster Pension Scheme), aggregatecontributions on this basis would have been required of around £10.1 million in the case of theInnSpired Group Pension Scheme and £21.6 million in the case of the Pubmaster PensionScheme (although this figure should be taken only as a guide as no quotations have beenobtained from insurance companies). Additionally, regulations (in force from 15 February 2005)provide that a similar statutory debt would be triggered if an employer participating in amulti-employer scheme went into liquidation.

(c) The Pensions Act 2004 gives new powers to the Pensions Regulator to require funding orfunding guarantees for defined benefit pension schemes from any company in the same groupas the participating employers (which may include the Obligors). This applies regardless ofwhether the companies sought to be made liable have any employees in the pension schemesconcerned.

(d) The Pensions Act 2004 gives new powers to the Pensions Regulator to require funding orfunding guarantees (in the form of a contribution notice or financial support direction) for definedbenefit pension schemes in various circumstances from a person who is ‘‘associated’’ or‘‘connected’’ with a participating employer. If the Borrower Security Trustee were to enforce itssecurity over the shares of the Borrower so that it were entitled to exercise, or control theexercise of, one third or more of the voting power at any general meeting of the Borrower, theBorrower Security Trustee would come within the definition of connected/associated person.This would mean that the Pensions Regulator could seek to issue a contribution notice orfinancial support direction on it at that time, provided the other requirements were met, includingthat it considered it was reasonable to do so. In deciding whether to issue a contribution noticeor financial support direction, the Pensions Regulator must also take into account a number ofother factors including the actual connection that the person has with the pension scheme andthe employer and the financial circumstances of the person.

(e) The trustees of each Pension Scheme have control over the investment of the relevant scheme’sassets and could (having taken appropriate investment advice and consulted with the employ-ers) alter the investment profile of the schemes. For example, they could exchange equityinvestments for bonds, which would typically increase the employer funding obligations inrelation to the schemes because of the lower rate of return expected from lower risk bonds.

The foregoing risks are linked to the funding level of the schemes, which can be adversely affected bya number of factors including:

(i) reducing bond yields (low yields mean a pension obligation is assessed as having a highvalue);

(ii) increasing life expectancy (which will make pensions payable for longer and, therefore,more expensive to provide);

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(iii) investment returns below expectation;

(iv) actual and expected price inflation (many benefits are linked to price inflation and, ignoringany compensating change in the value of assets and future expected investment returns, anincrease in inflation will result in higher benefits being paid), subject to the limits set out inthe Pension Schemes’ governing documentation;

(v) funding volatility as a result of the mismatch between the assets held and the assets byreference to which the scheme liabilities are calculated; and

(vi) other events occurring which make past service benefits more expensive than anticipatedin the actuarial assumptions by reference to which past pension contributions wereassessed, including unanticipated changes to legislation or tax laws.

Employer obligations to their pension schemes (including any statutory debt) generally rank asunsecured and non-preferential obligations of the employer, with some limited exceptions.

(xii) Environmental legislation

Environmental legislation establishing a new contaminated land regime was brought into force in April2000. This legislation places liability for clean-up costs on the owner or occupier of contaminated landwhere no person can be found who has caused or knowingly permitted the presence of the substanceswhich have led to the pollution. The term Owner means a person (other than a mortgagee or (inScotland) heritable creditor not in possession) who, whether in his own right or as trustee for any otherperson, is entitled to receive the rack rent from the land, or where the land is not let at a rack rent, wouldbe so entitled if it were so let. Thus, if land which falls within the title to any of the Pubs and the freeholdor heritable title (or in the case of long leaseholds for a rent which is less than rack rent, such longleasehold title) is contaminated, then where the person cannot be found who caused or knowinglypermitted such contamination to occur, the New Securitisation Group might be liable for the costs ofcleaning up such contamination. In such circumstances, the New Securitisation Group may haveinsufficient monies available to it to repay in full all amounts due under the Issuer/Borrower FacilityAgreement. If the Issuer or the Borrower Security Trustee were to take possession of any one or moreof the Pubs following enforcement of the relevant security, and contamination of the type describedabove were to be discovered at any such Pub, then the Issuer or Borrower Security Trustee might beliable for the costs of cleaning up such contamination. This might lead to the Issuer having insufficientfunds available to pay all amounts due to the Noteholders and the Noteholders might suffer a loss as aresult.

Other environmental legislation concerning statutory nuisance also places liability on the owner oroccupier in some circumstances instead of the person responsible for the nuisance. In the relevantlegislation, the concept of ‘‘owner’’ has not been defined and could include any person with a proprietaryinterest in the property. The owner or occupier would be responsible where the nuisance arises from anydefect of a structural character and where the person responsible for such nuisance cannot be found orthe nuisance has not yet occurred.

Owners and occupiers may also have liabilities at common law.

(xiii) Compulsory Purchase

Any property in the United Kingdom may at any time be acquired by a local authority or governmentdepartment generally, in connection with proposed redevelopment or infrastructure projects.

In the event of a compulsory purchase order being made in respect of a Pub, compensation would bepayable on the basis of the open market value of all owners’ and tenants’ proprietary interests in that Pubat the time of the related purchase and will be paid by the Borrower into the Disposal Proceeds Account.In the case of an acquisition of the whole of that Pub, the relevant freehold, heritable or long leaseholdestate and any lease would both be acquired and the tenant would cease to be obliged to make anyfurther rental payments to the Borrower, under the relevant lease. The risk to Noteholders is that theamount received from the proceeds of purchase of the relevant freehold, heritable or long leaseholdestate may be inadequate to cover the loss of cashflow from such Pub and thus the Borrower’s abilityto meet its obligations under the Issuer/Borrower Facility Agreement may be prejudiced. This may in turnadversely affect the ability of the Issuer to pay interest on and principal of the Notes.

There may be a delay between the compulsory purchase of a property and the payment ofcompensation, the length of which will largely depend upon the ability of the property owner and the

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entity acquiring the property to agree on the open market value. Should such a delay occur in the caseof any Pub, then unless the Borrower has other funds available to it, this delay may prejudice eitherparty’s ability to meet its obligations under the Issuer/Borrower Facility Agreement.

(xiv) Frustration

A lease could, in exceptional circumstances, be frustrated under English or Scots law (as applicable).Frustration may occur where a supervening event so radically alters the implications of the continuanceof a lease for a party thereto that it would be inequitable for such lease to continue.

(xv) Leasehold Interests in Pubs

The interest held in 189 Pubs in the Estate is comprised either wholly or partly under a leasehold title (theLeasehold Pubs). There are a further 99 adjoining or ancillary leasehold titles (e.g. car parks).

Of these, approximately 72 Pubs contain forfeiture provisions pursuant to which the landlord mayterminate the lease upon the insolvency of the tenant. The termination of any such lease by a landlordcould deprive the New Securitisation Group of any capital value in the relevant leasehold interest as wellas the ongoing income from the relevant Pub.

Where the interest held in a Pub is comprised either wholly or partly under a leasehold title and that Pubis damaged or destroyed such that the business cannot be operated from that Pub until rebuilding orrepair work is undertaken, there is a risk that the landlord may have a right to break where the propertycannot be rebuilt within a certain period. There is also a risk, for both freehold and leasehold Pubs, thatthe property cannot be rebuilt within a certain specified period and that an operational tenant will ceaseto operate its business either because it is not viable to wait for rebuilding or repair, because it wishesto continue to operate from an alternative site and it then chooses not to return or because it loses itslicence to operate. Such damage or destruction could deprive the New Securitisation Group of capitalvalue in the relevant Leasehold Pub and/or ongoing income from the relevant operational tenant.

In the case of further two Leasehold Pubs the landlord has an option to break at any time on6 or 12 months’ notice. No compensation would be payable if such options were exercised and the NewSecuritisation Group would be deprived of the capital value in the relevant Leasehold Pub as well asongoing income.

51 leases (of which 31 relate to Leasehold Pubs and 20 to ancillary land) are missing, and so it has notbeen possible to identify whether any of the risk factors described in the preceding paragraphs apply tothose Pubs.

In relation to 2 of the Leasehold Pubs the contractual term of the relevant lease has expired. In relationto a further 48 leases the term will expire prior to the end of 2030, and in relation to 101 leases the termwill expire prior to the end of 2040. There can be no guarantee that the New Securitisation Group will besuccessful in negotiating a new lease of each such Pub or, if it is successful, as to what terms will thenapply. The capital value of each such Pub will reflect the risk of renewal, but the termination of any leasewithout renewal will deprive the New Securitisation Group of any ongoing income from the relevant Pub.

(xvi) Registration of Mortgages

Application will be made after the Fourth Closing Date to register the mortgages over the Pubs inEngland and (as applicable) to register the standard securities over the Pubs in Scotland, in each casegranted to the Borrower Security Trustee by the New Securitisation Group, at the Land Registry or (asapplicable) the Registers of Scotland. To the extent that mortgages and standard securities are notregistered, the mortgages over the Pubs in England will take effect in equity only and the standardsecurities over the Pubs in Scotland will not take effect at all and in either case will be capable of beingoverridden by dispositions of the land to third parties for valuable consideration. In addition, equitableand other interests created before the grant of these equitable mortgages or standard securities couldgain priority. The existence of any such prior ranking interests would constitute a default under theIssuer/Borrower Facility Agreement if the existence thereof were to have a material adverse effect on thebusiness of the New Securitisation Group.

It should be noted that, under the terms of the Issuer/Borrower Facility Agreement and the PunchTaverns B Deed of Charge, the Borrower will (as appropriate) be required to apply for registration of:

(i) the mortgages in respect of the Pubs within the priority period established by the Land Registrysearches;

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(ii) the standard securities in respect of all of the pubs over which security can be taken, as soonas practicable after the Fourth Closing Date;

(iii) the standard securities in respect of the remainder of the pubs in Scotland, as soon aspracticable and not later than six months after the Fourth Closing Date; and

(iv) in the case of permitted acquisitions in England and any permitted acquisition in Scotlandfollowing the Fourth Closing Date, as soon as practicable after such permitted acquisition and (inthe case of a permitted acquisition in England or Wales) within the priority period established byH.M. Land Registry searches.

The Borrower will use all reasonable endeavours to ensure that registration of such mortgages andstandard securities is completed (in the case of the applications referred to in paragraphs (i), (ii) and (iii))no later than one year after the Fourth Closing Date and (in the case of the applications referred to inparagraph (iv)) no later than one year after the date of such permitted acquisition.

(xvii) Rent reviews

The tenancy agreements and leases to which certain of the Pubs in the Estate are subject contain openmarket rent review provisions. Some of these are on an upwards only basis but with reference to theinitial rent or the rent fixed at the previous open market review date (as the case may be). Those leasesmay also provide for annual rent reviews by reference to movements in the Retail Prices Index.Therefore it is possible that rents in respect of certain Pubs which do not have unqualified upwards onlyprovisions could fall if the open market rental value at the time of review is below the rent then payable.

(xviii) Historical Charges

There are 20 prior ranking charges and other registrations protecting third party interests in existence.With one exception, these historical charges are in the process of being or will be removed from theregister prior to or on the Fourth Closing Date.

(xix) Valuations of Pubs

The valuation figure shown as the market value of the portfolio of Pubs set out in the Valuation Reportwill not necessarily be consistent with the figures contained in the Borrower’s historical financialinformation. This may be because, among other reasons, the portfolio of Pubs valued in connection withthe Valuation Report is that which will constitute the Estate as at the Fourth Closing Date rather than thedate of the publication of the Borrower’s historical financial information.

(4) INSURANCE

(a) General

Management believes that the properties owned or used by the New Securitisation Group areadequately covered by insurance placed with reputable insurers and with commercially reasonabledeductibles and limits. Insurance policies held or maintained by the New Securitisation Group cover suchrisks as material damage, business interruption, loss of rent and third party liability. However, certaintypes of risk are not insured fully either because such insurance is not available or because Managementbelieves that the premium costs are disproportionate to the risks in question (such as full terrorism coverand environmental impairment liability cover).

(b) Uninsured loss

The Issuer/Borrower Facility Agreement requires the Borrower to carry insurance with respect to thePubs in accordance with terms set out in the Issuer/Borrower Facility Agreement. There are however,certain types of losses (such as losses resulting from wars, terrorism, nuclear radiation, radioactivecontamination, heave or settling of structures) which may be or become either uninsurable or noteconomically insurable, or are otherwise not covered by the required insurance policies. Other risksmight become uninsurable (or not economically insurable) in the future. The Borrower’s ability to repaythe Term Advances may be affected adversely if such an uninsured or uninsurable loss were to occur,which may adversely affect the ability of the Issuer to pay interest on and repay principal of the Notes.

(5) TRANSACTION RISKS

There are certain risks that arise in connection with the Estate, including without limitation, title to thePubs, landlord consents in relation to Leasehold Pubs, mortgagee in possession liability and restrictivecovenants.

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(a) Registered Title Reports

Registered title reports were prepared by various firms of solicitors for a sample of 283 of the 2,913 Pubscomprised in the Pubmaster Sub Group, for all the Pubs to be acquired from the Centrum Sub Group,the Jubilee Sub Group, the InnSpired Sub Group and PGRP, and for all of the Leasehold Pubs in theEstate (the Registered Title Reports). In total 37.6 per cent. of the Estate has been covered by suchreports. Slaughter and May have prepared an overview report on the Registered Title Reports(the Overview Report). In addition, Slaughter and May have prepared a report on all the standard formleases which are used in connection with the Estate.

The Registered Title Reports address in respect of each Pub, inter alia, (i) the registered proprietor;(ii) the quality of the title; (iii) the existence of any registered financial charges or securities andrestrictions on disposal; and (iv) the existence of any restriction against use as a public house. In respectof the leasehold title, details of the lease, rent and other material issues have been addressed. All except9 Pubs were found to have title which was registered or in the course of registration. In the case of4 Pubs, legal title is presently owned by a company outside the Punch group, pending its transferpursuant to a business sale agreement.

Not all of the usual conveyancing searches and enquires were made by the reporting solicitors, notablylocal authority, Environmental Agency, Coal Authority and Network Rail searches. These searches wouldreveal matters such as whether or not roads, drains and sewers serving the relevant Pubs are adoptedand maintained at the public expense, whether or not any relevant Pubs were subject to a compulsorypurchase order, whether or not any statutory notices have been served in respect of any relevant Pub(such as in relation to breach of planning or building regulation control), breach of Public Health Acts orbreach of fire regulations and give the planning history for a property.

The solicitors did not check on the existence or validity of liquor licences or justices’ and other tradelicences in respect of all Pubs. The solicitors did not address the state of repair of the properties orenvironmental issues. In each case, the solicitors who prepared the Registered Title Reports may nothave sufficient professional indemnity insurance to honour in full any claim that might arise.

(b) Landlord’s consents

Certain of the Pubs in the Estate are leasehold properties. In respect of 87 of the Leasehold Pubs whichare the subject of the Transfer Agreements the landlord’s consent is required under the relevant leaseto transfer the legal interest in those Pubs to the Borrower (the Transfer Consent Leasehold Pubs).Landlord’s consent to the transfer of the legal interest has not yet been obtained and the legal interestin these Pubs therefore has not yet been transferred to the Borrower. Pursuant to the terms of theTransfer Agreements, PGRP, InnSpired, Centrum and Sister (the Sellers), as applicable, have eachcovenanted to use reasonable endeavours (at its own cost) to obtain the consent of the relevantlandlords to the transfer of such Leasehold Pubs and have each covenanted to allow the Borrower intooccupation of such Leasehold Pubs pending receipt of the landlord’s consent. Should the Borrower takeoccupation of such Leasehold Pubs without the receipt of the relevant landlord’s consent, this mayconstitute a breach of the alienation clause in the relevant lease and could allow the relevant landlord totry to forfeit or irritate the lease. Termination of the Borrower’s lease would, in these circumstances,deprive it of any cash flow under the leases in place between it and the tenants of such Pubs. This mayadversely affect the ability of the Borrower to pay interest and to repay principal under the Issuer/Borrower Facility Agreement which may adversely affect the ability of the Issuer to pay interest and torepay principal under the Notes.

In relation to 14 of the Transfer Consent Leasehold Pubs, the landlord is not obliged to be reasonablein considering whether to provide its consent. Applications for consent will nonetheless be submitted inall cases.

In respect of 32 of the Leasehold Pubs, all of which are also Transfer Consent Leasehold Pubs, thelandlord’s consent is required under the relevant lease to the creation of a charge of the legal interest inthose Pubs (the Charge Consent Leasehold Pubs). In relation to 4 of the Charge Consent LeaseholdPubs, the landlord is not obliged to be reasonable in considering whether to provide its consent.Applications for consent will nonetheless be submitted in all cases, where not already submitted.

Until (i) the relevant consents to transfer have been obtained and (ii) the completion of the registrationof the transfer of each such Pub to the Borrower at H.M. Land Registry or the Registers of Scotland, asapplicable, legal title to each of those Pubs in the Estate will remain in the Sellers, as applicable.

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

(c) Mortgagee in possession liability

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

(d) Restrictive covenants

Approximately 9 of the Pubs which are the subject of the Registered Title Reports are subject torestrictive covenants or title conditions affecting the whole or part of those Pubs, not to use those Pubs(or relevant parts, as appropriate) for the sale of alcohol or as a pub. Such restrictions are typically foundin portfolios of this type. A successful claim by a party claiming the benefit of such a covenant or conditionmight result in the cessation of the current use and frustration of the relevant occupational lease. Thereis no evidence of title indemnity insurance having been taken out in respect of the breach of thosecovenants or conditions.

There may be other Pubs in England and Wales which are affected by restrictive covenants or titleconditions the effect of which is unknown because no details were provided to H.M. Land Registry on firstregistration, but it is expected that such pubs will be less than one per cent. of the Estate. Many of theseare old covenants or conditions and in some cases do not appear to affect the pub itself.

(6) TAXATION

(a) United Kingdom Taxation Position of the Borrower

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

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If the Issuer does not receive all amounts of principal due from the Borrower under the Issuer/BorrowerFacility Agreement, it may not have sufficient funds to enable it to meet its payment obligations under theNotes and/or any other payment obligations ranking in priority to, or pari passu with, the Notes.

Further, under recently introduced transfer pricing and thin capitalisation rules applying to UK transac-tions, a borrower’s entitlement to tax relief in respect of interest payable may be subject to an adverseadjustment, in particular, if the transactions that would have been entered into as between independententerprises differ from the actual transactions entered into between connected persons so that less (orno) interest would have been payable by such borrower had the arm’s length transactions been enteredinto. If that is the case, the deductions for such interest would be by reference to an arm’s lengthborrowing. Such adjustments may be relevant to the Borrower’s deductions, in particular, in respect ofinterest payable under the New Subordinated Loan Agreement.

The new regime does, however, include provisions that allow the other party to the relevant transactionto elect to undertake sole responsibility for any increased tax liability of the party suffering the adverseadjustment. In the event that the Borrower suffers an adverse adjustment in respect of deductions underthe New Subordinated Loan Agreement, PRAF has covenanted in favour of the Borrower SecurityTrustee to make such an election. If appropriate elections are made and accepted, the Borrower shouldbe in no worse a position as regards having sufficient income after tax to pay principal and interest underthe Issuer/Borrower Facility Agreement than if no such adverse adjustment had been made. H.M.Revenue & Customs does, however, have the power to refuse to accept such an election.

There is a risk that, under the same transfer pricing and thin capitalisation rules, the Issuer may betreated for United Kingdom tax purposes as receiving a greater amount of interest under theIssuer/Borrower Facility Agreement than it actually receives. If this adjustment is made, the Borrower will(subject to an appropriate claim being made) be treated for United Kingdom tax purposes as having acorrespondingly increased interest deduction. The Borrower has covenanted that it will make balancingpayments such that the Issuer’s after-tax position is as it would have been had the transfer pricing andthin capitalisation rules not been applicable. If such payments are made by the Borrower, its after-taxposition will also be as it would have been had the transfer pricing and thin capitalisation rules not beenapplicable.

(b) Secondary Taxation Liabilities of the members of the New Securitisation Group andcertain VAT grouping considerations

Where a company fails to discharge certain taxes due and payable by it within a specified time period,UK tax law imposes in certain circumstances (including where that company has been sold so that itbecomes controlled by another person) a secondary liability for those overdue taxes on other companieswhich are or have been members of the same group of companies for tax purposes or are or have beenunder common control with the company that has not discharged its primary liability to pay that tax. Also,membership of a group for VAT purposes imposes on each member of such group joint and severalliability for any VAT liabilities arising in respect of its period of membership in relation to the activities ofall members of such group during such time. In addition, the representative member from time to timeof a VAT group is liable for all VAT liabilities of such group. Covenants will be given in the Tax Deed ofCovenant:

(i) not to do anything (and to procure that nothing is done) which would reasonably be expected toresult in a secondary liability arising in relation to the New Securitisation Group Entities; and

(ii) in relation to grouping for VAT purposes;

with the aim of minimising the likelihood of such secondary liabilities or any joint and several VAT liabilityaffecting such New Securitisation Group Entities.

(c) UK Corporation Tax on Chargeable Gains and Stamp Duty Land Tax (SDLT)

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

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and a transfer of all of the business and assets of Jubilee on the Fourth Closing Date by the relevantvendors (none of which are members of the New Securitisation Group) to the Borrower, the potentialUnited Kingdom corporation tax on chargeable gains and SDLT exposures in respect of which isestimated to be not more than £2.1 million. Consequently, such members of the New SecuritisationGroup (including the Borrower) to which assets have been transferred, may have contingent liabilities forUK corporation tax on chargeable gains and SDLT.

The contingent liability for UK corporation tax on chargeable gains will crystallise if, broadly, the relevanttransferee ceases to be a member of the same capital gains group as the transferor within six years ofthe date on which it acquired a relevant asset either (i) still holding that asset or (ii) having disposed ofsuch asset to, broadly, a group company leaving the group at the same time and which would form adiscrete capital gains group with the relevant transferee (an associated company) and which holds theasset at that time, unless, broadly, in both cases the acquisition was itself from an associated company.Accordingly, a degrouping of certain New Securitisation Group Entities, including by way of a sale of theshares in the Parent Guarantor, could trigger these contingent liabilities.

The contingent liability to SDLT will crystallise in the New Securitisation Group if, broadly, the relevanttransferee of an asset (asset for this purposes meaning broadly, land or an interest in land) ceases to bea member of the same SDLT group as the relevant transferor either within three years of the date onwhich it acquired a relevant asset, or pursuant to, or in connection with, arrangements made before theend of that period. No liability will arise however unless the transferee or a ‘‘relevant associatedcompany’’ (as defined for SDLT purposes) holds such asset at the time of leaving the group. (Underrecently introduced legislation, where there has been a sequence of intra-group transfers of a relevantasset, the provisions described above may apply on a change of control of a company (within certaintime limits) which has been a transferee of the asset at any stage, as if it had acquired the asset froma transferor which in fact transferred the asset at an earlier stage in the sequence.)

Punch Taverns plc has undertaken some parts of the Transaction in a manner intended to mitigate thelikelihood of a degrouping triggering the crystallisation of a contingent liability either for UK corporationtax on chargeable gains or SDLT. This position may however be affected by subsequent changes in lawor as a result of an adverse H.M. Revenue & Customs adjudication or a court ruling against the efficacyof the structuring.

If any such contingent tax liabilities as are mentioned above were to crystallise in the New SecuritisationGroup, the Borrower may have a liability to tax, discharge of which could adversely affect the amount ofits post-tax income and, potentially, affect the Borrower’s ability to meet its obligations under theIssuer/Borrower Facility Agreement. Covenants will be given in the Tax Deed of Covenant not to doanything (or permit anything to be done) which might reasonably be expected to result in thecrystallisation of such contingent liabilities.

It is possible that further asset transfers may take place within the Punch Group in the future, includingbetween the Borrower and companies outside the New Securitisation Group. Where the relevantgrouping conditions are satisfied, no tax on chargeable gains or SDLT should arise on such intra-grouptransfers, but a subsequent degrouping of the transferee could in certain circumstances (as outlinedabove) give rise to a primary or secondary charge to tax in the transferee or the transferor (respectively).

The disposal of certain capital assets, including properties held by the Borrower and interests in theshare capital of other members of the New Securitisation Group, by members of the New SecuritisationGroup to third parties may give rise to a liability for UK corporation tax on chargeable gains. Should anysuch tax liability arise as a result of a disposal following enforcement of security, that tax liability could,indirectly, adversely affect the ability of the Issuer to meet its obligations under the Notes.

(d) Withholding tax in respect of the Notes

In the event withholding taxes are imposed in respect of payments to Noteholders of amounts duepursuant to the Notes, including, without limitation, amounts which become due to be paid to Class A7Noteholders or Class A8 Noteholders under the Second MBIA Financial Guarantee, none of the Issuer,the Parent Guarantor, MBIA, nor any Paying Agent or Fiscal Agent nor any other party is obliged to payany additional amounts to Noteholders in respect of such withholding taxes or otherwise compensateNoteholders for the lesser amounts the Noteholders will receive as a result of the imposition of suchwithholding taxes.

The Issuer will, in the event of a withholding obligation being imposed in respect of payments of amountsdue in respect of the Notes by reason of change of law, have the option of redeeming, in full, all

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outstanding Notes at their then Principal Amount Outstanding, plus any accrued but unpaid interest andany redemption premium. Amounts payable on any such early redemption of the Second New Class ANotes are not guaranteed by MBIA.

Further, in the event withholding taxes are imposed in respect of any payment under the ParentGuarantee or the Second MBIA Financial Guarantee, none of the Parent Guarantor, MBIA or any PayingAgent or Fiscal Agent or any other party is obliged to gross-up or otherwise compensate Noteholders forthe lesser amounts the Noteholders will receive as a result of the imposition of such withholding taxes.

(e) Corporation Tax Reform

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

(f) Tax consequences arising from the Introduction of International Financial ReportingStandards

For accounting periods beginning on or after 1 January 2005, United Kingdom companies with debt orequity listed on a regulated market are required to prepare their consolidated financial statements underInternational Financial Reporting Standards (IFRS). UK companies which are not required to adopt IFRSmay choose to apply IFRS. The Issuer will not be required to prepare consolidated accounts and it willtherefore have the choice of applying IFRS or continuing to apply UK GAAP to its individual companyaccounts. However, UK GAAP is currently converging with IFRS and five UK Financial ReportingStandards were recently issued which are based on IFRS. These five UK Financial Reporting Standardswill apply to companies for accounting periods beginning on or after 1 January 2005 which continue toapply UK GAAP. The areas dealt with by these recently issued UK Financial Reporting Standards includefinancial instruments. (In the remainder of this section (f), unless otherwise stated, references toIFRS include references to UK GAAP as it applies for accounting periods beginning on or after1 January 2005.) It is not clear whether the tax position of special purpose companies such as the Issuerwill be the same under IFRS as it would have been under UK GAAP as it applied for accounting periodsending on or prior to 31 December 2004.

However, the Finance Act 2005 contains legislation creating a special interim corporation tax regime for‘‘securitisation companies’’ (as defined in section 83 thereof). The effect of this legislation is to allowsecuritisation companies to prepare tax computations on the basis of UK GAAP as it applied for anaccounting period ending on 31 December 2004 for all accounting periods beginning on or after1 January 2005 and ending before 1 January 2007, notwithstanding any requirement to prepare statutoryaccounts under IFRS.

In order for a company to qualify as a ‘‘securitisation company’’ and qualify for the special interim regimementioned above, it is necessary for the company to satisfy a number of tests. Provided, that the Notesare issued as envisaged in this Offering Circular, the Issuer and the Borrower will each qualify as a‘‘securitisation company’’ for these purposes. Assuming that the Issuer and the Borrower qualify assecuritisation companies for the purposes of the interim regime, this should allow the Issuer and theBorrower to avoid any impact of IFRS on their tax computations for any accounting period ending before1 January 2007.

Further, provided that H.M. Revenue & Customs adhere to the policy objectives that they have indicatedin this area, it is expected that secondary legislation will be put in place, pursuant to enabling legislationin the Finance Act 2005, which will establish a permanent regime for ‘‘securitisation companies’’ (asdefined in section 84 thereof) with a view to dealing with uncertainties over the potential tax liabilities thatmight be caused by the application of IFRS to such securitisation companies, and in particularaddressing the effect that these uncertainties might otherwise have on the ratings of existingsecuritisation structures. It is currently expected that the Issuer will fall within any such new regime butthat the Borrower may not. If the tax position of the Issuer is adversely affected by the introduction of

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IFRS, this could ultimately cause a reduction in the payments the Noteholders receive on the Notes. Ifthe tax position of the Borrower is adversely affected by the introduction of IFRS this could adverselyaffect its ability to repay amounts under the Issuer/Borrower Facility Agreement which ultimately mayalso leave the Issuer unable to meet its payment obligations under the Notes.

(7) GENERAL

(a) Insolvency Considerations

(i) Receivership

At any time after the Punch Taverns B Deed of Charge has become enforceable, the Borrower SecurityTrustee may, or in certain circumstances can be required to, pursue a number of different remedies(provided that it is indemnified to its satisfaction). One such remedy is the appointment of a receiver overspecific property or over all, or part, of the Punch Taverns B Mortgaged Properties. Likewise, at any timeafter the security created under the Issuer Deed of Charge has become enforceable, the Issuer SecurityTrustee may, or in certain circumstances can be required to, pursue a number of different remedies(provided that it is indemnified to its satisfaction). One such remedy is the appointment of a receiver ofall or part of the assets and undertaking of the Issuer.

The provisions of the Enterprise Act 2002 (the Enterprise Act) amending the corporate insolvencyprovisions of the Insolvency Act 1986 (the Insolvency Act) came into force on 15 September 2003, andare discussed in further detail in the investment consideration entitled Enterprise Act below.

As a result of the amendments made to the Insolvency Act by the Enterprise Act, pursuant to section 72Aof the Insolvency Act 1986, the holder of a qualifying floating charge created on or after 15 September2003, will be prohibited from appointing an administrative receiver, unless the floating charge falls withinone of the exceptions set out in sections 72B to 72GA of the Insolvency Act (the Exceptions). Previously,the holder of a floating charge or floating charges which, together, are over the whole or substantially thewhole assets of a company had the ability to block the appointment of an administrator by appointing anadministrative receiver, who would act primarily in the interests of the floating charge holder. As certainfloating charges will be entered into after 15 September 2003 (including the security created by newmembers of the New Securitisation Group) neither the Borrower Security Trustee nor the Issuer SecurityTrustee will be entitled to appoint an administrative receiver over the assets of the relevant Obligor underthose charges, unless they fall within at least one of the exceptions. Floating charge holders over thewhole or substantially the whole of the assets of a company under charges entered into before15 September 2003, which will include the Punch Taverns B Deed of Charge in respect of the Borrowerand the Issuer Deed of Charge in respect of the Issuer will continue to be entitled to appoint anadministrative receiver, who would act primarily in their interests.

One exception to the prohibition on floating charge holders from appointing administrative receiversunder section 72A of the Insolvency Act 1986 is in section 72B (the Capital Market Exception) and isin respect of, in certain circumstances, the appointment of an administrative receiver pursuant to anagreement which is or forms part of a Capital Market Arrangement (which is broadly defined in theInsolvency Act). This exception will apply if a party incurs or, when the agreement in question wasentered into was expected to incur, a debt of at least £50 million under the arrangement and if thearrangement involves the issue of a capital market investment (also defined but, generally, a rated,traded or listed debt instrument). Although there is no case law on how this exception will be interpreted,the Issuer considers that the exception will apply to the floating charges described in this document.However, the Secretary of State may, by secondary legislation, modify the exceptions to the prohibitionon appointing an administrative receiver and/or provide that the exception shall cease to have effect. Noassurance can be made that any such modification or provisions in respect of the capital marketexception will not be detrimental to the interests of the Noteholders.

A receiver would generally be in this case the agent of the relevant company until the company’sliquidation, and thus, whilst acting within his powers, will enter into agreements and take actions in thename of, and on behalf of, the company. The receiver will be personally liable on any contract enteredinto by him in carrying out his functions (except in so far as the contract provides otherwise) but will havean indemnity out of the assets of the company. If, however, the receiver’s appointor unduly directed orinterfered with or influenced the receiver’s actions, a court may decide that the receiver was the agentof his appointor and that his appointor should be responsible for the receiver’s acts and omissions.

The Borrower Security Trustee and the Issuer Security Trustee are entitled to receive remuneration andreimbursement for their respective expenses and an indemnity out of the assets of the relevant Obligor

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and the Issuer for their potential liabilities. Such payments to the Borrower Security Trustee will rankahead of the interest and principal due under the Issuer/Borrower Facility Agreement (and, in turn,payments by the Issuer under the Notes). Such payments to the Issuer Security Trustee will rank aheadof payments by the Issuer under the Notes. Accordingly, should the Borrower Security Trustee or theIssuer Security Trustee become liable for acts of such a receiver, the amount that would otherwise beavailable for payment to the Noteholders may be reduced.

If the company to which the receiver is appointed goes into liquidation, then as noted above the receiverwill cease to be that company’s agent. At such time he will then act either as agent of his appointor oras principal according to the facts existing at that time. If he acts as agent of his appointor, then for thereasons set out in the foregoing paragraph, the amount that would otherwise be available for paymentto Noteholders may be reduced. If the receiver acts as principal and incurs a personal liability, he willhave a right of indemnity out of the assets in his hands in respect of that liability and the amount thatwould otherwise have been available for payment to the Noteholders (subject to any claims of the IssuerSecurity Trustee or Borrower Security Trustee to such amount) would be reduced accordingly.

(ii) Small Companies Moratorium

Certain ‘‘small companies’’, for the purposes of putting together proposals for a company voluntaryarrangement, may seek court protection from their creditors by way of a ‘‘moratorium’’ for a period of upto 28 days, with the option for creditors in some circumstances to extend this protection for up to a furthertwo months (although the Secretary of State for Trade and Industry may, by order, extend or reduce theduration of either period).

A ‘‘small company’’ is defined for these purposes by reference to whether the company meets certaintests relating to a company’s balance sheet, total turnover and average number of employees in aparticular period (although the Secretary of State for Trade and Industry may, by order, modify themoratorium eligibility qualifications and the definition of Small Company).

During the period for which a moratorium is in force in relation to a company, amongst other things, nowinding up may be commenced or administration application made or administrative receiver appointedto that company, no security created by that company over its property may be enforced (except with theleave of the Court), no other proceedings or legal process may be commenced or continued in relationto that company (except with the leave of the Court) and the company’s ability to make payments inrespect of debts and liabilities existing at the date of the filing for the moratorium is curtailed. In addition,if the holder of security (the Chargee) created by that company consents or if the Court gives leave, thecompany may dispose of the secured property as if it were not subject to the security. Where the propertyin question is subject to a security which as created was a floating charge, the chargee will have thesame priority in respect of any property of the company directly or indirectly representing the propertydisposed of as he would have had in respect of the property subject to the security. Where the securityin question is other than a floating charge, it shall be a condition of the chargee’s consent or the leaveof the Court that the net proceeds of the disposal shall be applied towards discharging the sums securedby the security.

Certain small companies may, however, be excluded from being eligible for a moratorium (although theSecretary of State may, by regulations, modify such exclusions), including those which, at the time offiling for the moratorium, are party to a capital market arrangement under which a party incurs or, whenthe agreement in question was entered into was expected to incur, a debt of at least £10 million underthe arrangement and which involves the issue of a capital market investment. The definitions ofcapital market arrangement and capital market investment are broadly equivalent to those used inthe exception to the prohibition on appointment of an administrative receiver and, similarly, the Issuerconsiders that the exclusion will apply both in respect of the Issuer and the Borrower in the context of thetransactions described in this document. There is also an exclusion from being eligible for a moratoriumfor companies that on the date of filing have incurred a liability (including a future contingent liability) ofat least £10 million and therefore the Issuer considers that this exclusion would also apply in respect ofthe Issuer and the Borrower in the context of the transactions described in this document.

(iii) Enterprise Act

As explained above, the provisions of the Enterprise Act amending the corporate insolvency provisionsof the Insolvency Act came in to force on 15 September 2003. In addition to the introduction of aprohibition on the appointment of an administrative receiver, section 176A of the Insolvency Act providesthat any receiver, liquidator or administrator of a company is required to make a ‘‘prescribed part’’ of the

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company’s ‘‘net property’’ available for the satisfaction of unsecured debts in priority to the claims of thefloating charge holder (Ring Fencing). This requirement applies to all floating charges created on orafter 15 September 2003, including those that fall within the exception to the appointment ofadministrative receivers such as the Punch Taverns B Deed of Charge and the Issuer Deed of Charge.

The company’s ‘‘net property’’ is defined as the chargor’s property which would be available forsatisfaction of debts due to the holder(s) of any debentures secured by a charge that, as created, wasa floating charge and so refers to any floating charge realisations less any amounts payable to thepreferential creditors or in respect of those expenses of the receivership, liquidation or administration (asthe case may be) which are permitted by law to be paid out of floating charge realisations. The‘‘prescribed part’’ is defined in the Insolvency Act 1986 (Prescribed Part) Order 2003 (SI 2003/2097) tobe an amount equal to 50 per cent. of the first £10,000 of floating charge realisations plus 20 per cent.of the floating charge realisations thereafter, provided that such amount may not exceed £600,000.

The obligation does not apply if the net property is less than a prescribed minimum (currently £10,000)and the relevant officeholder is of the view that the cost of making a distribution to unsecured creditorswould be disproportionate to the benefits. The relevant officeholder (i.e. the receiver, the liquidator oradministrator) may also apply to court for an order that the provisions of section 176A should not applyon the basis that the cost of making a distribution would be disproportionate to the benefits even if thenet property exceeds the prescribed minimum.

Accordingly, in relation to the floating charges created after 15 September 2003, floating chargerealisations upon the enforcement of those charges may be reduced by the operation of the ring fencingprovisions.

Finally, the Enterprise Act has brought further changes: (a) categories of preferential debt payable to theCrown, including debts due to the Inland Revenue in respect of PAYE, debts due to H.M. Customs andExcise in respect of VAT and social security contributions, were abolished. This amendment affects allfloating charges whenever created; and (b) the Enterprise Act replaced the administration regime thatexisted prior to the Enterprise Act in its entirety with a new, streamlined administration procedure.

(iv) Recharacterisation of Fixed Security Interest

There is a possibility that a Court could find that the fixed security interests expressed to be created bythe security documents governed by English law could take effect as floating charges as the descriptiongiven to them as fixed charges is not determinative.

Where the Obligor is free to deal with the secured assets without the consent of the chargee, the Courtwould be likely to hold that the security interest in question constitutes a floating charge, notwithstandingthat it may be described as a fixed charge. In particular it should be noted that the Borrower is, in orderto carry out effective estate management, permitted to agree to amendments, waivers and consents to,and under, the provisions of any tenancy agreement entered into between any Obligor (including theBorrower) and the operator of a pub (which shall include, for the avoidance of doubt, a tenancy at will)in respect of a Punch Taverns B Mortgaged Property (each a Tenancy Agreement), including in respectof the payment of rents.

Whether the fixed security interests will be upheld as fixed security interests rather than floating securityinterests will depend, among other things, on whether the Borrower Security Trustee or, as the case maybe, the Issuer Security Trustee has the requisite degree of control over the Obligors’ ability to deal in therelevant assets and the proceeds thereof and, if so, whether such control is exercised by the BorrowerSecurity Trustee or, as the case may be, the Issuer Security Trustee in practice.

If the fixed security interests are recharacterised as floating security interests, the claims of (i) theunsecured creditors of the relevant Obligor or, as the case may be, the Issuer in respect of that part ofthe Obligor’s or, as the case may be, the Issuer’s net property which is ring fenced as a result of theEnterprise Act (see the investment consideration entitled Enterprise Act above); and (ii) certainstatutorily defined preferential creditors of the relevant Obligor or, as the case may be, the Issuer, mayhave priority over the rights of the Borrower Security Trustee or the Issuer Security Trustee, as the casemay be, to the proceeds of enforcement of such security. In addition, the expenses of an administrationwould also rank ahead of the claims of the Borrower Security Trustee or the Issuer Security Trustee asfloating charge holder (see below in respect of liquidation expenses).

A receiver appointed by the Borrower Security Trustee or the Issuer Security Trustee would be obligedto pay preferential creditors out of floating charge realisations in priority to payments to the Punch

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Taverns B Secured Parties and the Issuer Secured Creditors (including the Noteholders), respectively.Following the coming into force of the insolvency provisions of the Enterprise Act on 15 September 2003,the only remaining categories of preferential debts are certain amounts payable in respect ofoccupational pension schemes, employee remuneration and levies on coal and steel production.

Recent case law has suggested that if a company to which a receiver is appointed was subsequentlyplaced into liquidation which ran concurrently with the receivership, the receiver would not be obliged topay the expenses of the liquidator (which are prescribed in the Insolvency Rules 1986) out of the floatingcharge realisations in priority to payments to holders of the security. It has been suggested thatlegislation be introduced to reverse some of the effects of that case law. It is not clear the extent of anysuch legislation but it may be that, in such circumstances, a receiver appointed in respect of an Obligor’sassets would be obliged to pay the expenses of a concurrent liquidator in priority to payments to thePunch Taverns B Secured Parties or the Issuer Secured Creditors (including the Noteholders), asfloating charge holder, as the case may be. If the Borrower Security Trustee or the Issuer SecurityTrustee were prohibited from appointing an administrative receiver by virtue of the amendments madeto the Insolvency Act by the Enterprise Act, or failed to exercise their respective rights to appoint anadministrative receiver within the relevant notice period and the Obligor or, as the case may be, theIssuer were to go into administration, the expenses of the administration would also rank ahead of theclaims of the Borrower Security Trustee or Issuer Security Trustee as floating charge holder.

Furthermore, in such circumstances, the administrator would be free to dispose of floating charge assetswithout the leave of the court, although the Borrower Security Trustee or Issuer Security Trustee (as thecase may be) would have the same priority in respect of the property of the company representing theproceeds of disposal of such floating charge assets, as it would have had in respect of such floatingcharge assets.

Section 245 of the Insolvency Act provides that, in certain circumstances, a floating charge granted bya company is void save to the extent of certain types of consideration received by the Obligor at the sametime or after the creation of the charge. If a floating charge is held to be wholly invalid then it will not bepossible to appoint an administrative receiver of such company and, therefore, it will not be possible toprevent the appointment of an administrator of such company. Section 245 of the Insolvency Act providesthat, if a liquidator or administrator is appointed to the relevant Obligor within a period of 2 years (therelevant time) commencing upon the date on which that Obligor grants a floating charge then thatfloating charge will only be valid to the extent of certain types of consideration received by that Obligorat the same time or after the creation of the charge.

(b) Change of law

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

(c) European Monetary Union

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

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(d) Proposed changes to the Risk-Weighted Asset Framework

On 26 June 2004 the Basel Committee on Banking Supervision published the final revised framework forthe reform of the 1988 Capital Accord. The framework places enhanced emphasis on market discipline.In parallel, the European Commission has published its proposals for reform of the existing EUconsolidated Banking Directive and EU Capital Adequacy Directive which are based on the 1988 CapitalAccord and apply to banks and investment firms in the European Union. However these proposals havenot yet been adopted as a Directive and may be subject to change. If adopted in their current form, theproposals could affect risk weighting of the Notes in respect of certain investors if those investors areregulated in a manner which will be affected by such proposals. Consequently, prospective purchasersshould consult their own advisers as to the consequences to and effect on them of the potentialapplication of the proposals. The Issuer cannot predict the precise effects of potential changes whichmight result if the proposals were adopted in their current form. The proposals are currently scheduledto be implemented by 1 January 2007, except as regards more advanced approaches to credit andoperational risk which would be available by 1 January 2008.

(e) Introduction of International Financial Reporting Standards

Under the terms of the Issuer/Borrower Facility Agreement, each Obligor has agreed that the conduct ofthe future operations and business of the New Securitisation Group will be subject to certain financialcovenants (as described in the section entitled Summary of Principal Documents – Issuer/BorrowerFacility Agreement below). In addition, certain further provisions of the Transaction Documents containconditions and/or triggers which are based upon assessments of the financial condition of the businessof the New Securitisation Group calculated by reference to the financial statements produced in respectof the Borrower and the New Securitisation Group. These financial and other covenants have been setat levels which are based on the accounting principles, standards, conventions and practices generallyaccepted in the United Kingdom at the current time and which are adopted by the Securitisation Group.

It is possible that any future changes in these accounting principles, standards, conventions andpractices which are adopted by the New Securitisation Group may result in significant changes in thereporting of its financial performance. This, in turn, may necessitate that the terms of the financialcovenants are renegotiated. The Issuer/Borrower Facility Agreement will provide that should any suchchange to accounting principles, standards, conventions and practices occur, the Borrower SecurityTrustee will negotiate and agree such amendments to the financial covenants as may be necessary togrant the Issuer protection comparable to that granted by the financial covenants on the Fourth ClosingDate. See also the risk factor above entitled Tax Consequences arising from the Introduction ofInternational Financial Reporting Standards.

To the extent that no agreement can be reached as to the required changes, the Obligors will be requiredto produce financial statements prepared on the basis of the accounting principles, standards,conventions and practices prevailing before such change for the purposes of the financial covenants andto provide a reconciliation between those financial statements and those prepared in accordance with thechanged accounting principles, standards, conventions and practices adopted by the New SecuritisationGroup. In addition, such future changes to accounting principles, standards, conventions and practicesmay result in changes to the equity and/or subordinated debt capital structure of the New SecuritisationGroup being required in order to allow the Obligors to make Restricted Payments in circumstanceswhere the Restricted Payment Condition is satisfied (as such terms are defined in the section entitledSummary of Principal Documents – Issuer/Borrower Facility Agreement – Restrictions onPayments outside the New Securitisation Group). Any such changes will, however, only be permittedto the extent that the Borrower Security Trustee determines that such changes would not be materiallyprejudicial to the Punch Taverns B Secured Parties or if a Rating Confirmation has been provided by theRating Agencies.

The introduction of IFRS and/or the convergence of UK GAAP with IFRS may be events that willnecessitate the renegotiation of the terms of the financial covenants.

(f) Forward-looking Statements

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

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speculative and involve risk and uncertainty. As such statements are inherently subject to risks anduncertainties, there are a number of factors that could cause actual results and developments to differmaterially from those expressed in or implied by such forward-looking statements. Such risks anduncertainties include but are not limited to (a) risks and uncertainties relating to the United Kingdomeconomy, the United Kingdom pub industry, consumer demand, beer consumption levels and govern-ment regulation and (b) such other risks and uncertainties detailed herein. All written and oralforward-looking statements attributable to the Punch Group and the Issuer or persons acting on theirbehalf are expressly qualified in their entirety by the cautionary statements set forth in this paragraph.Prospective purchasers of the Notes are cautioned not to put undue reliance on such forward-lookingstatements. Neither the Punch Group nor the Issuer will undertake any obligation to publish any revisionsto these forward-looking statements to reflect circumstances or events occurring after the date of thisdocument.

The Issuer believes that the risks described above are the principal risks inherent in the transaction forNoteholders, but an inability of the Issuer to pay interest, principal or other amounts on or in connectionwith the Notes may occur for other reasons and the Issuer does not represent that the above statementsregarding the risk of holding the Notes are exhaustive. Although the Issuer believes that the variousstructural elements described in this Offering Circular lessen some of these risks for Noteholders, therecan be no assurance that these measures will be sufficient to ensure payment to Noteholders of interest,principal or any other amounts due on or in connection with the Notes on a timely basis or at all.

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SUMMARY OF PRINCIPAL DOCUMENTS

The following is a summary of certain provisions of the principal documents relating to the transactionsdescribed herein and is qualified in its entirety by reference to the detailed provisions of each of theTransaction Documents.

(1) Issuer/Borrower Facility Agreement

Under the amended and restated Issuer/Borrower Facility Agreement to be dated on or about the FourthClosing Date (the Issuer/Borrower Facility Agreement), the Issuer will agree, subject to certainconditions precedent, to make available to the Borrower on the Fourth Closing Date the Second NewTerm Facilities.

(a) Second New Term Facilities

The following term loan facilities will be made available to the Borrower on the Fourth Closing Date.

(i) a new secured term loan facility in aggregate principal amount of £250,000,000 (the Term A7Facility);

(ii) a new secured term loan facility in aggregate principal amount of £250,000,000 (the Term A8Facility); and

(iii) a new secured term loan facility in aggregate principal amount of £125,000,000 (the Term C1Facility).

(b) Defined terms

The term Second New Term Facilities shall mean the Term A7 Facility, the Term A8 Facility and theTerm C1 Facility. The advances under the Second New Term Facilities shall be Second New TermAdvances. The term Term Facilities shall mean each facility made available from time to time under theIssuer/Borrower Facility Agreement. The term Term Advances shall mean the advances from time totime under the Term Facilities.

(c) Use of Second New Term Facilities Proceeds

The gross proceeds of the issue of the Second New Notes will be £625,000,000. Upon the satisfactionof certain conditions precedent on or prior to the Fourth Closing Date, the Issuer will use the proceedsof the issue in the following manner:

(i) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000(the Term A7 Advance);

(ii) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000(the Term A8 Advance); and

(iii) in advancing a new term advance to the Borrower in aggregate principal amount of £125,000,000(the Term C1 Advance).

The Borrower will apply the Second New Term Advances on the Fourth Closing Date in the followingmanner:

(i) in prepaying in full the Class A1 Term Facility on the Fourth Closing Date, less the amount of theClass A1 Term Facility written down in connection with the cancellation of any Class A1 Notesacquired by the Borrower pursuant to the Tender Offer (See Summary of the Transaction and theTerms and Conditions of the Second New Notes and Related Matters – Existing FloatingRate Notes and Existing Fixed Rate Notes – Tender Offers above);

(ii) in prepaying in full the Class A2 Term Facility on the Fourth Closing Date, less the amount of theClass A2 Term Facility written down in connection with the cancellation of any Class A2 Notesacquired by the Borrower pursuant to the Tender Offer (See Summary of the Transaction and theTerms and Conditions of the Second New Notes and Related Matters – Existing FloatingRate Notes and Existing Fixed Rate Notes – Tender Offers above);

(iii) in prepaying in full the Class A4 Term Facility on the Fourth Closing Date, less the amount of theClass A4 Term Facility written down in connection with the cancellation of any Class A4 Notesacquired by the Borrower pursuant to the Tender Offer (See Summary of the Transaction and theTerms and Conditions of the Second New Notes and Related Matters – Existing FloatingRate Notes and Existing Fixed Rate Notes – Tender Offers above);

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(iv) in prepaying in full of the Class A5 Term Facility on the Fourth Closing Date (including any premiumpayable with respect to the early redemption of the Class A5 Notes), less the amount of the ClassA5 Term Facility written down in connection with the cancellation of any Class A5 Notes acquiredby the Borrower pursuant to the Tender Offer (See Summary of the Transaction and the Termsand Conditions of the Second New Notes and Related Matters – Existing Floating Rate Notesand Existing Fixed Rate Notes – Tender Offers above);

(v) in acquiring those Existing Floating Rate Notes in respect of which any Tender Offer made by theBorrower has been accepted following which the Borrower will surrender such Notes to the Issuerfor cancellation by way of set-off against the relevant Term Advances;

(vi) in acquiring the business, assets and goodwill of the InnSpired Sub-Group and Centrum;

(vii) in purchasing the business, assets and goodwill of certain Pubs from PGRP and Jubilee;

(viii) in making loans and/or distributions to other companies elsewhere in the Punch Group (includingto the companies within the New Securitisation Group);

(ix) in paying transaction costs and expenses; and

(x) for other purposes of the Punch Group including the acquisition of the Avebury Sub-Group.

(d) Conditions Precedent to Drawdown

It will be a condition precedent to the Issuer making any of the Second New Term Facilities available tothe Borrower on the Fourth Closing Date that the Borrower Security Trustee is satisfied that, inter alia:

(a) the Transaction Documents have been duly executed by the parties thereto;

(b) the Second New Notes have been issued and the subscription proceeds received by or on behalfof the Issuer;

(c) each of the Note Trustee, the Issuer Security Trustee, the PG Security Trustee and the BorrowerSecurity Trustee has consented to the amendments to be made to the Transaction Documents (asapplicable) on the Fourth Closing Date on the basis that they are not materially prejudicial to orhave been sanctioned by an Extraordinary Resolution of the holders of the Existing Fixed RateNotes;

(d) the Rating Agencies have confirmed to the Issuer Security Trustee and the Borrower SecurityTrustee that: (i) the Class A7 Notes to be issued by the Issuer for the purpose of financing the TermA7 Facility are assigned ratings of ‘‘AAA’’ by Fitch, ‘‘AAA’’ by S&P and ‘‘Aaa’’ by Moody’s; (ii) theClass A8 Notes to be issued by the Issuer for the purpose of financing the Term A8 Facility areassigned ratings of ‘‘AAA’’ by Fitch, ‘‘AAA’’ by S&P and ‘‘Aaa’’ by Moody’s; (iii) the Class C1 Notesto be issued by the Issuer for the purpose of financing the Term C1 Facilities are assigned ratingsof ‘‘BBB’’ by Fitch, ‘‘BBB’’ by S&P and ‘‘Baa3’’ by Moody’s; (iv) no class of Existing Fixed Rate Noteswill be downgraded as a result of the proposed issue and (v) the Class B1 Notes and the Class B2Notes will be upgraded to ‘‘BBB+’’ by Fitch and S&P);

(e) delivery has been made of the Overview Report and the Registered Title Reports, writtenundertakings addressed to the Borrower Security Trustee from the New Securitisation Group’ssolicitors (in a form acceptable to the Borrower Security Trustee) to hold the title deeds anddocuments to the Estate to the order of the Borrower Security Trustee, the Fourth ValuationCertificate and the legal opinions, addressed, in the case of the undertaking to the BorrowerSecurity Trustee and/or its solicitors and in each other case, to, inter alios, the Borrower SecurityTrustee and the Issuer;

(f) deeds of release and discharge and, where appropriate, letters of non-crystallisation have beenduly executed or provided in respect of all the existing security and any other security affecting orappearing to affect the Pubs or any part of it;

(g) delivery has been made of solvency certificates from each member of the New SecuritisationGroup;

(h) various insurance policies in relation to the Estate, have been assigned by way of security to theBorrower Security Trustee and notice of such assignment has been given to the relevant insurer;and

(i) the Transaction Documents that are to be executed on the Fourth Closing Date have been dulyexecuted by the parties thereto.

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Fourth Valuation Certificate means the valuation certificate to be dated 29 July 2005 issued by DTZ,in form and substance satisfactory to the Borrower Security Trustee and MBIA and relating to thevaluation of the Estate and addressed to, among others, the Issuer, the Borrower Security Trustee,MBIA, the Arranger and the Lead Managers;

Overview Report means the overview report prepared by Slaughter and May dated 29 July 2005 inrespect of the Registered Title Reports, in form and substance satisfactory to the Borrower SecurityTrustee and MBIA; and

Registered Title Reports means the registered title reports prepared by TLT, Ford and Warren, Kimbellsand Campbell Smith dated on or about 29 July 2005 in respect of a sample of 1083 Pubs in the Estateincluding all of the leasehold Pubs, in form and substance satisfactory to the Borrower Security Trusteeand MBIA.

(e) Interest

The rate of interest in respect of the Term A7 Advance will be 4.777 per cent. per annum.

The rate of interest in respect of the Term A8 Advance will be:

(a) from (and including) the Fourth Closing Date up to (but excluding) the Interest Payment Date fallingin June 2015 (the Class A8 Step-Up Date) the aggregate of (i) LIBOR (as defined in the Termsand Conditions of the Notes) and (ii) a margin of 0.29 per cent. per annum (the Term A8 Margin);and

(b) from (and including) the Class A8 Step-Up Date, the aggregate of (i) LIBOR (as defined in theTerms and Conditions of the Notes), (ii) the Term A8 Margin and (iii) an additional margin of0.42 per cent. per annum (the Term A8 Step-Up Margin and that part of any interest referable tothe Term A8 Step-Up Margin and any interest accrued thereon being the Term A8 Step-UpAmounts).

The rate of interest in respect of the Term C1 Advance will:

(a) from (and including) the Fourth Closing Date up to (but excluding) the Interest Payment Date fallingin June 2015 (the Class C1 Step-Up Date) the aggregate of (i) LIBOR (as defined in the Termsand Conditions of the Notes) and (ii) a margin of 1.11 per cent. per annum (the Term C1 Margin);and

(b) from (and including) the Class C1 Step-Up Date, the aggregate of (i) LIBOR (as defined in theTerms and Conditions of the Notes), (ii) the Term C1 Margin and (iii) an additional margin of1.65 per cent. per annum (the Term C1 Step-Up Margin and that part of any interest referable tothe Term C1 Step-Up Margin and any interest accrued thereon being the Term C1 Step-UpAmounts).

The Borrower will be permitted to set-off any net payment owed to it on any Interest Payment Date bythe Issuer under the Issuer/Borrower Swap Agreement against its obligation to pay to the Issuer thefloating rates of interest on the Term A8 Advance and the Term C1 Advance due on that Interest PaymentDate. See further the section entitled Summary of Principal Documents – Issuer/Borrower SwapAgreement below.

(f) Fees

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

(g) Repayment

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

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and the Class C1 Notes and which are set out in Condition 5(b)(i) (subject to such amounts having beenprepaid prior to that date as described below). The final instalment (subject to such amounts having beenprepaid prior that date as described below) therefore will be the instalment due in respect of the Term C1Facility in June 2035.

(h) Prepayment

The Borrower will be entitled to prepay, in whole or in part, the Term A3 Facility, the Term A6 Facility, theTerm A7 Facility, the Term A8 Facility, the Term B1 Facility, the Term B2 Facility or the Term C1 Facility,subject to satisfaction of certain conditions:

(a) the Term A3 Facility is prepayable in an amount equal to the amount required to prepay the ClassA3 Notes pursuant to Condition 5(c)(iii)(aa) together with all accrued but unpaid interest on theTerm A3 Facility up to (and including) the date of prepayment; and

(b) the Term A6 Facility will be prepayable in an amount equal to the amount required to prepay theClass A6 Notes pursuant to Condition 5(c)(iii)(bb) together with all accrued but unpaid interest onthe Term A6 Facility up to (and including) the date of prepayment;

(c) the Term A7 Facility will be prepayable in an amount equal to the amount required to prepay theClass A7 Notes pursuant to Condition 5(c)(iii)(cc) together with all accrued but unpaid interest onthe Term A7 Facility up to (but excluding) the date of prepayment and the fee payable by theBorrower to the Issuer in respect of MBIA Prepayment Fees in respect of the Class A7 Notes to beredeemed using such amounts;

(d) the Term A8 Facility will be prepayable in an amount equal to the amount required to prepay theClass A8 Notes pursuant to Condition 5(c)(iii)(dd) together with all accrued but unpaid interest onthe Term A8 Facility up to (but excluding) the date of prepayment and the termination payment dueto the Issuer in respect of the termination of the Issuer/Borrower Swap Agreement to the extentrelated to prepayment of the Term A8 Facility and the fee payable by the Borrower to the Issuer inrespect of the MBIA Prepayment Fees payable in respect of the Class A8 Notes to be redeemedusing such amounts;

(e) in respect of the Term B1 Facility, the Term B1 Facility is prepayable in an amount equal to theamount required to prepay the Class B1 Notes pursuant to Condition 5(c)(iii)(ee) together with allaccrued but unpaid interest on the Term B1 Facility up to (but excluding) the date of prepayment;

(f) in respect of the Term B2 Facility, the Term B2 Facility will be prepayable in an amount equal to theamount required to prepay the Class B2 Notes pursuant to Condition 5(c)(iii)(ff) together with allaccrued but unpaid interest on the Term B2 Facility up to (but excluding) the date of prepayment;and

(g) in respect of the Term C1 Facility, the Term C1 Facility will be prepayable in an amount equal to theamount required to prepay the Class C1 Notes pursuant to Condition 5(c)(iii)(gg) together with allaccrued but unpaid interest on the Term C1 Facility up to (but excluding) the date of prepaymentand the termination payment due to the Issuer in respect of the termination of the Issuer/BorrowerSwap Agreement to the extent related to prepayment of the Term C1 Facility.

Where a Swap Transaction is terminated (in whole or in part) in connection with any prepayment and asa consequence an amount is payable by the relevant Swap Provider to the Issuer, the Issuer will berequired to pay by way of fee an amount equal to such amount (less any associated costs of the Issuer)to the Borrower. Conversely, where a Swap Transaction is terminated (in whole or in part) in connectionwith any prepayment and as a consequence an amount is payable by the Issuer to the relevant SwapProvider, the Borrower will be required to pay by way of fee an amount equal to such amount (plus anyassociated costs of the Issuer) to the Issuer.

Any prepayment of amounts outstanding under any Term Facility (including any Further Term Facilityand/or New Term Facility): (i) will take place in accordance with the order of redemption specified inCondition 5(c)(ii); and (ii) will be applied against the relevant Term Facility in a manner correspondingto that set out in Condition 5(c)(vii).

In certain circumstances, as set out in Condition 5(d), the Borrower may prepay the Term Facilities inamounts calculated in accordance with those Terms and Conditions of the Notes.

(i) Mandatory prepayment from the Disposal Proceeds Account and the CapEx Account

The Borrower shall be obliged to use the net sale proceeds arising from:

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(a) a Permitted Disposal (the relevant Net Sale Proceeds) or a compulsory purchase to prepay theTerm Advances to the extent that the relevant Net Sale Proceeds or compulsory purchase proceedsremain credited to the Disposal Proceeds Account 18 months after the sale of the Pub which gaverise to the relevant Net Sale Proceeds or compulsory purchase proceeds; and

(b) the disposal of Pubs in excess of the restrictions set out below as described in Summary ofPrincipal Documents – Issuer/Borrower Facility Agreement – Permitted Disposals

to prepay the Term Advances, in each case such prepayment being made on the Interest Payment Dateimmediately following the date upon which the relevant disposal proceeds become required to be appliedin prepayment of the Term Advances and such prepayment being applied in the order set out inCondition 5(c)(ii).

The Borrower shall also be obliged to prepay the Term Advances if any Investment CapEx ShortfallAmount has remained in the CapEx Account for longer than 12 months after the date of deposit, suchprepayment being made on the Interest Payment Date immediately following the date upon which therelevant amounts become required to be applied in the order of prepayment of the Term Advances as setout above.

In addition, if on any Financial Quarter Date the Debt Service Cover Ratio is less than or equal to X:1,then any amounts by which the aggregate amount standing to the credit of the Disposal ProceedsAccount exceeds £10,000,000 shall be applied on the next Interest Payment Date to prepay the TermAdvances. If, at the end of the two Financial Quarters immediately following such Financial Quarter Date,the Debt Service Cover Ratio is less than X:1 any amounts by which the aggregate amount standing tothe credit of the Disposal Proceeds Account exceeds £5,000,000 at the end of such period of twoFinancial Quarters shall be used to prepay the Term Advances in each case, as set out above.

On receipt of any such prepayment of the Term Advances the Issuer will be required to effect an optionalredemption of the relevant class(es) of Notes, corresponding to the Term Advances so prepaid.

To the extent that any such prepayment gives rise to the payment of any redemption premium on theNotes or swap termination costs under the Issuer/Borrower Swap Agreement or Second MBIAPrepayment Fees in respect of the Notes to be redeemed using such amounts prepaid, the amountavailable to effect the prepayment shall be reduced by the amount required to pay any such redemptionpremium, swap termination costs and Second MBIA Prepayment Fees.

For these purposes:

X shall be:

(a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date fallingin August 2009, 1.60;

(b) from (and including) the Financial Quarter Date falling in the Financial Year commencing in August2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specifiedin the relevant column in Appendix 5; and

(c) thereafter, 1.35.

(j) Effect of purchase of Notes

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

(k) Reduction of notional amount of Swap Transactions

In the event of a prepayment (or deemed prepayment as described above) of amounts outstanding underany Term Facility, the Issuer will be required to reduce the corresponding notional amount of the SwapTransactions and the Borrower will be required to reduce the corresponding notional amount of the

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relevant Issuer/Borrower Swap Agreement, if the relevant Term Facility is the Term A8 Facility or the TermC1 Facility. The reduction of the notional amount of the Swap Transactions may result in terminationpayments becoming due and payable. See further Summary of Principal Documents – Issuer/Borrower Facility Agreement – Prepayment.

(l) Withholding Tax

In the event of the Borrower having to make any payment subject to a withholding or deduction for or onaccount of tax, the Borrower is required to make an additional payment to the Issuer so that the totalamount received by the Issuer is the amount that would have been received if no withholding ordeduction had been required.

(m) Representations and Warranties

No independent investigation with respect to the matters warranted in the Issuer/Borrower FacilityAgreement has been or will be made by the Issuer, MBIA or the Borrower Security Trustee, other thana search on the Fourth Closing Date against each Obligor in the relevant file held by the Registrar ofCompanies and at the Companies Court in respect of winding-up petitions and in the Register ofInhibitions and Adjudications in Scotland, and searches at the appropriate land registry/land chargesregistry (or the Scottish equivalent) in respect of the New Pubs.

The Issuer/Borrower Facility Agreement will include warranties by each Obligor on the Fourth ClosingDate, the effect of breach of which may be limited by a materiality qualification in certain circumstances,as to the following and other matters:

(a) due incorporation in respect of each Obligor;

(b) all necessary governmental and other consents, approvals, licences, registration, filings, paymentsof taxes, notarisations required and other approvals, authorisations and notifications necessary toown its property and assets and for the conduct of its business;

(c) there being no litigation, arbitration, administrative proceedings or governmental or regulatoryinvestigations, proceedings or disputes commenced or threatened against any Obligor or its assetsor revenues;

(d) there being no encumbrance existing over all or any of any Obligor’s present or future revenues,undertakings or assets other than certain permitted encumbrances save as revealed in the duediligence reports in relation to property matters to be delivered to the Borrower Security Trustee onor before the Fourth Closing Date;

(e) no Borrower Event of Default or Potential Borrower Event of Default having occurred;

(f) subject to certain reservations, each security document to which such Obligor is a party creates thesecurity interest which that security document purports to create;

(g) the claims of the Punch Taverns B Secured Parties against any Obligor will rank at least pari passuwith the claims of all its other unsecured creditors, save those whose claims are preferred solelyby any bankruptcy, insolvency, liquidation or other similar laws of general application;

(h) save to the extent disposed of as a Permitted Disposal or a Permitted Transaction or as revealedin the relevant due diligence report in relation to property matters or any relevant certificate of titledelivered to the Borrower Security Trustee and subject to the security documents, the relevantObligor is the absolute legal owner and/or the absolute beneficial owner of, and has a good andmarketable title in its own name to, its interest in all of the Pubs;

(i) no Obligor is aware of any transaction or encumbrance or other event or circumstance createdwhich would require any adverse change to any Certificate of Title (as amended by the RegisteredTitle Reports), the Registered Title Report or the Overview Report if it were to be reissued at theFourth Closing Date;

(j) each of the tenancy agreements is substantially in the form of one or other of the standard formleases used by the Borrower and has not been varied in any way which would have a materialadverse effect since its grant;

(k) each of the Pubs in the Estate having full ‘‘on’’ liquor licences in full force and effect;

(l) each of the material contracts is in full force and effect and constitutes a legal, valid and bindingobligation of the parties thereto and is enforceable in accordance with its terms (subject to generalequitable principles, the time barring of claims, the rights of creditors and to the laws of insolvency);

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(m) each insurance policy is in full force and effect and there are no outstanding claims under any suchinsurance policy which are not expected to be covered by such policies and buildings insurance ismaintained in an amount at least equal to the aggregate full replacement cost of the Pubs;

(n) it has not received written notification from any competition authority regarding the validity of the tiearrangements in any tenancy agreement or any other agreement, arrangement, concerted practiceor conduct in which any Obligor has been involved, nor is it currently a party to, or in receipt ofwritten notification from any party regarding the intention of any such party to commence anyproceedings under any competition law to challenge the validity of such tie arrangements;

(o) save to the extent disposed of as permitted in the Transaction Documents or as disclosed in theOverview Report and Registered Title Reports or where legal ownership remains held on trust forthe Borrower, it is the absolute legal and beneficial owner of, and has good and marketable title inits own name, to its interest in all of the Punch Taverns B Mortgaged Properties in respect of whichit purports to create security under the Punch Taverns B Deed of Charge;

(p) all information and any statements of fact provided by the Borrower or any other New SecuritisationGroup Member in connection with the preparation of and/or contained in the Fourth ValuationCertificate, the Overview Report and the Registered Title Report is, and remains in each case, trueand accurate in all material respects and there is no other information known to the Borrower or anyother member of the New Securitisation Group which would be likely to affect in a material way theimpact of the information so supplied; and

(q) the reorganisation effected to constitute the New Securitisation Group as described in this OfferingCircular has been effected in accordance with the applicable laws and the memoranda and articlesof association of each New Securitisation Group Entity.

Furthermore, the above warranties will be repeated by each Obligor:

(a) on the date on which any Further Term Advance or New Term Advance is made by reference to thedocuments applicable to such Further Term Advance and/or New Term Advance and any offeringcircular applicable to any Further Notes and/or New Notes being issued at that time and the factsand circumstances then existing; and

(b) in the case of certain of the representations and warranties, on each Interest Payment Date, byreference to the facts and circumstances then existing and subject to the effect of breach beinglimited by reference to a materiality qualification in certain circumstances.

(n) Financial information

The Borrower shall deliver to, inter alios, the Borrower Security Trustee, the Principal Paying Agent, theNote Trustee and (prior to the occurrence of an MBIA Termination Event or MBIA Event of Default) MBIA:

(a) the audited annual financial statements and related auditor’s reports for the Borrower (where suchstatutory accounts are required to be produced by law) and the audited consolidated financialstatements (including balance sheet, profit and loss and cashflow statements) and related auditor’sreports of the New Securitisation Group for such Financial Year in each case as soon as the samebecome available but in any event within 120 days after the end of each of its Financial Years;

(b) the unaudited semi-annual financial statements for the Borrower as soon as the same becomeavailable, but in any event within 120 days after the end of the second Financial Quarter of eachof its Financial Years;

(c) the unaudited consolidated semi-annual financial statements for the New Securitisation Groupwhich will include the then mark-to-market valuation in relation to the Borrower’s derivativeinstruments as soon as the same become available, but in any event within 120 days after the endof the second Financial Quarter of each of its Financial Years; and

(d) the unaudited consolidated financial statements of the New Securitisation Group as soon as thesame become available in respect of the then current Financial Year on a year to date basis fromthe commencing of the then current Financial Year to the end of such Financial Quarter and alsoin respect of the Financial Quarter ending on such Financial Quarter Date, but in any event within45 days after the end of the Financial Quarter.

In addition, the Borrower shall produce an investor report (the Investor Report) setting out, inter alia:

(a) the consolidated net assets of the New Securitisation Group as at the end of the relevant FinancialQuarter;

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(b) the EBITDA, FCF Covenant, Debt Service, Debt Service Cover Ratio, Excess Cash and Free CashFlow;

(c) whether or not a Borrower Event of Default or Potential Borrower Event of Default has occurred orif it has occurred a description thereof and the action taken or proposed to be taken to remedy it;

(d) whether or not the financial covenants (as described in Summary of Principal Documents –Issuer/Borrower Facility Agreement – DSCR Covenant and Net Worth Covenant below) have,when tested at the end of the Financial Quarter, been observed, supported by reasonably detailedcalculations;

(e) the CapEx Amount and the Investment CapEx Amount in the Financial Quarter to which theInvestor Report relates; and

(f) whether the Restricted Payments Conditions were satisfied in respect of the Financial Quarter towhich the Investor Report relates and the amount of Permitted Restricted Payments made duringsuch Financial Quarter,

relating to each of the first and second Financial Quarters of each Financial Year which shall bepublished on Bloomberg (or such other electronic news services as may be approved by the NoteTrustee) within 5 days of the date of publication of the unaudited half yearly financial statements of Punchand the Borrower shall procure that an Investor Report containing such above information relating toeach of the third and fourth Financial Quarters of each Financial Year shall be published on Bloomberg(or such other electronic news services as may be approved by the Note Trustee) within 5 days of thedate of publication of the audited annual financial statements of Punch. The Borrower shall also producean Investor Report in relation to the period from the Fourth Closing Date to (and including) 20 August 2005,adjusted as appropriate to reflect such short period.

In addition, the Borrower shall, as soon as reasonably practicable, after the same are supplied or madeavailable, furnish the Borrower Security Trustee with such general information as is filed or required tobe filed with the Registrar of Companies or to be made generally available through the relevantcompanies announcement office of any internationally recognized stock exchange in respect of anyObligor, in each case, as the Finance Director of the Borrower, acting in good faith, considers materialto the interests of the Punch Taverns B Secured Parties and the Borrower Security Trustee.

(o) DSCR Covenant and Net Worth Covenant

Under the terms of the Issuer/Borrower Facility Agreement, each of the members of the New SecuritisationGroup has agreed to conduct its future operations and business subject to a debt service cover ratiocovenant and a net worth covenant.

These covenants will provide as follows:

(a) DSCR Covenant:

(i) The ratio of EBITDA to Debt Service (the Debt Service Cover Ratio) calculated as at eachFinancial Quarter Date (commencing on the second Financial Quarter Date following theFourth Closing Date) both (i) in respect of the period of two consecutive Financial Quartersended on such Financial Quarter Date and (ii) in respect of the Relevant Period ended onsuch Financial Quarter Date shall be not less than D:1 (the Debt Service Cover RatioCovenant); and

(ii) The ratio of Free Cash Flow to Debt Service (the FCF Ratio) calculated as at each FinancialQuarter Date (commencing on the second Financial Quarter Date following the FourthClosing Date) both (i) in respect of the period of two consecutive Financial Quarters ended onsuch Financial Quarter Date and (ii) in respect of the Relevant Period (only once fourFinancial Quarters have elapsed after the Fourth Closing Date) ended on such FinancialQuarter Date shall be not less than 1.1:1 (the FCF Covenant).

In addition to the above, on the first Financial Quarter Date following the Fourth Closing Date, theDebt Service Cover Ratio and the FCF Ratio will be calculated in respect of the period from theFourth Closing Date to the end of the first Financial Quarter Date following the Fourth Closing Date.

Certificates of compliance with the Debt Service Cover Ratio Covenant and the FCF Covenant willbe provided within 45 days after the end of the relevant Financial Quarter.

(b) Net Worth Covenant: Net Worth will not at any time be less than £125 million (the Net WorthCovenant).

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The Debt Service Cover Ratio Covenant and the FCF Covenant will be tested after each FinancialQuarter by reference to (i) the unaudited consolidated financial statements of the New SecuritisationGroup for the relevant Financial Quarters, extracts of which are reproduced in the Investor Reports and(ii) by reference to the audited consolidated financial statements of the New Securitisation Group to bedelivered by the Borrower to, inter alios, the Borrower Security Trustee within 120 days after the end ofeach of its Financial Years.

The Net Worth is to be tested annually, commencing with the Financial Year ending 20 August 2005, byreference to the most recent audited consolidated financial statements of the New Securitisation Groupsubject to any necessary adjustment on a continuing basis as demonstrated by the financial statementsdelivered pursuant to the Issuer/Borrower Facility Agreement.

As set out in Summary of Principal Documents — Financial Advisory Services Agreement below,the Borrower Security Trustee may request the Financial Adviser to confirm the calculations of theBorrower required in relation to the financial covenants described above.

For these purposes:

Accounting Principles means the accounting principles, standards, conventions and practices, fromtime to time and at any time generally accepted in the United Kingdom and which implement therequirements of the Companies Act 1985 (as amended by the Companies Act 1989) and of any otherlegislation or regulation, compliance with which is required by law in connection with the preparation ofaccounts by companies incorporated with limited liability, or compliance with which is generally adoptedand practised by such companies in the United Kingdom in effect from time to time and consistentlyapplied;

D shall be:


(b) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specifiedin the relevant column in Appendix 5; and


Debt Service means, in respect of any Relevant Period, Financial Quarter, Free Cash Flow Test Periodor any other period, the aggregate of all Interest Charges and principal repayments which fell due, orwhich have fallen due, to be paid by any New Securitisation Group Entity (other than the Issuer) (butwhich, for the avoidance of doubt, shall not include amounts prepaid in respect of the Term Facilities),during such Relevant Period, Financial Quarter or Free Cash Flow Test Period or other period (as thecase may be) pursuant to the Issuer/Borrower Facility Agreement and/or the Punch Taverns B Deed ofCharge;

EBITDA means, for any Relevant Period, Financial Quarter or Free Cash Flow Test Period as the casemay be, the consolidated earnings of the New Securitisation Group calculated in accordance with theAccounting Principles during such period before the deduction of:

(a) taxation;

(b) any Interest Charges;

(c) any amount attributable to amortisation of goodwill or other intangible assets and any deduction fordepreciation;

and after adjusting to exclude items referred to in (i) to (vi) below:

(i) fair value adjustments and other non-cash provisions;

(ii) items treated as extraordinary or non-operating exceptional items, as determined by reference toFinancial Reporting Standard 3 or any replacement accounting standard thereof;

(iii) any dividends declared and payable by any New Securitisation Group Entity to any person who isnot a New Securitisation Group Entity;

(iv) earnings in respect of any minority interests;

(v) any losses or gains arising from a sale of any Punch Taverns B Mortgaged Property; and

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(vi) any amount attributable to the writing up or writing down of any assets of any New SecuritisationGroup Entity after the Fourth Closing Date, or, in the case of a company becoming a subsidiaryafter the Fourth Closing Date, after the date of it becoming a subsidiary;

Financial Indebtedness means in relation to any member of the New Securitisation Group at any timeany indebtedness incurred (other than between members of the New Securitisation Group) in respect of:

(a) the principal amount, and the capitalised element (if any), of money borrowed or raised and debitbalances at banks and premiums, if any, and capitalised interest in respect thereof;

(b) the principal, premiums (if any) and capitalised interest (or the issue price thereof if issued at adiscount) in respect of any debenture, bond note, loan stock or similar debt instrument;

(c) liabilities in respect of any letter of credit, standby letter of credit, acceptance credit, bill discountingor note purchase facility and any receivables purchase, factoring or discounting arrangements(save to the extent there is no recourse to such Obligor in respect thereof);

(d) rental or hire payments under any finance lease and hire purchase agreement (excluding rental orhire payments in respect of finance leases that were in existence and classified as operating leasesunder UK GAAP at the Fourth Closing Date);

(e) the deferred purchase price of assets or services save for any such arrangement entered into in theordinary course of trading and having a term not exceeding six months from the date on which theliability was originally incurred;

(f) liabilities in respect of any foreign exchange agreement, currency swap or interest purchase orswap or other derivative transactions or similar arrangements (other than the Swap Transactions)provided that where under any applicable law, the parties to any such agreement, swap, transactionor arrangement are entitled to net off their respective liabilities to each other under that or any otheragreement, swap, transaction or arrangement, the amount of Financial Indebtedness of therelevant member of the New Securitisation Group shall be the net exposure to the relevantcounterparty of the relevant member of the New Securitisation Group under all such agreements,swaps, transactions or arrangements with such counterparty as the relevant member of theNew Securitisation Group is entitled under the applicable law to net off against each other (beingthe net amount payable by such party on termination or closing out of all such arrangementsdetermined on a mark to market basis);

(g) all obligations to purchase, redeem, retire, decrease or otherwise acquire for value any sharecapital of any person or any warrants, rights or options to acquire such share capital pursuant totransactions which in each such case have the commercial effect of borrowing or which otherwisefinance its or the New Securitisation Group’s operations or capital requirements;

(h) any other transaction having the commercial effect of borrowing entered into by such Obligor(including sale and leaseback transactions); and

(i) all Financial Indebtedness of other persons (other than Obligors) of the kinds referred to inparagraphs (a) to (h) above guaranteed or indemnified directly or indirectly in any manner by suchObligor or having the commercial effect of being guaranteed or indemnified directly or indirectly bysuch Obligor or any other form of financial assurance;

Financial Quarter means the period beginning on (and including) the 21 August 2005 and ending on(and including) 10 December 2005 and thereafter each period beginning on (but excluding) a FinancialQuarter Date and ending on (and including) the next Financial Quarter Date;

Financial Quarter Date means, in respect of the financial year commencing after the Fourth ClosingDate, 10 December 2005, 4 March 2006, 27 May 2006 and 19 August 2006 and, thereafter, the date onwhich the quarterly accounting period of the Borrower ends, being:

(a) for the first Financial Quarter, the date which is 16 weeks after the fourth Financial Quarter Date inthe immediately preceding Financial Year;

(b) for the second Financial Quarter, the date which is 12 weeks after the previous Financial QuarterDate;

(c) for the third Financial Quarter, the date which is 12 weeks after the previous Financial Quarter Date;and

(d) for the fourth Financial Quarter, the date which is 12 weeks, or, in the case of 53 week FinancialYear, 13 weeks after the previous Financial Quarter Date;

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Financial Year means the 52 week or 53 week (as the case may be) period ending on the FinancialQuarter Date falling in August of each year, being, in respect of the Financial Year in which the FourthClosing Date falls, the 52 week period ending on (and including) 20 August 2005;

Free Cash Flow means in respect of any Relevant Period, Financial Quarter, Free Cash Flow TestPeriod or any other period, EBITDA calculated in respect of such period (A) less the aggregate of(i) all Provisions released during such period, (ii) the Minimum Maintenance CapEx Amount (to the extentnot already deducted in calculating EBITDA) and (iii) any net taxes payable in such period (excluding anydeferred tax) but (B) plus any Provisions charged during such period;

Interest Charges means, in respect of any Relevant Period, Financial Quarter, Free Cash Flow TestPeriod or other period, the aggregate amount of interest which was payable during such period by anyNew Securitisation Group Entity (other than the Issuer) in respect of Financial Indebtedness (includingany guarantee fees and any other commitment, fronting and similar fees in respect thereof, amounts inthe nature of interest, discount charges) plus (without double counting):

(a) any amounts paid or payable by the Borrower to the Issuer under the Issuer/Borrower SwapAgreement and/or the Issuer/Borrower Facility Agreement by way of ongoing facility fee in respectof the Swap Agreements entered into between the Issuer and the relevant Swap Providers duringthe relevant period;

(b) any amounts paid by the Borrower by way of ongoing facility fee to the Issuer in respect ofguarantee fees paid or payable by the Issuer during the relevant period to MBIA under the SecondGuarantee and Reimbursement Agreement in respect of the provision of the Second MBIAFinancial Guarantee;

(c) any amounts paid by the Borrower by way of ongoing facility fee to the Issuer in respect ofcommitment fees or interest accrued on any Liquidity Facility Drawing or Liquidity Facility Stand-byDrawing paid or payable by the Issuer to the Liquidity Facility Providers under the Liquidity FacilityAgreement during the relevant period; and

(d) any amounts in respect of the interest element of rental under finance leases (having excluded anysuch interest element of finance leases that were in existence and classified as operating leasesunder UK GAAP at the Fourth Closing Date).

less (i) any interest earned by any New Securitisation Group Entity (except the Issuer) on any of itsaccounts during such period and (ii) any amounts received by the Borrower from the Issuer under theIssuer/Borrower Swap Agreement during the relevant period and excluding:

(a) any amounts payable (A) to any other New Securitisation Group Entity (except the Issuer) and(B) any interest paid or payable out of or by way of Permitted Restricted Payments during therelevant period; and

(b) amounts payable by the Borrower from Excess Cash as permitted by the Issuer/Borrower FacilityAgreement during the relevant period, in respect of any tax liability of the relevant lender resultingfrom and in respect of the New Subordinated Loan.

Net Worth means, in each case calculated on a consolidated basis at the end of New SecuritisationGroup’s Financial Year, the sum of:

(a) the carrying value of the New Securitisation Group’s net assets as shown in the net asset statementdelivered pursuant to the Issuer/Borrower Facility Agreement;

(b) the outstanding principal amount of the New Subordinated Loan (including all accumulated orcapitalised interest thereon);

(c) any fully subordinated Financial Indebtedness of any New Securitisation Group Entity providedthat, by its terms, any and all amounts due and payable thereunder are serviced out of PermittedRestricted Payments;

(d) the deferred tax liability recognised on the revaluation of non-monetary assets; and

(e) the fair value of derivative financial instruments included in the net asset statement, which may bea positive or negative amount;

Provisions means provisions as determined and calculated in accordance with the AccountingPrinciples; and

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Relevant Period means the period of four Financial Quarters (or prior to the fourth Financial QuarterDate following the Fourth Closing Date such number of full Financial Quarters since the Fourth ClosingDate) ending on the date in respect of which the relevant calculation falls to be made.

(p) Restrictions on Payments outside the New Securitisation Group

Save as described below in Restrictions on Activities, the making of distributions and/or loans byObligors to third parties or any other member of the Punch Group other than an Obligor (an ExcludedGroup Entity) (except as otherwise permitted by the Transaction Documents) and/or payments orprepayments under any subordinated debt out of cash within the New Securitisation Group (RestrictedPayments) will be restricted save as set out below:

(a) prior to the security under the Punch Taverns B Deed of Charge becoming enforceable the Obligorswill be permitted to make Restricted Payments (ignoring, for these purposes, the RestrictedPayments to be made as described in paragraph (b) below) (each such amount being a relevantamount) on any date during a Free Cash Flow Test Period. Excess Cash in respect of such FreeCash Flow Test Period may be used (such date being a Restricted Payment Date) by a NewSecuritisation Group Entity to make Restricted Payments for so long as and to the extent that thefollowing conditions are satisfied (the Restricted Payment Conditions):

(i) no Borrower Event of Default or Potential Borrower Event of Default has occurred and issubsisting or would occur as a result of such Restricted Payment being made;

(ii) the Debt Service Cover Ratio calculated as at the immediately preceding Financial QuarterDate, both (A) in respect of the Financial Quarter ended on such Financial Quarter Date and(B) in respect of the Relevant Period ended on such Financial Quarter Date was greater thanR:1;

(iii) the payment would not result in the amount equal to the balance standing to the credit of theCollection Account less (i) an amount equal to the then debit balance of the Operating Accountand (ii) an amount equal to the aggregate of amounts estimated by the Borrower to bepayable in the ordinary course of business by the New Securitisation Group Entities during theperiod commencing on (and including) the Restricted Payment Date and ending on (andincluding) the immediately following Interest Payment Date less the aggregate of amountsestimated by the Borrower to be receivable in the ordinary course of business by the NewSecuritisation Group Entities during such period, being less than zero; and

(iv) the amount of the Restricted Payment when made does not exceed the then Available ExcessCash Amount,

any payment made in accordance with the above and any payment permitted under paragraph (b)below being a Permitted Restricted Payment.

(b) Notwithstanding paragraph (a) above, the following Restricted Payments may be made on any dayfrom Excess Cash:

(i) a payment by the relevant Obligor of an amount equal to an amount of tax due and payableon the accrual of interest, or that would have been due and payable but for relief claimedunder Chapter IV of Part X of the Income and Corporation Taxes Act 1988 by the recipient ofsuch interest on the New Subordinated Loan;

(ii) a payment by the Borrower in amounts in total equal to payments under certain indemnitiesgiven by the Borrower in connection with the acquisition by the Borrower of the businesses ofsuch companies (the Hive-Across Indemnities) and/or any indemnity payable under theTransaction Documents and/or Material Contracts to the extent not provided for in the PunchTaverns B Deed of Charge - Priority of Payments; and

(iii) a payment to any Excluded Group Entity in consideration for the surrender of any amountswhich are available for surrender by that Excluded Group Entity by way of group relief subjectto and in accordance with the applicable provisions of the Tax Deed of Covenant;

provided that the conditions in paragraphs (a)(i), (iii) and (iv) are also satisfied at the relevant timein relation to such Restricted Payment.

In addition, in certain circumstances, the Tax Deed of Covenant will restrict the ability of theNew Securitisation Group to make Restricted Payments to the extent of any requirement to fund a stampduty reserve.

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For these purposes:

Available Excess Cash Amount means at any time during a Free Cash Flow Test Period an amountequal to Excess Cash calculated for such Free Cash Flow Test Period less the aggregate of all amountsof Excess Cash previously applied by New Securitisation Group Entities during such Free Cash FlowTest Period in accordance with the Issuer/Borrower Facility Agreement;

Cash Flow Test Date means 5 March 2006 and thereafter the day following each Financial Quarter Datefalling at the end of the second and the fourth Financial Quarters of each Financial Year;

Excess Cash means as at any Cash Flow Test Date (the Relevant Cash Flow Test Date) and in respectof the Free Cash Flow Test Period commencing on the Relevant Cash Flow Test Date, the aggregate of:

(a) the amount calculated as being the amount which when deducted from Free Cash Flow in respectof the Free Cash Flow Test Period immediately preceding the Relevant Cash Flow Test Date wouldresult in the ratio of (i) Free Cash Flow for such immediately preceding Free Cash Flow Test Periodless such amount to (ii) the Debt Service (calculated in respect of the Free Cash Flow Test Periodimmediately preceding the Relevant Cash Flow Test Date) being equal to R(FCF):1 (the FCF Test)(such amount being referred to herein as Current Period Excess Cash);

(b) (1) if the Debt Service Cover Ratio calculated as at the Relevant Cash Flow Test Date and each ofN immediately preceding Cash Flow Test Dates both in respect of the two consecutive FinancialQuarters ended on each such Cash Flow Test Dates and in respect of the Relevant Period endedon each such Cash Flow Test Dates is or has been, greater than R:1, an amount equal to (A - B)and (2) at all other times an amount equal to:

(A − B)N

in each case where:

A is the cumulative total of all amounts of Current Period Excess Cash calculated for each Free CashFlow Test Period calculated on the basis that the FCF Test is 1.0:1 in the period between the FourthClosing Date and the Cash Flow Test Date immediately preceding the Relevant Cash Flow Test Date;

B is the aggregate of all amounts of Excess Cash applied in accordance with the Issuer/Borrower FacilityAgreement during the period commencing on (and including) the Fourth Closing Date and ending on (butexcluding) the Relevant Cash Flow Test Date; and

N is the lesser of (i) 6 and (ii) the number of Cash Flow Test Dates since the Fourth Closing Date; and

(c) any amounts received by the Borrower in respect of a sale of intangible assets and taxationrefunds,

provided that in respect of the first Free Cash Flow Test Period only, Excess Cash will be an amountequal to £20,000,000 (of which at least £10,000,000 shall be spent by the Borrower on InvestmentCapEx Amounts to the extent permitted) but thereafter, when calculating Excess Cash on any Cash FlowTest Date subsequent to the Cash Flow Test Date on 5 March 2006, the amount of Excess Cash inrespect of the first Free Cash Flow Test Period shall be the actual amount of Excess Cash generated inthe first Free Cash Flow Test Period and calculated as at the Cash Flow Test Date on 5 March 2006;

Free Cash Flow Test Period means the period commencing on (and including) the Fourth Closing Dateand ending on (but excluding) 5 March 2006 and thereafter each period commencing on (and including)a Cash Flow Test Date and ending on (but excluding) the next following Cash Flow Test Date;

R shall be:


(b) from (but excluding) the Financial Quarter Date falling in August 2006 up to (and including) theFinancial Quarter Date falling in August 2007, 1.85;

(c) from (but excluding) the Financial Quarter Date falling in August 2007 up to (and including) theFinancial Quarter Date falling in August 2008, 1.85;

(d) from (but excluding) the Financial Quarter Date falling in August 2008, up to (and including) theFinancial Quarter Date falling in August 2009, 1.85;

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(e) from (but excluding) the Financial Quarter Date falling in the Financial Year commencing in August2009 up to (and including) the Financial Quarter Date falling in August 2010, the number specifiedin the relevant column in Appendix 5; and

(f) thereafter, 1.50; and

R (FCF) shall be:




(q) Capital Expenditure

The Issuer/Borrower Loan Facility Agreement contains certain provisions in relation to capital expenditure.

(i) Minimum Maintenance CapEx Amounts

The Borrower shall be required to expend, in each Semi-Annual Period, CapEx Amounts at least equalto the Minimum Maintenance CapEx Amount out of Excess Cash or its other cash resources (butexcluding, for the avoidance of doubt, amounts standing to the credit of the Disposal Proceeds Account).If the Borrower expends CapEx Amounts greater than the Minimum Maintenance Capex Amount in aSemi-Annual Period, then the Minimum Maintenance CapEx Amount in relation to the immediatelyfollowing Semi-Annual Period only (and, for the avoidance of doubt, no subsequent Semi-Annual Period)shall be reduced by that excess (provided that the Minimum Maintenance CapEx Amount in relation tothat following period shall not be an amount less than zero).

If at the end of each Semi-Annual Period, there is a Maintenance CapEx Shortfall, the Borrower shall paysuch Maintenance CapEx Shortfall in respect of such Semi-Annual Period into a designated account ofthe Borrower (the CapEx Account) in accordance with the Punch Taverns B Deed of Charge and theIssuer/Borrower Facility Agreement.

Such Maintenance CapEx Shortfall is to be used first on CapEx Amounts which should have been spentin such preceding Semi-Annual Period before the then current Semi-Annual Period’s MinimumMaintenance CapEx Amount must be spent. For the avoidance of doubt, the Minimum MaintenanceCapEx Amount in a Semi-Annual Period that the Borrower is required to spend in that Semi-AnnualPeriod shall not be reduced by the amount standing to the credit of the CapEx Account.

(ii) Investment CapEx Amounts

From the Fourth Closing Date to the Financial Quarter Date falling in August 2009, the Issuer/BorrowerFacility Agreement will permit the Borrower to incur Investment CapEx Amounts on any date during aFree Cash Flow Test Period out of Excess Cash calculated on the relevant Cash Flow Test Date inrespect of such Free Cash Flow Test Period, provided that (i) any Investment CapEx Amount soexpended does not exceed the then Available Excess Cash Amount, (ii) Investment CapEx Amounts areonly permitted to be expended if the Peak Debt Service Ratio calculated as at the relevant Cash FlowTest Date is at least equal to 1.1:1. and (iii) it is not funded from amounts standing to the credit of theDisposal Proceeds Account. If the Peak Debt Service Ratio is less than 1.1:1, no Investment CapExAmounts shall be permitted to be incurred until such time as the Peak Debt Service Ratio is equal to orgreater than 1.1:1 at the relevant Cash Flow Test Date upon which the Peak Debt Service Ratio iscalculated.

During each Semi-Annual Period up to and including the Semi-Annual Period ending in August 2009,if the Borrower does not spend at least the Minimum Investment CapEx Amount in each suchSemi-Annual Period or is not permitted to spend Investment CapEx Amounts as a result of the Peak DebtService Ratio being less than 1.1:1 or the Weighted Average Return in respect of CapEx Amounts fallsbelow Z per cent., the shortfall amount not so expended or permitted to be expended (the InvestmentCapEx Shortfall Amount) will be required to be deposited into the CapEx Account. If the Borrowerexpends Investment CapEx Amounts greater than the Minimum Investment Capex Amount in aSemi-Annual Period, then the Minimum Investment CapEx Amount in relation to the immediatelyfollowing Semi-Annual Period only (and, for the avoidance of doubt, no subsequent Semi-Annual Period)

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shall be reduced by that excess (provided that the Investment CapEx Amount in relation to that followingperiod shall not be an amount less than zero).

Such Investment CapEx Shortfall Amounts may be withdrawn during subsequent Semi-Annual Periodsand applied as Investment CapEx Amounts by the Borrower only once the Investment CapEx Amount inrespect of the relevant subsequent Semi-Annual Period has been expended in full, subject to theconditions relating to such expenditure being satisfied at the relevant time. If any InvestmentCapEx Shortfall Amount has remained in the CapEx Account for longer than 12 months after the date ofdeposit, the Borrower will be required to apply such Investment CapEx Shortfall Amount in making aprepayment of the Term Advances in accordance with the provisions of the Issuer/Borrower FacilityAgreement and the Punch Taverns B Deed of Charge.

(iii) CapEx post August 2009

After the Semi-Annual Period ending in August 2009, the Borrower shall be permitted to incurCapEx Amounts in excess of the Minimum Maintenance CapEx Amount out of (i) Excess Cashcalculated on the relevant Cash Flow Test Date in respect of such Free Cash Flow Test Period, providedthat such CapEx Amounts in excess of the Minimum Maintenance Capex Amount so expended do notexceed the then Available Excess Cash Amount or (ii) it is funded from the Disposal Proceeds Account.The Borrower will however, only be permitted to apply amounts standing to the credit of the DisposalProceeds Account in respect of CapEx Amounts after the Semi-Annual Period ending in August 2009, ifthe Weighted Average Return in respect of the relevant WAR Period, is equal to or in excess ofZ per cent. as described below and the other conditions to a withdrawal from such account for suchpurposes as set out in paragraph (v)(ii) of Other Covenants – Cash Flow Collections – DisposalProceeds Account below are satisfied.

(iv) Weighted Average Return

The Borrower will be required to calculate the weighted average return (the Weighted Average Return)as at the second Financial Quarter Date following each Semi Annual Period (the WAR Test Date) on allCapEx Amounts spent on all trading Pubs during the four most recent Semi-Annual Periods ending priorto (but excluding) the Test Date (but not earlier than the Fourth Closing Date) or in the case of the periodfrom and including the Fourth Closing Date to and including the Financial Quarter Date falling in August2007, during the number of months elapsed since the Fourth Closing Date (each such period being theWAR Period).

Except as described above for Semi-Annual Periods ending after August 2009, if the Weighted AverageReturn falls below Z per cent., no Investment CapEx Amounts shall be permitted to be incurred and noamounts standing to the credit of the Disposal Proceeds Account shall be expended in respect ofCapEx Amounts, until such time as either (i) the Weighted Average Return over a WAR Period is equalto or in excess of Z per cent. or (ii) the Borrower obtains the prior written consent of the Borrower SecurityTrustee in relation to the recommencement of such expenditure and (prior to the occurrence of anMBIA Termination Event or MBIA Event of Default) MBIA approve the recommencement of suchexpenditure.

The Borrower will certify the Weighted Average Return for each WAR Period within 45 days of theFinancial Quarter Date on which the Weighted Average Return is calculated in respect of theWAR Period and the CapEx Amounts expended in respect of each Semi Annual Period in a certificateprovided to the Borrower Security Trustee within 45 days of the end of each such Semi Annual Period.

(v) Definitions

For these purposes:

Annualised Contribution of a Pub means:

(a) in respect of a Pub that has been trading for at least 13 4-week financial periods after theexpenditure on it of CapEx Amounts, the unaudited Outlet EBITDA of the Pub for the most recent13 4-week financial periods of trading during the WAR Period; or

(b) in respect of a Pub that has been trading for less than 13 4-week financial periods during theWAR Period following the expenditure on it of CapEx Amounts, the amount shall be calculated asfollows:

DE

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where:

D is the unaudited Outlet EBITDA for the Pub for the number of complete 4-week financial periodsof trading following the expenditure on it of CapEx Amounts, N, and where N must equal at least1 (provided that where N is less than 1 the Relevant Pub and the CapEx Amount incurred in respectthereof shall not be included in the calculation of the Weighted Average Return);

and

E is the fraction of the total unaudited Outlet EBITDA during the previous Financial Year of all thePubs in the Estate (excluding any Pubs acquired or disposed of in the previous Financial Year),represented by the total unaudited Outlet EBITDA of all the Pubs in the Estate during the financialperiod comprising N;

CapEx means capital expenditure in the repair, renewal and maintenance of the internal and externalfabric of the Punch Taverns B Mortgaged Properties and their fixtures and fittings (excluding for theavoidance of doubt exceptional items) and/or any enhancements to or improvements in value of any ofthe Punch Taverns B Mortgaged Properties;

Current FCF means Free Cash Flow in respect of the Relevant Period ending on the relevant FinancialQuarter Test Date;

CapEx Amount means an amount incurred in respect of CapEx by the Borrower in accordance with theIssuer/Borrower Facility Agreement;

Financial Quarter Test Date means the Financial Quarter Date falling at the end of each Semi-AnnualPeriod, commencing on the fourth Financial Quarter Date following the Fourth Closing Date;

Investment CapEx Amount means CapEx Amounts in excess of the Minimum MaintenanceCapEx Amount;

Minimum Investment CapEx Amount means in respect of each Semi-Annual Period an InvestmentCapEx Amount in total equal to £10,000,000;

Minimum Maintenance CapEx Amount means in respect of each Semi-Annual Period a CapEx Amountin total equal to £500 adjusted upwards at the start of each Financial Year in accordance with thepercentage increase in the UK retail prices index since the start of the last Financial Year multiplied bythe total number of Pubs forming part of the Estate at the start of such Financial Year;

Maintenance CapEx Shortfall in respect of a Semi-Annual Period means such portion (if any) of theMinimum Maintenance CapEx Amount in respect of such Semi-Annual Period as is neither expended onCapEx during such Semi-Annual Period nor credited to the CapEx Account at the end of suchSemi-Annual Period;

Peak Debt Service means £112,000,000;

Peak Service Debt Ratio means the ratio of Current FCF to Peak Debt Service;

Semi-Annual Period means the period of two consecutive Financial Quarters being either the first andsecond Financial Quarter or the third and fourth Financial Quarter in a Financial Year;

Weighted Average Return is calculated as follows:

(A − B)C

where:

A is the unaudited Annualised Contribution of the trading Pubs on which CapEx Amounts have beenexpended during the relevant WAR Period (the Relevant Pubs); and

B is the unaudited Outlet EBITDA, calculated in respect of the 13 4-week periods ended prior to the dateof commencement of the works in respect of which such CapEx Amounts have been expended, of thePubs on which CapEx Amounts have been expended during the relevant WAR Period; and

C is the aggregate of all CapEx Amounts actually expended by the Borrower during the relevantWAR Period on the Relevant Pubs; and

Z shall be:

(a) from (and including) the Fourth Closing Date up to (and including) the Financial Quarter Date fallingin August 2009, 15 (which the Borrower Security Trustee is not permitted to consent to anydownward adjustment); and

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(b) thereafter, 12.

(r) Permitted Disposals

Pursuant to the terms of the Issuer/Borrower Facility Agreement and the Punch Taverns B Deed ofCharge, the Borrower will undertake in favour of the Borrower Security Trustee not to complete thedisposal of any Punch Taverns B Mortgaged Property or any of its other assets or undertakings withoutthe prior written consent of the Borrower Security Trustee. The consent of the Borrower Security Trusteewill not be unreasonably withheld or delayed if the Borrower Security Trustee has received writtenconfirmation from the Borrower that no Borrower Event of Default or Potential Borrower Event of Defaulthas occurred and is subsisting at the time of the relevant disposal and the applicable following conditionsare satisfied in respect of Punch Taverns B Mortgaged Properties (Permitted Disposals):

(a) the Outlet EBITDA of the Pub proposed to be disposed of calculated (x) (where the date ofcompletion of the proposed disposal (the Proposed Disposal Date) is prior to the fourth FinancialQuarter Date following the Fourth Closing Date) in respect of the 52 week period ended on the laterto have occurred prior to the date of such disposal of (1) the Fourth Closing Date andthe (2) Financial Quarter Date immediately preceding the Proposed Disposal Date and (y) (at allother times) in respect of the Relevant Period ending on the Financial Quarter Date immediatelypreceding the Proposed Disposal Date, when aggregated with the Outlet EBITDA of all Pubsdisposed of by the Borrower in the Relevant Period ending on the Financial Quarter Dateimmediately preceding the date on which the Proposed Disposal Date falls calculated for each suchPub in respect of (x) (where the Proposed Disposal Date is prior to the fourth Financial QuarterDate following the Fourth Closing Date) in respect of the 52 week period ended on the later to haveoccurred prior to the date of such disposal of (1) the Fourth Closing Date and (2) the FinancialQuarter Date immediately preceding the Proposed Disposal Date and (y) (at all other times) theRelevant Period ending on the Financial Quarter Date immediately preceding the date of disposalof such Pub, does not exceed 10 per cent. of:

(i) in respect of any disposal proposed to be made during the period commencing on the FourthClosing Date and ending on (and including) 19 August 2006, £171,600,000 (the ClosingOutlet EBITDA); and

(ii) in respect of any disposal proposed to be made after 19 August 2006, the total Outlet EBITDAin the Relevant Period ending on the Financial Quarter Date immediately preceding the dateon which the Proposed Disposal Date falls in respect of all Pubs forming part of the Estateduring such Relevant Period; and

(b) the Outlet EBITDA of the Pub proposed to be disposed of calculated (x) (where the ProposedDisposal Date is prior to the fourth Financial Quarter Date following the Fourth Closing Date) inrespect of the 52 week period ended on the later to have occurred prior to the date of such disposalof (1) the Fourth Closing Date and (2) the Financial Quarter Date (other than the Fourth ClosingDate) immediately preceding the Proposed Disposal Date and (y) (at all other times) in respect ofthe Relevant Period ending on the Financial Quarter Date immediately preceding the ProposedDisposal Date, when aggregated with the Outlet EBITDA of all Pubs disposed of by the Borrowersince the Fourth Closing Date calculated for each such Pub in respect of (x) (where the ProposedDisposal Date is prior to the fourth Financial Quarter Date following the Fourth Closing Date) inrespect of the 52 week period ended on the later to have occurred prior to the date of such disposalof (1) the Fourth Closing Date and (2) the Financial Quarter Date (other than the Fourth ClosingDate) immediately preceding the Proposed Disposal Date and (y) (at all other times) the RelevantPeriod ending on the Financial Quarter Date immediately preceding the date of disposal of suchPub, does not exceed 25 per cent. of:

(i) in respect of any disposal proposed to be made during the period commencing on the FourthClosing Date and ending on (and including) 19 August 2006, the Closing Outlet EBITDA; and

(ii) in respect of any disposal proposed to be made after 19 August 2006, the total Outlet EBITDAfor the Revelant Period ending on the Financial Quarter Date immediately preceding the dateon which the Proposed Disposal Date falls in respect of all Pubs forming part of the Estateduring such Relevant Period;

(c) the Net Pub Sales Proceeds are deposited in the Disposal Proceeds Account; and

(d) the Borrower takes all reasonable steps necessary to obtain the best price reasonably obtainablefor any Pub disposed of having regard to the prevailing market conditions and all relevantcircumstances in relation to such Pub which may affect such price.

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The consent of the Borrower Security Trustee will also not be unreasonably withheld or delayed inrespect of a disposal of any amount of Pubs in excess of the conditions in (a) and (b) above if theBorrower Security Trustee has received written confirmation from the Borrower that no Borrower Eventof Default or Potential Borrower Event of Default has occurred and is subsisting at the time of the relevantdisposal and the Borrower Security Trustee is satisfied that the aggregate Net Pub Sale Proceeds of allof the relevant Pubs disposed of will be in an amount sufficient to repay or Defease a ‘‘required amount’’of the principal amount outstanding of the Notes plus any amounts payable in connection with anyrelated Swap Transactions and any Second MBIA Prepayment Fees in respect of the Notes to be repaid(such repayment or defeasance of Notes to be effected only in accordance with the order set out inCondition 5(c)(ii)) unless the prior written consent of the Note Trustee and MBIA is obtained. In thiscircumstance, the ‘‘required amount’’ to be repaid will be calculated by multiplying the then principalamount outstanding of the Notes by the Outlet EBITDA of that part of the Estate so sold calculated inrespect of the Relevant Period ending on the immediately preceding Financial Quarter Date and dividingthe product by the aggregate Outlet EBITDA of all Pubs forming part of the Estate during such RelevantPeriod calculated in respect of the Relevant Period ending on the immediately preceding FinancialQuarter Date and adding 10 per cent. of the resulting total to such total plus any redemption premiumpayable by the Issuer in connection with any such redemption and all interest accrued to the date ofredemption.

For these purposes:

Defease means an arrangement approved by the Note Trustee and MBIA (in respect of any defeasanceof the Class A7 Notes and the Class A8 Notes and provided that no MBIA Termination Event or MBIAEvent of Default has occurred and is continuing) under which Net Pub Sale Proceeds are deposited inthe name of the Note Trustee with an appropriately rated institution, in a trust (defeasance trust) for thebenefit of the holders of the relevant classes of Notes in an amount that will be sufficient, in the opinionof a nationally recognised firm of independent public accountants or an internationally recognisedfinancial institution approved by the Note Trustee, to pay the principal of, and interest, and additionalamounts, if any, on the relevant class(es) of Notes in relation to which such arrangement has beeneffected, payable on each Interest Payment Date falling after the date on which such arrangements firsttake effect. Such amount deposited pursuant to such arrangements will be held in cash sterling deposits,non-callable UK government gilts or treasury stock, or a combination of the foregoing. The terms of thetrust will provide that the trust property (comprising the relevant Net Pub Sale Proceeds and interestthereon) may only be applied to repay principal, interest and additional amounts, if any, on the relevantclasses of Notes when due and payable for as long as such amounts are due and payable;

Net Pub Sales Proceeds means the proceeds of the sale of any Pub less required transaction costsincluding, without limitation, legal fees, agency fees and taxes; and

Outlet EBITDA means EBITDA for a particular Pub or Permitted Business calculated on the basis of theearnings of that Pub or Permitted Business (as the case may be) but disregarding any centralisedoverheads or costs, and any provisions or payments in respect of taxation of the New SecuritisationGroup.

(s) Permitted Acquisitions

The Borrower will only be permitted to acquire a Permitted Business (a Permitted Acquisition) providedthat:

(a) no Borrower Event of Default or Potential Borrower Event of Default has occurred and is subsisting;and

(b) such acquisition is made on arm’s length terms or, if not on arm’s length terms, is on terms moreadvantageous for the Borrower or the relevant New Securitisation Group Entity than arm’s lengthtaken as a whole; and

(c) in relation to any acquisition made on or after the first Financial Quarter Date following the FourthClosing Date only, either the Debt Service Cover Ratio as at the immediately preceding FinancialQuarter Date both in respect of the period of two consecutive Financial Quarters ended on suchFinancial Quarter Date (but in respect of an acquisition made prior to the third Financial QuarterDate following the Fourth Closing Date, in respect of the first Financial Quarter following theFourth Closing Date only) and in respect of the Relevant Period ended on such Financial QuarterDate (1) was not less than X:1 or (2) if as at the immediately preceding Financial Quarter Date wasless than X:1, the Independent Consultant has approved in writing such acquisition; and

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(d) either (i) the Borrower Security Trustee is satisfied that:

(i) the acquisition is financed in full or in part out of a Further Term Advance or a New TermAdvance; and/or

(ii) the acquisition is financed in full or in part out of moneys standing to the credit of the DisposalProceeds Account provided that:

(A) the Average Expected Gross Yield of the Permitted Business to be acquired (in the caseof any Permitted Business in respect of which the purchase price is equal to or greaterthan £1,000,000, as certified by a qualified independent third party to the BorrowerSecurity Trustee (with a copy to the Rating Agencies and (prior to the occurrence of anMBIA Termination Event or MBIA Event of Default) MBIA) is not less than 8.7 per cent.;and

(B) the Average Expected Gross Yield of all Permitted Businesses acquired (excluding forthe avoidance of doubt, the Permitted Business proposed to be acquired) (a) where thedate of the proposed acquisition is on or after the first anniversary of the Fourth ClosingDate, during the 12 month period ending on the date of the proposed acquisition or(b) where the date of the proposed acquisition is prior to the first anniversary of theFourth Closing Date, during the period from (and including) the Fourth Closing Date to(and including) the date of the proposed acquisition, is not less than 9.5 per cent.; and

(C) where the acquisition is to be made by the Borrower after the date falling 18 months afterthe date upon which the first Permitted Acquisition was made by the Borrower after theFourth Closing Date, Outlet EBITDA for the Relevant Period ended on the immediatelypreceding Financial Quarter Date calculated in respect of all Eligible PermittedBusinesses other than those Eligible Permitted Businesses which were acquired by theBorrower more than 66 months prior to the relevant Financial Quarter Date, divided bythe sum of (i) the aggregate purchase price paid for such Eligible Permitted Businessesand (ii) the aggregate capital expenditure incurred by the Borrower in respect of suchEligible Permitted Businesses was not as at the immediately preceding immediatelypreceding Financial Quarter Date less than 9.5 per cent. (the Historic AcquisitionCondition); and/or

(iii) the acquisition is financed in full or in part out of Excess Cash provided that either theProfitability Conditions are satisfied, or the Restricted Payments Conditions are satisfied andthe amount of Excess Cash applied or to be applied in respect of such acquisition does notexceed the then Available Excess Cash Amount; and

(iv) (1) the Borrower Security Trustee is granted security over the Permitted Business; (2) legalopinions as to the validity and enforceability of such security are provided to the BorrowerSecurity Trustee, such opinions to be in form and substance satisfactory to the BorrowerSecurity Trustee; (3) a certificate of title is obtained in respect of any real or heritable propertyto be acquired, such certificate to be in form and substance satisfactory to the BorrowerSecurity Trustee; and (4) the Borrower Security Trustee has been provided with a valuationof the Permitted Business from a reputable valuer satisfactory to it, such valuation to be as adate being not more than 24 months prior to the date of the proposed acquisition and to beprepared on the basis as if the Permitted Business were part of the Estate,

or, (ii) payment of the purchase price in respect of such Permitted Business is deferred or otherwise leftoutstanding until such time as the Borrower Security Trustee is satisfied that each of the conditions setout in (i) to (iv) above is satisfied provided that, in such circumstances, the Borrower Security Trustee issatisfied that (A) the Average Expected Gross Yield of the Permitted Business to be acquired is not lessthan 8.7 per cent. and (B) the Average Expected Gross Yield of all Permitted Businesses acquired(excluding for the avoidance of doubt, the Permitted Business proposed to be acquired) (a) where thedate of the proposed acquisition is on or after the first anniversary of the Fourth Closing Date, during the12-month period ending on the date of the proposed acquisition or (b) where the date of the proposedacquisition is prior to the first anniversary of the Fourth Closing Date, during the period from (andincluding) the Fourth Closing Date to (and including) the date of the proposed acquisition, is not less than9.5 per cent.

If at any time the Debt Service Cover Ratio is less than or equal to 1.5:1, the Borrower agrees that thecalculation of the Average Expected Gross Yield of any Permitted Business proposed to be acquired

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shall be confirmed by a qualified independent third party. If at any time the Debt Service Cover Ratio isless than or equal to 1.35:1, the Borrower agrees that the calculation of the Average Expected GrossYield of any Permitted Business proposed to be acquired shall be confirmed by the IndependentConsultant.

For these purposes:

Average Expected Gross Yield means in respect of any Permitted Business or Permitted Businesses,an estimate, made by the Borrower of the Outlet EBITDA for such Permitted Business or PermittedBusinesses which, in the Borrower’s reasonable opinion (assuming that any capital expenditure intendedto be incurred in the 12 month period immediately following the completion of the acquisition by theBorrower of such Permitted Business or Permitted Businesses (as the case may be) has been incurredand disregarding any initial letting costs or rent-free periods), would be receivable by the Borrower fromthe relevant Permitted Business or Permitted Businesses (as the case may be) for the 12 month periodimmediately following the completion of the acquisition of the Permitted Business or PermittedBusinesses (as the case may be) by the Borrower, divided by the aggregate of (i) the gross purchaseprice (less any fixtures and fittings sold on to the Tenant post-acquisition) of the acquired PermittedBusiness or Permitted Businesses (as the case may be) and (ii) an amount equal to any capitalexpenditure intended to be incurred in the 12 month period immediately following the completion of theacquisition by the Borrower of such Permitted Business or Permitted Businesses (as the case may be),expressed as a percentage;

Eligible Permitted Business means any Permitted Business acquired by the Borrower since or on theFourth Closing Date and which has been part of the Estate for a period of not less than 18 months andwhich continues to be part of the Estate;

Profitability Conditions means the conditions for the acquisition of a Permitted Business set out in(d)(ii)(A) and (B) above; and

X shall be:




(t) Restrictions on Activities

The New Securitisation Group Entities will also be restricted from carrying on certain activities includingthe following:

(a) making or permitting disposals (other than Permitted Disposals, as to which see Summary ofPrincipal Documents – Issuer/Borrower Facility Agreement – Permitted Disposals above) of:

(i) fixed tangible assets not being a Punch Taverns B Mortgaged Property by a New Securiti-sation Group Entity if the value of the aggregate net consideration received by such NewSecuritisation Group Entity in respect of such disposal and all other such disposals by theNew Securitisation Group Entity over the immediately preceding 12 month period wouldexceed £500,000; and

(ii) any single asset not being a Punch Taverns B Mortgaged Property, a fixed tangible asset ora cash generating asset where the proceeds of such sale would exceed £250,000,

(save for any disposal of any worn-out, excess to requirements or obsolete assets provided that such arenot required for the efficient operation of its business and any disposal of stock in trade or fixtures andfittings by a New Securitisation Group Entity in its ordinary course of trade) provided that any suchdisposal not so restricted is made on arm’s length terms;

(b) engaging in any activity whatsoever which is not a Permitted Business or incidental to or necessaryin connection with any of the activities which the Transaction Documents provide or envisage thatthe Borrower will engage in;

(c) having any subsidiary or subsidiary undertaking (as defined in the Companies Act 1985) other thanany New Subsidiary acquired by the Borrower in accordance with the Issuer/Borrower FacilityAgreement;

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(d) entering into any binding contract or arrangement or understanding (not being in respect of aPermitted Acquisition or a Permitted Disposal or any other activity otherwise permitted under theTransaction Documents) with any Connected Third Party the consideration under which whether byway of a single payment or in aggregate exceeds £1,000,000 without giving prior notice to theBorrower Security Trustee;

(e) amending, varying, waiving or modifying any of the material terms of, or terminating, theManagement Services Agreement (save to the extent that any amendment, variation, waiver ormodification of any term thereof would have a more advantageous result for the Borrower than anadherence to the relevant term or such modification would not have a material adverse effect) orwhich does not directly or indirectly affect the rights of the Borrower or the obligations of theBorrower;

(f) amending, varying, waiving or modifying any of the material terms of, or terminating, the SupplyAgreements if such amendment, variation, waiver or modification would have a material adverseeffect; or

(g) entering into any further or new hedges unless the consent of the Borrower Security Trustee and(prior to an MBIA Termination Event or an MBIA Event of Default other than in the circumstancescontemplated by the Issuer/Borrower Swap Agreement) MBIA is obtained.

For these purposes:

Connected Third Party means any entity in or over which (i) any affiliate of the Issuer or any memberof the Punch Group or (ii) any director or officer of any such entity or (iii) any person or entity connectedwith or affiliated to any such director or officer (persons or entities referred to in (i), (ii) and (iii) each beinga controller) has a controlling interest whether by virtue of the fact that the controller holds over30 per cent. of the voting rights in the third party (whether on the board of directors or as shareholder),or has the right to exercise a dominant influence over the third party through the terms of theconstitutional documents of the third party or through a contract with the third party or with anotherperson or entity which is also interested in the third party); and

New Subsidiary means a company acquired by the Borrower pursuant to a Permitted Acquisition.

(u) Other Indebtedness

No Obligor will be permitted save for Permitted Financial Indebtedness without the prior consent of theBorrower Security Trustee to incur, create or permit to subsist any Financial Indebtedness except ascontemplated by the Transaction Documents. This provision will not be permitted to be amended priorto the occurrence of an MBIA Termination Event or MBIA Event of Default unless the consent of MBIAis obtained.

(v) Other Covenants — Cash Flow Collections

The Borrower will agree to maintain certain bank accounts in accordance with the provisions of the BankAgreement (see Summary of Principal Documents – Bank Agreements below).

(i) Collection Account

All moneys received by the Borrower will be credited to the Collection Account and will be availableto the Borrower only (i) with the agreement of the Account Bank and the Borrower Security Trusteeand for the purpose of discharging indebtedness owed by the Borrower to the Account Bank arising froma debit balance on an Operating Account or (ii) with the consent of the Borrower Security Trustee, ineach case in accordance with the Punch Taverns B Deed of Charge, and amounts so withdrawn shall betransferred into an Operating Account. The Borrower further agrees that (i) the Collection Accountmay not be overdrawn at any time and (ii) the aggregate of the amounts standing to thecredit of the Collection Account will always exceed the amounts standing to the debit of theOperating Account.

Subject to the Transaction Documents, the Borrower shall be permitted to invest in Eligible Investmentsusing proceeds from the Collection Account (as described below).

(ii) Disposal Proceeds Account

Moneys standing to the credit of the Disposal Proceeds Account may be withdrawn with the priorwritten consent of the Borrower Security Trustee. Such consent will not be unreasonably withheldor delayed if the Borrower satisfies the Borrower Security Trustee at the time that withdrawal isrequested that:

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(b) such moneys will be applied:

(i) in or towards a Permitted Acquisition in accordance with the Issuer/Borrower FacilityAgreement provided that at the time of completion of such acquisition the Borrower SecurityTrustee is granted security in a form and substance satisfactory to it over such PermittedBusiness thereby acquired; or

(ii) for capital expenditure (other than in respect of Minimum Investment CapEx Amounts prior tothe Semi-Annual Period ending after August 2009 and Maintenance CapEx Amounts) inaccordance with the Issuer/Borrower Facility Agreement provided that (A) the Debt ServiceCover Ratio as at the Financial Quarter Date immediately preceding the date of the proposedwithdrawal was not less than X:1 or (B) if the Debt Service Cover Ratio as at the FinancialQuarter Date immediately preceding the date of the proposed withdrawal was less than X:1,an Independent Consultant has approved in writing such CapEx expenditure and (C) theWeighted Average Return requirements as described in Summary of Principal Docu-ments – Issuer/Borrower Facility Agreement – Capital Expenditure – Weighted AverageReturn are met.

In addition, the consent of the Borrower Security Trustee to the withdrawal of amounts standing to thecredit of the Disposal Proceeds Account shall be deemed to be given if at the time of that withdrawal:


(b) such moneys will be applied in making a prepayment or repayment of the Term Facility or anyFurther Term Facility in accordance with the Issuer/Borrower Facility Agreement, the payment ofany related swap costs arising out of such prepayment and by way of fee payable by the Borrowerto the Issuer in respect of any Second MBIA Prepayment Fees in respect of the Notes to beredeemed using such amounts prepaid.

If on any Financial Quarter Date the Debt Service Cover Ratio is less than or equal to X:1, then anyamounts by which the aggregate amount standing to the credit of the Disposal Proceeds Accountexceeds £10,000,000 shall be applied on the next Interest Payment Date to prepay the Term Advancesin accordance with the provisions of the Issuer/Borrower Facility Agreement and the Punch TavernsB Deed of Charge and at the end of the period of two Financial Quarters immediately following suchFinancial Quarter Date, the Obligors shall, if as at the Financial Quarter Date upon which such period oftwo Financial Quarters ends, the Debt Service Cover Ratio is less than X:1, be obliged to use the amountby which the aggregate amount standing to the credit of the Disposal Proceeds Account exceeds£5,000,000 at the end of such period of two Financial Quarters to prepay the Term Advances inaccordance with the provisions of the Issuer/Borrower Facility Agreement.

The Borrower shall be obliged to use the Net Pub Sale Proceeds arising from a Permitted Disposal (theRelevant Net Sale Proceeds) to prepay the Term Advances, any redemption premium associated withthe corresponding Notes and to pay any related swaps costs arising out of such prepayment and feespayable by the Borrower to the Issuer in respect of any Second MBIA Prepayment Fees payable inrespect of the Notes to be redeemed using such amounts prepaid to the extent that the Relevant NetSale Proceeds remain credited to the Disposal Proceeds Account 18 months after the sale of the Pubwhich gave rise to the relevant Net Sale Proceeds. See Further Summary of Principal Documents —Issuer/Borrower Facility Agreement — Mandatory prepayment from the Disposal ProceedsAccount and the CapEx Account.

For these purposes:

X shall be:




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(iii) CapEx Account

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

(iv) Operating Account

The Operating Account shall be operated as an overdraft account with the Account Bank. Withdrawalsfrom the Operating Account will be applied to pay the New Securitisation Group’s ongoing operatingcosts and expenses. From time to time, the debit balance on the Operating Account may be extinguishedby the transfer of the appropriate amount from the Collection Account in accordance with theIssuer/Borrower Facility Agreement and the Bank Agreement.

In addition, each of Sister, Centrum and InnSpired will maintain a Group Operating Account, for thepurposes of performing their obligations under the Borrower Transitional Agency Agreements. On eachBusiness Day, the Account Bank will transfer the entire debit balance of each Group Operating Accountto the Operating Account.

The maximum aggregate debit balance on the Operating Account and the Group Operating Accountstogether shall be an amount equal to the lower of:

(A) £16,000,000; and

(B) an amount equal to the greater of (i) zero; and (ii) A-B where A equals the then current aggregatecredit balance of the Collection Account and B equals £2,000,000.

(v) Eligible Investments

Under the Bank Account Agreement, the Borrower will be entitled to invest amounts standing to the creditof the Collection Account in Eligible Investments, provided that the Eligible Investments either (i) have amaturity date falling no later than the next following Interest Payment Date; or (ii) have a maturity of nomore than 3 months from their purchase and such that where immediately following the purchase of suchinvestment the aggregate of the cash balance of the Collection Account and the proceeds of anymaturing Eligible Investment scheduled to be paid prior to the next following Interest Payment Datewould be greater than or equal to such amount as is due and payable from the Collection Account onsuch Interest Payment Date.

For these purposes, Eligible Investments means:

(i) sterling gilt-edged securities;

(ii) sterling time demand or time deposits, certificates of deposit and short term debt obligations(including commercial paper); and

(iii) certain other investments,

provided that each Eligible Investment must have a short-term rating of at least ‘‘A-1’’ from S&P or along-term rating of ‘‘AAA’’ from S&P or as otherwise acceptable to the Rating Agencies then rating theNotes.

(w) Other Covenants – Independent Consultant

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

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Borrower, the Borrower Security Trustee and MBIA of the steps which such Independent Consultantconsiders should be taken to ensure that the Noteholders receive or continue to receive full and timelypayments of interest and principal in respect of the Notes in accordance with the Terms and Conditionsof the Notes.

The appointment of any Independent Consultant so appointed will terminate if the Debt Service CoverRatio calculated for the immediately preceding Financial Quarter as at any eight consecutive FinancialQuarter Dates following such appointment is greater than X:1. The Borrower will be required to complywith any recommendations of the Independent Consultant if either:

(a) on any Financial Quarter Date following the appointment of such Independent Consultant but priorto the termination thereof as described above, the ratio of EBITDA to Debt Service calculated asat such Financial Quarter Date in respect of the Financial Quarter ended on such Financial QuarterDate is less than Y:1; or

(b) on any of the four Financial Quarter Dates immediately following the Financial Quarter Date uponwhich the appointment of an Independent Consultant has been terminated as described above, theratio of EBITDA to Debt Service calculated as at such Financial Quarter Date in respect of theFinancial Quarter ended on such Financial Quarter Date is less than X:1,

until the next succeeding Financial Quarter Date upon which, in the case of (A) above, the Debt ServiceCover Ratio calculated as at such Financial Quarter Date in respect of the Financial Quarter ended onsuch Financial Quarter Date is greater than Y:1 and in the case of (B) above, the ratio of EBITDA to DebtService calculated as at such Financial Quarter Date in respect of the Financial Quarter ended on suchFinancial Quarter Date is greater than X:1.

For the avoidance of doubt, the Borrower will not be required to comply with any recommendation of anyIndependent Consultant other than in the circumstances set out above and in any event shall not berequired to comply with any recommendation of any such Independent Consultant if to so comply wouldresult in a breach of any Transaction Documents.

For these purposes:

X shall be:



(c) thereafter, 1.35; and

Y shall be:



(c) thereafter, 1.30; and

(x) Other Covenants – General

Each of the Borrower and each other Obligor will provide the Borrower Security Trustee with the benefitof certain other positive and negative covenants including, without limitation:

(a) provision of on-going financial and other information and compliance certificates to the BorrowerSecurity Trustee;

(b) maintenance of insurance;

(c) notification of events of default;

(d) notification of all material litigation, arbitration or administrative proceedings against the relevantcompany;

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(e) repair and maintenance of all the New Securitisation Group assets;

(f) conduct of business and maintenance of business as a going concern;

(g) maintenance of all necessary licences and consents;

(h) procuring that the Issuer has the benefit of a liquidity facility upon substantially the same terms asthe Liquidity Facility; and

(i) obtaining a valuation of the Punch Taverns B Mortgaged Properties on the fifth anniversary of theFourth Closing Date and every 5 years thereafter provided that either S&P or Fitch may at any timeafter the fifth anniversary of the Fourth Closing Date require a valuation to be carried out 3 yearsafter the most recent valuation.

The effect of a breach of certain of these and other covenants may be limited by reference to a materialityqualification.

Each Obligor will grant a negative pledge in favour of the Borrower Security Trustee not to create anyencumbrances or security ranking pari passu with or in priority to the security created under thePunch Taverns B Deed of Charge other than certain permitted encumbrances.

(y) Other Covenants – The Look Through Test

The Borrower will also be required to calculate the Look Through Test as at each Financial Quarter Datewith effect from (and including) the Financial Quarter Date falling immediately prior to the InterestPayment Date falling in June 2022 until after the redemption in full of the Class B Notes (the LookThrough Test Period).

If the Look Through Test is not passed as at any Financial Quarter Date prior to the Class B Notes beingredeemed in full, the Borrower will not be permitted to make Restricted Payments or PermittedAcquisitions in any subsequent period whilst the Class B Notes remain outstanding until the LookThrough Test is passed, and any Excess Cash that would otherwise have been applied in makingRestricted Payments and/or Permitted Acquisitions will be required to be retained in the CollectionAccount.

If Excess Cash has been so retained and remains in the Collection Account at the time when the Class BNotes are redeemed in full then cash is to be applied as if the Look Through Test had been passed.Likewise, if Excess Cash has been so retained and then the Look Through Test is subsequently passedwhilst the Class B Notes are still outstanding, the Borrower will be permitted to recommence makingRestricted Payments and Permitted Acquisitions out of Excess Cash (including the Excess Cash soretained) subject to the provisions in the Issuer/Borrower Facility Agreement.

For these purposes, the Look Through Test will be passed as at a Financial Quarter Date during theLook Through Test Period if the ratio of Look Back EBITDA on such Financial Quarter Date to ExpectedClass A Debt Service s is equal to or greater than 1.75:1.

For these purposes:

Expected Class A Debt Service means the scheduled interest and the scheduled principal payable inrespect of the Class A7 Notes and the Class A8 Notes during the four Financial Quarters starting withthe Financial Quarter commencing in August 2028 in relation to the first time the Look Through Test istested in the Look Through Test Period and thereafter will be the scheduled interest and scheduledprincipal payable in respect of the Class A7 Notes and the Class A8 Notes for each subsequent periodof four Financial Quarters corresponding to the Financial Quarter Date in the Look Through Test Periodas at which the Look Through Test is being calculated; and

Look Back EBITDA as at a Financial Quarter Date means EBITDA calculated in respect of the fourimmediately preceding Financial Quarters ending on such Financial Quarter Date.

(z) Modifications, Disapplications and No Material Prejudice Test

Any of the provisions of the Issuer/Borrower Facility Agreement may be modified or disapplied with theconsent of the Borrower Security Trustee at the request of the Borrower at any time, provided that (savefor minor and/or technical amendments) the Borrower Security Trustee is directed by the Issuer SecurityTrustee to make such modification or disapplication, in accordance with the provisions of the Issuer Deedof Charge.

Prior to the occurrence of an MBIA Termination Event or MBIA Event of Default, the consent of MBIAmust also be obtained in relation to certain modifications to or disapplications of the provisions of theTransaction Documents (including, without limitation, the Issuer/Borrower Facility Agreement).

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Where under the Issuer/Borrower Facility Agreement, the Borrower Security Trustee or the IssuerSecurity Trustee is required (when acting in its capacity as trustee and not just for its own account) to be‘‘reasonable’’ or ‘‘not unreasonable’’ or to act ‘‘reasonably’’ or ‘‘not unreasonably’’, such provisions will beconstrued solely by reference to what is ‘‘reasonable’’ or ‘‘not unreasonable’’ or acting ‘‘reasonably’’ or‘‘not unreasonably’’ from the perspective of the beneficiaries of the Punch Taverns B Secured Parties orthe Issuer Secured Creditors (as the case may be) in whose interests the Borrower Security Trustee andthe Issuer Security Trustee (as applicable) is required to act.

(aa) Events of Default

The Issuer/Borrower Facility Agreement will contain standard events for a full recourse facility that maylead to a default and acceleration of amounts outstanding (each a Borrower Event of Default). Thesewill include, inter alia:

(a) any of the Obligors fails to pay any amount of principal and/or interest other than Class A8 Step-upAmounts or Class C1 Step-Up Amounts within two Business Days of the due date therefor;

(b) any Financial Indebtedness (other than any Financial Indebtedness arising under the TransactionDocuments or between Obligors) of any Obligor in an amount in aggregate exceeding £500,000 isnot paid when due or is declared to be or otherwise becomes due and payable prior to its specifiedmaturity;

(c) any Obligor becomes subject to insolvency proceedings or is unable to pay its debts as they falldue; or

(d) any representation or statement made or repeated by an Obligor in any of the TransactionDocuments proves incorrect or misleading in any material respect unless the underlying circum-stances leading to the misrepresentation are remedied within 30 days after the earlier of theObligor’s knowledge of the misrepresentation and the date of notices from the Borrower SecurityTrustee to remedy such breach; or

(e) an Issuer Event of Default occurs (as defined in the Terms and Conditions of the Notes).

The effect of an event of default is, in certain circumstances, limited by a materiality provision.

Where the Borrower fails to make all or part of a payment due under the Issuer/Borrower FacilityAgreement on a particular Interest Payment Date, the Issuer will be entitled to draw down on the LiquidityFacility to cover any shortfall subject to certain maximum amounts which may be drawn under the facilityand in respect only of certain payments (see Summary of Principal Documents – Liquidity FacilityAgreement below).

During the next succeeding Interest Period, the Borrower will be obliged to pay to the Issuer at least 1⁄12th

of the amounts so drawn under the Liquidity Facility in relation to each week of the then current InterestPeriod. Any cash received by the Issuer in respect thereof will be paid to the Issuer Cash CollateralisationAccount (the Issuer Cash Collateralisation Account) until the next succeeding Interest Payment Date.If the Borrower pays in full the amount in respect of the amounts drawn under the Liquidity Facility asdescribed above, no event of default under the Issuer/Borrower Facility Agreement will occur notwith-standing the failure to pay on the immediately preceding Interest Payment Date.

In respect of certain other events, the mere occurrence of the event will not in itself entitle the BorrowerSecurity Trustee to declare a Borrower Event of Default and/or accelerate the repayment obligations ofthe Borrower immediately following the expiry of any applicable grace period. In particular, in the eventof any failure by the Borrower to comply with the financial covenants under the Issuer/Borrower FacilityAgreement, the New Securitisation Group shall have 30 days in which to remedy such breach (i) througha reduction in the Term Facilities by optional prepayment thereof; (ii) through the subscription by Punchor a third party of a sufficient amount of a new share capital in any relevant New Securitisation GroupEntity or (iii) through the deposit of funds (in each case, on a subordinated basis acceptable to theBorrower Security Trustee, the Issuer Security Trustee and the Rating Agencies and for a term not lessthan the final maturity date of the Notes then outstanding); and/or (iv) through other remedial actionprovided that the Borrower Security Trustee determines that the Noteholders will not be materiallyprejudiced as a result of such action and (prior to the occurrence of a MBIA Termination Event or MBIAEvent of Default) the consent of MBIA is obtained.

In the case of (i) above, the reduction in the Term Facilities will be deemed to cure a breach of the DSCRCovenant and/or the FCF Covenant if the reduction is in an amount sufficient such that no breach wouldhave occurred.

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In the case of (ii) and (iii) above, the subscription of new share capital in any relevant New SecuritisationGroup Entity and/or a deposit of funds will be deemed to cure:

(i) a breach of the Net Worth Covenant if the amount of the subscription proceeds and/or deposit(as the case may be) is sufficient such that no breach (as reported in the relevant financialratio compliance certificate delivered by the Borrower pursuant to the terms of the Issuer/Borrower Facility Agreement) would have occurred; or

(ii) a breach of the DSCR Covenant and/or the FCF Covenant if the subscription proceeds and/ordeposit is in an amount which is sufficient to generate interest which if available to the NewSecuritisation Group at the time the relevant financial ratio compliance certificate delivered bythe Borrower pursuant to the terms of the Issuer/Borrower Facility Agreement was preparedas earnings, would have meant that no such breach would have been reported.

Any deposit may be withdrawn if, following breach of the DSCR Covenant and/or the FCF Covenant/Net Worth Covenant (as the case may be), such covenant is not breached for four consecutiveFinancial Quarters without taking into account the benefit of the deposit or subscription and theFinancial Adviser has provided advice satisfactory to the Borrower Security Trustee as to thecontinued satisfaction of the DSCR Covenant and/or the FCF Covenant/Net Worth Covenant on anon-going basis notwithstanding the release of such deposit. In determining, inter alia, whether anysubscription of share capital or deposit of funds or other remedial action taken would have curedany breach of the DSCR Covenant and/or the FCF Covenant and/or the Net Worth Covenant, theBorrower Security Trustee may also seek and may rely upon the advice of the Financial Adviser.

The occurrence of a Potential Borrower Event of Default will entitle the Borrower Security Trustee toserve a notice which will result in the floating charges contained in the Punch Taverns B Deed of Chargeover the assets, property and undertaking of each member of the New Securitisation Group to crystalliseso as to become fixed charges (except in relation to assets situated in, or governed by the laws ofScotland (Scottish Assets) of each Obligor, in respect of which the relevant floating charges willcrystallise only on the appointment of a receiver thereunder). The floating charge of each Obligorcontained in the Punch Taverns B Deed of Charge will automatically (except in relation to the ScottishAssets as aforesaid) crystallise so as to become a fixed charge on the occurrence of, inter alia, aninsolvency event in relation to any Obligor. All monies standing to the credit of all bank accounts of eachObligor will, in either of these circumstances, become subject to a fixed charge requiring the priorconsent of the Borrower Security Trustee before any withdrawal may be made.

In each of these circumstances, there will not be an automatic event of default under the Notes.

(bb) Further Term Facilities and New Term Facilities

The Issuer/Borrower Facility Agreement provides that the Borrower may also at any time by writtennotice to the Issuer (with a copy thereof provided to the Borrower Security Trustee) request a further termfacility (a Further Term Facility and each advance thereunder a Further Term Advance) or a New TermFacility (a New Term Facility and each advance thereunder a New Term Advance). A Further TermFacility is one which ranks pari passu with a Term Facility, and a New Term Facility is one which will rankno higher than the Term A Facilities but which can rank pari passu with the Term A Facilities, or belowthe Term A Facilities but ahead of the Term B Facilities and the Term C Facilities, or pari passu with theTerm B Facilities or after the Term B Facilities, or pari passu with the Term C Facilities or after the TermC Facilities. Each Further Term Facility and New Term Facility will be financed by the issue of FurtherNotes and New Notes, respectively, by the Issuer, and will only be permitted if, inter alia, the followingconditions precedent are satisfied:

(a) the Further Term Facility or New Term Facility (as the case may be) is for a minimum aggregateprincipal amount of £5,000,000;

(b) the Rating Agencies then rating the Notes confirm to the Borrower Security Trustee that:

(i) in respect of a request for a Further Term Facility only, the Further Notes to be issued by theIssuer for the purpose of financing the Further Term Facility are assigned: (1) the same ratingas the then current rating of the class of Notes (as the case may be); and (2) in the case ofFurther Notes issued in respect of the Class A7 Notes and the Class A8 Notes, the sameUnderlying Rating as applied in respect of the Class A7 Notes and the Class A8 Notes on theFourth Closing Date; and

(ii) the then current ratings of the Notes (and, in respect of the Class A7 Notes and the Class A8Notes, of their Underlying Rating) will not be downgraded as a result of the proposed issue;

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(c) no Borrower Event of Default, Potential Borrower Event of Default (each as defined above) and/orbreach of financial covenant (as described above) has occurred and is subsisting at the relevantdrawdown date;

(d) a first fixed charge by way of legal mortgage (or, in Scotland, a standard security) (as to which seeRisk Factors – Risks Relating to Business Operations – Regulation – Registration ofMortgages above) over property and a first floating charge over other assets and/or other relevantsecurity interests over any newly acquired Permitted Business will be given in favour of theBorrower Security Trustee (for the benefit of all of the Punch Taverns B Secured Parties) at therelevant drawdown date; and

(e) in certain circumstances requiring MBIA consent (prior to the occurrence of an MBIA TerminationEvent or MBIA Event of Default).

For these purposes, Permitted Business means, broadly, a business centred around the ownership orownership and operation of premises from which hospitality, catering and other incidental services(including accommodation) are to be provided in the United Kingdom, the primary activity of which is thatof owning or owning and operating public houses and restaurants.

To the extent that the Borrower wishes to use the proceeds of a Further Term Advance and/or New TermAdvance for general corporate purposes and, subject to the undertakings it has given to MBIA, in theSecond Guarantee and Reimbursement Agreement (see Summary of Principal Documents – SecondGuarantee and Reimbursement Agreement below), the servicing and/or repayment of subordinateddebt, the payment of dividends and/or the making of loans to any Obligor or any entity outside theSecuritisation Group, it may do so provided that the Borrower and the Issuer obtains the consent of theBorrower Security Trustee (and in this respect the Borrower Security Trustee shall be entitled to take intoaccount a Rating Confirmation in respect of the then current ratings of the Notes and the UnderlyingNotes) with regard to the application of the proceeds of the Further Term Advance or New Term Advancefor one or more of the foregoing purposes.

(cc) Additional debtor

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

(dd) Assignment

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

(ee) Governing Law

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

(2) Punch Taverns B Deed of Charge

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

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dated 21 November 2002 (the Third Supplemental Punch Taverns B Deed of Charge), a supple-mental deed of charge dated 28 November 2002 (the Fourth Supplemental Punch Taverns B Deedof Charge), a supplemental deed of charge dated 1 March 2004 (the Fifth Supplemental PunchTaverns B Deed of Charge), a supplemental deed of charge dated 19 May 2005 (the SixthSupplemental Punch Taverns B Deed of Charge and, together with the Original Punch Taverns BDeed of Charge, the First Supplemental Punch Taverns B Deed of Charge, the Second SupplementalPunch Taverns B Deed of Charge, the Third Supplemental Punch Taverns B Deed of Charge, the FourthSupplemental Punch Taverns B Deed of Charge, the Fifth Supplemental Punch Taverns B Deed ofChargee and the Seventh Supplemental Punch Taverns B Deed of Charge, the Punch Taverns B Deedof Charge).

Under the Punch Taverns B Deed of Charge, each Obligor has granted or will grant first ranking securityinterests over all its assets and undertaking, in favour of the Borrower Security Trustee as security for itsobligations under the Issuer/Borrower Facility Agreement, the Punch Taverns B Deed of Charge, theNew Subordinated Loan and/or any other Transaction Document to which it is party. These securityinterests, taken together, include:

(a) a charge by way of first fixed legal mortgage (or in Scotland, a standard security or (as appropriate)an assignation in security) over the Estate and all present or future real estate owned by each ofthe Obligors legally and/or beneficially owned by it, including all estates or interests in such propertyand all buildings, trade and other fixtures, fixed plant and machinery from time to time on suchfreehold, heritable or leasehold property;

(b) a charge by way of first fixed security over all rents payable by the tenants (excluding rents payablein respect of Pubs in Scotland);

(c) an assignment by way of first fixed security over the ancillary rights of the Obligors under thetenancy agreements, in respect of the Estate and the Pubs (excluding any such Pubs in Scotland);

(d) a charge by way of first equitable mortgage over all shares and other securities owned by it;

(e) an assignment by way of first fixed security of all of its right, title, interest and benefit in and to theTransaction Documents (including the Management Services Agreement and the Supply Agree-ments) to which it is party and all rights in respect of and incidental thereto;

(f) an assignment by way of first fixed security over all of its right, title, interest and benefit, present andfuture, in and to each of the Insurance Policies under which it is an insured party and to all claimspayable and paid thereunder;

(g) an assignment by way of first fixed security over all its right, title, interest and benefit in, present andfuture, in all its intellectual property rights;

(h) a charge by way of first fixed security over all book debts and other debts (including the loans madeto other members of the Punch Group), and all other monies and liabilities whatsoever for the timebeing due, owing or payable to it (other than those governed by the law of Scotland) and all rightsin and in respect of and incidental thereto;

(i) a charge by way of first fixed security over all of its right, title, interest and benefit, present andfuture, in and to all monies at any time and from time to time standing to the credit of, in the caseof the Borrower, the Collection Account, the Disposal Proceeds Account and the CapEx Accountand in the case of each other Obligor, any bank account, together with all rights relating or attachedthereto;

(j) a charge by way of first fixed security over all statutory licences, consents and authorisations,present and future, held by it or otherwise used by it in connection with its business (other thanthose relating to Pubs in Scotland) and all rights in and in respect of and incidental thereto;

(k) a charge by way of first fixed security over all of its right, title, interest and benefit, present andfuture, in and to Eligible Investments held by, or for the account of, the Obligors; and

(l) a first floating charge over the whole of its assets and undertaking not effectively charged by thefirst ranking fixed security (but extending over all of its Scottish Assets).

Although referred to as, and intended to be, fixed security interests, those referred to in paragraphs (b),(c), (e), (f), (g), (h), (i), (j) and (k), above, may take effect as floating security interests. This means thatthe rights of the Punch Taverns B Secured Parties (including the Issuer) in respect of these interests willrank behind certain preferential and other creditors.

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The security interests referred to in paragraphs (a) to (l) above are together referred to as theNew Securitisation Group Security. The Borrower Security Trustee holds the benefit of the NewSecuritisation Group Security on trust for itself, any receiver appointed by it, the Issuer (in respect ofamounts owed to it under the Issuer/Borrower Facility Agreement) and PRAF in respect of the NewSubordinated Loan (together, the Punch Taverns B Secured Parties).

Each Obligor will agree with the Borrower Security Trustee and the Punch Taverns B Secured Partiesthat while any amounts remain due and outstanding under the Issuer/Borrower Facility Agreement, theywill not take any steps or pursue any action for the purpose of recovering any debts due or owing to itby any other Obligor or the Issuer or, as applicable, to petition or procure the petitioning for thewinding-up or administration of any Obligor or the Issuer or the appointment of an administrative receiverin respect of any such company or to take or omit to take any steps whatsoever that may otherwisethreaten or prejudice the security created in favour of the Borrower Security Trustee under the PunchTaverns B Deed of Charge.

Each of the Punch Taverns B Secured Parties will agree that, unless an enforcement notice (BorrowerEnforcement Notice) has been served, it will not take any steps whatsoever to direct the BorrowerSecurity Trustee to enforce the security created in its favour under the Punch Taverns B Deed of Chargenor will it take any steps or pursue any action whatsoever for the purpose of recovering any debts dueor owing to it by any New Securitisation Group Entity or to appoint or procure the appointment of anadministrative receiver for or making of an administration order against, or the winding-up or liquidationof, any such company.

At any time after the amounts outstanding under the Issuer/Borrower Facility Agreement shall havebecome due and repayable and/or the security created by the Punch Taverns B Deed of Charge shallhave become enforceable, neither the Issuer nor any other Punch Taverns B Secured Party will beentitled to proceed directly against any Obligor unless the Borrower Security Trustee, having becomebound so to proceed, fails to do so within three days and such failure is continuing.

(a) Appointment of an administrative receiver

The Punch Taverns B Deed of Charge will provide that the Borrower Security Trustee shall enforce theNew Securitisation Group Security in respect of any Obligor, by appointing an administrative receiver, ifit has actual notice of either: (i) an application for the appointment of an administrator; or (ii) the givingof a notice of intention to appoint an administrator, in respect of such Obligor, such appointment to takeeffect upon the final day by which the appointment must be made in order to prevent an administrationproceeding or (where an Obligor or the directors of an Obligor have initiated the administration) not laterthan that final day.

In addition, the Borrower Security Trustee may (subject to Summary of Principal Documents – PunchTaverns B Deed of Charge — Indemnity of the Borrower Security Trustee below), following theservice of a Borrower Enforcement Notice, enforce the New Securitisation Group Security in respect ofany Obligor by the appointment of an administrative receiver (if the Borrower Security Trustee has notalready done so pursuant to the foregoing).

The Borrower Security Trustee shall not be liable for any failure to appoint an administrative receiver,save in the case of its own gross negligence, wilful default or fraud.

(b) Indemnity of the Borrower Security Trustee

The Borrower Security Trustee will not be obliged to appoint an administrative receiver unless it isindemnified and/or secured to its satisfaction. However, the Punch Taverns B Deed of Charge willprovide that, if the Borrower Security Trustee is required to enforce the New Securitisation GroupSecurity by appointing an administrative receiver following receipt of actual notice of an application forthe appointment of an administrator or actual notice of the giving of a notice of intention to appoint anadministrator, then the Borrower Security Trustee will agree that it is adequately indemnified and securedin respect of such appointment by virtue of its rights against the Obligors under the Punch Taverns BDeed of Charge and the security which it has in respect of such rights. The Obligors will covenant in thePunch Taverns B Deed of Charge that, if the Borrower Security Trustee appoints an administrativereceiver by reason of having actual notice of an application for the appointment of an administrator oractual notice of the giving of a notice of intention to appoint an administrator, they waive any claimagainst the Borrower Security Trustee in respect of such appointment.

Upon the service of a Borrower Enforcement Notice pursuant to the terms of the Issuer/Borrower FacilityAgreement, all payments under or arising from the Issuer/Borrower Facility Agreement and/or the Punch

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Taverns B Deed of Charge (subject as provided below) will be required to be made to the BorrowerSecurity Trustee or to its order. All rights or remedies provided for by the Punch Taverns B Deed ofCharge or available at law or in equity will be exercisable by the Borrower Security Trustee (unlessotherwise expressly provided in the Punch Taverns B Deed of Charge).

In addition, the Borrower Security Trustee will have certain powers with respect to the protection of thesecurity granted under the Punch Taverns B Deed of Charge upon the occurrence of a PotentialBorrower Event of Default and/or a Borrower Event of Default.

(c) Priorities of Payments

1. Pre-Borrower Enforcement Notice

Prior to the service of a Borrower Enforcement Notice, the Borrower may draw on the Operating Accountor, on each Interest Payment Date with the consent of the Borrower Security Trustee withdraw moneysfrom the Collection Accounts to make the following payments or provisions as set out below in thefollowing order of priority (the Borrower Pre-Borrower Enforcement Notice Priority of Payments)(and in each case only if and to the extent that payments or provisions of a higher order of priority havebeen made in full) (including in each case any amount in respect of value added tax payable thereon)(for the avoidance of doubt after meeting on-going operating costs and expenses except where suchcosts and expenses are expressly dealt with in paragraphs (a) to (q) below):

(a) first, to pay or provide for the amounts then due or to be provided to the Borrower Security Trusteein respect of the fees or other remuneration and indemnity payments (if any) then payable to, andany costs, charges, liabilities and expenses then incurred by, the Borrower Security Trustee andany amounts payable to the Borrower Security Trustee under and in connection with the PunchTaverns B Deed of Charge;

(b) second, to pay or to provide for all amounts then due and payable in respect of the Borrower’sobligations to pay any outstanding amounts to the Account Bank in respect of any debit balance onthe Operating Account in accordance with the provisions of the Bank Agreement;

(c) third, to pay or provide for pro rata:

(i) to the Issuer by way of periodic fees under the Issuer/Borrower Facility Agreement an amountequal to the amounts to be paid or provided for by the Issuer as set out in paragraphs (a) to(c)(inclusive) of the Summary of Principal Documents – Issuer Deed of Charge – IssuerPriority of Payments – Pre-Issuer Event of Default, paragraphs (a) to (c) (inclusive) of thePre-Issuer Event of Default Issuer priority of payments as applied and modified in Summaryof Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments – PostIssuer Event of Default, Pre Note Acceleration Notice or paragraphs (a) to (c) (inclusive)of the Summary of Principal Documents – Issuer Deed of Charge – Issuer Priority ofPayments – Post Note Acceleration Notice (as applicable) (together, the Relevant IssuerPriority of Payments); and

(ii) remuneration then payable to any Independent Consultant appointed in accordance with theIssuer/Borrower Facility Agreement;

(d) fourth, to pay into the CapEx Account the amount (if any) required to be deposited in such accountpursuant to the Issuer/Borrower Facility Agreement to the extent of any Maintenance CapExShortfall;

(e) fifth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay:

(i) interest then due and payable in respect of the Term A3 Advance;

(ii) interest then due and payable in respect of the Term A6 Advance;

(iii) interest then due and payable in respect of the Term A7 Advance;

(iv) interest then due and payable in respect of the Term A8 Advance (other than in respect ofTerm A8 Step-Up Amounts);

(v) amounts due and payable by the Borrower to the Issuer under the Issuer/Borrower SwapAgreement;

(vi) to the extent not funded by payments by the Borrower under the Issuer/Borrower SwapAgreement, by way of periodic fees under the Issuer/Borrower Facility Agreement in respectof the Issuer’s obligations in relation to the amounts due but unpaid to the Swap Providersunder the Swap Agreements (other than in respect of any Swap Subordinated Amounts); and

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(vii) to the extent not paid or provided for in paragraph (iii) and paragraph (iv) above by way ofperiodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amountsrequired to be paid or provided by the Issuer as set out in paragraphs (d)(iii)(A) and (d)(iv)(A)of the Relevant Issuer Priority of Payments;

(f) sixth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect ofthe Borrower’s obligations to pay:

(i) principal then due and payable in respect of the Term A3 Advance;

(ii) principal then due and payable in respect of the Term A6 Advance;

(iii) principal then due and payable in respect of the Term A7 Advance;

(iv) principal then due and payable in respect of the Term A8 Advance; and

(v) to the extent not paid or provided for in paragraph (iii) and paragraph (iv) above by way ofperiodic fees under the Issuer/Borrower Facility Agreement an amount equal to the amountsrequired to be paid or provided by the Issuer as set out in paragraphs (e)(iii)(A) and (e)(iv)(A)of the Relevant Issuer Priority of Payments;

(g) seventh, to pay or provide for pro rata the amounts then due and payable to the Issuer in respectof the Borrower’s obligations to pay:

(i) interest then due and payable in respect of the Term B1 Advance; and

(ii) interest then due and payable in respect of the Term B2 Advance;

(h) eighth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect ofthe Borrower’s obligations to pay:

(i) principal then due and payable in respect of the Term B1 Advance; and

(ii) principal then due and payable in respect of the Term B2 Advance;

(i) ninth, to pay or provide for the amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay interest then due and payable in respect of the Term C1 Advance(other than in respect of Term C1 Step-Up Amounts);

(j) tenth, to pay or provide for the amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay principal then due and payable in respect of the Term C1 Advance;

(k) eleventh, to pay or provide for the amounts then due and payable to the Issuer by way of periodicfees under the Issuer/Borrower Facility Agreement an amount equal to the amounts required to bepaid or provided by the Issuer as set out in paragraphs (j) and (k) of the Relevant Issuer Priority ofPayments;

(l) twelfth, to pay or provide for any amounts then due and payable by the Borrower to the Issuer byway of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the SwapSubordinated Amounts payable by the Issuer to the Swap Providers;

(m) thirteenth, to pay or provide for the amounts then due and payable or to be provided in respect ofthe Borrower’s liability or possible liability for all amounts of tax payable by the Borrower;

(n) fourteenth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respectof the Borrower’s obligation to pay:

(i) Term A8 Step-Up Amounts then due and payable; and

(ii) by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to theamounts required to be paid or provided by the Issuer as set out in paragraph (n)(ii) of theRelevant Issuer Priority of Payments;

(o) fifteenth, to pay or provide for amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay Term C1 Step-Up Amounts then due and payable;

(p) sixteenth, to pay or provide for pro rata interest (if any) on the New Subordinated Loan or amountsunder the Hive Across Indemnities in accordance with the Issuer/Borrower Facility Agreement; and

(q) seventeenth, the surplus (if any) to the Obligors or other persons entitled thereto.

Moneys may be withdrawn from the Collection Account (with the consent of the Borrower SecurityTrustee) on any day other than an Interest Payment Date and applied inter alia (i) in making Permitted

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Restricted Payments, (ii) in making Permitted Acquisitions and (iii) in or towards CapEx, in each case inaccordance with the Issuer/Borrower Facility Agreement.

The Issuer may in certain circumstances set off amounts due and payable by the Borrower to it underthe Issuer/Borrower Facility Agreement in respect of the Term A8 Advance and the Term C1 Advance,against amounts due and payable by it to the Borrower under the Issuer/Borrower Swap Agreement,provided that (in the case of set off by the Issuer against amounts due and payable by the Borrower tothe Issuer under the Issuer/Borrower Facility Agreement in respect of the Term C1 Advance), theBorrower would have sufficient moneys available following such set off to pay or provide for all otheramounts due and payable under paragraph (e) and all amounts due and payable under paragraphs(f) to (h) (inclusive) of the Borrower Pre-Borrower Enforcement Notice Priority of Payments.

2. Post-Enforcement, Pre-Acceleration

Upon the service of a Borrower Enforcement Notice, the Borrower Security Trustee may cancel thecommitment of the Issuer to make Further Term Advances or New Term Advances, declare the TermAdvances due and payable immediately or on demand and/or otherwise exercise all rights available toit, including the enforcement of the security granted by the Obligors.

To the extent that the Borrower Security Trustee decides not to accelerate the Term Advances asdescribed above, it may declare the security enforceable through the service of a Borrower EnforcementNotice, such notice to be given to, amongst others, the Punch Taverns B Secured Parties. The effect ofsuch service will be, inter alia, to crystallise the floating charges over the operating accounts of theObligors. Upon the service of a Borrower Enforcement Notice, the Borrower Security Trustee will beobliged to serve, or procure the service of, a notice to Tenants requiring them to pay all future rents andother monies due under the Tenancy Agreements into the Rentals Account. At the same time, theBorrower Security Trustee may (and in certain circumstances shall) exercise its powers to appoint areceiver in respect of each Obligor and thereafter the Borrower Security Trustee will have control overthe operating accounts and, to the extent of the funds available, will cause them to be applied in the samemanner as prior to the appointment of the receiver, save that no Obligor will be able to make anypayments in respect of any subordinated indebtedness (including the New Subordinated Loan) or anydividend or distribution without the prior consent of the Borrower Security Trustee and MBIA (prior to theoccurrence of an MBIA Termination Event or MBIA Event of Default).

The Borrower Security Trustee may, at any time following the enforcement of the security under thePunch Taverns B Deed of Charge, discontinue such enforcement, provided that the circumstances that,inter alia, gave rise to the enforcement no longer apply and provided further that no other Borrower Eventof Default has occurred and is continuing. Following the discontinuance of such enforcement, theBorrower shall make payments in accordance with the priority set forth under Summary of PrincipalDocuments – Punch Taverns B Deed of Charge – Priority of Payments – Pre-BorrowerEnforcement Notice above.

3. Post-Acceleration

All moneys received or recovered by the Borrower Security Trustee (or a receiver appointed on its behalf)from any Obligor following service of a Borrower Enforcement Notice and the acceleration of theTerm Advances will be applied (unless otherwise required by operation of law) (including in each caseany amount in respect of value added tax payable thereon):

(a) first, to pay or provide for pro rata the amounts then due and payable:

(i) to the Borrower Security Trustee in respect of the fees or other remuneration and indemnitypayments then payable to, and any costs, charges, liabilities and expenses then incurred by,the Borrower Security Trustee under the Punch Taverns B Deed of Charge; and

(ii) to the Receiver in respect of the fees or other remuneration and indemnity payments thenpayable to, and any costs, charges, liabilities and expenses then incurred by, such Receiverunder the Punch Taverns B Deed of Charge;

(b) second, to pay or provide for all amounts then due and payable in respect of the Borrower’sobligations to pay any outstanding amounts to the Account Bank in respect of any debit balance onthe Operating Account in accordance with the provisions of the Bank Agreement;

(c) third, to pay or provide for pro rata the amounts then due or to be provided in respect thereof:

(i) to the Issuer an amount equal to the amounts to be paid or provided for in respect of all of theIssuer’s obligations set out in paragraphs (a) to (c) (inclusive) of the Relevant Issuer Priorityof Payments; and

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(ii) remuneration then payable to any Independent Consultant appointed in accordance with theIssuer/Borrower Facility Agreement;

(d) fourth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect ofthe Borrower’s obligations to pay:

(i) interest then due and payable in respect of the Term A3 Advance;

(ii) interest then due and payable in respect of the Term A6 Advance;

(iii) interest then due and payable in respect of the Term A7 Advance;

(iv) interest then due and payable in respect of the Term A8 Advance (other than in respect ofTerm A8 Step-Up Amounts);

(v) amounts due and payable by the Borrower to the Issuer under the Issuer/Borrower SwapAgreement;

(vi) to the extent not funded by payments by the Borrower under the Issuer/Borrower SwapAgreement, by way of periodic fees under the Issuer/Borrower Facility Agreement in respectof the Issuer’s obligations in relation to the amounts due but unpaid to the Swap Providersunder the Swap Transactions (other than in respect of any Swap Subordinated Amounts); and

(vii) to the extent not paid or provided for in paragraph (iii) and paragraph (iv), by way of periodicfees under the Issuer/Borrower Facility Agreement an amount equal to the amounts requiredto be paid or provided by the Issuer as set out in paragraphs (d)(iii)(A) and (d)(iv)(A) of theRelevant Issuer Priority of Payments;

(e) fifth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay:

(i) principal then due and payable in respect of the Term A3 Advance;

(ii) principal then due and payable in respect of the Term A6 Advance;

(iii) principal then due and payable in respect of the Term A7 Advance;

(iv) principal then due and payable in respect of the Term A8 Advance; and

(v) to the extent not paid or provided for in paragraph (iii) and paragraph (iv), by way of periodicfees under the Issuer/Borrower Facility Agreement an amount equal to the amounts requiredto be paid or provided for by the Issuer as set out in paragraphs (e)(iii)(A) and (e)(iv)(A) of theRelevant Issuer Priority of Payments;

(f) sixth, to pay or provide for pro rata the amounts then due and payable to the Issuer in respect ofthe Borrower’s obligations to pay:

(i) interest then due and payable in respect of the Term B1 Advance; and

(ii) interest then due and payable in respect of the Term B2 Advance;

(g) seventh, to pay or provide for pro rata the amounts then due and payable to the Issuer in respectof the Borrower’s obligations to pay:

(i) principal then due and payable in respect of the Term B1 Advance; and

(ii) principal then due and payable in respect of the Term B2 Advance;

(h) eighth, to pay or provide for the amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay interest then due and payable in respect of the Term C1 Advance(other than in respect of Term C1 Step-Up Amounts);

(i) ninth, to pay or provide for the amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay principal then due and payable in respect of the Term C1 Advance;

(j) tenth, to pay or provide for the amounts then due and payable to the Issuer in respect of theBorrower’s obligation to pay by way of periodic fees under the Issuer/Borrower Facility Agreementan amount equal to the amounts required to be paid or provided for by the Issuer as set out inparagraph (j) and (k) of the Relevant Issuer Priority of Payments;

(k) eleventh, to pay or to provide for any amounts then due and payable by the Borrower to the Issuerby way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to the SwapSubordinated Amounts payable by the Issuer to the Swap Providers;

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(l) twelfth, to pay or provide for pro rata amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay;

(i) Term A8 Step-Up Amounts then due and payable; and

(ii) by way of periodic fees under the Issuer/Borrower Facility Agreement an amount equal to theamounts required to be paid or provided by the Issuer as set out in paragraph (n)(ii) of theRelevant Issuer Priority of Payments;

(m) thirteenth, to pay or provide for amounts then due and payable to the Issuer in respect of theBorrower’s obligations to pay Term C1 Step-Up Amounts then due and payable; and

(n) fourteenth, the surplus (if any) to the Obligors or other persons entitled thereto.

The Issuer may in certain circumstances set off amounts due and payable by the Borrower to it underthe Issuer/Borrower Facility Agreement in respect of the Term A8 Advance and the Term C1 Advance,against amounts due and payable by it to the Borrower under the Issuer/Borrower Swap Agreement,provided that (in the case of set off by the Issuer against amounts due and payable by the Borrower tothe Issuer under the Issuer/Borrower Facility Agreement in respect of the Term C1 Advance), theBorrower would have sufficient moneys available following such set off to pay or provide for all otheramounts due and payable under paragraph (e) and all amounts due and payable under paragraphs(f) to (h) (inclusive) of the Borrower Post-Acceleration Priority of Payments.

The Punch Taverns B Deed of Charge will be governed by English law (other than in respect of the fixedcharges over Scottish Assets and any terms particular to Scots law, which will be governed by Scots law).

(3) Issuer/Borrower Swap Agreement

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

The Issuer/Borrower Swap Agreement will be governed by English law.

(4) Second Guarantee and Reimbursement Agreement

(a) General

In relation to the Second MBIA Financial Guarantee, the Issuer, the Borrower, the Obligors, the NoteTrustee and the Issuer Security Trustee, inter alios, will enter into a second guarantee and reimburse-ment agreement with MBIA on the Fourth Closing Date (the Second Guarantee and ReimbursementAgreement) under which the Issuer will be obliged, inter alia, to reimburse MBIA in respect of anypayment made by MBIA under the Second MBIA Financial Guarantee and the Issuer will be obliged topay a fee equal to certain fees and expenses of MBIA in respect of the provision of the Second MBIAFinancial Guarantee and a surveillance fee.

Subject to the terms of the Second MBIA Financial Guarantee and to the provisions of the Issuer Deedof Charge, in order to enable MBIA to recover from the Issuer amounts which have been paid by MBIAin respect of the Class A7 Notes and the Class A8 Notes under the Second MBIA Financial Guarantee,MBIA shall be subrogated to any rights of the Class A7 Noteholders and the Class A8 Noteholdersagainst the Issuer in respect of the Class A7 Notes and the Class A8 Notes.

The Second MBIA Financial Guarantee Fee, all Second Interest Reimbursement Amounts and certainother amounts due by the Issuer under the Second Guarantee and Reimbursement Agreement inrespect of the Class A7 Notes and the Class A8 Notes will rank pari passu with interest on the Class ANotes (other than in respect of Class A8 Step-Up Amounts). Second MBIA Prepayment Fees and allSecond Principal Reimbursement Amounts due by the Issuer under the Second Guarantee and

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Reimbursement Agreement in respect of the Class A7 Notes and the Class A8 Notes will rank pari passuwith principal on the Class A Notes. Premium Step-Up Amounts shall be subordinated as set out inSummary of Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments.

(b) Restrictions

Under the terms of the Second Guarantee and Reimbursement Agreement, the Issuer, the Borrower andthe Obligors will undertake further restrictions for the benefit of MBIA in relation to the following and othermatters:

(a) the ability of the Issuer to issue Further Notes, New Notes and/or Replacement Notes;

(b) the ability of the Borrower to make payments in respect of and/or repayments under the NewSubordinated Loan;

(c) the ability of the Borrower to purchase Notes;

(d) the ability of the Borrower to undertake an acquisition other than a Permitted Acquisition; and

(e) the replacement of the Liquidity Facility Provider or a Swap Provider and/or amendments to theLiquidity Facility Agreement or the Swap Agreements.

Under the terms of the Second Guarantee and Reimbursement Agreement, the Borrower, the Issuer andMBIA will enter into a letter agreement in respect of the Second MBIA Financial Guarantee Fee payablefor the issue of the Second MBIA Financial Guarantee (the Second MBIA Financial Guarantee FeeLetter). The obligation of the Issuer to pay the Second MBIA Financial Guarantee Fee will be reduced,in respect of an early redemption or purchase of the Class A7 Notes or the Class A8 Notes, by a pro rataamount equal to the principal amount of the Class A7 Notes or the Class A8 Notes so redeemed orpurchased. In such circumstances, the Second MBIA Financial Guarantee Fee Letter will also provide forcertain additional amounts which may be payable in the event of an early redemption by the Issuer orpurchase by the Borrower or its affiliates of the Class A7 Notes and the Class A8 Notes (Second MBIAPrepayment Fees).

All consents to be provided by MBIA under the terms of the Transaction Documents are subject to noMBIA Termination Event and no MBIA Event of Default having occurred and being continuing and subjectto the provisions of the Second Guarantee and Reimbursement Agreement.

The Second Guarantee and Reimbursement Agreement will be governed by English Law.

(5) Liquidity Facility Agreement

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

The drawdown conditions under the Liquidity Facility Agreement are that the Liquidity Facility Providerhas received from the Issuer a duly completed liquidity facility drawing notice, the proposed date for themaking of such liquidity drawing is an Interest Payment Date and within the availability period of theLiquidity Faciliy Agreement, the proposed amount of such liquidity drawing does not exceed the lesserof: (i) the amount of the available liquidity facility and (ii) the Liquidity Shortfall and no Liquidity FacilityEvent of Default has occurred and is continuing and has not been waived.

Provided that the Liquidity Facility Provider meets certain requirements and complies with certainobligations, if any amounts are required to be deducted or withheld for or on account of tax from any

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payment made by the Issuer to the Liquidity Facility Provider under the Liquidity Facility Agreement, theamount of the payment due from the Issuer will be increased to the extent necessary to ensure that, aftersuch deduction or withholding has been made, the amount received by the Liquidity Facility Provider isequal to the amount that it would have received had no such withholding or deduction been required tobe made.

The Liquidity Facility Agreement will provide that the Liquidity Facility Provider may, upon the occurrenceof certain Liquidity Facility Events of Default in respect of the Issuer, declare all outstanding drawingsunder the Liquidity Facility to be immediately due and payable. Upon the occurrence of any such event,undrawn portions of the Liquidity Facility may be cancelled and the amounts available under the LiquidityFacility may be reduced to zero.

Liquidity Facility Events of Default will include the following:

(a) the Issuer fails to pay any sum due from it under the Liquidity Facility Agreement (unless, in thecase of Liquidity Subordinated Amounts, sufficient funds are not available for such payment inaccordance with the Relevant Issuer Priority of Payments) at the time, in the currency and in themanner specified in the Liquidity Facility Agreement and such failure continues, in the case offailure to pay principal for a period of 3 Business Days and, in the case of failure to pay interest orany other sum apart from principal or any Liquidity Subordinated Amounts for a period of5 Business Days;

(b) the Note Trustee delivers a Note Acceleration Notice or, having become bound to do so, fails toserve a Note Acceleration Notice within 30 days of becoming so bound and such failure iscontinuing;

(c) at any time it is or becomes unlawful for the Issuer or the Servicer to perform or comply with anyor all of its material obligations under the Liquidity Facility Agreement or any of the otherTransaction Documents to which the Liquidity Facility Provider is party or any of the materialobligations of the Issuer under the Liquidity Facility Agreement or any of the other TransactionDocuments to which the Liquidity Facility Provider is party are not or cease to be legal, valid,binding and enforceable;

(d) the Issuer fails duly to perform or comply with any material non-payment obligation, condition orprovision expressed to be assumed by it in the Liquidity Facility Agreement (unless sufficient fundsare not available for such payment in accordance with the Revelant Issuer Priority of Payments)and such failure continues for 20 Business Days after the Liquidity Facility Provider has givennotice of such failure to perform or comply to the Issuer or the Servicer, the Issuer Security Trusteeand MBIA requiring remedy;

(e) any representation, warranty or statement which is given by the Issuer in the Liquidity FacilityAgreement proves to be incorrect in any material respect when given or, if it were repeated at anytime by reference to the circumstances then prevailing, would be incorrect in any material respectat such time or any representation, warranty or statement contained in any certificate, statement ornotice provided to the Liquidity Facility Provider under or in connection with the Liquidity FacilityAgreement proves to be incorrect in any material respect at the time it was made and the result ofany of the foregoing materially and adversely affects the ability of the Issuer or to observe orperform its obligations under the Liquidity Facility Agreement and such breach continues for 20Business Days after the Liquidity Facility Provider has given notice of such breach to the Issuer orthe Servicer, the Issuer Security Trustee and MBIA requiring remedy of the same; and

(f) any of the following occurs:

(i) if no administrative receiver has been appointed in accordance with the Issuer Deed ofCharge with respect to the Issuer, an administrator has been appointed or a winding-up order(other than a winding-up for the purposes of merger, amalgamation or reconstruction theterms of which shall have been previously approved by the Issuer Security Trustee and MBIA)is made with respect to the Issuer; or

(ii) any administrative receiver appointed with respect to the Issuer under the Issuer Deed ofCharge is removed and a liquidator or administrator is appointed with respect to the Issuer.

In addition, the Liquidity Facility Agreement will provide that (a) if the Liquidity Facility Provider declinesto renew the commitment period of the Liquidity Facility upon request by the Issuer and/or (b) theLiquidity Facility Provider’s short term, unsecured, unsubordinated and unguaranteed debt obligations

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cease to be rated at least the Minimum Short-Term Ratings and, in either case, the Issuer is unable withina period of 10 days to find a replacement Liquidity Facility Provider with the Minimum Short-Term Ratings((b) being a Liquidity Downgrade Event and each of (a) and (b) being a Liquidity Event), the Issuerwill be entitled to require the Liquidity Facility Provider to pay into a designated bank account of theIssuer (the Liquidity Facility Reserve Account), maintained with the Liquidity Facility Provider for solong as the Liquidity Facility Provider has the Minimum Short-Term Ratings (or otherwise with theAccount Bank or other bank, the short term, unsecured, unsubordinated and unguaranteed debtobligations of which are rated at least the Minimum Short-Term Ratings and which is within the chargeto United Kingdom corporation tax) an amount equal to its undrawn commitment under the LiquidityFacility Agreement (the Standby Deposit).

The Standby Deposit itself and the Liquidity Facility Reserve Account will not be available to the IssuerSecured Creditors generally. Amounts standing to the credit of the Liquidity Facility Reserve Accountwhich represent a Standby Deposit will, subject to the Issuer Deed of Charge, be available to the Issuerby way of liquidity drawing in the event of there being a Liquidity Shortfall in the circumstances providedin the Liquidity Facility Agreement. Such a liquidity drawing will accrue interest and be repayable aspreviously described, except that, until the Liquidity Facility Provider is replaced or the Liquidity Eventwhich gave rise to the Standby Deposit is remedied, repayment will be made into the Liquidity FacilityReserve Account. Any costs incurred by the Issuer in obtaining a replacement liquidity facility or inutilising the Liquidity Facility will be borne by the Liquidity Facility Provider. Following the delivery by theNote Trustee of a Note Acceleration Notice to the Issuer, any amounts then standing to the credit of theLiquidity Facility Reserve Account which represent the Standby Deposit will be paid to the LiquidityFacility Provider and will not be available to the Noteholders.

The Liquidity Facility Agreement will be governed by English law.

(6) The Swap Agreements

The Swap Transactions, including one or more Existing Swaps and/or Second New Swaps, are intendedto hedge the obligations of the Issuer with respect to the floating rate component of interest paymentsunder the Class A8 Notes and the Class C1 Notes. Each Swap Transaction will take the form of afixed/floating interest rate swap and/or other appropriate arrangement commensurate with the ratings ofthe Notes on the Fourth Closing Date and will be governed by and form part of an ISDA MasterAgreement (a Swap Agreement) entered into by the Issuer and the relevant Swap Provider on or beforethe Fourth Closing Date.

Pursuant to the terms of each Swap Transaction, the Issuer will make periodic fixed rate payments to therelevant Swap Provider in sterling which the Issuer will fund using, inter alia, interest payments which itreceives from the Borrower under the Issuer/Borrower Facility Agreement and payments received by itunder the Issuer/Borrower Swap Agreement. The Swap Providers will, on the same date(s), makefloating rate payments in sterling (calculated by reference to LIBOR) to the Issuer. With respect topayments due under each Swap Transaction on the same date, the amounts payable by the Issuer anda Swap Provider will be netted so that only a net amount will be due from the Issuer or the Swap Provider(as the case may be) on any date.

(a) Ratings downgrade of a Swap Provider

If the ratings assigned to the long-term or short term unsecured, unsubordinated and unguaranteed debtobligations of a Swap Provider are downgraded below the minimum ratings given by the relevant RatingAgency specified in a Swap Agreement (the Minimum Ratings), such Swap Provider will be requiredwithin 30 days thereof to take one of certain remedial measures which may include (i) the provision ofcollateral for its obligations under the relevant Swap Agreement; (ii) the transfer of its obligations underthe relevant Swap Agreement to a replacement swap counterparty who has at least the Minimum Ratingsand (in the case of the Existing Swaps) is acceptable to MBIA; (iii) procuring another person who has atleast the Minimum Ratings and (in the case of the Existing Swaps) is acceptable to MBIA to become aco-obligor or to guarantee the obligations of the relevant Swap Provider; or (iv) taking such other actionas it may agree with the relevant Rating Agency and MBIA.

If the ratings assigned to the short-term or long-term unsecured, unsubordinated and unguaranteed debtobligations of a Swap Provider are further downgraded, such Swap Provider will be required, on areasonable efforts basis, to take one of certain further remedial measures which may include transferringits obligations under the relevant Swap Agreement to a replacement swap counterparty who has at least

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the Minimum Ratings, or procuring another person who has at least the Minimum Ratings to guaranteethe obligations of the relevant Swap Provider.

A failure by a Swap Provider to take the required remedial action following a ratings downgrade will,subject to certain conditions, give the Issuer a right to terminate the transactions under the relevant SwapAgreement.

(b) Excess collateral

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

(c) Termination rights and payments

Each Swap Transaction (or in certain circumstances, part thereof) may be terminated by one party if(i) an applicable event of default or termination event (each as specified in the relevant Swap Agreement)occurs in relation to the other party; (ii) the relevant class of Notes is redeemed, repurchased orcancelled (in each case, in full and in certain circumstances, in part) prior to their stated maturity; or(iii) either a Note Acceleration Notice or (subject to the conditions specified in the relevant SwapAgreement) an Issuer Enforcement Notice, as the case may be, is served.

If a Swap Transaction is terminated, whether in whole or in part, prior to its stated termination date, atermination amount may be payable by one party to the other. Any such termination amount may besubstantial and if payable to a Swap Provider, will, other than in limited circumstances, rank in priority orpari passu to amounts due to the Noteholders.

(d) Transfer

A Swap Provider may at its discretion and its own cost transfer all of its rights and obligations under aSwap Agreement to another party with the prior written consent of MBIA, provided that, inter alia, suchparty has at least the Minimum Ratings or its performance under the relevant Swap Agreement and therelated transactions will be guaranteed in full by the relevant Swap Provider.

If certain Events of Default or Termination Events occur under the relevant Swap Agreement, MBIA has,subject to certain conditions set out in the relevant Swap Agreement, the right to take actions as detailedin the relevant Swap Agreement, including providing a guarantee of the Issuer’s obligations under theSwap Agreement so that the transactions under the relevant Swap Agreement do not terminate.

(e) Withholding Tax

All payments to be made by either party under a Swap Agreement are to be made without deduction orwithholding for or on account of tax unless such deduction or withholding is required by applicable law.

If the Issuer is required to make such a deduction or withholding from any payment to be made to a SwapProvider under a Swap Agreement (the requirement to deduct or withhold being a Tax TerminationEvent in respect of the Issuer), the sum to be paid will not be increased to the extent necessary to ensurethat, after that deduction or withholding is made, the amount received by the Swap Provider is equal tothe amount which that Swap Provider would have received had that deduction or withholding not beenrequired to be made.

If a Swap Provider is required to make such a deduction or withholding from any payment to be madeto the Issuer under a Swap Agreement (the requirement to deduct or withhold being a Tax TerminationEvent in respect of the Swap Provider), the sum to be paid will be increased to the extent necessary toensure that, after deduction or withholding is made, the amount received by the Issuer is equal to theamount which the Issuer would have received had that deduction or withholding not been required to bemade.

If a Tax Termination Event occurs, the party required to pay an increased amount or to receive a paymentfrom which an amount has been deducted or withheld, as the case may be, may terminate the Swap

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Agreement, subject to the Swap Provider being required to use reasonable efforts to transfer its rightsand obligations in respect of the Swap Agreement to another office or affiliate such that payments madeby and to that Swap Provider or affiliate under the Swap Agreement can be made without any deductionor withholding for or on account of tax.

(f) Governing Law

The Swap Agreements will be governed by English law.

(7) Issuer Deed of Charge

On or about the Fourth Closing Date, the parties to the Original Issuer Deed of Charge together with theSwap Providers and MBIA will enter into an eighth supplemental deed of charge (the EighthSupplemental Issuer Deed of Charge). This will be supplemental to the deed of charge entered into by,inter alios, the Issuer, the Liquidity Facility Provider, the Note Trustee and the Issuer Security Trusteedated 30 June 1999 (the Original Issuer Deed of Charge), as supplemented by a first supplementaldeed of charge dated 5 July 1999 (the First Supplemental Issuer Deed of Charge), a secondsupplemental deed of charge dated 23 December 1999 (the Second Supplemental Issuer Deed ofCharge), a third further supplemental Issuer Deed of Charge dated 17 February 2000 (the ThirdSupplemental Issuer Deed of Charge), a fourth supplemental deed of charge dated 21 November2002 (the Fourth Supplemental Issuer Deed of Charge), a fifth supplemental deed of charge dated 28November 2002 (the Fifth Supplemental Issuer Deed of Charge), a sixth supplemental deed of chargedated 17 June 2005 (the Sixth Supplemental Issuer Deed of Charge) and a seventh supplementaldeed of charge dated 19 May 2005 (the Seventh Supplement Issuer Deed of Charge and together withthe Original Issuer Deed of Charge, the First Supplemental Issuer Deed of Charge, the SecondSupplemental Issuer Deed of Charge, the Third Supplemental Issuer Deed of Charge, the FourthSupplemental Issuer Deed of Charge, the Fifth Supplemental Issuer Deed of Charge, the SixthSupplemental Issuer Deed of Charge and the Eighth Supplemental Issuer Deed of Charge, the IssuerDeed of Charge).

Under the terms of the Issuer Deed of Charge, the Issuer has granted or will grant security in favour ofthe Issuer Security Trustee who holds such security on trust for the benefit of itself and the other IssuerSecured Creditors including:

(a) an assignment by way of a first fixed security of its right, title, interest and benefit, present andfuture, in, to and under the Transaction Documents to which it is a party, including the security trustscreated under the Punch Taverns B Deed of Charge;

(b) a charge by way of a first fixed security over the amounts from time to time standing to the creditof a prefunding account, the Issuer Transaction Account, the Issuer Cash Collateralisation Accountand the Liquidity Facility Reserve Account;

(c) a charge by way of first fixed security over all investments in Eligible Investments (as definedbelow) permitted to be made pursuant to the Servicing and Cash Management Agreement; and

(d) a first floating charge (ranking behind the claims of certain preferential and other creditors) over allof the property, assets and undertakings of the Issuer not already subject to fixed security (butextending over all of its Scottish Assets), all as more particularly set out in the Issuer Deed ofCharge.

The security interests referred to in paragraphs (b) and (c) above, although expressed as fixed securityinterests, may take effect as floating security interests and thus rank behind the claims of certainpreferential and other creditors.

The assets of the Issuer (other than cash held by the Escrow Agent), which will constitute the securityfor the Notes, will also stand as security for amounts payable by the Issuer, inter alia:

(a) to the Issuer Security Trustee and the Note Trustee under the Issuer Deed of Charge, the TrustDeed and the Existing Notes Agency Agreement, the First New Notes Agency Agreement and theSecond New Notes Agency Agreement;

(b) to MBIA under the Second Guarantee and Reimbursement Agreement, the Second MBIA FinancialGuarantee Fee Letter and the Issuer Deed of Charge;

(c) to the Liquidity Facility Provider under the Liquidity Facility Agreement and the Issuer Deed ofCharge;

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(d) to the Paying Agents and the Agent Banks under the Existing Notes Agency Agreement, the FirstNew Notes Agency Agreement, the Second New Notes Agency Agreement and the Issuer Deed ofCharge;

(e) to the Account Bank under the Servicing and Cash Management Agreement and the Issuer Deedof Charge; and

(f) to the Swap Providers under the Swap Agreements and the Issuer Deed of Charge.

The Issuer Security Trustee, the Paying Agents, the Agent Banks, the Note Trustee, the Noteholders,MBIA, the Liquidity Facility Provider, the Account Bank and the Swap Providers are together referred toas the Issuer Secured Creditors.

Under the terms of the Issuer Deed of Charge, the Issuer has covenanted with the Issuer SecurityTrustee, inter alia, not to sell or otherwise dispose of any part of its assets, or to permit or consent to anyperson whose obligations form part of the Issuer Security, being released from such obligations, save asenvisaged in or permitted by the Transaction Documents to which it is a party.

(a) Appointment of an administrative receiver

The Issuer Deed of Charge will provide that the Issuer Security Trustee shall enforce the Issuer Securityin respect of the Issuer, by appointing an administrative receiver, if it has actual notice of either: (i) anapplication for the appointment of an administrator; or (ii) the giving of a notice of intention to appoint anadministrator, in respect of the Issuer, such appointment to take effect upon the final day by which theappointment must be made in order to prevent an administration proceeding or (where the Issuer or thedirectors of the Issuer have initiated the administration) not later than that final day.

In addition, the Issuer Security Trustee may (subject to Summary of Principal Documents – IssuerDeed of Charge – Indemnity of the Issuer Security Trustee below), following the occurrence of anIssuer Event of Default, enforce the Issuer Security in respect of the Issuer by the appointment of anadministrative receiver (if the Issuer Security Trustee has not already done so pursuant to the foregoing).

The Issuer Security Trustee shall not be liable for any failure to appoint an administrative receiver, savein the case of its own gross negligence, wilful default or fraud.

(b) Indemnity of the Issuer Security Trustee

The Issuer Security Trustee will not be obliged to appoint an administrative receiver unless it isindemnified and/or secured to its satisfaction. However, the Issuer Deed of Charge will provide that, if theIssuer Security Trustee is required to enforce the Issuer Security by appointing an administrative receiverfollowing receipt of actual notice of an application for the appointment of an administrator or actual noticeof the giving of a notice of intention to appoint an administrator, then the Issuer Security Trustee willagree that it is adequately indemnified and secured in respect of such appointment by virtue of its rightsagainst the Issuer under the Issuer Deed of Charge and the security which it has in respect of such rights.The Issuer will covenant in the Issuer Deed of Charge that, if the Issuer Security Trustee appoints anadministrative receiver by reason of having actual notice of an application for the appointment of anadministrator or actual notice of the giving of a notice of intention to appoint an administrator, it waivesany claim against the Issuer Security Trustee in respect of such appointment

(c) Issuer Priority of Payments

(1) Pre-Issuer Event of Default

Prior to the occurrence of an Issuer Event of Default which has occurred and is subsisting, amountsstanding to the credit of the Issuer Transaction Account (other than any Swap Excluded Amounts (asdefined below)) shall be applied in the following order of priority (including in each case any amount inrespect of value added tax payable thereon):

(a) first, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) the fees or other remuneration and indemnity payments (if any) payable to the Issuer SecurityTrustee and any costs, charges, liabilities and expenses incurred by it under the provisions ofthe Issuer Deed of Charge and any of the other Transaction Documents, together with interestthereon as provided for therein;

(ii) the fees or other remuneration and indemnity payments (if any) payable to the Note Trusteeand any costs, charges, liabilities and expenses incurred by it under the provisions of the TrustDeed and any of the other Transaction Documents, together with interest thereon as providedfor therein;

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(iii) the fees or other remuneration and indemnity payments (if any) payable to the Depositary, theRegistrar, the Paying Agents and the Existing Notes Agent Bank and any costs, charges,liabilities and expenses incurred under the provisions of the Existing Notes Agency Agree-ment, the Depositary Agreement and any of the other Transaction Documents, together withinterest thereon as provided for therein; and

(iv) the fees or other remuneration and indemnity payments (if any) payable to the Paying Agents,the First New Notes Agent Bank and the Second New Notes Agent Bank and any costs,charges, liabilities and expenses incurred under the provisions of the First New Notes AgencyAgreement, the Second New Notes Agency Agreement and any of the other TransactionDocuments, together with interest thereon as provided for therein;

(b) second, in or towards satisfaction (after application of all amounts in the Issuer Cash Collaterali-sation Account and the Liquidity Facility Reserve Account (if any)) of all amounts of principal,interest, commitment fees and any mandatory costs due or accrued but unpaid to the LiquidityFacility Provider under the terms of the Liquidity Facility Agreement but, in the case of themandatory costs only, up to a maximum aggregate amount of 0.2 per cent. per annum of themaximum aggregate amount available to be drawn under the Liquidity Facility (any amounts inexcess of 0.2 per cent. per annum as aforesaid and any amounts in respect of withholding taxesand increased costs being the Liquidity Subordinated Amounts);

(c) third, in or towards satisfaction, pro rata according to the respective amounts thereof, of the fees,costs, expenses and liabilities of:

(i) the Account Bank under the provisions of the Bank Agreement;

(ii) the Servicer under the provisions of the Servicing and Cash Management Agreement; and

(iii) the Financial Adviser under the provisions of the Financial Advisory Services Agreement;

(d) fourth, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) all amounts of interest due or accrued due but unpaid under the Class A3 Notes;

(ii) all amounts of interest due or accrued due but unpaid under the Class A6 Notes;

(iii)

(A) all Second Interest Reimbursement Amounts due under the Second Guarantee andReimbursement Agreement in respect of payments by MBIA to the Class A7 Notehold-ers and the Second MBIA Financial Guarantee Fee and other amounts payable to MBIAin respect of the Class A7 Notes (other than the Second Principal ReimbursementAmounts, any Second MBIA Prepayment Fees and any Premium Step-Up Amounts asexpressly referred to below); and

(B) all amounts of interest due or accrued due but unpaid under the Class A7 Notes,

such amounts to be applied in the following order of priority:

(x) first, to pay to MBIA the amounts described at and subject to (A) above; and

(y) second, to pay the Class A7 Noteholders the amounts described at (B) above; and

(iv)

(A) all Second Interest Reimbursement Amounts due under the Second Guarantee andReimbursement Agreement in respect of payments by MBIA to the Class A8 Notehold-ers and the Second MBIA Financial Guarantee Fee and other amounts payable to MBIAin respect of the Class A8 Notes (other than the Second Principal ReimbursementAmounts, any Second MBIA Prepayment Fees and any Premium Step-Up Amounts asexpressly referred to below); and

(B) all amounts of interest due or accrued due but unpaid under the Class A8 Notes (otherthan in respect of Class A8 Step Up Amounts),



(y) second, to pay the Class A8 Noteholders the amounts described at (B) above;

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(v) to the extent that a Swap Provider has not received such amount out of Swap ExcludedAmounts (as defined below), all amounts due and payable to the Swap Providers (pro rataaccording to the respective amounts then payable) pursuant to the terms of the SwapAgreements other than any Swap Subordinated Amounts (as defined below) and including, inthe event of the transactions under the Swap Agreement being terminated and until the entryinto of a replacement Swap Agreement, towards a reserve for the payment of fees, costs andexpenses which may be needed to enter into such replacement Swap Agreement; and

(vi) other than amounts owing under paragraph (m) below, all amounts due and payable by theIssuer to the Borrower pursuant to the terms of the Issuer/Borrower Swap Agreement (to theextent such amount is not set-off against amounts due and payable by the Borrower to theIssuer pursuant to the terms of the Issuer/Borrower Facility Agreement);

(e) fifth, in or toward satisfaction, pro rata according to the respective amounts thereof, of:

(i) all scheduled amounts of principal (if any) payable in respect of the Class A3 Notes on thatInterest Payment Date pursuant to Condition 5(b) and all amounts of principal payable inrespect of the Class A3 Notes redeemed on such Interest Payment Date in accordance withCondition 5(c);

(ii) all scheduled amounts of principal (if any) payable in respect of the Class A6 Notes on thatInterest Payment Date pursuant to Condition 5(b) and all other amounts of principal payablein respect of the Class A6 Notes redeemed pursuant to Condition 5(c);

(iii)

(A) all Second Principal Reimbursement Amounts due under the Second Guarantee andReimbursement Agreement in respect of payments by MBIA to the Class A7 Notehold-ers and Second MBIA Prepayment Fees attributable to the Class A7 Notes; and

(B) all scheduled amounts of principal (if any) payable in respect of the Class A7 Notes onthat Interest Payment Date pursuant to Condition 5(b)(i),



(y) secondly, to pay the Class A7 Noteholders the amounts described at (B) above;and

(iv)






(f) sixth, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) all amounts of interest due or accrued due but unpaid under the Class B1 Notes; and

(ii) all amounts of interest due or accrued due but unpaid under the Class B2 Notes;

(g) seventh, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) all scheduled amounts of principal (if any) payable in respect of the Class B1 Notes on thatInterest Payment Date pursuant to Condition 5(b) and all other amounts of principal payablein respect of Class B1 Notes redeemed on such Interest Payment Date in accordance withCondition 5(c); and

(ii) all scheduled amounts of principal (if any) payable in respect of the Class B2 Notes on thatInterest Payment Date pursuant to Condition 5(b) and all other amounts of principal payablein respect of Class B2 Notes redeemed on such Interest Payment Date in accordance withCondition 5(c);

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(h) eighth, in or towards satisfaction of all amounts of interest due or accrued due but unpaid under theClass C1 Notes (other than in respect of Class C1 Step Up Amounts);

(i) ninth, in or towards satisfaction of all scheduled amounts of principal (if any) payable in respect ofthe Class C1 Notes on that Interest Payment Date pursuant to Condition 5(b) and all otheramounts of principal payable in respect of Class C1 Notes redeemed on such Interest PaymentDate in accordance with Condition 5(c);

(j) tenth, in or towards satisfaction of any other amounts (including any Liquidity SubordinatedAmounts, but excluding any sums referred to in paragraph (b) above) due under the LiquidityFacility Agreement to the Liquidity Facility Provider;

(k) eleventh, in or towards satisfaction pro rata of sums due or overdue from the Issuer as a primaryliability to third parties under obligations incurred in the course of the Issuer’s business includingany amounts due to the Rating Agencies, the Irish Stock Exchange, the Luxembourg StockExchange and listing agents, and any amounts then due and payable to be provided in respect ofthe Issuer’s liability or possible liability for all amounts of tax payable by the Issuer, other thanamounts paid under paragraphs (a) to (j) and (l) to (p);

(l) twelfth, in or towards satisfaction, pari passu, according to the respective amounts thereof, of theamounts due in respect of any Swap Subordinated Amounts;

(m) thirteenth, in or towards satisfaction of any amounts to be paid to the Borrower by way of refund ofany tax credits to the extent received in cash in connection with the Issuer/Borrower SwapAgreement or the Issuer/Borrower Facility Agreement;

(n) fourteenth, in or towards satisfaction, pro rata, according to the respective amounts thereof, of:

(i) amounts payable in respect of Class A8 Step-Up Amounts; and

(ii) amounts payable to MBIA in respect of Premium Step-Up Amounts in respect of the Class A8Notes;

(o) fifteenth, in or towards satisfaction, of amounts payable in respect of Class C1 Step-Up Amounts;and

(p) sixteenth, the surplus (if any) to the Issuer or other persons entitled thereto.

provided that any amounts raised by the Issuer by way of an issuance of Further Notes, ReplacementNotes or New Notes and standing to the credit of the Issuer Transaction Account shall not be applied bythe Issuer in accordance with the foregoing order of priority and shall be advanced (in the case ofmoneys raised by the Issuer by way of an Issue of Further Notes or New Notes or Replacement Notes)on any day by the Issuer to the Borrower as a Further Term Advance and/or a New Term Advance (asthe case may be).

Payments may not be made from the Issuer Transaction Account on any day other than on an InterestPayment Date other than to satisfy liabilities set out in paragraph (k) above.

To the extent that the Issuer’s funds on the relevant Interest Payment Date are insufficient to makepayments under paragraphs (a) to (i) inclusive above, the Issuer may make a drawing under the LiquidityFacility (subject to specified limits, as to which see Summary of Principal Documents – LiquidityFacility Agreement above) or, to the extent credited thereto, the Liquidity Facility Reserve Account (seeSummary of Principal Documents – Liquidity Facility Agreement above).

For these purposes:

Cash Benefit of any Tax Credit means an amount equal to the additional amount of tax which wouldhave been payable by the Issuer in the relevant jurisdiction but for the grant to it of a Tax Credit and, inthe case of repayment, the amount of such repayment including any related interest or similar amountreceived by the Issuer;

Swap Excluded Amounts means:

(a) if the transactions under a Swap Agreement are terminated in circumstances where the Issuerenters into a replacement Swap Agreement, amounts received by the Issuer (the Swap Replace-ment Amounts) from any replacement swap provider in respect of the entry by the Issuer into areplacement Swap Agreement and the replacement transactions thereunder to the extent of thetermination payment (if any) due to the replaced Swap Provider under the relevant SwapAgreement (which amounts are to be applied by the Issuer in payment of such termination paymentdue to the relevant Swap Provider);

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(b) amounts standing to the credit of the Swap Collateral Ledger(s) or representing amountsattributable to assets transferred as collateral by a Swap Provider following the occurrence of aratings downgrade of such Swap Provider (which are to be applied in returning collateral to, or insatisfaction of amounts owing by, such Swap Provider in accordance with the relevant SwapAgreement); and

(c) the Cash Benefit of any Tax Credit;

Swap Subordinated Amounts means any amounts due from the Issuer on termination of thetransactions under a Swap Agreement due to the occurrence of an event of default in respect of whicha Swap Provider is the defaulting party or any additional termination event relating to a ratingsdowngrade of a Swap Provider but excluding any premium or initial payment that the Issuer receivesfrom a replacement swap counterparty in connection therewith; and

Tax Credit means where a Swap Provider pays an amount in accordance with the relevant SwapAgreement and the Issuer is granted or otherwise receives from the tax authorities of any relevantjurisdiction any tax credit, allowance, set-off or repayment relating to such payment by such swapcounterparty, such tax credit, allowance, set-off or repayment.

(2) Post Issuer Event of Default, Pre Note Acceleration Notice

From and including the time when an Issuer Event of Default has occurred (and is continuing) but priorto the delivery of a Note Acceleration Notice, no amount may be withdrawn from the Issuer TransactionAccount (other than Swap Excluded Amounts) or the Liquidity Facility Reserve Account without the priorwritten consent of the Issuer Security Trustee and upon the giving of such consent all monies receivedor recovered by the Issuer Security Trustee or any receiver are to be applied in the same order of priorityas specified under ‘‘(1) Pre-Issuer Event of Default’’ above except that (a) payments to the receiver willrank pari passu with payments to the Issuer Security Trustee and (b) no amounts which are not securedby the Issuer Security will be paid except with the consent of the Issuer Security Trustee.

Any surplus monies held by the Issuer Security Trustee or the receiver, excluding Swap ExcludedAmounts which shall be returned to the relevant Swap Provider, but not immediately required by themfor payment of any secured liability are to be held in a suspense account for future application.

(3) Post Note Acceleration Notice

Following the service of a Note Acceleration Notice, the Issuer Security Trustee is required to apply(a) monies available in the Issuer Cash Collateralisation Account and the Liquidity Facility ReserveAccount to the Liquidity Facility Provider, (b) Swap Excluded Amounts (as defined above) which are tobe applied in returning collateral to, or in satisfaction of other amounts owing by, the Swap Providers inaccordance with the Swap Agreements) and (c) monies available in the Issuer Transaction Account fordistribution in or towards the satisfaction of the following amounts in the following order of priority (andin each case only, to the extent that payments or provisions of a higher priority have been made in full)(unless otherwise required by operation of law) (together in each case with any amounts in respect ofvalue added tax which have been agreed pursuant to the governing contractual arrangement for therelevant item to be payable in respect thereof), provided that no such payment shall be made unless anduntil (if in the sole discretion of the issuer Security Trustee and/or the Note Trustee it is expedient to doso) a reserve fund is first established in the amount of £750,000 (or such lesser or greater amount as theIssuer Security Trustee and/or Note Trustee may reasonably determine) on account of any contingentcosts, charges, liabilities and expenses which in the opinion of the Issuer Security Trustee and/or NoteTrustee (as the case may be) may be incurred by the Issuer Security Trustee and/or the Note Trusteeunder the Transaction Documents:

(a) first, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) the fees or other remuneration and indemnity payments (if any) payable to the Issuer SecurityTrustee and any receiver appointed by the Issuer Security Trustee and any costs, charges,liabilities and expenses incurred by the Issuer Security Trustee and any receiver under theprovisions of the Issuer Deed of Charge and any of the other Transaction Documents,together with interest thereon as provided for therein;

(ii) the fees or other remuneration and indemnity payments (if any) payable to the Note Trusteeand any costs, charges, liabilities and expenses incurred by it under the provisions of the TrustDeed and any of the other Transaction Documents, together with interest thereon as providedfor therein;

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(iii) the fees or other remuneration and indemnity payments (if any) payable to the Depositary, theRegistrar, the Paying Agents and the Existing Notes Agent Bank and any costs, charges,liabilities and expenses incurred under the provisions of the Existing Notes Agency Agree-ment, the Depositary Agreement, and any of the other Transaction Documents, together withinterest thereon as provided therein; and

(iv) the fees or other remuneration and indemnity payments (if any) payable to the Paying Agents,the First New Notes Agent Bank and the Second New Notes Agent Bank and any costs,charges, liabilities and expenses incurred under the provisions of the First New Notes AgencyAgreement, the Second New Notes Agency Agreement and any of the other TransactionDocuments, together with interest thereon as provided therein;

(b) second, in or towards payments (after application of all amounts in the Issuer Cash CollateralisationAccount and the Liquidity Facility Reserve Account (if any)) of all amounts of principal, interest,commitment fees and any mandatory costs, amounts in respect of withholding taxes and increasedcosts due or accrued due but unpaid to the Liquidity Facility Provider under the terms of theLiquidity Facility Agreement but excluding any Liquidity Subordinated Amounts;

(c) third, in or towards satisfaction, pro rata according to the respective amounts thereof, of the fees,costs, expenses and liabilities of:

(i) the Account Bank under the provisions of the Bank Agreement; and

(ii) the Financial Adviser under the provisions of the Financial Advisory Services Agreement;

(d) fourth, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) all amounts of interest due or accrued due but unpaid under the Class A3 Notes;

(ii) all amounts of interest due or accrued due but unpaid under the Class A6 Notes;

(iii)

(A) all Second Interest Reimbursement Amounts due under the Second Guarantee andReimbursement Agreement in respect of payments by MBIA to the Class A7 Notehold-ers and the Second MBIA Guarantee Fee and other amounts payable to MBIA in respectof the Class A7 Notes (other than the Second Principal Reimbursement Amounts, anySecond MBIA Prepayment Fees and any Premium Step-Up Amounts as expresslyreferred to below); and

(B) all amounts of interest due or accrued due but unpaid under the Class A7 Notes,




(iv)

(A) all Second Interest Reimbursement Amounts due under the Second Guarantee andReimbursement Agreement in respect of payments by MBIA to the Class A8 Notehold-ers and the Second MBIA Guarantee Fee and other amounts payable to MBIA in respectof the Class A8 Notes (other than the Second Principal Reimbursement Amounts, anySecond MBIA Prepayment Fees and any Premium Step-Up Amounts as expresslyreferred to below); and

(B) all amounts of interest due or accrued due but unpaid under the Class A8 Notes (otherthan in respect of Class A8 Step Up Amounts),



(y) secondly, to pay the Class A8 Noteholders the amounts described at (B) above;

(v) all amounts due and payable to the Swap Providers (pro rata according to the respectiveamounts then payable) pursuant to the terms of the Swap Agreements other than SwapSubordinated Amounts; and

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(vi) other than amounts owing under paragraph (m) below, all amounts due and payable by theIssuer to the Borrower pursuant to the terms of the Issuer/Borrower Swap Agreement (to theextent such amount is not set-off against amounts due and payable by the Borrower to theIssuer pursuant to the terms of the Issuer/Borrower Facility Agreement);

(e) fifth, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) all amounts of principal due in respect of the Class A3 Notes;

(ii) all amounts of principal due in respect of the Class A6 Notes;

(iii)






(iv)






(f) sixth, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) all amounts of interest due or accrued due but unpaid under the Class B1 Notes; and

(ii) all amounts of interest due or accrued due but unpaid under the Class B2 Notes;

(g) seventh, in or towards satisfaction, pro rata according to the respective amounts thereof, of:

(i) all amounts of principal due in respect of the Class B1 Notes; and

(ii) all amounts of principal due in respect of the Class B2 Notes;

(h) eighth, in or towards satisfaction of all amounts of interest due or accrued due but unpaid under theClass C1 Notes (other than in respect of Class C1 Step Up Amounts);

(i) ninth, in or towards satisfaction of all amounts of principal due in respect of the Class C1 Notes;

(j) tenth, in or towards satisfaction of any other amounts (including, for the avoidance of doubt, anyLiquidity Subordinated Amounts but excluding any sums referred to in paragraph (b) above) dueunder the Liquidity Facility Agreement to the Liquidity Facility Provider;

(k) eleventh, in and towards satisfaction of the fees, costs, expenses and liabilities of the Servicerincurred under the Servicing and Cash Management Agreement (as defined above);

(l) twelfth, in or towards satisfaction, pari passu, according to the respective amounts thereof, of theamounts due in respect of any Swap Subordinated Amounts;

(m) thirteenth, in or towards satisfaction of any amounts to be paid to the Borrower by way of refund ofany tax credits to the extent received in cash in connection with the Issuer/Borrower SwapAgreement or the Issuer/Borrower Facility Agreement;

(n) fourteenth, in or towards satisfaction, pro rata, according to the respective amounts thereof, of:

(i) amounts payable in respect of Class A8 Step-Up Amounts; and

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(ii) amounts payable to MBIA in respect of Premium Step-Up Amounts in respect of the Class A8Notes;

(o) fifteenth, in or towards satisfaction of amounts payable in respect of the Class C1 Step UpAmounts; and

(p) sixteenth, the surplus (if any) to the Issuer or other persons entitled thereto.

Notwithstanding the above, to the extent that the Issuer receives any termination payment from a SwapProvider on termination of any transaction entered into under a Swap Agreement and the Issuer has anobligation to pay a corresponding amount to the Borrower in respect of the termination of the relevanttransaction(s) under the Issuer/Borrower Swap Agreement, the Issuer shall be entitled to make suchpayment directly to the Borrower on any day.

The Note Trustee agrees that it will copy to the Swap Providers any Note Acceleration Notice served byit or any Issuer Enforcement Notice served by the Issuer Security Trustee.

(d) Non-petition etc.

Each of the Issuer Secured Creditors (other than the Noteholders, the Note Trustee and the IssuerSecurity Trustee) has agreed or will agree:

(a) that only the Issuer Security Trustee may enforce the security created pursuant to the Issuer Deedof Charge; and

(b) that it will not take any steps whatsoever to direct the Issuer Security Trustee to enforce the IssuerSecurity created in its favour under the Issuer Deed of Charge (except as expressly providedtherein), nor take any steps or pursue any action whatsoever for the purpose of recovering anydebts due or owing to it by the Issuer or petition or procure the petitioning for the winding-up,dissolution or reorganisation (other than a solvent reorganisation) of the Issuer (including, but notlimited to, the presentation of a petition for an administration order or the filing of documents withthe court for administration) agreed to in advance by the Issuer Security Trustee, for theenforcement of any Encumbrance over any or all of its assets or administration of the Issuer or forthe appointment of a receiver, trustee or similar official over any or all of its assets or revenues inrespect of the Issuer, unless an Issuer Enforcement Notice has been served, or the Note Trustee,having become bound to serve an Issuer Enforcement Notice, and/or the Issuer Security Trustee,having become bound to take any steps or proceedings to enforce the Issuer Security, fails to doso within a reasonable period of becoming so bound and such failure is continuing (in which caseeach of such Issuer Secured Creditors will be entitled to take any such steps and proceedings asit shall deem necessary other than the presentation of a petition for the winding up of, or for anadministration order in respect of, the relevant chargor).

(e) Modifications, waiver and no material prejudice test

The Issuer Security Trustee may at any time sanction any modification to, or waive or authorise anybreach of the Transaction Documents or give any direction requested by the Borrower Security Trusteeto be given by it provided that the Issuer Security Trustee determines that the interests of the IssuerSecured Creditors will not be materially prejudiced as a result of such modification, waiver, authorisationor direction (the No Material Prejudice Test). Where the Rating Agencies have given a RatingConfirmation, the Issuer Security Trustee, in considering the No Material Prejudice Test, shall be entitledto take into account such Rating Confirmation provided that the Issuer Security Trustee shall beresponsible for taking into account for the purposes of the No Material Prejudice Test, all other mattersthat would be relevant to such No Material Prejudice Test.

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

(8) Parent Guarantee

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

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Guarantor, the Note Trustee and MBIA Assurance S.A. as financial guarantor of the Class A4 Notes andthe Class A5 Notes and a fourth supplemental trust deed (the Fourth Supplemental Trust Deed) datedthe Fourth Closing Date between the Issuer, the Parent Guarantor, the Note Trustee and MBIA asfinancial guarantor of the Class A7 Notes and the Class A8 Notes (the Original Trust Deed, the FirstSupplemental Trust Deed, the Second Supplemental Trust Deed, the Third Supplemental Trust Deedand the Fourth Supplemental Trust Deed are together, the Trust Deed). Payments to be made by theIssuer to MBIA in accordance with the Second Guarantee and Reimbursement Agreement areirrevocably and unconditionally guaranteed pursuant to the guarantee contained therein.

The claims of the Issuer Secured Creditors (other than the Noteholders) upon the Issuer are irrevocablyand unconditionally guaranteed by the Parent Guarantor pursuant to a guarantee contained in the EighthSupplemental Issuer Deed of Charge . The Parent Guarantor does not have a power of veto in relationto changes to the rights of Noteholders.

The guarantees by the Parent Guarantor contained in the Trust Deed, the Second Guarantee andReimbursement Agreement and the Issuer Deed of Charge are together, the Parent Guarantee.

(9) Parent Guarantor Deed of Charge

On the Fourth Closing Date, the Parent Guarantor will enter into the Third Supplemental ParentGuarantor Deed of Charge (together with the Original Parent Guarantor Deed of Charge dated5 July 1999, the First Supplemental Parent Guarantor Deed of Charge dated 17 February 2000 and theSecond Supplemental Parent Guarantor Deed of Charge dated 28 November 2002, the Parent GuarantorDeed of Charge), which together create security interests over, inter alia, the Parent Guarantor’s rightsunder the Transaction Documents and its right title and interest in the shares of the Issuer, Borrower,Sister and Centrum to secure its obligations under the Parent Guarantee for the benefit of theNoteholders, MBIA and the other Issuer Secured Creditors (the Parent Guarantor Secured Creditors).

Deutsche Trustee Company Limited as the security trustee under the Parent Guarantor Deed of Charge(the PG Security Trustee) will hold the benefit of the security created pursuant to the Parent GuarantorDeed of Charge for the Parent Guarantor Secured Creditors. The security under the Parent GuarantorDeed of Charge will be enforceable and monies shall be applied thereunder in the same manner as setout in the Issuer Deed of Charge.

The Parent Guarantor Deed of Charge will be governed by English law.

(10) Servicing and Cash Management Agreement

A servicing and cash management agreement (the Servicing and Cash Management Agreement) wasentered into on 30 June 1999 by the Issuer, the Servicer, the Parent Guarantor, the Account Bank andthe Issuer Security Trustee and amended and restated on 28 November 2002 and will be furtheramended and restated on the Fourth Closing Date.

The Issuer has the following accounts at the Account Bank for the following respective purposes:

(a) Issuer Transaction Account: On the Fourth Closing Date, the net proceeds of the issue of theSecond New Notes will be credited to the Issuer Transaction Account pending the making of theadvances under the Second New Term Facilities. Thereafter, payments of principal, interest andfees received from the Borrower under the Issuer/Borrower Facility Agreement and the Issuer/Borrower Swap Agreement will be paid into the Issuer Transaction Account, and amounts standingto the credit of the Issuer Transaction Account will be applied in accordance with the priority ofpayments in the Issuer Deed of Charge;

(b) Liquidity Facility Reserve Account: the proceeds of any drawings made by the Issuer under theLiquidity Facility upon the occurrence of certain specified events (see Summary of PrincipalDocuments – Liquidity Facility Agreement above) will be credited to the Liquidity FacilityReserve Account and to the extent funds are available, payments of any Liquidity Shortfall will bepaid by the Issuer from the Liquidity Facility Reserve Account; and

(c) Issuer Cash Collateral Account: amounts paid by the Borrower to the Issuer in relation to a drawingby the Issuer under the Liquidity Facility will be credited to the Issuer Cash Collateralisation Accountand subsequently paid to the Liquidity Facility Provider in repayment of drawings under the LiquidityFacility on the next following Interest Payment Date.

If collateral is transferred by a Swap Provider pursuant to a Swap Agreement, appropriate arrangementswill be made in relation to the holding of that collateral by the Issuer.

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Under the Servicing and Cash Management Agreement, the Account Bank (or an entity on its behalf)agreed on behalf of the Issuer, with the consent of the Issuer Security Trustee, to invest certain sumsstanding to the credit of the Issuer Transaction Account, the Issuer Cash Collateralisation Account andthe Liquidity Facility Reserve Account in Eligible Investments.

For these purposes, Eligible Investments means:

(a) sterling gilt-edged securities; and

(b) sterling demand or time deposits, certificates of deposit and short-term debt obligations (includingcommercial paper),

provided that in all cases such investments have a maturity date falling no later than the next followingInterest Payment Date and the short-term unsecured, unguaranteed and unsubordinated debt obliga-tions of the issuing or guaranteeing entity or the entity with which the demand or time deposits are made(being an authorised bank under the Financial Services and Markets Act 2000 and a bank for thepurposes of Section 349 of the Income and Corporation Taxes Act 1988 (ICTA) are rated ‘‘A-1’’ by S&P,‘‘F1’’ by Fitch and ‘‘P-1’’ by Moody’s or higher by the relevant Rating Agencies or as otherwise acceptableto the Rating Agencies then rating the Notes.

Under the Servicing and Cash Management Agreement the Issuer and the Issuer Security Trustee,acting jointly, may terminate the appointment of the Account Bank by giving not less than 30 days’ priorwritten notice of their intention to do so to the Account Bank, provided that no such termination shall takeeffect until a new account bank has been appointed by the Issuer which satisfies the criteria set out inthe Servicing and Cash Management Agreement. Upon giving notice to the Account Bank, the Issuer willuse its reasonable endeavours to appoint a suitable new account bank prior to the expiry of the 30 daynotice period.

The appointment of the Account Bank will also terminate automatically upon the occurrence of varioustermination events, such as default in the payment on the due date of any payment to be made by theAccount Bank, being deemed unable to pay its debts within the meaning of Section 123 (other thanSection 123(1)(a)) of the Insolvency Act 1986, or being rendered unable to perform its obligations underthe Servicing and Cash Management Agreement for a period of 90 days by earthquakes, storms, fire,floods, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions orregulations, or any other circumstances beyond its reasonable control.

The Account Bank may also resign its appointment by giving to the Issuer, the Servicer, the ParentGuarantor and the Security Trustee at least 60 days’ prior written notice, provided always that so long asany of the Notes are outstanding, no such resignation shall take effect until a new account bank shallhave been appointed

(11) Second New Notes Agency Agreement

The Second New Notes Agent Bank will provide interest rate calculation services in respect of theSecond New Notes and the Second New Notes Principal Paying Agent will make payments on behalf ofthe Issuer of principal and interest on the Second new Notes while in bearer form, pursuant to the termsof the Second New Notes Agency Agreement which will be entered into on the Fourth Closing Datebetween the Issuer, the Parent Guarantor, the Note Trustee, Deutsche Bank AG London (as Second NewNotes Principal Paying Agent and Second New Notes Agent Bank) and the Irish Paying Agent.

The appointment of the Second New Notes Agent Bank and the Second New Notes Principal PayingAgent may be terminated by the Issuer and the Parent Guarantor, with the prior written approval of theNote Trustee, giving not less than 30 days notice to that effect provided that, in the case of the PrincipalPaying Agent, such revocation shall not take effect until a successor has been duly appointed inaccordance with the relevant Conditions with the prior written consent of the Note Trustee.

The appointment of the Second New Notes Agent Bank and/or the Second New Notes Principal PayingAgent shall terminate immediately on the occurrence of various termination events, such as admitting inwriting its insolvency or inability to pay its debts as they fall due, or an administrator or liquidator of theSecond New Notes Agent Bank or Second New Notes Principal Paying Agent or the whole or any partof the undertaking, assets and revenues of the Second New Notes Agent Bank or Second New NotesPrincipal Paying Agent being appointed.

The Second New Notes Agent Bank or Second New Notes Principal Paying Agent may also resign itsappointment under the Second New Notes Agency Agreement upon not less than 60 days’ written notice

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to the Issuer, the Parent Guarantor (with a copy, if relevant, to the Second New Notes Principal PayingAgent, MBIA and the Note Trustee) provided that (a) if such resignation would otherwise take effect lessthan 30 days before or after the maturity date of a class of Second New Notes or any payment date inrelation to the Second New Notes, it shall not take effect until the first day following such date, and (b)in the case of the Second New Notes Principal Paying Agent such resignation shall not take effect untila successor (previously approved in writing by the Note Trustee) has been duly appointed by the Issuerin accordance with the relevant Conditions and notice of such appointment has been given to theNoteholders. If the Issuer has not appointed a replacement by the tenth day before the expiration of suchnotice, the or Second New Notes Agent Bank or the Second New Notes Principal Paying Agent, as thecase may be, may appoint as its replacement any reputable and experienced financial institution.

(12) Bank Agreements

The Borrower has the following accounts at the Account Bank for the following purposes:

(a) Collection Account: All moneys received by the Borrower will be credited to the Collection Accountand will be applied as described in the Issuer/Borrower Facility Agreement, the Bank Agreementand the Punch Tavern B Deed of Charge. See Summary of Principal Documents – Issuer/Borrower Facility Agreement – Other Covenants – Cash Flow Collections;

(b) Disposal Proceeds Account: Moneys standing to the credit of the Disposal Proceeds Account maybe withdrawn with the prior written consent of the Borrower Security Trustee as described in theIssuer/Borrower Facility Agreement. See Summary of Principal Documents – Issuer/BorrowerFacility Agreement – Other Covenants – Cash Flow Collections;

(c) CapEx Account: Moneys standing to the credit of the CapEx Account may be withdrawn with theprior written consent of the Borrower Security Trustee as described in the Issuer/Borrower FacilityAgreement. See Summary of Principal Documents – Issuer/Borrower Facility Agreement –Other Covenants – Cash Flow Collections; and

(d) Operating Account: The Borrower proposes to operate the Operating Account as an overdraftaccount as described in the Issuer/Borrower Facility Agreement. Moneys may be withdrawn fromthe Operating Account without the prior written consent of the Borrower Security Trustee asdescribed in the Issuer/Borrower Facility Agreement. See Summary of Principal Documents –Issuer/Borrower Facility Agreement – Other Covenants – Cash Flow Collections.

From the Fourth Closing Date, Sister, Centrum and InnSpired will maintain separate operating accounts(the Group Operating Accounts) and collection accounts (the Group Collection Accounts), for thepurposes of performing their obligations under the Borrower Transitional Agency Agreements.

At the end of each Business Day, the Account Bank will be instructed under the Bank Agreement totransfer the entire credit balance of the Group Collection Accounts to the Collection Account and totransfer the debit balance on the Group Operating Accounts to the Operating Account.

(13) Financial Advisory Services Agreement

On the Fourth Closing Date, the Obligors, the Issuer Security Trustee and the Borrower Security Trustee,among others, will enter into a new financial advisory services agreement with Ernst & Young (theFinancial Advisory Agreement) under which Ernst & Young will become ‘‘Financial Adviser’’. TheFinancial Adviser receives a fee for providing to the Borrower Security Trustee certain services relatingto the financial position of the New Securitisation Group. In addition, in certain circumstances, theBorrower is required to ensure that the Financial Adviser verifies certain information to the BorrowerSecurity Trustee and MBIA prior to entering into certain transactions as described above.

(14) Management Services Agreement

On 3 November 2003, PTL entered into a management services agreement (the Management ServicesAgreement) with certain operating companies in the Punch Taverns Sub-Group, and PGRP (the ServiceRecipients). PML and Sister, the operating companies of the Pubmaster Sub-Group, and InnSpired andITL, the operating companies of the InnSpired Sub-Group have subsequently acceded to the Manage-ment Services Agreement as further Service Recipients. Under the Management Services Agreement,PTL agrees to provide certain central management, accounting and administrative services to theService Recipients (the Services). The Borrower agreed, pursuant to a supplemental ManagementServices Agreement dated 31 December 2004, to second its employees to the Borrower and, in return,PTL agreed to pay all employment costs in connection with their employment.

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The Service Recipients pay a fee for the Services based on a fair and reasonable allocation of suchServices to the Service Recipient.

The Management Services Agreement is terminable: (i) by the Borrower or PTL; and (ii) by the Borroweron a change of control of PTL or by PTL on a change of control of the Borrower, in each case on givingtwelve months’ notice, and in each case provided that termination of the Management ServicesAgreement will only be effective if a substitute servicer is appointed.

A substitute servicer must: (a) have experience of providing professional services to businesses of asimilar nature to that of the New Securitisation Group; (b) be approved by the Borrower Security Trustee;and (c) enter into an agreement on substantially similar terms as the Management Services Agreement.

The Management Services Agreement is also terminable by the Borrower (with the consent of theBorrower Security Trustee) on 60 days notice if PTL commits a material breach of the provisions of theManagement Services Agreement (and such breach is not remedied within such period) or on theoccurrence of certain insolvency events in respect of PTL.

If a termination event occurs or MBIA has received notice that a termination event will occur with thelapse of time, then MBIA will have the right, subject to certain conditions set out in the ManagementServices Agreement, to take certain actions as detailed in the Management Services Agreement so thatit does not terminate, including in relation to payment of amounts owing to PTL thereunder.

(15) Supply Agreements

The principal supply agreement of the New Securitisation Group will be entered into on or prior to theFourth Closing Date between the Borrower and Supplyco (the Supply Agreement). As described in thesection entitled The Punch Group – Beer Supply and other Wet Products below, Supplyco is thePunch Group’s main contracting entity with third party suppliers. Under the Supply Agreement, Supplycowill purchase from such suppliers wet products and will contract to resell such wet products to theBorrower in such quantities as the Borrower may request from time to time.

The prices paid by the Borrower for such products will be those paid by Supplyco to the relevant thirdparty supplier. However, the Borrower may agree with Supplyco to discount such prices to reflect anyvolume discounts that have been negotiated by Supplyco on behalf of the Punch Group as a whole, andthe prices charged by Supplyco shall be no less favourable than the prices it charges to other membersof the Punch Group for supplies of a similar type and quantity.

In addition, Supplyco will receive a monthly payment of £5,000 from the Borrower.

The Supply Agreement is terminable (i) by the Borrower or Supplyco; and (ii) by the Borrower on achange of control of Supplyco or by Supplyco on a change of control of the Borrower, in each case ongiving twelve months’ notice.

The Supply Agreement is also terminable by the Borrower (with the consent of the Borrower SecurityTrustee) on 60 days notice if Supplyco commits a material breach of the provisions of the SupplyAgreement (and such breach is not remedied within such period) or on the occurrence of certaininsolvency events in respect of Supplyco.

If a termination event occurs or MBIA has received notice that a termination event will occur with thelapse of time, then MBIA will have the right, subject to certain conditions set out in the Supply Agreement,to take certain actions as detailed in the Supply Agreement so that it does not terminate, including inrelation to payment of amounts owing to SupplyCo thereunder.

(16) Transitional arrangements in respect of Sister, InnSpired, Centrum and PGRP

On the Fourth Closing Date, the assets and businesses of Sister, InnSpired and Centrum will be acquiredby the Borrower. InnSpired and Centrum will each enter into agreements with the Borrower (theBorrower Transitional Agency Agreements) under which Sister, InnSpired and Centrum will beappointed as agent of the Borrower for the principal purposes of (i) collecting rent and other receivablesin respect of the respective pub portfolios of Sister, InnSpired and Centrum transferred to the Borrower;(ii) making payments to creditors of the transferred businesses on behalf of the Borrower in the name ofSister, InnSpired and Centrum. The Borrower Transitional Agency Agreements shall continue for suchtime as is necessary for the Borrower to effect an orderly migration of the administration of the Sister,InnSpired and Centrum businesses to its central systems, but in any event, will terminate not later thanAugust 2007 and the Borrower shall provide to the Borrower Security Trustee progress reports in relationthereto on request.

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

(17) Business and Asset Transfer Agreements

(a) Business and Asset Transfer Agreements to be entered into on the Fourth Closing Date.

On the Fourth Closing Date, the Borrower will acquire certain assets from members of the Punch Groupwho, following the Fourth Closing Date, will not be members of the New Securitisation Group, asdescribed below.

Subject to the paragraphs below:

(a) on or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement (thePGRP Business and Asset Transfer Agreement), PGRP will sell to the Borrower the legal andbeneficial interest in 40 Pubs (the PGRP Portfolio); and

(b) on or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement dated(the Jubilee Business and Asset Transfer Agreement), Jubilee will sell to the Borrower the legaland beneficial interest in 5 Pubs (the Jubilee Portfolio)

The PGRP Business and Asset Transfer Agreement and the Jubilee Business and Asset TransferAgreement are together referred to as the Business and Asset Transfer Agreements. PGRP andJubilee are together referred to as the Vendors and each a Vendor. The Borrower is referred to as thePurchaser.

Pursuant to the Business and Asset Transfer Agreements, the relevant Vendor will sell to the Purchaserthe interest it held in each Pub comprised in the PGRP Portfolio and the Jubilee Portfolio, as applicable,together with all assets owned by the relevant Vendor exclusively in connection with such Pubs(including fixtures and fittings and the right to receive any subsisting tenancy related debts relating tosuch Pubs) so that the Purchaser received the full benefit of the business of ownership, operation andmanagement of the PGRP Portfolio and the Jubilee Portfolio as previously carried out by the Vendor.

In respect of 8 of the Pubs in the PGRP Portfolio, landlord’s consent (which can not be unreasonablywithheld) will be required for assignment of the PGRP’s interest in part or all of that Pub to the Purchaser.The Business and Asset Transfer Agreements provide that if landlord’s consent is so required, and suchconsents had not been obtained by 29 July 2005, then legal title to such Pubs will continue to be heldby PGRP until such consents have been obtained at which time assignment to the Purchaser will becompleted.

On or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement (the PMLBusiness and Asset Transfer Agreement), the Borrower will sell to PGRP the legal and beneficialinterest in 316 Pubs (the PML Portfolio). Pursuant to the PML Business and Asset Transfer Agreement,the Borrower will sell to PGRP the interest it holds in each Pub comprised in the PML Portfolio togetherwith all assets owned by the Borrower exclusively in connection with such Pubs (including fixtures andfittings and the right to receive any subsisting debts relating to such Pubs) so that PGRP receives the fullbenefit of the business of ownership, operation and management of the PML Portfolio as carried out bythe Borrower before the Fourth Closing Date.

On or prior to the Fourth Closing Date, pursuant to a business and asset transfer agreement (the SPMLDisposal Business and Asset Sale Agreement). Sister will sell to PGRP the legal and beneficialinterest in 84 Pubs (the SPML Disposal Portfolio). Pursuant to the SPML Disposal Business and AssetSale Agreement, SPML will sell to PGRP the interest it holds in each Pub comprised in the SPMLDisposal Portfolio together with all assets owned by SPML exclusively in connection with such Pubs(including fixtures and fittings and the right to receive any subsisting debts relating to such Pubs) so thatPGRP receives full benefit of the business of ownership, operation and management of the SPMLDisposal Portfolio as carried out by SPML before the Fourth Closing Date.

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(b) Asset Transfer Agreements entered into on the Third Closing Date

On 1 November 2002, pursuant to an asset transfer agreement dated 1 November 2002 (the PubmasterTaverns Asset Transfer Agreement), Punch Taverns (PMT) Limited (formerly known as PubmasterTaverns Limited)(PMT)) sold to the Borrower, with absolute warrandice, the legal and beneficial interestin Pubmaster Taverns Portfolio (as defined below).

On 1 November 2002, pursuant to an asset transfer agreement dated 1 November 2002 (the Pub.comAsset Transfer Agreement), Pub.com sold to the Borrower, with absolute warrandice, the legal andbeneficial interest in Pub.com Portfolio (as defined below).

On 1 November 2002, pursuant to an asset transfer agreement dated 1 November 2002 as amended on7 November 2002 (the Inn Partnership Asset Transfer Agreement), Inn Partnership sold to Sister withfull title guarantee, the legal and beneficial interest in the Inn Partnership Portfolio (as defined below).

The aggregate consideration of £605,095,000 reflected the separate values of the Pubmaster TavernsPortfolio (as defined below), the Pub.com Portfolio (as defined below) and the Inn Partnership Portfolio(as defined below) at their respective times of transfer.

For these purposes:

Pub.com Portfolio means the portfolio comprising the Pub.com Pubs;

Pub.com Pubs means each of the Pubs listed in Schedule A of the Pub.com Asset Transfer Agreement;

Pubmaster Taverns Portfolio means the portfolio comprising the Pubmaster Taverns Pubs;

Pubmaster Taverns Pubs means each of the Pubs listed in Schedule A of the Pubmaster Taverns AssetTransfer Agreement;

Inn Partnership Portfolio means the portfolio comprising the Inn Partnership Pubs; and

Inn Partnership Pubs means each of the Pubs listed in Part 1 and 2 of Schedule 1 to the FourthSupplemental Issuer Deed of Charge.

(c) Asset Transfer Agreements entered into on the Second Closing Date

On or prior to the Second Closing Date, the Borrower, Punch Taverns (PMI) Limited (formerly known asPubmaster Inns Limited)(PMI), PMG and the Issuer Security Trustee entered into an agreement (theSwallow Purchase Agreement) under which the Borrower agreed to purchase and PMI agreed to sellall of its legal and beneficial interests in the Swallow Pubs for an aggregated consideration ofapproximately £135,000,000 on the Second Closing Date.

PMG also agreed under the Swallow Purchase Agreement to assign all of its rights and benefitsconferred upon it under the Swallow Acquisition Agreement in respect of the Swallow Pubs to theBorrower as part of the consideration for the transfer by PMI of the Swallow Pubs to the Borrower.

Swallow Pubs means each of the Pubs listed in the First Schedule to the Second Supplemental IssuerDeed of Charge.

Swallow Acquisition Agreement means the purchase agreement dated 27 June 1999 betweenSwallow Group PLC, Vaux Breweries Limited, Eagle Public House Company (Middlesbrough) Limited,PMI and PMG.

(d) Other Asset Transfer Agreements

On 27 February 2004, the Borrower, Punch Taverns (PMM) Limited (formerly Pubmaster MidlandsLimited) (PMM), PMT and Deutsche Trustee Company Limited entered into an agreement under whichthe Borrower agreed to purchase and PMM and PMT agreed to sell of their respective legal andbeneficial interests in 75 pubs for an aggregate consideration of £28,400,000.

(18) Tax Deed of Covenant

On the Fourth Closing Date, the amended and restated tax deed of covenant entered into by variousmembers of the Pubmaster Sub-Group on 28 November 2002 (the Second Tax Deed of Covenant) willbe amended and restated by various members of the Punch Group and the Borrower Security Trusteeand the Issuer Security Trustee (such deed, as amended and restated, the Tax Deed of Covenant).

Pursuant to the Tax Deed of Covenant, among other things, representations will be made and warrantiesand covenants will be given with a view to protecting the Parent Guarantor and the New Securitisation

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Group Entities from various tax related risks. Among the matters covered by such representations,warranties and covenants are secondary tax liabilities, VAT grouping, tax residency, group tax mattersand degrouping charges and thin capitalisation issues.

The Tax Deed of Covenant will be governed by English law.

(19) Subordinated Loan Agreements

On the First Closing Date, the Borrower entered into a subordinated loan agreement with PMG (as lenderthereunder) (such agreement, as amended from time to time, the Borrower Subordinated LoanAgreement and the loan outstanding thereunder, from time to time, the Borrower Subordinated Loan).Under the Borrower Subordinated Loan Agreement, PMG made a loan to the Borrower on the FirstClosing Date.

On the Third Closing Date, Sister entered into a subordinated loan agreement with Inn Partnership(as lender thereunder) (the Sister Subordinated Loan Agreement and the loan outstanding thereun-der, from time to time, the Sister Subordinated Loan). Under the Sister Subordinated Loan Agreement,Inn Partnership agreed to the subordination of certain intra-group indebtedness owed by Sister to InnPartnership.

On the Third Closing Date, the Borrower entered into a new subordinated loan agreement with PMT(as lender thereunder) (the PT Subordinated Loan Agreement and the loan outstanding thereunder,from time to time, the PT Subordinated Loan). Under the PT Subordinated Loan Agreement, PMTagreed to the subordination of certain intra-group indebtedness owed by the Borrower to PMT.

Immediately prior to the Fourth Closing Date, the amounts outstanding under the PT Subordinated Loan,the Borrower Subordinated Loan and the Sister Subordinated Loan will be approximately £151,700,000.On the Fourth Closing Date, the Sister Subordinated Loan, the PT Subordinated Loan and the BorrowerSubordinated Loan will be repaid and a new single subordinated loan made between PRAF as lenderand the Borrower as borrower (the New Subordinated Loan) pursuant to a subordinated loanagreement (the New Subordinated Loan Agreement). On the Fourth Closing Date, a further advancewill be made under the New Subordinated Loan Agreement to the Borrower, and the indebtedness underthe New Subordinated Loan will be approximately £170,000,000 in principal amount, and from such datebear interest at the rate of 15 per cent. per annum.

The Issuer/Borrower Facility Agreement contains provisions limiting the amount of payments of principaland interest which the Borrower may make pursuant to the New Subordinated Loan Agreement from timeto time.

The New Subordinated Loan Agreement will be governed by English law.

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USE OF PROCEEDS

The gross proceeds of the issue of the Second New Notes will be £625,000,000.

Upon the satisfaction of certain conditions precedent on the Fourth Closing Date, the Issuer will use theproceeds of the issue of the Second New Notes in the following manner:

(i) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000(the Term A7 Advance);

(ii) in advancing a new term advance to the Borrower in aggregate principal amount of £250,000,000(the Term A8 Advance); and

(iii) in advancing a new term advance to the Borrower in aggregate principal amount of £125,000,000(the Term C1 Advance).

The Borrower will apply the Second New Term Advances on the Fourth Closing Date in the followingmanner:

(i) in prepaying in full the Class A1 Term Facility on the Fourth Closing Date, less the amount of theClass A1 Term Facility written down in connection with the cancellation of any Class A1 Notesacquired by the Borrower pursuant to the Tender Offer;

(ii) in prepaying in full the Class A2 Term Facility on the Fourth Closing Date, less the amount of theClass A2 Term Facility written down in connection with the cancellation of any Class A2 Notesacquired by the Borrower pursuant to the Tender Offer;

(iii) in prepaying in full the Class A4 Term Facility on the Fourth Closing Date, less the amount of theClass A4 Term Facility written down in connection with the cancellation of any Class A4 Notesacquired by the Borrower pursuant to the Tender Offer;

(iv) in prepaying in full the Class A5 Term Facility on the Fourth Closing Date, less the amount of theClass A5 Term Facility written down in connection with the cancellation of any Class A5 Notesacquired by the Borrower pursuant to the Tender Offer;

(v) in acquiring those Existing Floating Rate Notes in respect of which any Tender Offer made by theBorrower has been accepted following which the Borrower will surrender such Notes to the Issuerfor cancellation by way of set-off against the relevant Term Advances;

(vi) in acquiring the business, assets and goodwill of the InnSpired Sub-Group and Centrum;

(vii) in purchasing the business, assets and goodwill of certain Pubs from PGRP and Jubilee;

(viii) in making loans and/or distributions to other companies elsewhere in the Punch Group (including tothe companies within the New Securitisation Group);

(ix) in paying transaction costs and expenses (including the payment of a fee to the Issuer in respect ofselling concessions and management and underwriting commissions) of approximately £10,000,000;and

(x) for other purposes of the Punch Group including the acquisition of the Avebury Sub-Group.

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THE ISSUER

Introduction

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

Principal Activities

The principal objects of the Issuer are set out in Clause 3 of its Memorandum of Association and are, interalia, to issue securities and to lend the proceeds thereof to the Parent Guarantor or a company controlledby the Parent Guarantor.

The Issuer has not engaged, since its incorporation, in any activities other than those incidental to itsincorporation, the authorisation and issue of the Notes and of the other documents and matters referredto or contemplated in this Offering Circular to which it is or will be a party and matters which are incidentalor ancillary to the foregoing.

Other than as disclosed in this document, there have been no recent developments with respect to theIssuer since 16 March 2005 (being the date of the most recent audited financial accounts wereprepared).

There is no intention to accumulate surpluses in the Issuer except in circumstances set out in Summaryof Principal Documents – Issuer Deed of Charge – Issuer Priority of Payments above.

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

Directors and Company Secretary

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

Name and Principal Activities Business Address

Robert McDonaldFinance Director. . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,

Second Avenue,Burton upon Trent,Staffs, DE14 2WF

Neil PrestonDirector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


SPV Management LimitedIndependent Director. . . . . . . . . . . . . . . . . . . . Tower 42,

International Finance Centre,25 Old Broad Street,London, EC2N 1HQ

Giles ThorleyChief Executive Officer . . . . . . . . . . . . . . . . . . Jubilee House,


The company secretary of the Issuer is Susan Rudd.

The Issuer has no employees.

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Capitalisation and Indebtedness Statement

The capitalisation and indebtedness of the Issuer as at the date of this Offering Circular, adjusted for theissue of the Second New Notes, is as follows:

Share capital £

Authorised:£10,000 divided into 10,000 ordinary shares of £1 each . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000

Issued:2 ordinary shares of £1 each issued fully paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

10,002

Loan capital£201,000,000 7.639% Class A3 Secured Notes due 2022 . . . . . . . . . . . . . . . . . . . . . . . . . 201,000,000£220,000,000 5.943% Class A6 Secured Notes due 2025 . . . . . . . . . . . . . . . . . . . . . . . . . 220,000,000£250,000,000 4.767% Class A7 Secured Notes due 2033 (to be issued) . . . . . . . . . . . . 250,000,000£250,000,000 Class A8 Secured Floating Rate Notes due 2033 (to be issued) . . . . . . . 250,000,000£77,500,000 8.44% Class B1 Secured Notes due 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,500,000£125,000,000 6.962% Class B2 Secured Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . 125,000,000£125,000,000 Class C1 Secured Floating Rate Notes due 2035 (to be issued) . . . . . . . 125,000,000

1,248,500,000

Loan capital to be repaidExisting Floating Rate Notes to be repaid on 30 September 2005

£109,000,000 Class A1 Secured Floating Rate Notes due 2009 . . . . . . . . . . . . . . . . . . . . 59,950,000£26,500,000 Class A2 Secured Floating Rate Notes due 2011 . . . . . . . . . . . . . . . . . . . . . 26,500,000£70,000,000 Class A4 Secured Floating Rate Notes due 2009 . . . . . . . . . . . . . . . . . . . . . 46,740,000£120,000,000 Class A5 Secured Floating Rate Notes due 2016 . . . . . . . . . . . . . . . . . . . . 120,000,000

253,190,000

Total capitalisation and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,501,700,002

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

Audited Financial Statements

The audited financial statements of the Issuer as of and for the year ended 28 September 2003 and the47 weeks ended 21 August 2004 and notes thereto are set out on pages 324 to 338 and 247 to 260below.

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THE PARENT GUARANTOR

Introduction

The Parent Guarantor was incorporated in England and Wales on 25 February 1999 (registered number3720775) as a private company with limited liability under the name of Polarcrown Limited. The namewas changed to Punch Taverns (PMH) Limited on 2 September 2004. The registered office of the ParentGuarantor is at Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF, telephone number+44 01283-501600. The authorised share capital of the Parent Guarantor is £84,000,100 divided into84,000,100 ordinary shares of £1 each, all of which are issued and held by Punch Taverns (PMG)Limited.


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

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


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


Robert McDonaldFinance Director . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Neil PrestonDirector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


SPV Management LimitedIndependent Director. . . . . . . . . . . . . . . . . . . . Tower 42,

International Finance Centre,25 Old Broad Street,London, EC2N 1HQ

Giles ThorleyChief Executive Officer . . . . . . . . . . . . . . . . . Jubilee House,


The company secretary of the Parent Guarantor is Susan Rudd.

The Parent Guarantor has no employees.

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The capitalisation of the Parent Guarantor as at the date of this Offering Circular, adjusted for the TermFacilities being advanced on the Fourth Closing Date, is as follows:

Share capital £

Authorised:£84,000,100 divided into 84,000,100 ordinary shares of £1 each . . . . . . . . . . . . . . . . . . . 84,000,100

Issued:84,000,100 ordinary shares of £1 issued fully paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,000,100

Total capitalisation and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,000,100

Contingent liabilities

Under the terms of the Trust Deed, the Parent Guarantor has guaranteed the payments of principal of,and interest on, the Existing Fixed Rate Notes. The total outstanding indebtedness of the Existing FixedRate Notes as at the date of this Offering Circular was £623.5 million.

On and following the Fourth Closing Date, the Parent Guarantor will guarantee, among other things, thepayments of principal of, and interest on, and other amounts with respect to the Notes.

Save for the foregoing, at the date of this Offering Circular, the Parent Guarantor has no borrowings orindebtedness in the nature of borrowings (including loan capital issued or created but unissued), termloans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or othercontingent liabilities.


The audited consolidated financial statements of the Parent Guarantor as of and for the year ended28 September 2003 and the audited unconsolidated financial statements of the Parent Guarantor as ofand for the 47 weeks ended 21 August 2004 and notes thereto are set out on pages 297 to 323 and 239to 246 below.

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THE BORROWER

Introduction

The Borrower was incorporated in England and Wales on 14 February 1997 (registered number3321199) as a private company with limited liability under the name of Pubmaster Operating Limited. Thename was changed to Punch Taverns (PML) Limited on 2 September 2004. The registered office of theBorrower is at Jubilee House, Second Avenue, Burton upon Trent, Staffs, DE14 2WF, telephone number+44 01283-501600. The authorised share capital of the Borrower is £100 divided into 100 ordinaryshares of £1 each, one of which is issued and held by the Parent Guarantor.


The principal objects of the Borrower are set out in Clause 3 of its Memorandum of Association and are,inter alia, to carry on the business of a property investment company and an investment holdingcompany and a beer and other wet products supply company, to enter into loan arrangements andderivative contracts, to issue securities and financial instruments, to raise or borrow money and to grantsecurity over its assets for such purposes and to lend money with or without security.

The Borrower will covenant to observe certain restrictions on its activities which are further described inSummary of Principal Documents – Issuer/Borrower Facility Agreement above.


The directors of the Borrower and their respective business addresses are:


Deborah KempField Operations Director . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Robert McDonaldFinance Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Francis PattonCustomer Services Director . . . . . . . . . . . . . . . . . . Jubilee House,


Neil PrestonDirector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Andrew ThompsonField Operations Director . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Giles ThorleyChief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


William WalkerField Operations Director . . . . . . . . . . . . . . . . . . . . . Jubilee House,


The company secretary of the Borrower is Susan Rudd.

There are no potential conflicts of interest between any duties of the directors to the Borrower and thedirectors’ private interests or other duties.

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


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

£

Share capitalAuthorised:£100 divided into 100 ordinary shares of £1 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

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

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

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


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

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

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PUNCH TAVERNS (SPML) LIMITED

Introduction

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


The principal objects of Sister are set out in Clause 3 of its Memorandum of Association and are, interalia, to carry on the business of a property investment company and an investment holding company anda beer and other wet products supply company, to enter into loan arrangements and derivative contracts,to issue securities and financial instruments, to raise or borrow money and to grant security over itsassets for such purposes and to lend money with or without security.

On 7 November 2002 the Inn Partnership Portfolio was transferred to Sister. On the Third Closing Datean amount equal to part of the proceeds of the Sister Term Advances made available to Sister under theBorrower/Sister Facility Agreement were applied to pay in part the purchase price outstanding under theInn Partnership Asset Transfer Agreement. On the Fourth Closing Date, the Sister Term Advances will berepaid in consideration for the transfer to the Borrower of Sister’s business and assets.


The directors of Sister and their respective business addresses are:

Name Business Address

Deborah KempField Operations Director . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Robert McDonaldFinance Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Francis PattonCustomer Services Director . . . . . . . . . . . . . . . . . . Jubilee House,


Neil PrestonDirector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Andrew ThompsonField Operations Director . . . . . . . . . . . . . . . . . . . . . Jubilee House,


Giles ThorleyChief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . Jubilee House,


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Name Business Address

William WalkerField Operations Director . . . . . . . . . . . . . . . . . . . . . Jubilee House,


The company secretary of Sister is Susan Rudd.

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


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

£

Share capitalAuthorised:£100 divided into 100 ordinary shares of £1 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

Issued:1 ordinary share of £1, issued fully paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Total capitalisation and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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


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

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THE UNITED KINGDOM PUB INDUSTRY

Industry Background

The New Securitisation Group operates in the United Kingdom pub sector, which is itself part of the widerdrinking out and eating out market (which also includes restaurants, social clubs, nightclubs and fast foodoutlets). With over 60,000 licensed public houses, going to pubs, clubs and bars continues to be one ofthe most popular leisure activities in the United Kingdom. In 2003, the annual sales of the UnitedKingdom pub sector were of the order of £22 billion. It is estimated that nearly 16 million people visit apub every week in the United Kingdom.

The United Kingdom pub sector has broadly speaking three distinct business models: managed pubs,leased and tenanted pubs and individual, independently owned pubs. There are currently approximately12,000 managed pubs, 31,000 leased and tenanted pubs and 17,000 independently owned pubsoperating in the United Kingdom.

Managed pubs are generally owned by a pub company or brewer and operated by a salaried managerand staff employed by the owning company which prescribes the entire product range and detail ofservice style. They tend to be larger than leased/tenanted pubs and individual, independently ownedpubs and have a higher average weekly turnover (AWT). The Estate does not have any managed pubs.

Leased/tenanted pubs (Pubs) tend to be smaller and are owned by a pub company or brewer but leasedto and therefore operated by a third party tenant or lessee, who pays rent to the owner, is generallyresponsible for the maintenance of the pub, and is normally contracted to purchase the majority of drinkproducts (in particular, beer) for resale from the owner. These pubs have a lower AWT and are typicallymore dependent than managed pubs on the sale of draught beer.

Individual pubs (sometimes known as freehouses) are independently owned and operated by a privateindividual, who is responsible for the maintenance of the pub and retains any profits after the expensesof running the pub. The owner is free to decide which products to sell.

Market Trends

By volume, sales of all beer in the United Kingdom rose by 0.9 per cent. from 1998 to 2002. However,on-trade saw its share of sales fall as aggressive pricing from retailers has encouraged more people tobuy their beer more cheaply in supermarkets. Whilst off-trade beer prices have fallen by 12.2 per cent.in real terms since 2000, on-trade prices have increased by 2.0 per cent. in real terms. In 2003, theon-trade accounted for just over 60 per cent. of the total beer market. According to the liquor licensingstatistics issued by the Department for Culture, Media and Sport in 2004, the number of pubs, bars, clubsand restaurants has risen by 3 per cent. since the last publication in 2001, but has fallen by around 1.5per cent. since 2003; 350 licences were revoked in the 12 months to June 2004, 270 of which wereon-licences.

The United Kingdom pub sector is influenced by trends for both eating out and drinking out. Eating outin pubs has become increasingly popular. Nearly 15 per cent. of adults now eat a meal in a pub in anaverage week. The pub food market is now worth at least £5 billion per year. With a combination ofchanging lifestyles and pubs offering better quality food and better surroundings in which to consume it,it is expected that the growth trend will continue.

Market Factors

In summary, the key market drivers shaping the future of the United Kingdom drinking out and eating outmarket are:

• economic climate – overall economic growth or decline and in particular, overall changes in thelevel of consumer expenditure;

• changes in demographics – for example, over the next five years, the number of 18-24 year olds(who are a key consumer group for the drinking out market) is forecast to grow by eight per cent.and the number of persons aged 45 and above (who are a key consumer group for thepub-restaurant market) is forecast to grow by six per cent.;

• broadened consumer appeal – an increase in the number of people visiting pubs from a widerselection of social and demographic groups (including women, families and older people)mitigating against a decrease in the frequency of visits by traditional blue collar male pub users;

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• growth in food sales in pubs – the popularity of eating out in restaurants has increaseddramatically, partly due to consumers’ increasing propensity to eat out, a preference for informaldining and an improvement in the breadth and quality of the pub food offering;

• product trends – sales of alcohol in pubs are rising (broadly in line with inflation) and there arecontinued shifts in demand in the beverages sector, with declining sales of draught beer in pubsbeing offset by sales growth in wine, premium packaged spirits, bottled lagers and soft drinks;

• branding – the growth in branded and formatted sites aiming to provide consistency of standardsand customer service, with a view to attracting new customers, driving customer loyalty, andincreasing frequency of visits;

• competition – the increased number of sites and higher levels of investment over the last six toseven years has led to supply outgrowing demand. This, together with the increased pricesensitivity of consumers, as well as the rising levels of home consumption (partly due to thewidening gap between the on-trade and off-trade price of alcohol), has resulted in an overallincrease in competition;

• reduction in industry capital expenditure – there has been a significant shift in pub ownershipfrom vertically integrated national brewers to independent pub companies, contributing to areduction in the overall levels of capital expenditure in the industry; and

• regulation – the licensing reform in England and Wales (which may result in longer openinghours for existing pubs and restrict the granting of new licences, particularly in residential areas),changes in employment legislation (including the level of the national minimum wage), otherregulation relevant to the business of the Securitisation Group and property taxation. See thesection entitled Regulatory Environment below.

Regulatory Environment

General

During the second half of 2004, the House of Commons Trade and Industry Select Committee (the TISC)conducted an inquiry into the relationship between pub companies and their tenants. Their report, whichwas published on 21 December 2004 focused on issues, such as the exclusive purchasing obligations(beer tie) enforced by tenanted pub companies on their tenants and the link between the wholesale beerprices charged by tenanted pub companies and the rents they charge their tenants. In this case, theTISC has chosen not to recommend legislation but has instead highlighted the areas of weakness it hasfound in the industry and has encouraged the pub companies to address them voluntarily through a codeof conduct. In particular, the TISC found that there was no reason to ask the Office of Fair Trading toinvestigate the beer tie, the TISC having satisfied itself that ending the beer tie would not benefitlicensees. The TISC has, however, recommended that its successor body in the next session ofParliament conducts a further review of the industry and this body may subsequently recommend furtherlegislation to regulate the pub industry even if the recommended voluntary code is implemented.

Licensing Reform

The sale of alcohol in England and Wales is a highly regulated industry governed by the licensingsystem. Licensing covers most premises where alcohol is sold, such as pubs, off-licences, restaurantsand supermarkets. The retail sale of alcohol in the England and Wales is currently governed by alicensing system set out in the Licensing Act 1964. Pubs – known as ‘‘on-trade’’ business – generallyrequire a full on-licence in order to sell alcohol on the premises. The licence is generally held by themanager or landlord. That person has to satisfy the licensing authorities that he/she is a fit and properindividual to hold such a licence and is not disqualified from holding such a licence. The licence will notbe approved if the prospective licensee would be prevented from properly discharging his/her functionsas a licensee.

Other types of licence which may be required in the ‘‘on-trade’’ include AWP machines, ‘‘special hours’’certificates which extend the permitted hours for the sale of alcohol where the sales are ancillary to musicand dancing and the availability of food, ‘‘supper hours’’ certificates to extend the permitted hours forselling alcohol by one hour (where the sale of alcohol is ancillary to a substantial meal) and entertainmentlicences for dancing and certain live performances.

On-licences must currently be renewed every three years and may be revoked at any time for seriouscause, including violation by the manager or landlord or his/her employees of any law or regulation, suchas those regulating the minimum age of patrons or employees, advertising and inventory control.

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On 10 July 2003, a new licensing bill received Royal Assent. However, the parts of the Licensing Act2003 have been enacted, it is not expected to come into operation fully until November 2005. The keychanges to be implemented are:

• the transfer of the management and the licensing system from local magistrates courts to localauthorities, i.e. from the legal system to the local government system. However, licence holderswill retain the right of appeal to the magistrates court. Whilst the new regime should notfundamentally change the regulatory structure of the licensed sector, in practice there will bevisible change because all pubs will have to submit details of their operating plan and will nowface greater scrutiny from police and local residents;

• greater flexibility with respect to pub opening hours and it is considered likely that the currentstringent limits on late-night trading will be relaxed. While longer opening hours will undoubtedlyhave cost implications, this change may benefit pubs where there is a demand for later hoursdrinking; and

• a dual system of longer-term premises licences and personal licences.

National guidance from the Secretary of State will determine much of the practical implications of the newlegislation.

Drink Driving

The European Commission recommended in the ‘‘White Paper on European transport policy for 2010:time to decide’’ of October 2002 that all countries in the EU adopt the same drink and drive limit of0.5mg/ml blood alcohol concentration. It recommends that a lower level of 0.2mg/ml be adopted foryounger and inexperienced drivers. The Government has also carried out a consultation exerciseconcerning the legal blood alcohol limit for drivers. On the basis of such exercise, the Government isexamining whether it should lower the legal blood alcohol limit from its current level. There are currentlyno formal proposals for any such changes to be incorporated into legislation, although they may be thesubject of future European and/or national legislation. The current legal limit in the United Kingdom is0.8mg/ml (see sections 11(1) and (21) of the Road Traffic Act 1988) and as car drivers and passengersaccount for 40 per cent. of pub visits, such a measure may discourage customers who drive to pubs fromvisiting pubs unless they are willing to designate a driver who will refrain from drinking alcohol.

Any future legislation in this area could affect trading in the New Securitisation Group’s rural andsuburban pub sites.

Employment Legislation

The Working Time Regulations (the WT Regulations) came into effect on 1 October 1998 and controlthe hours employees are legally allowed to work. Under the legislation, workers may only be required towork a 48 hour week (although they can choose to opt out and work longer if they wish). The WTRegulations also lay down rights and protections in areas such as minimum rest time, days off and paidleave. Many employees of the Punch Group are covered by the WT Regulations. The retention of the optout and the guidance as to who is covered by the WT Regulations is expected to be under review laterthis year with possible changes in the future.

In addition, under the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000,part-time workers can claim the same rights as full-time workers. Similar provisions apply to employeesemployed under fixed-term contracts under the Fixed-term Employees (Prevention of Less FavourableTreatment) Regulations 2002. Employees engaged under fixed-term contracts can claim the same rightsas employees engaged under permanent contracts.

EC Noise Directive

The Physical Agents Directive 2001 (the Directive) is currently under discussion in the retail industryrelating to the regulation of noise in the workplace. The current United Kingdom noise limit for workplacesis 90 decibels averaged over an eight hour day but if the Directive were to come into effect that limit wouldbe reduced to 85 decibels. The European Parliament has recently agreed that the industry in the UnitedKingdom should agree a code of conduct as to how the Directive is to be implemented in the UnitedKingdom. It is expected that the Government will need to put regulations in place in relation to thisDirective within the next five years. A small number of the New Securitisation Group’s pubs that play loudmusic and have other live entertainment could be affected by the proposed change in the law, but noiselevels in the vast majority of the pubs would fall below the revised limit.

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Legislation relating to smoking

On 16 November 2004, the United Kingdom Government published its White Paper which set out theDepartment of Health’s proposals in relation to smoking in public places, including pubs, in England andWales. It is proposed that restrictions on smoking are to be phased in over a period of four yearsincluding an outright ban on smoking in restaurants and pubs serving food (other than snacks such ascrisps).

There is currently a charter on smoking in public places such as restaurants and pubs, which has beenagreed between the Department of Health and leading hospitality industry groups (the Charter). ThisCharter, though not law, is supported by the Government who asked the licensed leisure industry toensure that 50 per cent. of licensed premises were compliant with it by December 2002, and that 35 percent. of those have either ‘no smoking’ areas or adequate mechanical ventilation.

Punch Group policy on smoking

The Punch Group’s pub estate is in compliance with the Government’s request in respect of the Charter.As part of its support for the Charter, management is taking steps on behalf of the Punch Group to ensurethat:

• investment schemes include requirements regarding Charter compliance; and

• tenancy training courses are provided to cover the principles of the Charter.

The Punch Group has signed up to the new British Beer and Pub Association no smoking policy, whichinvolves a ban on smoking at the bar from December 2005 and a progressive policy of expanding nosmoking areas, culminating in 80 per cent. of trading space becoming no smoking by December 2009.

The Punch Group has had a 70 per cent. take up by retailers to date signing up to its smoke reductionstrategy, and tenants are continually being encouraged to become fully compliant with the British Beerand Pub Association’s policy to prepare themselves for the outright ban on smoking in pubs serving food.

The Beer Orders

The UK pub industry has experienced significant change in the last 15 years.

In 1989, the Monopolies and Mergers Commission (the MMC) issued a report entitled ‘‘The Supply ofBeer’’ (the 1989 Report). The 1989 Report outlined certain concerns that the MMC perceived inconnection with tied tenanted pub operations, including the increase in beer prices in the United Kingdomat a rate greater than inflation during the 1980’s.

Following the issuance of the 1989 Report, the Secretary of State for Trade and Industry, in accordancewith Section 91(1) and Schedule 9 of the Fair Trading Act 1973, issued the Supply of Beer (Tied Estate)Order 1989 (the Tied Estate Order) (SI 1989/2390) and the Supply of Beer (Loan, Ties, LicensedPremises and Wholesale Prices) Order 1989 (ST 1989/2258) (collectively, the Beer Orders). In order toaddress certain of the concerns of the MMC expressed in the 1989 Report, the Tied Estate Order, whichtook effect from 1 May 1992, required all of the Large Brewery Groups (defined in the Tied Estate Orderas brewers or groups holding interests in more than 2,000 pubs) to dispose of either their brewerybusiness or their surplus pubs (i.e., any pubs in excess of the 2,000 pub maximum); or alternatively tonotify their tie arrangements to the Office of Fair Trading and release half of the pubs above the 2,000pub maximum from the tie arrangements. This provision applied to any tied pubs held on or after 10 July1989. The Large Brewery Groups were not permitted to impose any prohibition on the use of thereleased tied pubs, which were required to be sold or let at a market rent. In addition to these provisions,from 1 May 1990, the Tied Estate Order required the Large Brewery Groups to allow their tied pubs tosell one draught cask-conditioned beer supplied by another brewer and prohibited such Groups fromtying low and non-alcohol beers and non-beer beverages. The scope of this requirement was extendedwith effect from 1 April 1998 to allow the Large Brewery Groups’ tied pubs to sell one bottle-conditionedbeer supplied by another brewer. Overall, the BBPA reported that brewers sold approximately 19,500pubs in the U.K. between 1988 and 1992. The vast majority of these pubs had previously formed part ofthe tied estates of the Large Brewery Groups.

There have been significant changes in the structure of both UK brewing and pub retailing in recentyears, partly because of the introduction of the Beer Orders. Whitbread plc sold its brewing interests toInterbrew S.A./N.V. (Interbrew) in 2000 and Bass plc (now known as Six Continents plc) (Bass) sold its

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brewing interests to Coors Brewing Inc. of the U.S. (Coors) in December 2001. The four major brewersare now Scottish Courage Ltd, Coors, Interbrew UK Limited and Carlsberg Tetley. Between them, theyaccount for approximately 85 per cent. of UK beer sales.

The disposals of pubs by the Large Brewery Groups contributed to the emergence of independent pubcompanies and independently owned/operated pubs. The Pub Industry Handbook reported that as at1 January 1999, there were 237 independent pub companies that owned at least one pub operating inthe U.K. In December 2000, the Secretary of State for Trade & Industry announced that, following areview of the Beer Orders, the cap of the number of pubs that may be held by a large brewery groupshould be removed.

According to the BBPA, at the end of 1988 (prior to the inception of the Beer Orders) brewers owned orleased approximately 45,200 pubs with full on licences. Of these, the brewers directly managed 12,900(Managed Houses) while approximately 32,300 were let by the brewers to tenants under tenancyagreements or leases (Tenanted Operations). Partly due to the introduction of the Beer Orders, by theend of 2004 brewer ownership of pubs had declined to 2,900 managed houses and 6,700 leased/tenanted pubs.

Under tied tenancy or lease arrangements, a tenant is required to purchase all beer other than, in somecases, a Guest Beer, from the pub owner or the owner’s nominee(s), usually in return for paying belowmarket rent and receiving other services from the pub owner, such as training, marketing andadministrative support. Under these arrangements, the pub owner earns a profit on the sale of beer toits tenants or lessees.

The Beer Orders have now been revoked.

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BUSINESS OF THE PUNCH GROUP AND INFORMATION REGARDING THE PORTFOLIO

Introduction

The Punch Group is a leading leased and tenanted pub company. Punch is the overall holding companyof the Punch Group and its entire issued ordinary share capital is listed on the United Kingdom ListingAuthority’s Official List and admitted to trading on the London Stock Exchange following an initial publicoffering in May 2002.

As at 25 June 2005, the Punch Group portfolio comprised 7,813 pubs located across Great Britain whichis operated primarily by six sub-groups. These are:

● the Punch Taverns Sub-Group;

● the Pubmaster Sub-Group;

● the Jubilee Sub-Group;

● the Centrum Sub-Group;

● the Barton Sub-Group;

● the InnSpired Sub-Group; and

● PGRP.

At the Fourth Closing Date, the Pubmaster Sub-Group, the Centrum Sub-Group and the InnSpiredSub-Group will be reorganised (see Summary) and as a result of the transactions described inSummary – The New Securitisation Group above the New Securitisation Group will be formed.

At the Fourth Closing Date, the number of pubs within the New Securitisation Group is expected to be3,176. On 18 July, Punch announced that it had agreed to acquire the Avebury Sub-Group, which ownsand operates an estate of 409 leased and tenanted Pubs. Completion of this acquisition is expected tooccur on 5 August 2005. Following completion, the Punch Group portfolio is expected to comprise over8,200 Pubs.

Business Overview

The customers of the Punch Group (of which the New Securitisation Group will be a part) are its lesseesand tenants (known as retailers), who enter into leases of between 10 and 25 years or tenancyagreements of up to 6 years to operate pubs (Retailer Agreements). Through these agreements, thePunch Group generates its income from three primary sources:

● sales of beer and other products to retailers;

● rent from retailers under the lease or tenancy agreements; and

● income from leisure machines, derived from a profit sharing arrangement with some retailers.

This diversity of income sources, coupled with relatively low administrative costs, reduces risk in thebusiness. Each pub is managed and operated by its retailer, enabling it to retain its distinct character. Thesize of the Punch Group’s portfolio allows the Punch Group to achieve economies of scale in negotiatingsupply contracts with major brewers and other suppliers, securing discounted prices for beer and otherproducts, which are subsequently sold on to its retailers, including those within the Estate.

The Punch Group also realises some profit from the sale of pubs, usually for alternative use. Othersources of income include the provision of insurance and other services to certain retailers but these arecurrently not material in the context of overall financial performance.

Goals and Strategy

In order to develop its business further, the Punch Group’s goals are to:

● maximise total profitability per pub;

● optimise the Punch Group profit share; and

● expand the Punch Group pub portfolio in Great Britain.

The current pub market in Great Britain is extremely dynamic (see The United Kingdom Pub Industry)and offers significant individual pub and portfolio acquisition opportunities. Management believes that thePunch Group (of which the New Securitisation Group will be a part) is well placed to take advantage ofthese opportunities.

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Products and services

The Punch Group offers a comprehensive range of products and business services to its retailers. Theseinclude:

Beer Supply and other Wet Products

The Punch Group contracts with various suppliers of wet products varying from major suppliers such asAnheuser-Busch, Carlsberg UK, Constellation Europe, Coors Brewers, Diageo, Interbrew UK andScottish Courage to regional breweries including Adnams, Belhaven Brewery, Black Sheep Brewery,Caledonian Brewing Company, Camerons Brewery, Charles Wells, Fullers, Greene King, HP Bulmer,Jennings Brothers, Shepherd Neame, Wadworth & Company, Wolverhampton & Dudley Breweries andYoung & Co Brewery. Soft drinks are supplied to the group by Britvic and Coca Cola Enterprises.

The entity which usually contracts with suppliers as agent on behalf of the Punch Group is PunchTaverns (PPCS) Limited which then resells the products to the group’s retailers for use in their outlets.The Punch Group has inherited supply arrangements as part of its major acquisitions under which certainof its members have existing purchase obligations. For example, there are supply arrangementsbetween members of the Pubmaster Sub-Group and third party suppliers which have been inherited bythe Punch Group as part of its acquisition of the Pubmaster Sub-Group in December 2003 and whichcontain current obligations on the part of certain members of the Pubmaster Sub-Group. Sucharrangements include an agreement between the Borrower and Carlsberg UK, which was entered intoin November 2001 and will expire in November 2006, which contains minimum purchasing obligations.This agreement is currently being renegotiated. Similarly, in June 2002, Pubmistress and ScottishCourage entered into a supply agreement which will expire in March 2007 and which also containsminimum purchasing obligations. Since the acquisitions of the Pubmaster Sub-Group and the InnSpiredSub-Group, the Punch Group has been involved in streamlining inherited supply agreements with a viewto rationalising supply across the Punch Group as a whole so that Punch Taverns (PPCS) Limitedbecomes the sole contracting entity.

Over 70 per cent. of beer supplied to the Punch Group is supplied by Carlsberg UK, Coors and InterbrewUK. In addition to the agreement between Carlsberg UK and Punch Taverns (PML) Limited noted above,there is a beer supply agreement between Carlsberg UK and Punch Taverns (PPCS) Limited which wasentered into in April 2002 and will expire in December 2007. This agreement also contains minimumvolume commitments. The Punch Group has recently negotiated new supply terms with Coors which willexpire in July 2009 and is in the process of negotiating new arrangements with Interbrew UK for supplyuntil December 2007.

There are tie arrangements provided for in the lease or tenancy agreements with the Punch Group’sretailers (except those who are subject to a Guest Beer provision), under which such retailers arerequired to purchase all of their beer from the Punch Group. Retailers may choose from a range of ales,lagers and stouts. Many of the tie arrangements also require retailers to purchase cider and otherproducts from the group, including wine, spirits, premium packaged drinks and soft drinks. In addition,some retailers purchase various non-tied wet products. Tie arrangements requiring retailers to purchaseall of their beer from the Punch Group are, however, more common and are typically more profitable (perunit) than ties of other products.

The Punch Group is able to negotiate discounts on wet products with its suppliers. The discountsretained by the Punch Group and the resulting margin constitutes the largest component of its incomefrom sales of wet products to retailers. Brewers and suppliers set a wholesale price for each of theirproducts (the wholesale price) which the Punch Group uses as the basis for setting its prices for the saleof beer and other products to retailers. As brewers and suppliers change wholesale prices, thesechanges are reflected in revised prices set by the Punch Group. The mechanics for wholesale price risesfrom the brewers and suppliers to the Punch Group are specified in the relevant supply agreementsbetween the relevant brewer or supplier and the Punch Group.

For the 28 weeks ended 5 March 2005, the Punch Group’s income from the sale of beer to retailers inthe Estate accounted for 60 per cent. of its overall income and 88 per cent. of sales of all wet productsto retailers.

Warehousing and Distribution Services

Warehousing and distribution services for the Punch Group are predominantly provided by Carlsberg UKpursuant to a warehousing and distribution agreement which expires in February 2007.

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Food

The ‘‘Connect to Food’’ initiative created by the Punch Group for its retailers is an additional productservice which the Punch Group offers its retailers outside the traditional wet range of products. Throughthis initiative, the Punch Group has created a preferential service for its retailers with one of the UK’sleading food providers, Woodward Foodservice, a subsidiary of the Big Food Group. Retailers can ordera range of frozen food directly and can purchase additional services such as promotional material, menudesign and chef training. As part of the food wholesaling initiative, the Punch Group is able to negotiatepreferential buying terms for its retailers.

Leisure Machines Management

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

Business Description

Leased and tenanted pubs

The pubs of the Punch Group (of which the New Securitisation Group will be a part) are operated aseither leased or tenanted pubs. Since the Punch Group plays no direct managerial role in the pub andthe retailer has full responsibility for the day-to-day operations, the Punch Group’s portfolio has lowerfixed costs than managed pub portfolios. As an owner of large numbers of leased and tenanted pubs, thePunch Group is able to maintain fewer head office staff due to its lower level of direct managerialinvolvement.

The Estate is also likely to have a lower risk to its revenue stream on average than would a managedpub company because retailers are obliged to pay the negotiated rent. However, long-term factorsaffecting trends and dynamics in the overall pub industry are likely to impact managed pub portfolios andleased and tenanted pub portfolios in a similar way.

Retailer Agreements

The relationship between the Punch Group and its retailers is generally governed by the type and termsof a Retailer Agreement in place between them. The Punch Group enters into one of three maincategories of a Retailer Agreement with its retailers, under which the retailer operates the pub as eithera lessee or a tenant and agrees to pay the rent specified in the relevant Retailer Agreement. These arethe Standard Lease, the Standard Tenancy and the tenancy-at-will. As part of the lease or tenancyagreement, the retailer also agrees that the Punch Group or the Punch Group designated supplier is tobe the retailer’s sole source of supply for certain products. These ‘‘tie’’ arrangements relate primarily tothe retailer’s purchase of beer, sales of which generally constitute the majority of the retailer’s turnover.

Standard leases are generally fully repairing, which means that the lessee is responsible for repairs tothe premises during the term of the lease, and are generally fully assignable after two years (subject tothe consent of the Punch Group which is not to be unreasonably withheld). Tenancy agreements, whichare shorter term arrangements, involve the Punch Group undertaking to carry out repairs to the pubs, aregenerally not assignable and have an annual RPI review. Retailers are usually required to provide adeposit on entry into their agreement. Some forms of leases and tenancy agreements contain landlord’sor tenant’s options to break.

Tenancy-at-will arrangements are used as transitional arrangements, before installing a retailer on alease or tenancy agreement. Under a tenancy-at-will, a retailer operates the pub on a short-term basiswith no notice period to vacate required by either Punch Group or the tenant.

The use of a lease or tenancy agreement and its terms and conditions will vary according to the profitexpectations, risk assessment and plans which the Punch Group and the retailer may have for the pubconcerned.

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The table below sets out the percentage of the Estate operated under the various Retailer Agreementsas at 6 May 2005:

Type of Retailer Agreement% of the

Estate

Standard Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.2Standard Tenancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.9Tenancy at Will . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4Not Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7

Grand Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0

Retailer Agreements — expiry

The profile of unexpired terms in Retailer Agreements within the Estate (as at 6 May 2005) is set outbelow:

Year of Expiry Agreements

2004/05. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1272005/06. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4602006/07. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5222007/08. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2192008/09. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 822009/10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1952010/11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4652011/12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1042012/13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 672013/14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 812014/15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157Post 2014/15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365Open ended. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306No Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Grand Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,176

Spread of annual rental income per outlet

The table below sets out the spread of annual rental income per outlet in the Estate as at 6 May 2005:

Annual rental income/£Number of

outlets

0 – 5,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1726,000 – 11,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 391

12,000 – 17,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83718,000 – 23,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68524,000 – 29,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44330,000 – 35,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28636,000 – 41,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13942,000 – 47,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8048,000 – 53,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4654,000 – 59,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29>=60,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Grand Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,176

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Rent reviews

The majority of the leased pubs are subject to rent reviews every 5 years and on the last day of the termand all Pubs are also adjusted for RPI annually. Following a rent review, the rent payable under a RetailerAgreement may go down as well as up. The table below shows the number of years remaining until thenext rent review for the Estate:

Year of ReviewNumber of

Outlets

2004/05. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1182005/06. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5142006/07. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6132007/08. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4172008/09. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220No review or renewal is post 2008/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,294

Grand Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,176

Historical Collection Rates

Over the past two years, collection and bad debts write off rates, expressed as a percentage ofcollectable debt (rent plus goods supplied) for the Estate has been as follows:

Collected Bad Debt

32 weeks to 2 April 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.5% 0.5%Year to 21 August 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.5% 0.5%

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

Legal ownership of the Estate

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

The details of the terms of and rents due in respect of the leases of the leasehold properties are asfollows:

Remaining Term (Years) Total OutletsTotal Ground Rent

£ (per annum)

0 – 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 1,189,89220 – 49. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 165,08250 – 99. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 296,926100 – 999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 38,720

Grand Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189 1,690,620

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Geographical distribution of the Estate

The table below shows the geographical distribution of the Estate:

RegionNumber of

Outlets

East Anglia. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228East Midlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216London . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319North West. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 656Scotland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115South East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454South West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418Wales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145West Midlands. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237Yorks and Humber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351

Grand Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,176

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

Classification of the Estate

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

The table below indicates the division of those pubs in the Estate into the main classifications jointlyformulated by the Punch Group and Bain & Company, Inc.:

Classification Outlets% of the

Estate

Basic Local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,309 41.2Mid-market Local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 891 28.1City or Town Local. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291 9.2Value Dining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234 7.4Up-market Local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125 3.9Premium Dining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 2.4Venue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 1.0Chameleon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 1.0Young Local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 0.9Circuit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 0.8City Dry-Led . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 0.4Unclassified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115 3.7

Grand Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,176 100.0

The classifications are defined as follows:

‘‘Basic Local’’

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

134

‘‘Mid-market Local’’

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

‘‘City or Town Local’’

These pubs are typically small, situated in town or city centres in highly competitive areas, but tend notto form part of a circuit of pubs frequented by young customers. Typical customers include local workersand shoppers who provide passing trade during the afternoon and local residents who are regularevening customers. Sale of beer forms a high proportion of sales and little food is offered.

‘‘Value Dining’’

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

‘‘Up-market Local’’

These pubs tend to be large, community-based pubs situated in low density affluent suburbs where thereis little competition. Regular customers tend to be middle and high earners, including professionals andfemales. Alternative forms of entertainment are offered and sales of food and wine are high bycomparison with most other categories of pub.

‘‘Premium Dining’’

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

‘‘Venue’’

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

‘‘Chameleon’’

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

‘‘Young Local’’

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

‘‘Circuit’’

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

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‘‘City Dry-Led’’

These pubs are centrally located, larger pubs which offer a high level of food. Customers include officeworkers and shoppers, with dry-led sales, especially at lunchtime peaking on Fridays.

Summary Details of certain members of the Punch Group

Certain Members of the New Securitisation Group

Summary descriptions of the Issuer, the Borrower, the Parent Guarantor and PMG are set out in thesection entitled The Parties above.

Cousin: Punch Taverns (CPM) Limited (formerly known as Cousin of PubmasterLimited) (Cousin) is a private limited company incorporated in England andWales with registered number 2585754. The issued share capital of Cousinis £58,383,685, which is 100 per cent. owned by the Borrower andU.S.$583,836.85 represented by bearer warrants held by the Borrower.

Son: Punch Taverns (SPM) Limited (formerly known as Son of Pubmaster Limited)(Son) is a private limited company incorporated in England and Wales withregistered number 2625703. The issued share capital of Son is £1,001,which is 100 per cent. owned by Cousin.

Sister: Punch Taverns (SPML) Limited (formerly known as Sister of PubmasterLimited) (Sister) is a private limited company incorporated in England andWales with registered number 4467229. The issued share capital of Sister is£1, which is 100 per cent. owned by the Parent Guarantor.

Daughter: Punch Taverns (DPM) Limited (Daughter) (formerly known as Daughter ofPubmaster Limited) is a private limited company incorporated in England andWales with registered number 2664808. The issued share capital of Daughteris £1,001, which is 100 per cent. owned by Cousin.

Mercury: Mercury Taverns plc (Mercury) is a public limited company incorporated inEngland and Wales with registered number 2850597. The issued sharecapital of Mercury is £7,530,000 which (apart from one ordinary share, whichis owned by the Borrower) is 100 per cent. owned by Holdings.

Holdings: Mercury Taverns (Holdings) Limited (Holdings) is a private limited companyincorporated in England and Wales with registered number 3205806. Theissued share capital of Mercury is £15,000, which is 100 per cent. owned bythe Borrower. Holdings is the holding company of Mercury.

Centrum: Punch Taverns (Centrum) Limited (Centrum) is a private limited companyincorporated in England and Wales with registered number 4773139. Theissued share capital of Centrum is £2.00, which prior to the Fourth ClosingDate, is 100 per cent. owned by Punch Centrum Intermediate HoldingCompany Limited and, following the Fourth Closing Date, by the ParentGuarantor.

ICL: InnSpired Company Limited (ICL) is a private limited company incorporatedin England and Wales with registered number 3355449. The issued sharecapital of ICL is £3,752,500, which is 100 per cent. owned by InnSpiredHoldings Limited.

IGL: InnSpired Group Limited (IGL) is a private limited company incorporated inEngland and Wales with registered number 3764748. The issued sharecapital of IGL is £76,764.05, which is 100 per cent. owned by InnSpired (ITB)Limited and, following the Fourth Closing Date, by the Parent Guarantor.

ITL: InnSpired Taverns Limited (ITL) is a private limited company incorporated inEngland and Wales with registered number 3776524. The issued sharecapital of ITL is £1.00 which is 100 per cent. owned by IGL.

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

Certain companies outside the New Securitisation Group

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

Punch Taverns plc: Punch Taverns plc is a public limited company incorporated in England andWales with registered number 3752645. It was formerly registered as aprivate company, Punch Group Limited, and by special resolution passed on13 May 2002 was re-registered as a public company and changed its nameto Punch Taverns plc. It is the overall holding company of the Punch Groupand its entire issued ordinary share capital is listed on the Official List of theLondon Stock Exchange following an initial public offering of its shares inMay 2002. On the Fourth Closing Date, it will be the ultimate parent of theNew Securitisation Group.

Punch Taverns (PGE)Limited:

Punch Taverns (PGE) Limited is a private limited company incorporated inEngland and Wales with registered number 3982441. Its issued share capitalis £62,599,166.15 divided into 1,251,983,342 non-redeemable deferredshares of £0.05 each and a special dividend share of £0.05 each. It is a directsubsidiary of Punch Taverns plc and holds the entire issued share capital ofPunch Taverns (PGRP) Limited, Punch Taverns (PPCS) Limited, PunchTaverns Group Limited, InnSpired (Cedar) Limited, Punch Taverns BartonIntermediate Holding Company Limited, Punch Centrum Intermediate HoldingCompany Limited and Punch Jubilee Intermediate Holding Company Limitedand other dormant Punch Group subsidiaries. On the Fourth Closing Date, itwill not be a member of the New Securitisation Group.

Punch Taverns (PGRP)Limited:

Punch Taverns (PGRP) Limited (PGRP) is a private limited companyincorporated in England and Wales with registered number 3988664. Itsissued share capital is £2 divided into 2 ordinary shares of £1 each, which areheld as to 100 per cent. by Punch Taverns (PGE) Limited. PGRP forms oneof the sub-groups within the Punch Group, certain assets of which will, on orprior to the Fourth Closing Date, be acquired by the Pubmaster Sub-Groupand form part of the New Securitisation Group. However, on the FourthClosing Date, PGRP will not be a member of the New Securitisation Group.

Punch Taverns (PPCS)Limited:

Punch Taverns (PPCS) Limited is a private limited company incorporated inEngland and Wales with registered number 4221944. Its issued share capitalis £2 divided into two ordinary shares of £1 each, which are held as to 100per cent. by Punch Taverns (PGE) Limited. On the Fourth Closing Date,Punch Taverns (PPCS) Limited will not be a member of the New SecuritisationGroup.

Punch Taverns GroupLimited:

Punch Taverns Group Limited is a private limited company incorporated inEngland and Wales with registered number 3512367. Its issued share capitalis £90,000,000, divided into 90,000,000 shares of £1 each, which is held asto 100 per cent. by Punch Taverns (PGE) Limited. Punch Taverns GroupLimited is the parent of Punch Taverns Investments Limited and PunchTaverns Development Company Limited and its indirect subsidiaries includethose companies of the Punch Taverns Sub-Group. On the Fourth ClosingDate Punch Taverns Group Limited will not be a member of the NewSecuritisation Group.

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Punch CentrumIntermediate HoldingCompany Limited:

Punch Centrum Intermediate Holding Company Limited is a private limitedcompany incorporated in England and Wales with registered number 4821125.Punch Centrum Intermediate Holding Company Limited was incorporated on4 July 2003 for the primary purpose of acquiring pubs financed by newsecured bank facilities. Its issued share capital is £2, divided into two ordinaryshares of £1 each, which are held as to 100 per cent. by Punch Taverns(PGE) Limited. It is the parent and holds the entire issued share capital ofPunch Centrum Loan Company Limited and Punch Taverns (Centrum)Limited. On the Fourth Closing Date, it will not be a member of the NewSecuritisation Group.

Punch Centrum LoanCompany Limited:

Punch Centrum Loan Company Limited is a private limited companyincorporated in England and Wales with registered number 4772974. PunchCentrum Loan Company Limited was incorporated on 21 May 2003 for theprimary purpose of acquiring pubs financed by new secured bank facilities.Its issued share capital is £2, divided into two ordinary shares of £1 each,which are held as to 100 per cent. by its parent Punch Centrum IntermediateHolding Company Limited. On the Fourth Closing Date, it will not be amember of the New Securitisation Group.

Punch JubileeIntermediate HoldingCompany Limited:

Punch Jubilee Intermediate Holding Company Limited is a private limitedcompany incorporated in England and Wales with registered number 4821132.Punch Jubilee Intermediate Holding Company Limited was incorporated on 4July 2003 for the primary purpose of acquiring pubs financed by new securedbank facilities. Its issued share capital is £2, divided into two ordinary sharesof £1 each, which are held as to 100 per cent. by Punch Taverns (PGE)Limited. It is the parent and holds the entire issued share capital of PunchJubilee Loan Company Limited and Punch Taverns (Jubilee) Limited. On theFourth Closing Date, it will not be a member of the New Securitisation Group.

Punch Taverns (Jubilee)Limited:

Punch Taverns (Jubilee) Limited is a private limited company incorporated inEngland and Wales with registered number 4821157. Punch Taverns (Jubilee)Limited was incorporated on 4 July 2003 for the primary purpose of acquiringpubs financed by new secured bank facilities. Its issued share capital is £2,divided into two ordinary shares of £1 each, which are held as to 100 percent. by its parent Punch Jubilee Intermediate Holding Company Limited.Certain assets of Jubilee will, on or prior to the Fourth Closing Date, beacquired by the Pubmaster Sub-Group and form part of the New SecuritisationGroup. On the Fourth Closing Date, it will not be a member of the NewSecuritisation Group.

Punch Jubilee LoanCompany Limited:

Punch Jubilee Loan Company Limited is a private limited companyincorporated in England and Wales with registered number 4821152. PunchJubilee Loan Company Limited was incorporated on 4 July 2003 for theprimary purpose of acquiring pubs financed by new secured bank facilities.Its issued share capital is £2, divided into two ordinary shares of £1 each,which are held as to 100 per cent. by its parent Punch Jubilee IntermediateHolding Company Limited. On the Fourth Closing Date, it will not be amember of the New Securitisation Group.

Punch Taverns HoldingsLimited:

Punch Taverns Holdings Limited is a private limited company incorporated inEngland and Wales with registered number 3499144. Its issued share capitalis £63,930, divided into 63,930 shares of £1 each, which is held as to 100 percent. by Punch Taverns (ES) Limited. It is the holding company of the PunchTaverns Sub-Group. On the Fourth Closing Date, it will not be a member ofthe New Securitisation Group.

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Punch Taverns ReserveCompany Limited:

Punch Taverns Reserve Company Limited is a private limited companyincorporated in England and Wales with registered number 4821140. Itsissued share capital is 2 shares of £1 each, which is held as to 100 per cent.by Punch Taverns (PGE) Limited. It is the holding company of Pubmistress.On the Fourth Closing Date, it will not be a member of the New SecuritisationGroup.

InnSpired (Cedar) Limited: InnSpired (Cedar) Limited is a private limited company incorporated inEngland and Wales with registered number 1564833. Its issued share capitalis 1,000 shares of £1 each, which is held as to 100 per cent. by PunchTaverns (PGE) Limited. It is the holding company of InnSpired (ITB) Limited.On the Fourth Closing Date, it will not be a member of the New SecuritisationGroup.

InnSpired (ITB) Limited: InnSpired (ITB) Limited is a private limited company incorporated in Englandand Wales with registered number 5196137. Its issued share capital is twoshares of £1 each, which is held as to 100 per cent. by InnSpired (Cedar)Limited. It is currently the holding company of IGL. On the Fourth ClosingDate, it will not be a member of the New Securitisation Group.

Punch Taverns BartonIntermediate HoldingCompany Limited:

Punch Taverns Barton Intermediate Holding Company Limited is a privatelimited company incorporated in England and Wales with registered number05432390. Punch Taverns Barton Intermediate Holding Company Limitedwas incorporated on 21 April 2005 for the primary purpose of acquiring pubsfinanced by new secured bank facilities. Its issued share capital is two sharesof £1 each, which is held as to 100 per cent. by Punch Taverns (PGE)Limited. It is the holding company of Punch Taverns (Barton) Limited andPunch Taverns Barton Loan Company Limited. On the Fourth Closing Date,it will not be a member of the New Securitisation Group.

Punch Taverns (Barton)Limited:

Punch Taverns (Barton) Limited is a private limited company incorporated inEngland and Wales with registered number 05432394. Punch Taverns(Barton) Limited was incorporated on 21 April 2005 for the primary purposeof acquiring pubs financed by new secured bank facilities. Its issued sharecapital is two shares of £1 each, which is held as to 100 per cent. by PunchTaverns Barton Intermediate Holding Company Limited. On the FourthClosing Date, it will not be a member of the New Securitisation Group.

Punch Taverns BartonLoan Company Limited:

Punch Taverns Barton Loan Company Limited is a private limited companyincorporated in England and Wales with registered number 05432396. PunchTaverns Barton Loan Company Limited was incorporated on 21 April 2005 forthe primary purpose of acquiring pubs financed by new secured bankfacilities. Its issued share capital is two shares of £1 each, which is held asto 100 per cent. by Punch Taverns Barton Intermediate Holding CompanyLimited. On the Fourth Closing Date, it will not be a member of the NewSecuritisation Group.

Pubmistress: Punch Taverns (PM) Limited (formerly known as Pubmistress Limited)(Pubmistress) is a private limited company incorporated in England andWales with registered number 4036384 and is the holding company of PMG.Pubmistress is not a member of the New Securitisation Group. Its issuedcapital is 4,000,000 ‘‘A’’ ordinary shares of 0.001p each, 4,750,000 ‘‘B’’ordinary shares of 0.001p each, 2,301,249 ‘‘C’’ ordinary shares of 0.001peach, 198,751 ‘‘D’’ ordinary shares of 0.001p each and 100 ‘‘P’’ ordinaryshares of 100p each. On the Fourth Closing Date, Pubmistress will no longerbe the holding company of PMG.

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MANAGEMENT/KEY SHAREHOLDERS OF THE PUNCH GROUP

Management/Punch Taverns plc Board of Directors

Position Name Business Address Age

Chief Executive . . . . . . . . . . Giles Thorley Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

37

Finance Director . . . . . . . . . Robert McDonald Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

50

Chief Operating Officer . . . Adrian Fawcett Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

36

Commercial Director. . . . . . Jonathan Paveley Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

41

Non-executive Chairman . . Philip Cox Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

55

Non-executive Director. . . . Fritz Ternofsky Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

61

Non-executive Director. . . . Ian Fraser Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

48

Non-executive Director. . . . Martin Glenn Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

44

Non-executive Director. . . . Michael Foster Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

59

Non-executive Director. . . . Peter Cawdron Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

61

Non-executive Director. . . . Randl Shure Jubilee House,Second Avenue,Burton upon Trent,Staffordshire DE14 2WF

41

Giles Thorley – Chief Executive

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

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the Inns of Court School of Law, before joining Nomura in 1990 where he specialised in property finance.In 1994 he became a founder member of the Principal Finance Group and was involved in a number oftransactions, most notably the pub related acquisitions of Phoenix Inns, Inntrepreneur Pub CompanyLimited and Spring Inns. Between 1998 and 2001 he was Chief Executive of Unique Pub Companyincreasing the business from 2,600 pubs to over 4,000 during his tenure. After joining Punch in 2001, heled the company through a de-merger culminating in an IPO of Punch in May 2002.

Robert McDonald – Finance Director

Robert McDonald, 50, was appointed Finance Director of Punch in April 2002, shortly before flotation,having held the position of Finance Director of the leased and tenanted division of Punch Group since1999. He first joined the industry in 1982, and worked in various roles for Allied Domecq, most recentlyas Finance Director of Allied Domecq Inns from 1995 until that company was acquired by Punch in 1999.He is a Fellow of the Chartered Institute of Management Accountants.

Adrian Fawcett – Chief Operating Officer

Adrian Fawcett, 36, was appointed Chief Operating Officer with effect from August 2003. He joined theGroup from Interbrew where he was Corporate Vice President of the Belgian brewer, globally responsiblefor business integration of both Interbrew’s operational businesses and the group’s M&A activity. Adrianspent six years at Bass Brewers from 1996 to 2001. During this time he held a number of rolesculminating in his position as Group Managing Director of Bass Brewers Operating Companies where heled Bass’s UK Operating Companies through the period of its sale to Interbrew and the subsequentrestructuring and divestment of Carling to Coors Brewers in 2002. Prior to this, Adrian held generalmanagement roles with both Mars & Ford. He joined the Punch Taverns Board in January 2004.

Jonathan Paveley – Commercial Director

Jonathan Paveley, 41, was appointed Commercial Director with effect from May 2004. He joins theGroup from Greene King, where he was Strategy Director, responsible for corporate and commercialstrategy and purchasing. During the eight years Jonathan spent with Greene King (1996-2004) heinitiated the strategic change programme which redirected its strategy, rationalised the company’sinfrastructure and created the company’s three operating divisions. He also led the team which acquiredand integrated the Morland business in 1999-2000 and played key roles in the successful purchases ofthe Magic Pub Company (1996) and Old English Inns (2001) among others. He joined the Punch TavernsBoard in September 2004.

Phil Cox – Independent Non-executive Chairman

Phil Cox, 55, was appointed Non-executive Chairman of Punch in January 2003 having joined Punch asNon-executive Deputy Chairman in May 2002. He is also a Director of Allders Plc. Prior to hisappointment with Punch, he was Chairman of Virgin Rail from January until October 1998, and wasFinance Director of Asda Group from 1992 to 1998. He was also Non-executive Director of Kelda(Yorkshire Water) from 1998 to 2000. He was previously Finance Director and Chief Executive of TheBurns Anderson Group and Horne Brothers Plc.

Fritz Ternofsky – Senior Independent Non-executive Director

Fritz Ternofsky, 61, was appointed Senior Independent Non-executive Director of Punch in May 2002. Hewas previously a member of the board of Compass from 1988 to 1999, also serving as Chief Executivefor UK and Scandinavia from 1993 to 1999. He is currently a Non-executive Director of Exel plc, CareUK plc and Non-executive Chairman of UK.explorer.com. He is also Chairman of Close Income & GrowthVCT PLC, Chairman of Kew Green Hotels and a Director of Dolphin Nurseries Ltd.

Ian Fraser – Independent Non-executive Director

Ian Fraser, 48, was appointed as an Independent Non-executive Director, from September 2004. He iscurrently Chief Executive of Kwit-Fit, having previously been Chief Operating Officer of Orange UK and,prior to that, Trading Director of Safeway Stores plc. He is also a Non-executive Director of BlueheathHoldings plc.

Martin Glenn – Independent Non-executive Director

Martin Glenn, 44, was appointed as an Independent Non-executive Director from September 2004. Heis currently President of all Pepsico’s interests in UK and Ireland, having worked within the group since1992 in various sales and marketing roles. He previously worked for Mars and Coopers & Lybrand.

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Mike Foster – Independent Non-executive Director

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

Peter Cawdron – Independent Non-executive Director

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

Randl Shure – Independent Non-executive Director

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

Executive officers

Andrew Thompson – Operations Director North

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

Bill Walker – Operations Director Central

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

Deborah Kemp – Operations Director South

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

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

Francis Patton – Customer Services Director

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

Neil Preston – Company Secretary

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

Neil Griffiths – Property & Strategy Director

Neil Griffiths, 44, was appointed Property and Strategy Director in May 2005. Neil joined the PunchGroup in 2001 and has been a key player in building its industry leading acquisitions team.

He was previously with Warner Brothers where he was international property director responsible forpan-European cinema development. Prior to that, he held senior positions with Bass plc including headof property as well as commercial director for Bass Leisure Entertainments.

Key shareholders

Punch Taverns plc’s entire issued ordinary share capital is listed on the Official List of The UnitedKingdom Listing Authority and admitted to listing on the London Stock Exchange.

Shareholders having a major interest of 3 per cent. or more in Punch as notified to Punch as at 6 May2005 are:

● AXA SA (12.06 per cent.);

● Henderson Global Investors (9.91 per cent.);

● Fidelity (5.84 per cent.);

● M&G Investments (4.15 per cent.);

● Lansdowne Partners Limited Partnership (4.05 per cent.); and

● Legal & General Investment Management Ltd (3.00 per cent.).

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MBIA UK INSURANCE LIMITED

General

MBIA UK Insurance Limited (MBIA UK) was incorporated with limited liability in England and Wales on22 March 2002 pursuant to the Companies Act 1985 with registered number 04401508. MBIA UKbecame authorised by the Financial Services Authority (FSA) to transact financial guarantee business inthe United Kingdom on 18 May 2004 with FSA reference number 225326. Its registered office is locatedat 1 Great St Helen’s, London, EC3A 6HX, United Kingdom.

MBIA UK is a direct wholly owned subsidiary of MBIA UK (Holdings) Limited (MBIA Holdings) a limitedliability company incorporated in England and Wales on 23 June 2003 with registered number 04808006,whose registered office is located at 1 Great St. Helen’s, London EC3A 6HX. MBIA Holdings is a directwholly owned subsidiary of MBIA Insurance Corporation (MBIA Corp.). MBIA Corp. is the principaloperating subsidiary of MBIA Inc. (MBIA Inc.). MBIA Inc. is not obliged to pay the debts of, or claimsagainst, MBIA Corp. or MBIA UK. MBIA UK has no subsidiaries.

Prior to the incorporation of MBIA UK as a limited liability company, the MBIA group operated in theUnited Kingdom both on a services and a branch basis through its French subsidiary, MBIA AssuranceS.A. (MBIA Assurance) by means of the EC third non-life insurance directive (No. 92/49/EEC). MBIAAssurance was registered as an overseas company in England and Wales under Chapter II of Part XXIIof the Companies Act 1985 on 10 February 1997 under number FC020116 and a branch of MBIAAssurance was registered in the United Kingdom during 2000 under number BR003789.

Business

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

Regulation

MBIA UK’s business in the United Kingdom is subject to regulation by the FSA.

MBIA UK is authorised by the FSA to carry out general insurance business of the following classes in theUnited Kingdom, namely credit insurance (Class 14), suretyship insurance (Class 15) and insuranceagainst miscellaneous financial loss (Class 16) and other kinds of business to the extent it falls within thescope of or is in the course of carrying out, the above-mentioned activities for which MBIA UK isauthorised to transact. MBIA UK carries out its activities in the European Economic Area on across-border services basis in accordance with Section 37 of the Financial Services and Markets Act2000 (FSMA) and Part III of Schedule 3 to FSMA.

Under the FSA regulations, MBIA UK is subject to certain supervisory requirements including themaintenance of a minimum solvency margin and establishment and maintenance of loss and unearnedpremium reserves. In addition, other requirements of the FSA include an obligation to report ontransactions entered into with connected persons, certain transactions it enters into, the regulation of itsinvestments and the on-going monitoring of its compliance with FSA rules.

Financial Strength Ratings

Fitch, Inc. (Fitch), Moody’s Investor Service, Inc. (Moody’s) and Standard & Poor’s, a division of TheMcGraw-Hill Companies, Inc. (S&P) have rated the financial strength of MBIA UK at ‘‘AAA’’, ‘‘Aaa’’ and‘‘AAA’’ respectively. The ratings of MBIA UK are based primarily on the ratings of and capital supportprovided by MBIA Corp. Any reduction in the ratings of MBIA Corp. would result in a downgrade of theratings of MBIA UK and could have a material adverse effect on MBIA Corp. and MBIA UK.

Each rating of MBIA UK should be evaluated independently. The ratings reflect the respective ratingagency’s current assessment of the financial strength of MBIA UK and its ability to pay claims on itsfinancial guarantees. Any further explanation as to the significance of the above ratings may be obtainedonly from the applicable rating agency.

The above ratings are not recommendations to buy, sell or hold the obligations, and such ratings may besubject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal

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

Summary of Financial Information and Recent Developments

During the year ending 31 December 2004, MBIA UK did not trade, did not incur any liabilities andconsequently made neither a profit nor a loss. MBIA UK was dormant (within the meaning of section 249AA Companies Act 1985) since its formation and at all times during and up to the year ending31 December 2004. Consequently, it was not required to have its financial statements audited for theyear ended 31 December 2004.

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

Capitalisation and Indebtedness Table

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

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

As at 31 December 2004(£)

As at 31 December 2003(£)

AssetsLong-term investments 23,691,688 0Current assets 47,377,479 1

Total assets 71,069,167 1

Indebtedness(2)

Short term debt 1,912,710 0Long term debt 0 0

Shareholders’ Equity (3)

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

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

Notes:

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

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

3 MBIA UK was incorporated with an authorised share capital of £100,000,000 comprising 100,000,000 ordinary shares of £1each. As at 31 December 2003, 1 ordinary share of £1 had been allotted but not paid. On 10 May 2004, MBIA UK issued fullypaid up share capital of a further 67,999,999 ordinary shares of £1 each. MBIA UK did not write premia in the year ended31 December 2004, but generated a gross profit from investment and interest income and incurred a resulting tax expenseand short-term liability.

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

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Directors and Officers

The directors of MBIA UK and their principal activities as at the date of this disclosure statement are setout below:

Name: Function: Principal Activities:Neil G. Budnick Executive Chief Executive OfficerDavid H. Dubin Executive Managing DirectorGary C. Dunton Executive Managing DirectorNicholas Ferreri Executive Chief Financial OfficerPhilip C. Sullivan Executive Chief Risk Officer, Managing DirectorChristopher E. Weeks Executive President, Managing DirectorRam D. Wertheim Executive Joint Company Secretary, Managing DirectorDeborah M. Zurkow Executive Managing DirectorGerald H. C. Wakefield Non-Executive Director

The principal executive officers of MBIA UK are set out below:

Neil G. Budnick Chief Executive OfficerChristopher E. Weeks PresidentNicholas Ferreri Chief Financial OfficerPhillip C. Sullivan Chief Risk OfficerRam D. Wertheim Joint Company SecretarySabrina B. Biscardi Joint Company Secretary, Legal Compliance Officer, General CounselJuliet S. Telford Financial Compliance Officer, ControllerKathleen M. Reagan Internal Auditor

The principal executive offices of MBIA UK are located at 1 Great St Helen’s, London, EC3A 6HX, UnitedKingdom and its telephone number at this address is +44 20 7920 6363. The business address ofMessrs. Dunton, Ferreri and Wertheim is 113 King Street, Armonk, New York 10504, United States ofAmerica.

Risk Diversification

MBIA Corp. and MBIA UK seek to maintain a diversified insured portfolio designed to spread risk basedon a variety of criteria, including revenue source, issue size, type of bond and geographic area. As at31 December 2004, MBIA Corp. had 28,222 policies outstanding. These policies are diversified among10,798 ‘‘credits’’, which MBIA Corp. defines as any group of issues supported by the same revenuesource. Since MBIA UK has not issued financial guarantees since its formation and at all times duringand up to the year ending 31 December 2004, there are no risks guaranteed and in force at this time byMBIA UK.

Reinsurance

In the ordinary course of its business, MBIA UK uses reinsurance as a risk management device toreinsure financial guarantees with third party reinsurers primarily to transfer risk and to increaseunderwriting capacity. MBIA UK uses both treaty and facultative reinsurance to cede risk. Under itstreaties with various reinsurers, MBIA UK has the ability to automatically cede specified percentages ofinsured risks as provided for in each treaty. To the extent MBIA UK needs reinsurance capacity that isnot available under its treaties, it cedes risk to reinsurers on a facultative basis where reinsurers haveconsidered the commitment and decided to provide the reinsurance outside the terms of the treaty.

As a primary guarantor, MBIA UK is required to honour its obligations to the holders of its financialguarantees whether or not its reinsurers perform their obligations to MBIA UK.

Auditors

MBIA UK’s auditors are PricewaterhouseCoopers LLP of 32 London Bridge Street, London SE1 9SY.

MBIA UK, having been dormant within the meaning of section 249AA Companies Act 1985 since itsformation and at all times during the year ended 31 December 2003, and otherwise satisfying therelevant requirements of Part VII of the Companies Act 1985, was exempt from the provisions of that Partrelating to the audit of accounts.

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Copies of MBIA UK’s 31 December 2004 accounts are available from The Company Secretary, MBIA UKInsurance Limited, 1 Great St. Helen’s, London EC3A 6HX.

Relationship between MBIA UK and MBIA Corp.

MBIA UK and MBIA Corp. have entered into an excess of loss reinsurance agreement dated 14 May2004 (the Excess of Loss Reinsurance Agreement). MBIA Corp., MBIA UK Holdings and MBIA UKhave entered into a Net Worth Maintenance agreement dated 14 May 2004 (as amended and restatedon 12 October 2004) (the Net Worth Maintenance Agreement). The purpose of the Excess of LossReinsurance Agreement and the Net Worth Maintenance Agreement is to provide MBIA UK withadditional capital and reinsurance support in the event of excess losses not covered by its availablecapital and by third party reinsurance.

Under the Excess of Loss Reinsurance Agreement, MBIA Corp. agrees to reinsure on an excess of lossbasis all financial guarantees issued by MBIA UK. Under the Excess of Loss Reinsurance AgreementMBIA Corp. will reimburse MBIA UK, on an excess of loss basis, for losses exceeding $100,000,000 inaggregate incurred in each calendar year for its net retained insurance liability (being MBIA UK’s grossliability on each guarantee reinsured by MBIA Corp. after deducting all cessions to facultative and/orother reinsurers, the Net Retained Liability) under all financial guarantees issued by MBIA UK. MBIACorp.’s maximum liability under the Excess of Loss Reinsurance Agreement shall not exceed:

(i) for 2005, 20 per cent. of MBIA UK’s Net Retained Liability with respect to the aggregate insuredprincipal sum outstanding as of such time, plus the insured principal sum outstanding underMBIA UK’s two largest financial guarantees at such time; and

(ii) for any subsequent year, 20 per cent. of MBIA UK’s Net Retained Liability with respect to theaggregate insured principal sum outstanding as of 11:59 p.m., Greenwich Mean Time, on 31December of the prior year plus the insured principal sum outstanding under MBIA UK’s twolargest financial guarantees in effect as of 11:59 p.m., Greenwich Mean Time on 31 Decemberof the prior year.

The reinsurance provided under the Excess of Loss Reinsurance Agreement does not alter or limit theobligations of MBIA UK under any financial guarantee.

Pursuant to the Net Worth Maintenance Agreement, MBIA Corp. and MBIA UK Holdings agree tomaintain capital in MBIA UK in an amount that is at least equal to $100,000,000 or such greater amountas shall be required now or in the future to comply with statutory and regulatory requirements in theUnited Kingdom. Any support provided by MBIA Corp. to MBIA UK is subject to compliance with NewYork insurance law. MBIA Corp. may not contribute more than 35 per cent. of its policyholders’ surpluson an accumulated basis and must comply with §1505 of the New York State Insurance Law, whichrequires prior notification to and approval by the New York State Insurance Department for any additionalcapital contributions. MBIA Corp. may, however, make single contributions to MBIA UK that do notexceed $300 million without taking any additional actions under §1505 of the New York Insurance Law.As of 31 December 2004, the policyholders’ surplus for MBIA Corp. was $3.395 billion.

The Class A7 Noteholders and the Class A8 Noteholders should note that the Excess of LossReinsurance Agreement and the Net Worth Maintenance Agreement (the MBIA UK Agreements) areentered into for the benefit of MBIA UK and are not, and should not be regarded as, guarantees by MBIACorp. of the payment of any indebtedness, liability or obligations of the Issuer, the Class A7 Notes, theClass A8 Notes, the Second MBIA Financial Guarantee or any other MBIA financial guarantee.Notwithstanding the capital support provided to MBIA UK described in this section, the MBIA UKAgreements do not confer any rights on third parties. Beneficiaries of any MBIA financial guarantee willhave direct recourse against MBIA UK only, and neither MBIA Corp. nor any other affiliate thereof will bedirectly liable to the beneficiaries of any MBIA financial guarantee.

The information in this disclosure statement concerning MBIA Corp. and its affiliates is provided forbackground purposes only in view of the importance to MBIA UK of the MBIA UK Agreements. It doesnot imply that the MBIA UK Agreements are guarantees for the benefit of the beneficiaries of any MBIAUK financial guarantee. Payments of principal and interest on the obligations will be guaranteed by MBIAUK pursuant to the terms of the financial guarantees provided by MBIA UK and will not be additionallyguaranteed by either MBIA Corp. or any other affiliate.

The MBIA UK Agreements are intracompany agreements and do not confer rights on third parties;however, these arrangements, together with the ownership of MBIA UK by MBIA Corp. and the

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underwriting support supplied to MBIA UK by MBIA Corp., may make information about MBIA Corp. ofinterest to the beneficiaries of financial guarantees issued by MBIA UK. Additionally, the MBIA UKAgreements were relevant to the rating agencies in justification of the triple-A ratings granted to MBIAUK. Any modifications to the Net Worth Maintenance Agreement are subject to confirmation from eachof Fitch, Moody’s and S&P that such modifications will not result in the reduction or withdrawal of theclaims-paying ratings then assigned to MBIA UK.

Pursuant to procedures initially developed by MBIA Corp., MBIA UK is selective in the risks it choosesto guarantee. Logistic and underwriting support is supplied to MBIA UK from MBIA Corp. The logisticreview of a credit and the proposed structure is undertaken by analysts on a deal team. Both the creditand the structure are then presented to a separate underwriting committee composed of persons notdirectly involved in the initial analysis. Only following approval of both the credit and the structure maya financial guarantee be issued by MBIA UK.

MBIA Corp. and MBIA UK maintain zero-loss underwriting standards; they underwrite their respectivefinancial guarantees such that at the time a financial guarantee is issued no losses are expectedthroughout the term of the guarantee based on a worst-case scenario.

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MBIA INSURANCE CORPORATION

General

MBIA Corp. is a leading global provider of financial guarantee insurance incorporated in the State of NewYork whose registered office is at 113 King Street, Armonk, NY 10504, United States of America. MBIACorp. is a wholly owned subsidiary of MBIA Inc., which is engaged in providing financial guaranteeinsurance and investment management and financial services to public finance clients and financialinstitutions on a global basis. MBIA Corp. provides financial guarantee insurance policies for municipalbonds, asset-backed and mortgage-backed securities, investor-owned utility bonds, and collateralisedobligations of sovereigns, corporations and financial institutions, both in the new issue and secondarymarkets. MBIA Corp. also insures privately issued bonds used for the financing of public purposeprojects which are primarily located overseas and include toll roads, bridges, airports, public transpor-tation facilities and other types of infrastructure projects that serve a substantial public purpose. Whilein the United States projects of this nature are financed through the issuance of tax-exempt bonds byspecial purpose, government sponsored tax-exempt entities, the general absence of tax-advantagedfinancing, among other reasons, has led to the transfer of the operation of many such public purposeprojects to the private sector. Generally, the private entities operate under a concession agreement withthe sponsoring government agency, which maintains a level of regulatory oversight and control over theproject.

MBIA Corp. is the successor to the business of the Municipal Bond Insurance Association (theAssociation) which began writing financial guarantees for municipal bonds in 1974. MBIA Corp. is theparent of MBIA Corp. of Illinois (MBIA Illinois) and Capital Markets Assurance Corporation (CapMAC),both financial guarantee companies. In 1990, MBIA Corp. formed a French insurance company, MBIAAssurance, to write financial guarantee insurance in the countries of the European community. MBIAAssurance, which is a 99.99 per cent. subsidiary of MBIA Corp., writes financial guarantees insuringsovereign risk, public infrastructure financings, asset-backed transactions and certain collateralisedobligations of corporations and financial institutions. MBIA Assurance has used the provisions of the ECthird non-life insurance directive (No. 92/49/EEC) to operate in the United Kingdom both on a servicesand a branch basis. In light of the amount of business generated from the United Kingdom, MBIA UK wascreated in 2002 and received regulatory authorization in 2004. Generally, throughout the text, referencesbelow to MBIA Corp. include the activities of its subsidiaries, MBIA Illinois, MBIA Assurance, MBIA UKand CapMAC.

Financial guarantee insurance provides an unconditional and irrevocable guarantee of the payment ofthe principal and interest or other amounts owing, on insured obligations when due. MBIA Corp. primarilyinsures obligations which are sold in the new issue and secondary markets, or which are held in unitinvestment trusts (UIT) and by mutual funds. It also provides surety bonds for debt service reserve funds.The principal economic value of financial guarantee insurance to the entity offering the obligations is thesavings in interest costs resulting from the difference in the market yield between an insured obligationand the same obligation on an uninsured basis. In addition, for complex financings and for obligationsof issuers that are not well-known by investors, insured obligations receive greater market acceptancethan uninsured obligations. The municipal obligations that MBIA Corp. insures include tax-exempt andtaxable indebtedness of states, counties, cities, utility districts and other political subdivisions, as well asairports, higher education and health care facilities and similar authorities. The asset-backed orstructured finance obligations insured by MBIA Corp. typically consist of securities that are payable fromor which are tied to the performance of a specified pool of assets that have a defined cash flow. Theseinclude residential and commercial mortgages, a variety of consumer loans, corporate loans and bondsand equipment and real property leases.

Financial Strength Ratings of MBIA Corp.

Fitch, Moody’s and S&P have rated the financial strength of MBIA Corp. at ‘‘AAA’’, ‘‘Aaa’’ and ‘‘AAA’’respectively.

Each rating of MBIA Corp. should be evaluated independently. The ratings reflect the respective ratingagency’s current assessment of the creditworthiness of MBIA Corp. and its ability to pay claims on itsfinancial guarantees. Any further explanation as to the significance of the above ratings may be obtainedonly from the applicable rating agency.

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Capitalisation and Indebtedness Table

The following table sets forth the capitalisation and indebtedness of MBIA Corp. as at 31 December2004, 31 December 2003 and 31 December 2002 (source: extracted from the audited accounts of MBIACorp. for financial years ended 31 December 2004, 2003 and 2002):

31 December2004

31 December2003

31 December2002

(US$ in thousands)

Long-term Debt Nil Nil NilInvestors’ Equity:Common stock, par value $150 per share;

authorised, issued and outstanding – 100,000shares

15,000 15,000 15,000

Additional paid-in capital (1) 1,654,201 1,636,422 1,610,574Capital Contribution Nil Nil NilRetained earnings 4,546,400 4,455,903 3,884,148Accumulated other comprehensive income. 381,547 437,993 339,710Total Investors’ Equity US$6,597,148 US$6,545,318 US$5,849,432

Total Capitalisation and Indebtedness (2) US$6,597,148 US$6,545,318 US$5,849,432

Notes:1 Represents the additional contribution from MBIA Inc. above the par value of the common stock.2 There has been no material change in the authorised and issued share capital, in the capitalisation and indebtedness,

contingent liabilities or guarantees of MBIA Corp. since 31 December 2004.

Risk Diversification

At 31 December 2004, the net par amount outstanding on MBIA Corp.’s insured obligations (includinginsured obligations of MBIA Illinois, MBIA Assurance and CapMAC, but excluding the guarantee ofUS$12.7 billion of investment management transactions for MBIA Investment Management Corp. andMBIA Global Funding Limited) was US$585.6 billion. Net insurance in force was US$890.2 billion.

Because generally MBIA Corp. guarantees to the holder of the underlying obligation the timely paymentof amounts due on such obligation in accordance with its original payment schedule, in the case of adefault on an insured obligation, payments under the financial guarantee cannot be accelerated unlessMBIA Corp. consents to the acceleration. Otherwise, MBIA Corp. is required to pay principal, interest orother amounts only as originally scheduled payments come due.

MBIA Corp. underwrites financial guarantee insurance on the assumption that the insurance will remainin force until maturity of the insured obligations. MBIA Corp. estimates that the average life (as opposedto the stated maturity) of its insurance policies and financial guarantees in force at 31 December 2004was 10.2 years. The average life was determined by applying a weighted average calculation, using theremaining years to maturity of each insured obligation, and weighting them on the basis of the remainingdebt service insured. No assumptions were made for any future refundings of insured issues. Averageannual debt service on the portfolio at 31 December 2004 was US$71.7 billion.

Reinsurance

State insurance laws and regulations, as well as the rating agencies, impose minimum capitalrequirements on financial guarantee companies, limiting the aggregate amount of insurance which maybe written and the maximum size of any single risk exposure which may be assumed. MBIA Corp.increases its capacity to write new business by using treaty and facultative reinsurance to reduce itsgross liabilities on an aggregate and single risk basis.

As a primary insurer, MBIA Corp. is required to honour its obligations to its policyholders whether or notits reinsurers perform their obligations to MBIA Corp. The financial position of all reinsurers is monitoredby MBIA Corp. on a regular basis.

Regulation

MBIA Corp. is licensed to do insurance business in, and is subject to insurance regulation andsupervision by, the State of New York (its state of incorporation), the 49 other US states, the District of

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Columbia, the Territory of Guam, the Commonwealth of the Northern Mariana Islands, the Virgin Islandsof the United States, the Commonwealth of Puerto Rico, the Kingdom of Spain, the Republic of France,the United Kingdom and the Republic of Singapore. The extent of state insurance regulation andsupervision varies by jurisdiction, but New York, Illinois and most other jurisdictions have laws andregulations prescribing minimum standards of solvency, including minimum capital requirements andbusiness conduct which must be maintained by insurance companies. The laws and regulations of thesestates also limit both the aggregate and individual risks that MBIA Corp. may insure on a net basis basedon the type of risk being insured. These laws prescribe permitted classes and concentrations ofinvestments. In addition, some state laws and regulations require the approval or filing of policy formsand rates. MBIA Corp. is required to file detailed annual financial statements with the New York InsuranceDepartment and similar supervisory agencies in each of the other jurisdictions in which it is licensed. Theoperations and accounts of MBIA Corp. are subject to examination by these regulatory agencies atregular intervals. MBIA Inc. is subject to the direct and indirect effects of governmental regulation,including changes in tax laws affecting the municipal and asset-backed debt markets. No assurance canbe given that future legislative or regulatory changes might not adversely affect the results of operationsand financial conditions of MBIA Inc.

MBIA Corp. is licensed to provide financial guarantee insurance under Article 69 of the New YorkInsurance Law. Article 69 defines financial guarantee insurance to include any guarantee under whichloss is payable upon proof of occurrence of financial loss to an insured as a result of certain events.These events include the failure of any obligor on or any issuer of any debt instrument or other monetaryobligation to pay principal, interest, premium, dividend or purchase price of or on such instrument orobligation, when due. Under Article 69, MBIA Corp. is licensed to transact financial guarantee insurance.In addition, MBIA Corp. is empowered to assume or reinsure the kinds of insurance that it is licensed towrite directly.

As a financial guarantee insurer, MBIA Corp. is required by the laws of New York, California, Connecticut,Florida, Illinois, Iowa, New Jersey and Wisconsin to maintain contingency reserves on its municipalbonds, asset-backed securities and other financial guarantee liabilities. Under New Jersey, Illinois andWisconsin regulations, contributions by such an insurer to its contingency reserves are required to equal50 per cent. of earned premiums on its municipal bond business. Under New York law, such an insureris required to contribute to contingency reserves 50 per cent. of premiums as they are earned on policiesand financial guarantees written prior to 1 July 1989 (net of reinsurance) and, with respect to policies andfinancial guarantees written on and after 1 July 1989, must make contributions over a period of 15 or 20years (based on issue type), or until the contingency reserve for such insured issues equals the greaterof 50 per cent. of premiums written for the relevant category of insurance or a percentage of the principalguaranteed, varying from 0.55 per cent. to 2.5 per cent., depending upon the type of obligationguaranteed (net of reinsurance, refunding, refinancing and certain insured securities). California,Connecticut, Iowa and Florida law impose a generally similar requirement. In each of these states, MBIACorp. may apply for release of portions of the contingency reserves in certain circumstances.

The laws of New York regulate the payment of dividends by MBIA Corp. and provide that a New Yorkdomestic stock property/casualty insurance company (such as MBIA Corp.) may not declare or distributedividends except out of statutory earned surplus. New York law provides that the sum of (i) the amountof dividends declared or distributed during the preceding 12-month period and (ii) the dividend to bedeclared may not exceed the lesser of (a) 10 per cent. of policyholders’ surplus, as shown by the mostrecent statutory financial statement on file with the New York Insurance Department, and (b) 100 percent. of adjusted net investment income for such 12-month period (the net investment income for such12-month period plus the excess, if any, of net investment income over dividends declared or distributedduring the two-year period preceding such 12-month period), unless the New York Superintendent ofInsurance approves a greater dividend distribution based upon a finding that the insurer will retainsufficient surplus to support its obligations and writings. The foregoing dividend limitations aredetermined in accordance with Statutory Accounting Practices (SAP), which generally produce statutoryearnings in amounts less than earnings computed in accordance with Generally Accepted AccountingPrinciples (GAAP). Similarly, policyholders’ surplus, computed on a SAP basis, will normally be less thannet worth computed on a GAAP basis.

MBIA Corp., MBIA Illinois and CapMAC are exempt from assessments by the insurance guarantee fundsin the majority of the states in which they do business. Guarantee fund laws in most states requireinsurers transacting business in the state to participate in guarantee associations, which pay claims ofpolicyholders and third-party claimants against impaired or insolvent insurance companies doing

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

Management

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

Name Age Position

Joseph W. Brown 55 Executive ChairmanGary C. Dunton 49 Chief Executive OfficerNeil G. Budnick 50 PresidentRam D. Wertheim 50 General Counsel and SecretaryNicholas Ferreri 44 Chief Financial Officer

Recent Developments (1)

For the quarter ended 31 March 2005, MBIA Corp. had net income of US$191.1 million as compared toUS$230.2 million for the quarter ended 31 March 2004. At 31 March 2005, MBIA Corp.’s investor’s equitywas US$6.7 billion.

MBIA Corp. guaranteed US$28.3 billion of net par value in the first quarter of 2005, an increase of 56 percent. over the US$18.2 billion of net par insured in the first quarter of 2004. During the first quarter of2005, MBIA Corp. insured US$15.0 billion of net par value of domestic municipal bonds, a 97.4 per cent.increase from US$7.6 billion insured in the first quarter of 2004. In the domestic structured financemarket, which includes mortgage-backed and asset-backed transactions, MBIA Corp. insured US$8.8billion of net par value in the first quarter of 2005, an increase of 4.8 per cent. from the US$8.4 billioninsured in 2004. In addition, MBIA Corp. insured US$4.5 billion of net securities internationally during thefirst quarter of 2005 compared with US$2.2 billion insured in the first quarter of 2004.

Gross premiums written in the first quarter of 2005 increased to US$291.1 million from US$214.7 millionin the first quarter of 2004. Net premiums earned during the first quarter of 2005 were US$211.7 million,up from US$208.4 million in 2004. Net investment income, excluding net realised capital gains,increased from US$111.3 million in the first quarter of 2004 to US$112.2 million in the first quarter of2005. Revenues of MBIA Corp. for the quarter ended 31 March 2005 decreased to US$333.3 millioncompared with US$373.6 million for the quarter ended 31 March 2004. Total expenses for the quarterended 31 March 2005 were US$73.9 million compared to US$64.6 million for the quarter ended31 March 2004.

Computed on a statutory basis, as of 31 March 2005, MBIA Corp.’s unearned premium reserve wasUS$3.4 billion, and its capital base, consisting of capital and surplus and contingency reserve, wasUS$6.3 billion. Total claims-paying resources at 31 March 2005 and 31 December 2004 were US$12.9billion, respectively.

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

records.

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FORM OF SECOND MBIA FINANCIAL GUARANTEE

Financial Guarantee Number: UK05001

Guaranteed Obligations: The payment obligations of the Issuer in respect ofeach amount of Principal and Interest owing by theIssuer and outstanding under the Notes, as furtherdefined below.

Guarantor: MBIA UK Insurance Limited (MBIA) a private limitedcompany incorporated under the laws of Englandand Wales with registered number 04401508 whoseregistered office is at 1 Great St. Helen’s, 2nd Floor,London EC3A 6HX.

Beneficiary: The Note Trustee

Date of Issue: 1 August 2005

1. DEFINITIONS, INTERPRETATION AND CONSTRUCTION

1.1 Definitions

For the purposes of this Financial Guarantee, the following terms will have the meanings given tothem below:

Accelerated Payment means, following an Acceleration, any payment in full or in part by MBIA ofthe Guaranteed Obligations in advance of the relevant Scheduled Payment Date.

Acceleration means, in respect of any person, in relation to the Notes the declaration by writtennotice from the Note Trustee to the Issuer that the Notes are immediately due and payable pursuantto Condition 9, and Accelerated will be construed accordingly.

Affiliate means any person who directly or indirectly through one or more intermediaries controls,or is controlled by, or is under common control with, the first person, where ‘‘control’’ means thepossession, directly or indirectly, of the power to direct or cause the direction of the managementor policies of a person, whether through the ownership of voting stock, by contract or otherwise.

Business Day means any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in London,or (iii) a day on which banking institutions in London are authorised or obliged by law or executiveorder to be closed.

Conditions means the terms and conditions of the Notes, as set out in the Trust Deed.

Due for Payment means due for payment on a Scheduled Payment Date. For the avoidance ofdoubt Due for Payment does not include any date which may arise earlier than a ScheduledPayment Date by reason of prepayment, Acceleration, mandatory or optional redemption orotherwise unless MBIA has given its prior written consent to such earlier date.

Financial Guarantee Fee has the meaning given to it in the Guarantee and ReimbursementAgreement.

Guarantee and Reimbursement Agreement means the agreement between, inter alia, the Issuerand MBIA pursuant to which, inter alia, MBIA has agreed to issue the Financial Guarantee and theIssuer has agreed, inter alia, to indemnify and reimburse MBIA for, and to MBIA being subrogatedto the rights of the Holders in respect of, any payments made by MBIA under the FinancialGuarantee.

Guaranteed Amounts means, with respect to any Scheduled Payment Date, the sum of Interestand Principal (if any) due on the Guaranteed Obligations on such Scheduled Payment Date and,for the avoidance of doubt, includes Recovered Amounts. Guaranteed Amounts does not includeand no guarantee is given by MBIA under this Financial Guarantee in respect of any deduction orwithholding which the Issuer has made for or on account of Taxes in respect of the GuaranteedObligations.

Guaranteed Obligations means the payment obligations of the Issuer in respect of each amountof Principal and Interest owing by the Issuer and outstanding under the Notes but excluding anyNotes which have been purchased by the Issuer or the Borrower or any of their Affiliates.

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Holder has the meaning given to it in the Trust Deed.

Insolvency Law means in respect of any Person, any applicable law in respect of the bankruptcy,insolvency, receivership, winding up, dissolution, reorganisation, administration or other arrange-ment for the benefit of the creditors generally of such persons.

Interest means any amount in respect of regularly scheduled interest owing by the Issuer under theNotes as set out in Condition 4, excluding any amount relating to any Step-Up Amount,prepayment, acceleration, early redemption, broken funding indemnities, penalties, default interest,premium, deferral, Taxes deducted by the Issuer or similar types of payments.

Issuer means Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited).

MBIA Additional Amounts has the meaning given to that term in Clause 6 (Withholding andDeductions).

MBIA Event of Default has the meaning given to that term in the Guarantee and ReimbursementAgreement.

Non-payment means, on any Scheduled Payment Date, the failure by the Issuer to pay all or anypart of the Guaranteed Amounts which are Due for Payment.

Note Trustee means Deutsche Trustee Company Limited, whose principal office is at WinchesterHouse, 1 Great Winchester Street, London EC2N 2DB, or any additional or successor trusteeappointed pursuant to the Trust Deed.

Notes means the £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 and the£250,000,000 Class A8 Secured Floating Rate Notes due June 2033.

Notice of Demand means the notice of demand substantially in the form set out in the Scheduleto this Financial Guarantee.

Order means a final, non-appealable order from a court of competent jurisdiction.

Paying Agency Agreement means the Second New Notes Agency Agreement as defined in theConditions.

Person means any individual, corporation, partnership, joint venture, association, joint stockcompany, trust (including any beneficiary thereof), unincorporated organisation or government orany agency or political sub-division thereof.

Preference means a preference pursuant to the relevant Insolvency Law.

Principal means each amount of regularly scheduled principal outstanding under the Notes, asreduced by each amount of principal repaid or prepaid by the Issuer pursuant to the Conditions,excluding any amount relating to prepayment, acceleration, early redemption, broken-fundingindemnities, mandatory costs, increased costs, penalties, premium, default interest, ‘‘spens’’ orsimilar types of payments.

Principal Financial Centre means London.

Principal Paying Agent means the Second New Notes Principal Paying Agent as defined in theConditions.

Receipt means (i) actual delivery by registered mail or personally to MBIA at the address set outin the Notice of Demand (or such other address as MBIA has notified in writing to the Note Trusteeby at least seven (7) Business Days’ notice) prior to 12.00 noon, London time, on a Business Dayor (ii) if such actual delivery takes place either on a day that is not a Business Day or after 12.00noon, London time, Receipt will be deemed to have occurred on the next succeeding BusinessDay. If any notice or certificate (including any Notice of Demand) given hereunder to MBIA is notin proper form or is not properly completed, executed or delivered, MBIA shall not be deemed tohave Received it.

Recovered Amounts means any Guaranteed Amount that was Due for Payment and was paid byor on behalf of the Issuer to the Note Trustee or a Holder to the extent it has been deemed aPreference by an Order and recovered from the Note Trustee or, as the case may be, the Holderby the receiver, conservator, debtor-in-possession or trustee in bankruptcy or other insolvency orsimilar official for the Issuer named or identified in the Order, and has not been paid or recoveredfrom any other source.

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Relevant Currency means Sterling, the lawful currency of the United Kingdom.

Scheduled Payment Date means, with respect to Interest, an Interest Payment Date (as definedin Condition 4(b)) and, with respect to Principal, each Interest Payment Date on which Principal ispayable as provided in Condition 5(b) and, with respect to Recovered Amounts, each date on whichany such amounts are due and payable by the Note Trustee or as the case may be, the Holder,pursuant to an Order.

Step-up Amount means the Class A8 Step-up Amount as defined in the Conditions.

Taxes includes all present and future income, turnover and other taxes, levies, imposts,deductions, charges and withholdings whatsoever imposed, charged or levied by any jurisdiction orany governmental or taxing authority (including without limitation, any insurance, stamp, registra-tion, issue or documentary taxes or duties) together with interest thereon and penalties with respectthereto (if any) and any payments of principal, interest, charges, fees or other amounts made onor in respect thereof and ‘‘Tax’’ and ‘‘Taxation’’ will be construed accordingly.

Termination Date has the meaning set out in Clause 14.1.

Transaction Documents has the meaning given to it in the Master Definitions and ConstructionSchedule (as defined in the Conditions).

Trust Deed means the trust deed dated 30 June 1999 between the Issuer and the Note Trusteeconstituting the Notes, as supplemented by a first supplemental trust deed dated 17 February 2000,a second supplemental trust deed dated 28 November 2002, a third supplemental trust deed dated3 February 2003 and a fourth supplemental trust deed dated 1 August 2005 and as furtheramended, modified or supplemented from time to time with the prior written consent of MBIA.

1.2 Interpretation

In this Financial Guarantee, a reference to:

1.2.1 a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this FinancialGuarantee and any subordinate legislation made or other thing done under the statutoryprovision whether before or after the date of this Financial Guarantee;

1.2.2 a document is a reference to that document as modified or replaced from time to time;

1.2.3 a Person includes a reference to a government, state, state agency, corporation, bodycorporate, association or partnership;

1.2.4 a Person includes a reference to that Person’s legal personal representatives, successorsand permitted assigns;

1.2.5 the singular includes the plural and vice versa (unless the context otherwise requires);

1.2.6 a time of day is a reference to the time in London, unless a contrary indication appears; and

1.2.7 a clause or schedule, unless the context otherwise requires, is a reference to a clause ofor schedule to this Financial Guarantee.

1.3 Headings

Headings and sub-headings are for ease of reference only and will not affect the construction of thisFinancial Guarantee.

2. GUARANTEE

2.1 MBIA unconditionally and irrevocably guarantees to the Note Trustee for the benefit of the Holdersof the Guaranteed Obligations:

2.1.1 an amount equal to the Guaranteed Amounts which have become Due for Payment but areunpaid by reason of Non-payment; and

2.1.2 an amount equal to the Guaranteed Amounts which are Recovered Amounts.

2.2 This Financial Guarantee does not guarantee any prepayment or other acceleration payment whichat any time may become due in respect of any Guaranteed Obligation, other than at the sole optionof MBIA as specified in Clause 7 (Acceleration), nor against any risk other than Non-payment,including failure of the Note Trustee or any Paying Agent to make any payment due to Holders ofGuaranteed Amounts nor any amount in respect of any deduction or withholding which the Issuerhas made for or on account of Taxes in respect of the Guaranteed Obligations.

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3. PAYMENTS

3.1 Following Receipt by MBIA of the Notice of Demand from the Note Trustee in accordance withClause 8 (Notice of Demand) MBIA will make payments of the Guaranteed Amounts andRecovered Amounts specified in Clause 2.1 that have been properly claimed in such Notice ofDemand to the Note Trustee from its own funds by 11:00 a.m. (London time) on the later of:

3.1.1 the day which is four (4) Business Days following Receipt of a Notice of Demand inaccordance with Clause 8 (Notice of Demand); and

3.1.2 the day on which the Guaranteed Amounts are Due for Payment or, if that is not a BusinessDay, on the next succeeding Business Day.

3.2 Payments due under this Financial Guarantee will be satisfied by payment to the person specifiedin the relevant Notice of Demand in pounds Sterling by credit to a pounds Sterling account at a bankin London, England, as specified in the Notice of Demand and payment to such person willdischarge the obligations of MBIA under this Financial Guarantee to the extent of such payment,whether or not funds are properly applied by such person.

3.3 Once payment of any Guaranteed Amounts or Recovered Amounts have been made to the personspecified in the Notice of Demand, MBIA will have no further obligation in respect of suchGuaranteed Amounts or Recovered Amounts.

3.4 Nothing in this Financial Guarantee will oblige MBIA to make payments in respect of theGuaranteed Obligations:

3.4.1 earlier than any date on which such payments are Due for Payment; or

3.4.2 which would be greater than the Principal of such part of the Guaranteed Obligations (plusaccrued but unpaid interest).

4. SUBROGATION

MBIA will be fully and automatically subrogated to the Holders’ and the Note Trustee’s rights inrespect of the Guaranteed Obligations to the extent of any payments made by or on behalf of MBIAunder this Financial Guarantee.

5. WAIVER OF DEFENCES

5.1 The obligations of MBIA under this Financial Guarantee will continue and will not be terminableother than in accordance with Clause 14 (Termination) notwithstanding failure to receive paymentof the Financial Guarantee Fee or any other fee due in respect of this Financial Guarantee. TheFinancial Guarantee Fee is not refundable for any reason including payment, or provision beingmade for payment, prior to the maturity of the Guaranteed Notes.

5.2 Notwithstanding that this Financial Guarantee is a guarantee and not a contract of insurance,neither the obligations of MBIA contained in this Financial Guarantee nor the rights, powers andremedies conferred in respect of MBIA upon the Note Trustee by this Financial Guarantee or by lawshall be discharged, impaired or otherwise affected by:

5.2.1 the winding-up, dissolution, administration or reorganisation of the Issuer or any otherperson under any applicable law or any change in the status, function, control or ownershipof the Issuer or any other person;

5.2.2 any of the Guaranteed Obligations being or becoming invalid, unenforceable or ineffectivein any respect;

5.2.3 any time or other indulgence being granted or agreed to be granted to the Issuer in respectof any of the Guaranteed Obligations;

5.2.4 any amendment to, or any variation, waiver or release of, the Guaranteed Obligations;

5.2.5 any failure to realise or fully to realise the value of, or any release, discharge, exchange orsubstitution of, any security taken in respect of the Guaranteed Obligations;

5.2.6 any defence of fraud (but excluding fraud by the Note Trustee) or any defence based onmisrepresentation, breach of warranty or non-disclosure of information by any personwhether acquired directly, by assignment, by subrogation, or otherwise, to the extent suchrights and defences may be available to MBIA to avoid payment of its obligations under thisFinancial Guarantee; or

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5.2.7 any other act, event or omission (other than the failure to deliver a Notice of Demand inaccordance with Clause 8 (Notice of Demand) which, but for this Clause 5.2, might operateto discharge, impair or otherwise affect any of the obligations of MBIA contained in thisDeed or any of the rights, powers or remedies conferred upon the Note Trustee and theholders by the Conditions, the Trust Deed, the Financial Guarantee or by law.

5.3 No warranties are given and nothing in this Financial Guarantee is intended to constitute a warrantyor a condition precedent to payment under the Financial Guarantee other than Receipt of a Noticeof Demand in accordance with Clause 8 (Notice of Demand) below.

5.4 The provisions and waivers set out in Clauses 5.1 to 5.3 above will prevent MBIA from refusingpayment of any properly presented claim under this Financial Guarantee but will not, and nothingin this Financial Guarantee will be construed in any way to limit or otherwise affect MBIA’s right topursue recovery or claims (based on contractual or other rights, including such rights resulting fromthe Note Trustee’s or such other person’s fraud, negligence or breach of any agreement to whichit is a party) for reimbursement against any Person for any liabilities, losses, damages, costs andexpenses incurred by MBIA after MBIA has made payment in full on the relevant ScheduledPayment Date of the Guaranteed Obligations.

6. WITHHOLDING AND DEDUCTIONS

Payments of Guaranteed Amounts and Recovered Amounts by MBIA will be made withoutwithholding or deduction for, or on account of, any present or future Taxes, unless the withholdingor deduction for, or on account of, such Taxes is required by law or regulation or administrativepractice of any jurisdiction including, for the avoidance of doubt, any jurisdiction to which MBIA issubject or in or through which any payment is made by MBIA. If any such withholding or deductionis required, MBIA will pay the Guaranteed Amounts and Recovered Amounts net of suchwithholding or deduction and will account to the appropriate tax authority for the amount requiredto be withheld or deducted (the MBIA Additional Amounts).

7. ACCELERATION

7.1 At any time or from time to time following Acceleration, MBIA may decide, in its absolute discretion,to make a full or partial Accelerated Payment under this Financial Guarantee without the need forMBIA to have Received and irrespective of whether MBIA shall have Received a Notice of Demand.

7.2 Any Accelerated Payment will be communicated in writing by MBIA to the Note Trustee without theneed for Receipt of a Notice of Demand, and it will be made to the account specified by the NoteTrustee from time to time on not less than 10 Business Days’ notice. Any such AcceleratedPayment shall be considered a payment by MBIA under this Financial Guarantee for all purposes.

7.3 All payments of a partial Accelerated Payment by MBIA under this Financial Guarantee shall beapplied as follows:

7.3.1 to pay the Interest accrued but unpaid on the Principal of such part of the AcceleratedPayment; and

7.3.2 to reduce each amount of Principal on a pro rata basis, with a corresponding reduction ofeach amount of the Interest.

8. NOTICE OF DEMAND

8.1 Payments of Guaranteed Amounts will only be made after receipt of a validly completed Notice ofDemand signed by the Note Trustee.

8.2 Notices of Demand must be given by the Note Trustee and delivered by registered mail orpersonally to the address set out in the Notice of Demand, or such other address as MBIA maynotify in writing to the Note Trustee.

8.3 If any Notice of Demand is not in the proper form or is not properly completed, executed ordelivered, it will be deemed not to have been received by MBIA.

8.4 Any Notice of Demand in respect of a Recovered Amount will not be deemed properly completedunless, among other things, it is accompanied by:

8.4.1 a certified copy of the Order;

8.4.2 a certificate of the Note Trustee that the Order has been entered and is not subject to anystay and specifying the Guaranteed Amounts that are Recovered Amounts; and

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8.4.3 an assignment duly executed by the Note Trustee, irrevocably assigning to MBIA all rightsand claims of the Holder (subject to the provisions of the Trust Deed) relating to or arisingout of such Recovered Amounts against the estate of the Issuer or otherwise with respectto such Preference.

8.5 MBIA will promptly advise the Note Trustee if a Notice of Demand has not been properly completed,executed or delivered and the Note Trustee may submit an amended Notice of Demand to MBIA.

9. APPOINTMENT OF FISCAL AGENT

9.1 At any time during the term of this Financial Guarantee MBIA may appoint a fiscal agent (the FiscalAgent) by written notice to the Note Trustee at the notice address specified in the Trust Deedspecifying the name and notice address of the Fiscal Agent, which Fiscal Agent shall be situatedin London. From and after the date of receipt of such notice by the Note Trustee:

9.1.1 copies of all notices including the Notice of Demand and other documents required to bedelivered to MBIA pursuant to this Financial Guarantee must be simultaneously deliveredto the Fiscal Agent and to MBIA and will not be deemed to be received until they arereceived by both the Fiscal Agent and MBIA; and

9.1.2 all payments required to be made by MBIA under this Financial Guarantee will be madedirectly by MBIA or by the Fiscal Agent on behalf of MBIA, provided, however, that paymentby MBIA to the Fiscal Agent will not discharge MBIA’s obligations in respect of theGuaranteed Amounts. The Fiscal Agent is the agent of MBIA only and the Fiscal Agent willnot be liable to the Note Trustee or any Holder for any acts by MBIA or any failure by MBIAto deposit, or cause to be deposited, sufficient funds to make payments under this FinancialGuarantee.

10. ASSIGNMENT AND TRANSFER

The rights and obligations of MBIA under this Financial Guarantee may be assigned and/ortransferred (as the case may be) to any Affiliate of MBIA without the consent of the Beneficiary orthe Holders provided that:

10.1.1 at the time of transfer MBIA or such transferee delivers to the Note Trustee writtenconfirmation from any two rating agencies that, at the time of such transfer, the financialstrength of such transferee is rated at least equal to the financial strength of MBIA at thattime;

10.1.2 MBIA or such transferee delivers to the Note Trustee written notice of any such transfer andsuch transferee assumes the obligations of MBIA under the Financial Guarantee andaccedes to the relevant Transaction Documents whereupon, without further action, MBIAwill be released from its obligations under this Financial Guarantee; and

10.1.3 the location of the transferee does not result in any withholding or deduction for, or onaccount of, Tax or does not otherwise prevent payment being made or result in anydeduction being made in respect of any Guaranteed Amount.

11. REDENOMINATION

The obligations of MBIA under this Financial Guarantee will not be affected by any redenominationof the Guaranteed Obligations into euro pursuant to Condition 19 of the Notes save that, followingsuch redenomination, payments of Guaranteed Amounts hereunder shall be made in euro.

12. THIRD PARTY RIGHTS

Any rights which any person (other than MBIA as issuer of this Financial Guarantee and the NoteTrustee as beneficiary of this Financial Guarantee) may otherwise have to enforce any term orcondition of this Financial Guarantee pursuant to the Contracts (Rights of Third Parties) Act 1999are hereby expressly excluded.

13. ENTIRE AGREEMENT

This Financial Guarantee (including the Schedule hereto) constitutes the entire agreementbetween MBIA and the Note Trustee in relation to MBIA’s obligation to make payments to the NoteTrustee in respect of Guaranteed Amounts and Recovered Amounts and supersedes and replacesany previous agreement or understanding that may have existed between MBIA and the NoteTrustee in relation to such payments.

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14. TERMINATION

14.1 This Financial Guarantee will terminate on the date falling two years and one day after the earlierof:

14.1.1 the last Scheduled Payment Date; and

14.1.2 payment in full of the Guaranteed Obligations,

(such date being the Termination Date).

14.2 After the Termination Date, MBIA will cease to be liable in respect of any further demand made inrespect of the Guaranteed Obligations.

15. GOVERNING LAW AND JURISDICTION

15.1 Governing Law

This Financial Guarantee and all matters arising from or connected with it shall be governed by andconstrued in accordance with English law.

15.2 Jurisdiction

15.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising from orconnected with this Financial Guarantee (a Dispute), including a dispute regarding theexistence, validity or termination of this Financial Guarantee or the consequences of itsnullity.

15.2.2 The parties agree that the courts of England are the most appropriate and convenientcourts to settle any Dispute and, accordingly, that they will not argue to the contrary.

16. NO AMENDMENTS

This Deed may only be amended, modified or terminated in writing signed by each party to thisDeed.

IN WITNESS WHEREOF this Financial Guarantee has been executed and made effective as a deed byMBIA on the day and year first set out above.

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

Director

Director/Secretary

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ScheduleForm of Notice of Demand

MBIA UK Insurance Limited1 Great St Helen’s2nd FloorLondon EC3A 6HX

Telephone: 00 44 20 7920 6363

Fax: 00 44 20 7588 3393

Attention: The Director

The undersigned, a duly authorised officer of [●] (the Note Trustee), hereby certifies to MBIA UKInsurance Limited (MBIA), with reference to Financial Guarantee No. UK05001 (the FinancialGuarantee) issued by MBIA in respect of the payment obligations of Punch Taverns Finance B Limited(the Issuer) in respect of each amount of Principal and Interest owing by the Issuer and outstandingpursuant to the Issuer’s £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 and£250,000,000 Class A8 Secured Floating Rate Notes due June 2033, that:

1. The Note Trustee is the trustee under the Trust Deed for the Holders.

2. [The Note Trustee has been notified by the Principal Paying Agent that the deficiency in respect ofGuaranteed Amounts which are Due for Payment on [insert Scheduled Payment Date] will be[insert applicable amount] (the Shortfall)/Recovered Amounts recovered from the [Note Trustee/Holder] on [insert date] amount to [insert applicable amount] (the Shortfall)].

3. The Note Trustee is making a claim under the Financial Guarantee for the Shortfall to be appliedin or towards the payment of [Guaranteed Amounts which are Due for Payment/RecoveredAmounts]. No amount claimed hereunder is in excess of the amount properly payable by MBIAunder this Financial Guarantee.

4. The Note Trustee agrees that, following payment of funds by or on behalf of MBIA to the NoteTrustee (if applicable), it will procure that:

4.1 it holds such amounts on trust in favour of the Holders and will apply such amounts directlyto the payment of Guaranteed Amounts which are Due for Payment and which have not beenpaid by reason of Non-payment/Recovered Amounts;

4.2 such funds are not applied for any other purpose and any funds not needed for such purposewill be immediately returned to MBIA;

4.3 such funds are not co-mingled with other funds held by the Note Trustee; and

4.4 a record of payments with respect to each Guaranteed Obligation and the correspondingclaim on the Financial Guarantee and the proceeds thereof is maintained by the PrincipalPaying Agent in accordance with the terms of the Paying Agency Agreement.

5. Payment will be made in the Relevant Currency by credit to the designated Relevant Currencyaccount of the [insert payee] at [insert account details] with [insert bank details] in the PrincipalFinancial Centre.

The Note Trustee acknowledges that the Financial Guarantee and the Trust Deed provide that,effective upon payment by or on behalf of MBIA of the amount claimed hereunder, MBIA shall befully and automatically subrogated to the Holders’ and the Note Trustee’s rights to payment of theGuaranteed Obligations, to the fullest extent permitted by applicable law to the extent of suchpayment.

[Pursuant to Clause 8.4 of the Financial Guarantee, the following documents are attached:

5.1 certified copy of the Order;

5.2 the Note Trustee’s Certificate that the Order has been entered and is not subject to any stay;and

5.3 a duly executed assignment irrevocably assigning to MBIA all rights and claims of the Holder(subject to the provisions of the Trust Deed) relating to the Recovered Amounts.]

Unless the context otherwise requires, capitalised terms used in this Notice of Demand and not definedherein will have the meanings set out in the Second MBIA Financial Guarantee.

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This Notice of Demand will be revoked in whole or in part (as appropriate) by written notice by the NoteTrustee to MBIA at any time prior to 10:00 a.m. (London time) on the second Business Day prior to thedate specified above on which [Guaranteed Amounts are Due for Payment/Recovered Amounts are duefor payment] if and only to the extent that moneys are actually received in respect of all or part of theGuaranteed Obligations prior to such time from a source other than MBIA.

This Notice of Demand will be governed by and construed in accordance with English law.

IN WITNESS WHEREOF the Note Trustee has executed and delivered this Notice of Demand on the[insert date] day of [insert date].

[insert name of Note Trustee]

By:

Title:

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TERMS AND CONDITIONS OF THE NOTES

The following are the terms and conditions (the Conditions and any reference to a Condition shall beconstrued accordingly) of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8Notes, the Class B1 Notes, the Class B2 Notes and the Class C1 Notes which will apply from the FourthClosing Date, in the form (subject to amendment) in which they will be set out in the Trust Deed.

Pursuant to a trust deed (the Original Trust Deed and, together with the First Supplemental Trust Deed,the Second Supplemental Trust Deed, the Third Supplemental Trust Deed and the Fourth SupplementalTrust Deed (each as defined below), the Trust Deed, which expression includes such trust deed as fromtime to time modified in accordance with the provisions therein contained and any deed or otherdocument expressed to be supplemental thereto, as from time to time modified) dated 30 June 1999 (theFirst Closing Date) made between Punch Taverns Finance B Limited (formerly known as PubmasterFinance Limited) (the Issuer), Punch Taverns (PMH) Limited (formerly known as Pubmaster HoldingsLimited) (the Parent Guarantor) and Deutsche Bank International Trust Co. (Jersey) Limited (the NoteTrustee, which expression shall include its successors or any further or other trustee appointed pursuantto the Trust Deed (and in this respect, Deutsche Trustee Company Limited is the sole appointed trusteeas at the Fourth Closing Date) as trustee for the holders for the time being of the Notes (as definedbelow), the £80,000,000 Class A1 Secured Floating Rate Notes due 2009 (the Original Class A1Notes), the £20,000,000 Class A2 Secured Floating Rate Notes due 2011 (the Original Class A2Notes), the £150,000,000 7.369 per cent. Class A3 Secured Notes due 2022 (the Original Class A3Notes and, together with the Original Class A1 Notes and the Original Class A2 Notes, the OriginalClass A Notes) and the £55,000,000 8.44 per cent. Class B Secured Notes (the Original Class B1Notes and, together with the Original Class A Notes, the Original Notes) of the Issuer were constituted.

Pursuant to a supplemental trust deed (the First Supplemental Trust Deed) dated 17 February 2000(the Second Closing Date) between the Issuer, the Parent Guarantor and the Note Trustee, the£29,000,000 Class A1 Secured Floating Rate Notes due 2009 (the First Further Class A1 Notes and,together with the Original Class A1 Notes, the Class A1 Notes), the £6,500,000 Class A2 SecuredFloating Rate Notes due 2011 (the First Further Class A2 Notes and, together with the Original ClassA2 Notes, the Class A2 Notes), the £51,000,000 7.369 per cent. Class A3 Secured Notes due 2022 (theFirst Further Class A3 Notes and, together with the Original Class A3 Notes, the Class A3 Notes and,the First Further Class A3 Notes together with the First Further Class A1 Notes and the First FurtherClass A2 Notes, the First Further Class A Notes) and the £22,500,000 8.44 per cent. Class B SecuredNotes due 2025 (the First Further Class B1 Notes and, the First Further Class B1 Notes together withthe Original Class B1 Notes, the Class B1 Notes and, the First Further Class B1 Notes together with theFirst Further Class A Notes, the First Further Notes) of the Issuer were constituted.

Pursuant to a second supplemental trust deed (the Second Supplemental Trust Deed) dated 28November 2002 (the Third Closing Date) between the Issuer, the Parent Guarantor, the Note Trusteeand MBIA Assurance S.A., £70,000,000 Class A4 Secured Floating Rate Notes due June 2009 (theClass A4 Notes), £120,000,000 Class A5 Secured Floating Rate Notes due September 2016 (the ClassA5 Notes), £220,000,000 5.943 per cent. Class A6 Secured Notes due December 2024 (the Class A6Notes and, together with the Class A4 Notes and the Class A5 Notes, the First New Class A Notes) and£125,000,000 6.962 per cent. Class B2 Secured Notes due June 2028 (the Class B2 Notes and,together with the First New Class A Notes, the First New Notes) of the Issuer were constituted.

Pursuant to a third supplemental trust deed (theThird Supplemental Trust Deed) dated 3 February2003 between the Issuer, the Parent Guarantor, the Note Trustee and MBIA Assurance S.A. certainamendments were made to the Trust Deed.

Pursuant to a fourth supplemental trust deed (the Fourth Supplemental Trust Deed) dated the FourthClosing Date between the Issuer, the Parent Guarantor, the Note Trustee and MBIA UK InsuranceLimited (MBIA), £250,000,0004.767 per cent. Class A7 Secured Notes due June 2033 (the Class A7Notes), £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 (the Class A8 Notes) and£125,000,000 Class C1 Secured Floating Rate Notes due June 2035 (the Class C1 Notes and, togetherwith the Class A7 Notes and the Class A8 Notes, the Second New Notes) of the Issuer will beconstituted.

On the first Interest Payment Date (as defined below) following the Fourth Closing Date, the Issuerintends to redeem all Class A1 Notes, Class A2 Notes, Class A4 Notes and Class A5 Notes (the ExistingFloating Rate Notes). These Conditions do not therefore refer to the Existing Floating Rate Notes. TheClass A3 Notes and the Class A6 Notes are together the Existing Class A Notes and together with the

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Class B Notes are the Existing Fixed Rate Notes. The Existing Class A Notes and the Second NewClass A Notes are together the Class A Notes. The Class A Notes, the Class B Notes and the Class CNotes are together the Notes. The expressions Class A3 Notes, Class A6 Notes, Class A7 Notes,Class A8 Notes, Class B1 Notes, Class B2 Notes, Class C1 Notes and Notes shall in theseConditions, unless the context otherwise requires, include any further notes issued pursuant toCondition 16(a) and forming a single class with the Class A3 Notes, the Class A6 Notes, the Class A7Notes, the Class A8 Notes, the Class B1 Notes, the Class B2 Notes and/or the Class C1 Notes, asapplicable.

Any reference below to a class of Notes or of Noteholders shall be a reference to the Class A Notes, theClass B Notes or the Class C Notes or to a particular sub-class thereof, as the case may be, or to therespective holders thereof.

MBIA will on the Fourth Closing Date issue a financial guarantee (the Second MBIA FinancialGuarantee) in respect of the Class A7 Notes and the Class A8 Notes pursuant to and in accordance withthe terms of a Second Guarantee and Reimbursement Agreement (the Second Guarantee andReimbursement Agreement) dated the Fourth Closing Date and made between, inter alios, the Issuer,the Parent Guarantor, the Borrower, the Obligors, the Note Trustee and MBIA.

Payments of principal of, and interest on, the Notes are irrevocably and unconditionally guaranteed bythe Parent Guarantor pursuant to a guarantee (the Parent Guarantee) contained in the Trust Deed andthe Parent Guarantor has also granted security in favour of the PG Security Trustee in support thereofpursuant to a deed of charge made on 5 July 1999 between the Parent Guarantor, the PG SecurityTrustee and the Note Trustee (the Original Parent Guarantor Deed of Charge), as supplemented bya supplemental deed of charge dated 17 February 2000 between the same parties (the FirstSupplemental Parent Guarantor Deed of Charge), by a further supplemental deed of charge dated28 November 2002 between the same parties and MBIA Assurance S.A. (the Second SupplementalParent Guarantor Deed of Charge) and by a further supplemental deed of charge dated the FourthClosing Date between the same parties and MBIA (the Third Supplemental Parent Guarantor Deedof Charge and, together with the Original Parent Guarantor Deed of Charge, the First SupplementalParent Guarantor Deed of Charge and the Second Supplemental Parent Guarantor Deed of Charge, theParent Guarantor Deed of Charge).

Security for the Notes is created pursuant to, and on the terms set out in, a deed of charge dated 30 June1999 and made between, inter alios, the Issuer, the Note Trustee and Deutsche Trustee CompanyLimited (formerly known as Bankers Trustee Company Limited) (the Issuer Security Trustee, whichexpression includes its successors or any further or other security trustee under the Issuer Deed ofCharge) (the Original Issuer Deed of Charge), as supplemented by a supplemental deed of chargedated 5 July 1999 (the First Supplemental Issuer Deed of Charge), a second supplemental deed ofcharge dated 23 December 1999 (the Second Supplemental Issuer Deed of Charge), a thirdsupplemental deed of charge dated 17 February 2000 (the Third Supplemental Issuer Deed ofCharge), a fourth supplemental deed of charge dated 21 November 2002 (the Fourth SupplementalIssuer Deed of Charge), a fifth supplemental deed of charge dated 28 November 2002 (the FifthSupplemental Issuer Deed of Charge), a sixth supplemental deed of charge dated 17 June 2005 (theSixth Supplemental Issuer Deed of Charge), a seventh supplemental deed of charge dated 9 May2005 (the Seventh Supplemental Issuer Deed of Charge) and an eighth supplemental deed of chargeto be dated the Fourth Closing Date (the Eighth Supplemental Issuer Deed of Charge and, togetherwith the Original Issuer Deed of Charge, the First Supplemental Issuer Deed of Charge, the SecondSupplemental Issuer Deed of Charge, the Third Supplemental Issuer Deed of Charge, the FourthSupplemental Issuer Deed of Charge, the Fifth Supplemental Issuer Deed of Charge, the SixthSupplemental Issuer Deed of Charge and the Seventh Supplemental Issuer Deed of Charge, the IssuerDeed of Charge, which expression includes such deed of charge as from time to time modified inaccordance with the provisions therein contained and any deed or other document expressed to besupplemental thereto, as from time to time so modified).

By an agency agreement dated the First Closing Date and made between the Issuer, the Note Trustee,Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company, New York) as theRegistrar (whose address is 280 Park Avenue, 6 East, NYC 03-0604, New York, NY 10017, USA), theExisting Principal Paying Agent and Deutsche Bank Luxembourg S.A. (formerly known as Bankers TrustLuxembourg S.A.) (the Luxembourg Paying Agent and, together with the Existing Principal PayingAgent, the First New Principal Paying Agent, the Second New Principal Paying Agent, the Irish PayingAgent and such additional paying agents, if any appointed from time to time in respect of the Notes, the

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Paying Agents) and Deutsche Bank Trust Company Americas (formerly known as Bankers TrustCompany, London) as agent bank (the Existing Notes Agent Bank and, together with the PayingAgents, the Existing Agents) (the Original Agency Agreement), as supplemented by a supplementalagency agreement dated the Second Closing Date between the same parties (the First SupplementalAgency Agreement and, together with the Original Agency Agreement, the Existing Notes AgencyAgreement which expression includes such agency agreement as from time to time modified inaccordance with the provisions therein contained and any agreement or other document expressed tobe supplemental thereto, as from time to time so modified) provision is made for, inter alia, the paymentof principal and interest in respect of the Existing Notes of each class. By an agency agreement datedthe Third Closing Date and made between the Issuer, the Note Trustee, Deutsche Bank AG London (theFirst New Notes Principal Paying Agent and the First New Notes Agent Bank) and the LuxembourgPaying Agent (the First New Notes Agency Agreement, which expression includes such agencyagreement as from time to time modified in accordance with the provisions therein contained and anyagreement or other document expressed to be supplemental thereto, as from time to time so modified)provision is made for, inter alia, the payment of principal and interest in respect of the First New Notesof each class. By an agency agreement dated the Fourth Closing Date and made between the Issuer,the Note Trustee, Deutsche Bank AG London (the Second New Notes Principal Paying Agent and theSecond New Notes Agent Bank and, together with the Existing Agent Bank and the First New NotesAgent Bank, the Agent Banks) and the Irish Paying Agent (the Second New Notes AgencyAgreement, which expression includes such agency agreement as from time to time modified inaccordance with the provisions therein contained and any agreement or other document expressed tobe supplemental thereto, as from time to time so modified) provision is made for, inter alia, the paymentof principal and interest in respect of the Second New Notes of each class. The statements in theseConditions include summaries of, and are subject to, the detailed provisions of the Second MBIAFinancial Guarantee, the Trust Deed, the Existing Notes Agency Agreement, the First New Notes AgencyAgreement, the Second New Notes Agency Agreement, the Issuer Deed of Charge and the ParentGuarantor Deed of Charge.

Copies of the Original Trust Deed, the First Supplemental Trust Deed, the Second Supplemental TrustDeed, the Third Supplemental Trust Deed, the Fourth Supplemental Trust Deed, the Original AgencyAgreement, the First Supplemental Agency Agreement, the First New Notes Agency Agreement, theSecond New Notes Agency Agreement, the Original Parent Guarantor Deed of Charge, the FirstSupplemental Parent Guarantor Deed of Charge, the Second Supplemental Parent Guarantor Deed ofCharge, the Third Supplemental Parent Guarantor Deed of Charge, the amended and restated masterdefinitions and construction schedule dated the Fourth Closing Date (the Master Definitions andConstruction Schedule), the Second MBIA Financial Guarantee are available for inspection duringnormal business hours at the offices of the Irish Paying Agent (for so long as any of the Notes are listedon the Irish Stock Exchange), being at the date hereof at 5 Harbourmaster Place, IFSC, Dublin 1, Irelandand the Luxembourg Paying Agent (for so long as any of the Notes are listed on the Luxembourg StockExchange), being at the date hereof at Boulevard Konrad Adenauer, LO1115, Luxembourg.

1. Form, Denomination and Title

The principal amount outstanding in respect of each class of the Original Notes initially offered and soldoutside the United States to non-U.S. persons pursuant to Regulation S under the U.S. Securities Act1933 (the Securities Act) (the Original Reg S Notes) was represented by a global note in bearer form(together with the certificated depositary interest (CDI) issued with respect thereto, an Original Reg SGlobal Note).

The principal amount outstanding in respect of each class of the First Further Notes (together with theOriginal Reg S Notes, the Existing Reg S Notes) initially offered and sold was represented by atemporary global note (together with the CDI issued with respect thereto, a Further Temporary Reg SGlobal Note) in bearer form, which, together with the Original Reg S Global Note of the same class, wasexchangeable not earlier than the first Interest Payment Date, being 30 March 2000 (the Further NotesExchange Date), for a new permanent global note (together with the CDI issued with respect thereto,a Further Reg S Global Note and, together with the Original Reg S Global Note, the Existing Reg SGlobal Notes), also in bearer form. Each such CDI issued with respect to the Existing Reg S GlobalNotes is without coupons attached and represents the aggregate principal amount of the outstandingExisting Reg S Notes of the relevant class.

The principal amount outstanding in respect of each class of the Original Notes initially offered and soldwithin the United States to qualified institutional buyers (as defined in Rule 144A under the Securities

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Act), in reliance on Rule 144A under the Securities Act (the Original Rule 144A Notes), was representedby a global note in bearer form (together with the CDI issued with respect thereto, an Original Rule 144AGlobal Note), which in each case is without coupons attached and represents the aggregate principalamount of the outstanding Original Notes of the relevant class. On the Further Notes Exchange Date,each Original Rule 144A Global Note was exchanged for a new global note in bearer form (the New Rule144A Global Notes) which in each case is without coupons attached and which represents theaggregate principal amount outstanding of the Original Notes and the First Further Notes.

The principal amount outstanding in respect of each class of First New Notes initially offered and soldwas represented by a temporary global note for each relevant class (each a First New Temporary RegS Global Note) in bearer form, which was exchangeable on a date not earlier than the first InterestPayment Date following the expiry of the fortieth day after the later of commencement of the offering ofthe First New Notes and the Third Closing Date (the Restricted Period) for a new permanent global note(a First New Reg S Global Note) also in bearer form.

The principal amount outstanding in respect of each class of Second New Notes initially offered and soldwill be represented by a temporary global note for each relevant class (each a Second New TemporaryReg S Global Note) in bearer form, which will be exchangeable on a date (the Second New NotesExchange Date) not earlier than the fortieth day after the later of commencement of the offering of theSecond New Notes and the Fourth Closing Date for a new permanent global note (a Second New RegS Global Notes), also in bearer form. The term Reg S Global Notes, from the Fourth Closing Date untilthe Second New Notes Exchange Date, shall mean the Existing Reg S Global Notes, the First New RegS Global Notes and the Second New Temporary Reg S Global Notes, and, after such date, shall meanthe Existing Reg S Global Notes, the First New Reg S Global Notes and the Second New Reg S GlobalNotes.

The term Global Notes shall mean the Reg S Global Notes and the New Rule 144A Global Notes.

If Notes in definitive form are issued pursuant to Condition 13, definitive notes in an aggregate principalamount equal to the Principal Amount Outstanding (as defined in Condition 5) of each class of therelevant Reg S Global Note (the Reg S Definitive Notes) and New Rule 144A Global Note (the Rule144A Definitive Notes and, together with the Reg S Definitive Notes, the Definitive Notes) will beissued (in respect of the Existing Reg S Global Notes and the New Rule 144A Global Notes) in registeredform (Definitive Registered Notes) and (in the case of the First New Reg S Global Notes and theSecond New Reg S Global Notes) in bearer form (Definitive Bearer Notes) and in each case seriallynumbered.

Title to the Global Notes and Definitive Bearer Notes shall pass by delivery. Title to the DefinitiveRegistered Notes will pass by transfer and registration as described below.

A Reg S Definitive Note in relation to the Existing Fixed Rate Notes (the Reg S Existing Fixed RateDefinitive Notes) will have an original principal amount of £1,000 and a Rule 144A Definitive Note willhave an original principal amount of £50,000 or, in each case, any integral multiple thereof and will beserially numbered. Such Definitive Notes may be transferred in whole or in part (provided that any partialtransfer relates to a Definitive Note in the principal amount of £1,000 in the case of Reg S Existing FixedRate Definitive Notes and £50,000 in the case of Rule 144A Definitive Notes or any integral multiplethereof) and (in the case of Definitive Registered Notes) upon the surrender of the relevant DefinitiveNote, with the form of transfer endorsed on it duly completed and executed, at the Luxembourg office (ifthe relevant Notes are then listed on the Luxembourg Stock Exchange) or Ireland office (if the relevantNotes are then listed on the Irish Stock Exchange) of the Registrar.

A Reg S Definitive Note in relation to the Second New Notes (Reg S Second New Definitive Notes) willhave an original principal amount of £50,000 or any integral multiple thereof or as described below anamount in excess of £50,000 but less than £100,000 (in increments of £1,000) and will be seriallynumbered. Such Definitive Notes may be transferred in whole or in part (provided that any partial transferrelates to a Definitive Note in the principal amount of £50,000 or any integral multiple thereof). Where atthe time the Reg S Second New Definitive Notes are to be issued, a Noteholder holds Second NewNotes which at issue would have had (if they were issued in definitive form) an original principal amountin excess of £50,000 but less than £100,000 (the amount by which such principal amount exceeds£50,000 being the Excess Amount), each Noteholder will be entitled to receive a Reg S Second NewDefinitive Note each in a denomination of £50,000 (indorsed to reflect the aggregate of all amounts ofNote Principal Payments that have been paid before the issue of the Reg S Second New Definitive Note)with the exception of such Noteholder, who will be entitled to receive one Reg S Second New Definitive

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Note which shall have a denomination of £50,000 plus the Excess Amount (indorsed to reflect theaggregate of all amounts of Note Principal Payments that have been paid before the issue of the RegS Second New Definitive Note). If Definitive Notes are issued the Note Trustee will make suchamendments to these terms and conditions as are necessary to give effect thereto.

In the case of a transfer of part only of a Definitive Registered Note, a new Definitive Registered Notein respect of the balance not transferred will be issued to the transferor. All transfers of DefinitiveRegistered Notes are subject to any restrictions on transfer set forth on such Definitive Registered Notesand the detailed regulations concerning transfers scheduled to the Existing Notes Agency Agreement,the First New Notes Agency Agreement and the Second New Notes Agency Agreement. The Issuer willappoint a Transfer Agent with a specified office in Luxembourg (if the relevant Notes are then listed onthe Luxembourg Stock Exchange) or Ireland (if the relevant Notes are then listed on the Irish StockExchange) if Definitive Registered Notes are issued.

The holder of any Note may (to the fullest extent permitted by applicable law) be deemed and treated atall times, by all persons and for all purposes (including the making of any payments), as the absoluteowner of such Note, regardless of any notice of ownership, theft or loss, of any trust or other interesttherein or of any writing thereon (other than, in the case of Definitive Registered Notes, a duly executedtransfer thereof in the form endorsed thereon). In these Conditions, Noteholder and holder mean thebearer of any Global Notes or Definitive Bearer Notes or the person in whose name a DefinitiveRegistered Note is registered, as the case may be.

The Issuer will cause to be kept at the specified office of the Registrar a register (the Register) on whichshall be entered the names and addresses of the holders of Definitive Registered Notes and theparticulars of the Definitive Registered Notes held by them and all of the transfers and redemptions ofDefinitive Registered Notes. No transfer of a Definitive Registered Note will be valid unless and untilentered on the Register.

Transfers and exchanges of beneficial interests in the Rule 144A Global Notes of the same class will beeffected subject to and in accordance with the detailed provisions of the Depositary Agreement. Alltransfers of Definitive Registered Notes and entries on the Register in the case of any DefinitiveRegistered Notes will be made subject to any restrictions on transfers set forth on such DefinitiveRegistered Notes and the detailed regulations concerning transfers scheduled to the Existing NotesAgency Agreement. The regulations may be changed by the Issuer with the prior written approval of theRegistrar and the Note Trustee. A copy of the current regulations will be sent by the Registrar to anyholder of a Definitive Registered Note who so requests.

A Definitive Registered Note may be transferred in whole or in part upon the surrender of the relevantDefinitive Registered Note, together with the form of transfer endorsed on it duly completed andexecuted, at the Luxembourg office of the Registrar (for so long as any of the Notes are listed on theLuxembourg Stock Exchange) and the Ireland office of the Registrar (for so long as any of the Notes arelisted on the Irish Stock Exchange). In the case of a transfer of part only of a Definitive Registered Note,a new Definitive Registered Note in respect of the balance remaining will be issued to the transferor.

Each new Definitive Note to be issued upon transfer of Definitive Registered Notes will, within fiveBusiness Days of receipt of such request for transfer, be available for delivery at the specified office ofthe Registrar stipulated in the request for transfer, or be mailed at the risk of the holder entitled to theDefinitive Registered Note to such address as may be specified in such request.

Registration of Definitive Registered Notes on transfer will be effected without charge by or on behalf ofthe Issuer or the Registrar, but upon payment of (or the giving of such indemnity as the Registrar mayrequire in respect of) any tax or other governmental charges which may be imposed in relation to it.

No holder of a Definitive Registered Note may require the transfer of such Definitive Registered Note tobe registered during the period of 15 days ending on the due date for any payment of principal or intereston such Note.

(b) Redenomination

Following redenomination of the Notes pursuant to Condition 19:

(a) if Notes are required to be issued in definitive form, they shall be issued at the expense of theIssuer in denominations of euro 50,000, euro 100,000 and such other denominations as theNote Trustee shall determine and notify to the Noteholders; and

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(b) the amount of interest due in respect of Notes represented by the Global Notes of each classwill be calculated by reference to the aggregate principal amount of such Notes and theamount of such payment shall be rounded down to the nearest euro 0.01,

and, for the purpose of this paragraph, ‘‘euro’’ means the single currency introduced at the start ofthe third stage of European Economic and Monetary Union pursuant to the Treaty establishing theEuropean Community, as amended.

2. Status, Priority and Security

(a) The Notes constitute direct, secured, unconditional and unsubordinated obligations of the Issuerand are secured over the assets of the Issuer pursuant to and as more fully described in the IssuerDeed of Charge (the Issuer Security and the assets of the Issuer subject to the Issuer Securitybeing the Issuer Charged Property). Although the Class B Notes and the Class C Notes aresecured by the Issuer Security, the Class A Notes (excluding any Class A8 Step-Up Amounts) andcertain other obligations of the Issuer will rank in point of security in priority to the Class B Notesand the Class C Notes in the event of the Issuer Security being enforced. In particular, the ClassB Notes and the Class C Notes are subordinated to, amongst other things, payment of principal ofand interest on the Liquidity Facility Agreement and the Class A Notes (excluding any Class A8Step-Up Amounts) in accordance with the provisions of Condition 17 and the provisions of theIssuer Deed of Charge. The Class B Notes will rank in point of security in priority to the Class CNotes in the event of the Issuer Security being enforced.

Each of the Class A Notes rank pari passu without preference or priority amongst themselves(excluding any Class A8 Step-Up Amounts). Each of the Class B Notes rank pari passu withoutpreference or priority amongst themselves. The Class C Notes rank pari passu without preferenceor priority among themselves (excluding any Class C1 Step-Up Amounts). The rights of the holdersof the Class A Notes, the Class B Notes and the Class C Notes in respect of payment of interestand principal are set out in Conditions 4, 5 and 17.

The Class A7 Notes and the Class A8 Notes have the benefit of the Second MBIA FinancialGuarantee (which has been issued pursuant to the Second Guarantee and ReimbursementAgreement) under which MBIA has unconditionally and irrevocably agreed to pay to theClass A7 Noteholders and the Class A8 Noteholders, subject to the next paragraph andsubject to the terms of the Second MBIA Financial Guarantee, all sums due and payable butunpaid by the Issuer in respect of certain payments of Scheduled Interest on and ScheduledPrincipal (each as defined in the Second MBIA Financial Guarantee) of the Class A7 Notesand the Class A8 Notes, all as more particularly described in the Second MBIA FinancialGuarantee.

The Second MBIA Financial Guarantee provided by MBIA in respect of the Class A7 Notes and theClass A8 Notes constitutes a direct, unsecured obligation of MBIA which will rank at least pari passuwith all other unsecured obligations of MBIA.

(b) (i) The Trust Deed contains provisions requiring the Note Trustee to have regard to the interestsof the holders of the Class A Notes, the Class B Notes and the Class C Notes as regards allpowers, trusts, authorities, duties and discretions of the Note Trustee (except where expresslyprovided 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 ANoteholders if, in the Note Trustee’s opinion, there is a conflict between the interests of theClass A Noteholders and the interests of the Class B Noteholders and/or the Class CNoteholders and then to have regard only to (for so long as there are any Class B Notesoutstanding) the interests of the Class B Noteholders if, in the Note Trustee’s opinion, thereis a conflict between the interests of the Class B Noteholders and the Class C Noteholdersand then to have regard only (for so long as there are any Class C Notes outstanding) theinterests of the Class C Noteholders.

(ii) The Issuer Deed of Charge contains provisions requiring the Issuer Security Trustee to haveregard to the interests of the secured creditors of the Issuer pursuant to the Issuer Deed ofCharge (together the Issuer Secured Creditors) as regards all powers, trusts, authorities,duties and discretions of the Issuer Security Trustee (except where expressly providedotherwise), but requiring the Issuer Security Trustee in any such case to have regard only(except where specifically provided otherwise) to:

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(A) (for so long as there are any Class A Notes outstanding) the interests of the Class ANoteholders if, in the Issuer Security Trustee’s opinion, there is a conflict between theinterests of:

(x) the Class A Noteholders; and

(y) any other Issuer Secured Creditors (or any combination of them);

(B) (for so long as there are any Class B Notes outstanding) the interests of the Class BNoteholders if, in the Issuer Security Trustee’s opinion, there is a conflict between theinterests of:

(x) the Class B Noteholders; and

(y) the other Issuer Secured Creditors (or any combination of them) (other than theClass A Noteholders and subject as provided in sub-paragraph (A) above); and

(C) for so long as there are any Class C Notes outstanding) the interests of the Class CNoteholders if, in the Issuer Security Trustee’s opinion, there is a conflict of interests of:

(x) the Class C Noteholders; and

(y) the other Issuer Secured Creditors (or any combination of them) (other than theClass A Noteholders and/or the Class B Noteholders and subject as provided insub-paragraphs (A) and (B) above);

(D) thereafter, to the person appearing highest in the order of priority of payments to whomany amounts are owed under the Issuer Deed of Charge.

(c) All classes of Notes are subject to the provisions of the Transaction Documents.

(d) Notwithstanding anything to the contrary contained in these Conditions, provided no MBIA Event ofDefault has occurred and is continuing, and except in respect of Noteholder Reserved Matters,MBIA shall have the right to request or direct the Note Trustee in accordance with Condition 9, and/or to request or direct the Note Trustee or the Issuer Security Trustee in accordance with Condition10, as if it were the holder of all of the aggregate Principal Amount Outstanding of such Class A7Notes and Class A8 Notes.

(e) Each of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the otherIssuer Secured Creditors will share in the benefit of the security created by the Issuer Deed ofCharge upon and subject to the terms thereof.

(f) The Guarantee constitutes a direct, secured, unconditional and unsubordinated obligation of theParent Guarantor in favour of the Note Trustee on behalf of the Noteholders and the ParentGuarantor Secured Creditors and is secured over the assets of the Parent Guarantor pursuant toand as more fully described in the Parent Guarantor Deed of Charge (the Parent GuarantorSecurity, and the assets of the Parent Guarantor subject to the Parent Guarantor Security beingthe Parent Guarantor Charged Property, and the Issuer Charged Property and the ParentGuarantor Charged Property together, the Charged Property).

(g) In exercising its rights, powers, trusts, authorities, duties and discretions in accordance with thisCondition, the Issuer Security Trustee and/or the Note Trustee (as the case may be) shall disregardany Step-Up Amounts for the purposes of determining whether there are any Notes of a particularclass outstanding and, in respect of the interests of the Class A7 Noteholders and the Class A8Noteholders, shall disregard the existence of the Second MBIA Financial Guarantee.

3. Covenants

Save with the prior written consent of the Note Trustee and MBIA (provided no MBIA Termination Eventand no MBIA Event of Default has occurred and is continuing) or as provided in or envisaged by any ofthe Transaction Documents and the Conditions, the Issuer and the Parent Guarantor shall not, so longas any Note remains outstanding:

(a) Negative Pledge

create or permit to subsist any Encumbrance (unless arising by operation of law) or other securityinterest whatsoever over any of its assets or use, invest, sell or otherwise dispose of any part of itsassets (including any uncalled capital) or its undertaking, present or future, or the relevant ChargedProperty;

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(b) Restrictions on activities

(i) engage in any activity whatsoever which is not incidental to or necessary in connection withany of the activities which the Transaction Documents provide or envisage that the Issuer orthe Parent Guarantor, as the case may be, will engage; or

(ii) have any subsidiary, any subsidiary undertaking (as defined in the Companies Act 1985) orany employees or premises (other than, in the case of the Parent Guarantor, the subsidiariesof the Parent Guarantor on the Fourth Closing Date);

(c) Disposal of assets

transfer, sell, lend, part with or otherwise dispose of, or deal with, or grant any option or present orfuture right to acquire any of its assets or undertakings or any interest, estate, right, title or benefittherein;

(d) Dividends or distributions

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

(e) Borrowings

incur any indebtedness in respect of borrowed money whatsoever or give any guarantee in respectof indebtedness or of any obligation of any person except as contemplated by the TransactionDocuments;

(f) Merger

consolidate or merge with any other person or convey or transfer its properties or assetssubstantially as an entirety to any other person;

(g) No variation or waiver

permit the validity or effectiveness of any of the Transaction Documents to which it is a party, or thepriority of the security interests created thereby, to be amended, terminated or discharged, orconsent to any variation of, or exercise any powers of consent or waiver pursuant to the terms of,the Trust Deed, these Conditions, the Issuer Deed of Charge or any of the other TransactionDocuments to which it is a party, or permit any part of any of the Transaction Documents to whichit is a party, or the relevant Charged Property or any other person whose obligations form part ofthe relevant Charged Property, to be released from such obligations, or dispose of the relevantCharged Property, save as envisaged in the Transaction Documents to which it is a party;

(h) VAT

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

(i) Bank accounts

have an interest in any bank account other than, in respect of the Issuer, the Issuer TransactionAccount, the Issuer Cash Collateralisation Account, the Liquidity Facility Reserve Account and aprefunding account and any other account where it has an interest pursuant to the Punch TavernsB Deed of Charge, unless such account or interest therein is charged to the Issuer Security Trusteeon terms acceptable to it; and

(j) Surrender of group relief

offer to surrender to any company any amounts which are available for surrender by way of grouprelief within Chapter IV of Part X of the Income and Corporation Taxes Act 1988 except for fullpayment at the applicable rate of corporation tax applied to the surrendered amount.

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In giving any consent to the foregoing, the Issuer Security Trustee may require the Issuer and the ParentGuarantor to make such modifications or additions to the provisions of any of the Transaction Documentsor may impose such other conditions or requirements as the Issuer Security Trustee may reasonablydeem expedient (in its absolute discretion) in the interests of the Issuer Secured Creditors, provided thatsuch modifications or additions do not cause any downgrade in the then current rating of any class of theNotes or the then current Underlying Rating of any class of the Class A7 Notes or the Class A8 Notesby the Rating Agencies then rating the Notes.

The Issuer and Parent Guarantor shall at all material times maintain the Existing Principal Paying Agentand any other Paying Agents outside the United Kingdom.

4. Interest

(a) Period of Accrual

The Original Notes bear interest on their Principal Amount Outstanding (as defined in Condition5(f)) from (and including) the First Closing Date. The First Further Notes bear interest on theirPrincipal Amount Outstanding (as defined in Condition 5(f)) from (and including) 30 December1999. The First New Notes bear interest on their Principal Amount Outstanding (as defined inCondition 5(f)) from (and including) the Third Closing Date. The Second New Notes bear intereston their Principal Amount Outstanding (as defined in Condition 5(f)) from (and including) theFourth Closing Date. Each Note (or, in the case of the redemption of part only of a Note, that partonly of such Note) shall cease to bear interest from its due date for redemption unless paymentupon due presentation in respect of a Global Note of the relevant amount of principal or any partthereof is improperly withheld or refused. In such event, interest will continue to accrue thereon(before and after any judgment) at the rate applicable to such Note up to (but excluding) the dateon which, on presentation of such in respect of a Global Note, payment in full of the relevant amountof principal is made or (if earlier) the seventh day after notice is duly given by the Paying Agent orthe Registrar to the holder thereof (in accordance with Condition 15) that upon presentationthereof in respect of a Global Note, such payment will be made, provided that, upon suchpresentation in respect of a Global Note, payment is in fact made.

Whenever it is necessary to compute an amount of interest in respect of any Note for any period(including any Interest Period (as defined below)), such interest shall be calculated:

(i) in the case of the Class A8 Notes and the Class C1 Notes, on the basis of actual days elapsedand a 365 day year (or if any portion of such Interest Period falls in a leap year, the sum of:

(A) the actual number of days in that portion divided by 366; and

(B) the actual number of days in the remainder of such Interest Period divided by 365); and

(ii) in the case of the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1Notes and the Class B2 Notes, on the basis of months of 30 days duration and a 360 day year.

(b) Interest Payment Dates and Interest Periods

Subject to Condition 17 in the case of the Class B Notes and the Class C Notes, interest on theNotes is payable quarterly in arrear on 30 March, 30 June, 30 September and 30 December in eachyear (or, if such day is not a Business Day, the next succeeding Business Day unless suchBusiness Day falls in the next succeeding calendar month, in which event the immediatelypreceding Business Day) (each an Interest Payment Date) in respect of the Interest Period (asdefined below) ending immediately prior thereto (or, as applicable, immediately subsequentthereto). In respect of the Original Notes, the first such payment was due on 30 September 1999in respect of the first Interest Period commencing on (and including) the First Closing Date andending on (but excluding) 30 September 1999. In respect of the First Further Notes, the first suchpayment was due on 30 March 2000 in respect of the first Interest Period commencing on (andincluding) 30 December 1999 and ending on (but excluding) 30 March 2000. In respect of the FirstNew Notes, the first such payment was due on 31 March 2003, in respect of the first Interest Periodcommencing on (and including) the Third Closing Date. In respect of the Second New Notes, thefirst such payment is due on 30 September 2005, in respect of the first Interest Period commencingon (and including) the Fourth Closing Date.

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In these Conditions:

Interest Period shall mean:

(i) in the case of the Class A8 Notes and the Class C1 Notes, the period from (and including) anInterest Payment Date (or, in respect of payment of the first Interest Amount (as defined inCondition 4(f) below), the Fourth Closing Date) to (but excluding) the next following InterestPayment Date;

(ii) in the case of the Original Class A3 Notes and the Original Class B1 Notes, the period from(and including) the First Closing Date to (and including) 29 September 1999 and, thereafter,the period from (and including) 30 March, 30 June, 30 September and 30 December, in eachyear to (and including) the following 29 June, 29 September, 29 December and 29 Marchrespectively, in the case of the Further Class A3 Notes and the Further Class B1 Notes, theperiod from (and including) 30 December 1999 to (and including) 29 March 2000 and,thereafter, the period from (and including) 30 June, 30 September, 30 December and 30March in each year to (and including) the following 29 September, 29 December, 29 Marchand 29 June respectively, and, in the case of the Class A6 Notes and the Class B2 Notes, theperiod from (and including) the Third Closing Date to (and including) 29 March 2003 andthereafter the period from 30 March, 30 June, 30 September and 30 December in each yearto (and including) the following 29 June, 29 September, 29 December and 29 Marchrespectively and, in the case of the Class A7 Notes, the period from (and including) the FourthClosing Date to (and including) 29 September 2005 and thereafter the period from 30 March,30 June, 30 September and 30 December in each year to (and including) the following 29June, 29 September, 29 December and 29 March respectively.

Business Day means, for the purposes of this Condition 4:

(i) in relation to any day falling prior to the EMU Commencement Date (as defined below), a dayon which commercial banks and foreign exchange markets settle payments in London, NewYork, Ireland and Luxembourg; and

(ii) in relation to any day falling on or after the EMU Commencement Date, a day on which theTARGET system is operating.

(c) Rate of interest on the Class A8 Notes and the Class C1 Notes

The rate of interest payable from time to time in respect of the Class A8 Notes and the Class C1Notes (each an FRN Rate of Interest) will be determined by the relevant Agent Bank on eachInterest Payment Date in respect of the Interest Period commencing on that date (save in respectof the first Interest Period for the Class A8 Notes and the Class C1 Notes which will commence onthe Fourth Closing Date, where the FRN Rate of Interest will be calculated on the basis of the linearinterpolation of the 1 month and 2 month sterling deposits plus the Applicable Margin (each anInterest Determination Date)).

The FRN Rate of Interest for each Interest Period beginning on the Interest Determination Date(other than the first Interest Period) shall be the aggregate of:

(i) (A) the Applicable Margin (as defined in Condition 4(d)) up to (but excluding) the InterestPayment Date falling in June 2015; and

(B) thereafter, until the Class A8 Notes or the Class C1 Notes (as the case may be) havebeen redeemed in full, the Applicable Margin plus the Step-Up Margin (as defined inCondition 4(d)); and

(ii) (A) the quote for three month sterling deposits (or three month deposits for such othercurrency or currency unit as may replace sterling as the lawful currency of the UnitedKingdom) in the London inter-bank market which appear on Telerate Screen Page No.3750 (the Screen Rate) (rounded to four decimal places with the mid-point rounded up)calculated on the basis of the number of days in such Interest Period and the ScreenRate or (i) such other page as may replace Telerate Screen Page No. 3750 on thatservice for the purpose of displaying such information or (ii) if that service ceases todisplay such information, such page as displays such information on such equivalentservice (or, if more than one, that one which is approved by the Note Trustee and MBIA)as may replace the Telerate Monitor at or about 11:00 a.m. (London time) on such date(the Additional Screen Rate); or

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(B) if the Screen Rate and the Additional Screen Rate are not available for three monthsterling deposits (or three month deposits for such other currency or currency unit asmay replace sterling as the lawful currency of the United Kingdom), the arithmetic mean(rounded to four decimal places with the mid-point rounded up) of the rates notified tothe relevant Agent Bank at its request by each of the Reference Banks (as defined inCondition 4(j)) below) as the rate at which sterling deposits (or three month deposits forsuch other currency or currency unit as may replace sterling as the lawful currency of theUnited Kingdom) in an amount of £10,000,000 are offered for the same period as thatInterest Period by that Reference Bank to leading banks in the London inter-bankmarket at or about 11:00 a.m. (London time) on that date. If on any such InterestDetermination Date, two only of the Reference Banks provide such offered quotations tothe relevant Agent Bank, the relevant rate shall be determined, as aforesaid, on thebasis 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 therelevant Agent Bank with such an offered quotation, the relevant Agent Bank shallforthwith consult with the Note Trustee, MBIA and the Issuer for the purposes ofagreeing one additional bank to provide such a quotation or quotations to the relevantAgent Bank (which bank is in the opinion of the Note Trustee and MBIA suitable for suchpurpose) and the rate for the Interest Period in question shall be determined, asaforesaid, on the basis of the offered quotations of such banks as so agreed. If no suchbank or banks is or are so agreed or such bank or banks as so agreed does or do notprovide such a quotation or quotations, then the rate for the relevant Interest Period shallbe the rate in effect for the last preceding Interest Period to which sub-paragraph (A) ofthe foregoing provisions of this sub-paragraph shall have applied.

(iii) European Economic and Monetary Union

If, as a result of the United Kingdom adopting the euro as its lawful currency pursuant to theTreaty, it becomes impossible for the relevant Agent Bank to determine the FRN Rate ofInterest for any Interest Period in accordance with Condition 4(c)(ii) above, the FRN Rate ofInterest for each such Interest Period shall be determined by the relevant Agent Bank on thefollowing basis:

(A) the relevant Agent Bank will determine the rate for deposits in euro for a period equal tothe relevant Interest Period which appears on the display page designated 248 on theDow Jones Telerate Service (or such other page as may replace that page on thatservice, or such other service as may be nominated as the information vendor, for thepurpose of displaying comparable rates) as of 11:00 a.m. (Brussels time) on the relevantInterest Determination Date (which for the avoidance of doubt shall be two TARGETdays prior to the start of the relevant Interest Period) (the Euro Interest DeterminationDate);

(B) if such rate does not appear on that page, the relevant Agent Bank will;

(1) request the principal London office of each of four major banks in the Londoninter-bank market to provide a quotation of the rate at which deposits in euro areoffered by it in the London inter-bank market at approximately 11:00 a.m. (Londontime) on the Euro Interest Determination Date to prime banks in the Londoninter-bank market for a period equal to the relevant Interest Period and in anamount that is representative for a single transaction in that market at that time;and

(2) determine the arithmetic mean (rounded, if necessary, to the nearest 0.0001 percent., 0.00005 per cent. being rounded upwards) of such quotations; and

(C) if fewer than two such quotations are provided as requested, the relevant Agent Bankwill determine the arithmetic mean (rounded, if necessary, as aforesaid) of the ratesquoted by major banks in any Participating Member State, selected by the relevantAgent Bank, at approximately 11:00 a.m. (Brussels time) on the first day of the relevantInterest Period for loans in euro to leading European banks for a period equal to therelevant Interest Period and in an amount that is representative for single transactionsin that market at that time, and the FRN Rate of Interest for such Interest Period shallbe the sum of the Applicable Margin, and the rate or (as the case may be) the arithmetic

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mean so determined; provided, however, that if the relevant Agent Bank is unable todetermine a rate or (as the case may be) an arithmetic mean in accordance with theabove provisions in relation to any Interest Period, the FRN Rate of Interest during suchInterest Period will be the sum of the Applicable Margin and the rate or (as the case maybe) the arithmetic mean last determined in relation to the Notes in respect of a precedingInterest Period.

(d) Applicable Margin, Step-Up Margin and Step-Up Amounts

The Applicable Margin shall be as follows:

(i) for the Class A8 Notes, 0.28 per cent. per annum; and

(ii) for the Class C1 Notes, 1.10 per cent. per annum.

The Step-Up Margin shall be as follows:

(i) for the Class A8 Notes, 0.42 per cent. per annum (the Class A8 Step-Up Margin and that partof any interest on the Class A8 Notes referable to the Class A8 Step-Up Margin and anyinterest accrued thereon being the Class A8 Step-Up Amounts); and

(ii) for the Class C1 Notes, 1.65 per cent. per annum (the Class C1 Step-up Margin and that partof any interest on the Class C1 Notes referable to the Class C1 Step-up Margin and anyinterest accrued thereon being the Class C1 Step-Up Amounts and, together with the ClassA8 Step-Up Amounts, is a Step-Up Amount).

(e) Rate of Interest on the Class A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notesand the Class B2 Notes

The rate of interest payable, in respect of:

(i) the Class A3 Notes, shall be 7.369 per cent. per annum (the Class A3 Rate of Interest);

(ii) the Class A6 Notes, shall be 5.943 per cent. per annum (the Class A6 Rate of Interest);

(iii) the Class A7 Notes, shall be 4.767 per cent. per annum (the Class A7 Rate of Interest);

(iv) the Class B1 Notes, shall be 8.44 per cent. per annum (the Class B1 Rate of Interest); and

(v) the Class B2 Notes, shall be 6.962 per cent. per annum (the Class B2 Rate of Interest),

in each case payable in respect of each Interest Period in arrear on the immediately succeeding InterestPayment Date.

(f) Determination of FRN Rates of Interest and Calculation of Interest Amounts

The relevant Agent Bank shall, on each Interest Determination Date, determine and notify theIssuer, the Note Trustee, MBIA, the Depositary, the relevant Principal Paying Agent and the PayingAgent of:

(i) the FRN Rate of Interest applicable to the Interest Period beginning on and including suchInterest Determination Date (or, in the case of the first Interest Period for the Class A8 Notesand the Class C1 Notes, beginning on and including the Fourth Closing Date) in respect of theClass A8 Notes and the Class C1 Notes; and

(ii) the sterling amount (the Interest Amount) payable in respect of such Interest Period inrespect of the Class A8 Notes and the Class C1 Notes.

The Interest Amount in respect of the Class A8 Notes and the Class C1 Notes will becalculated by applying the FRN Rate of Interest of such Interest Period to the PrincipalAmount Outstanding of the Class A8 Notes and the Class C1 Notes, respectively, during suchInterest Period, multiplying the product by the actual number of days in such Interest Perioddivided by 365 (or, if any portion of such Interest Period falls in a leap year, the sum of (i) theactual number of days in that portion divided by 366 and (ii) the actual number of days in theremainder of such Interest Period divided by 365) and rounding the resulting figure to thenearest pence (half a pence being rounded upwards); provided that, if the FRN Rate ofInterest is determined by the relevant Agent Bank pursuant to the provisions of Condition4(c)(iii) above, the Interest Amount payable in respect of each Class A8 Note and the ClassC1 Note, for any Interest Period to which such FRN Rate of Interest is applicable, will insteadbe calculated by applying the FRN Rate of Interest to the Principal Amount Outstanding of theClass A8 Note and the Class C1 Note during such Interest Period, multiplying the product bythe actual number of days in such Interest Period divided by 360 and rounding the resultingfigure to the nearest penny (half a penny being rounded upwards).

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(iii) The Interest Amount in respect of each Class A3 Note, Class A6 Note, Class A7 Note, ClassB1 Note and Class B2 Note, taking into account the Amortisation Amounts to be paid inrespect of the Class A3 Notes, the Class A6 Notes, Class A7 Notes, the Class B1 Notes andthe Class B2 Notes, in accordance with Condition 5(b), in respect of each Interest Period,shall be as follows:

Class A3 Class A6 Class A7 Class B1 Class B2Note Note Note Note Note

Interest Interest Interest Interest InterestAmount Amount Amount Amount Amount

£ (per £ (per £ (per £ (per £ (perInterest Payment Date £1,000) £1,000) £1,000) £1,000) £1,000)

30 September 2005 . . . . . . 18.4225 14.8575 7.95 21.1000 17.405030 December 2005. . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 March 2006 . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 June 2006. . . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 September 2006 . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 December 2006. . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 March 2007 . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 June 2007. . . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 September 2007 . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 December 2007. . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 March 2008 . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 June 2008. . . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 September 2008 . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 December 2008. . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 March 2009 . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 June 2009. . . . . . . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 September 2009 . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 December 2009. . . . . . . 18.4225 14.8575 11.92 21.1000 17.405030 March 2010 . . . . . . . . . . 18.4225 14.8575 11.53 21.1000 17.405030 June 2010. . . . . . . . . . . . 18.4225 14.8575 11.12 21.1000 17.405030 September 2010 . . . . . . 18.4225 14.8575 10.71 21.1000 17.405030 December 2010. . . . . . . 18.4225 14.8575 10.29 21.1000 17.405030 March 2011. . . . . . . . . . . 18.4225 14.8575 10.00 21.1000 17.405030 June 2011 . . . . . . . . . . . . 18.4225 14.8575 9.72 21.1000 17.405030 September 2011 . . . . . . 18.0664 14.8575 9.60 21.1000 17.405030 December 2011 . . . . . . . 17.7226 14.8575 9.47 21.1000 17.405030 March 2012 . . . . . . . . . . 17.3787 14.8575 9.32 21.1000 17.405030 June 2012. . . . . . . . . . . . 17.0347 14.8575 9.17 21.1000 17.405030 September 2012 . . . . . . 16.6908 14.8575 9.04 21.1000 17.405030 December 2012. . . . . . . 16.3408 14.8575 8.91 21.1000 17.405030 March 2013 . . . . . . . . . . 15.9907 14.8575 8.76 21.1000 17.405030 June 2013. . . . . . . . . . . . 15.6407 14.8575 8.61 21.1000 17.405030 September 2013 . . . . . . 15.2907 14.8575 8.46 21.1000 17.405030 December 2013. . . . . . . 14.9285 14.8575 8.30 21.1000 17.405030 March 2014 . . . . . . . . . . 14.5661 14.8575 8.14 21.1000 17.405030 June 2014. . . . . . . . . . . . 14.2039 14.8575 7.97 21.1000 17.405030 September 2014 . . . . . . 13.8416 14.8575 7.80 21.1000 17.405030 December 2014. . . . . . . 13.4670 14.8575 7.64 21.1000 17.405030 March 2015 . . . . . . . . . . 13.0923 14.8575 7.46 21.1000 17.405030 June 2015. . . . . . . . . . . . 12.7178 14.8575 7.29 21.1000 17.405030 September 2015 . . . . . . 12.3431 14.8575 7.10 21.1000 17.405030 December 2015. . . . . . . 11.9533 14.8575 6.92 21.1000 17.405030 March 2016 . . . . . . . . . . 11.5633 14.8575 6.72 21.1000 17.405030 June 2016. . . . . . . . . . . . 11.1734 14.8575 6.53 21.1000 17.4050

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30 September 2016 . . . . . . 10.7834 14.8575 6.32 21.1000 17.405030 December 2016. . . . . . . 10.3781 14.8575 6.12 21.1000 17.405030 March 2017 . . . . . . . . . . 9.9728 14.5018 6.04 21.1000 17.405030 June 2017. . . . . . . . . . . . 9.5675 14.1348 5.97 21.1000 17.405030 September 2017 . . . . . . 9.1622 13.7679 5.89 21.1000 17.405030 December 2017. . . . . . . 8.7417 14.4009 5.82 21.1000 17.405030 March 2018 . . . . . . . . . . 8.3209 13.0039 5.75 21.1000 17.405030 June 2018. . . . . . . . . . . . 7.9003 12.6387 5.69 21.1000 17.405030 September 2018 . . . . . . 7.4795 12.2435 5.63 21.1000 17.405030 December 2018. . . . . . . 7.0437 11.8483 5.56 21.1000 17.405030 March 2019 . . . . . . . . . . 6.6076 11.4531 5.49 21.1000 17.405030 June 2019. . . . . . . . . . . . 6.1717 11.0409 5.41 21.1000 17.405030 September 2019 . . . . . . 5.7357 10.6288 5.33 21.1000 17.405030 December 2019. . . . . . . 5.2843 10.2166 5.25 21.1000 17.405030 March 2020 . . . . . . . . . . 4.8330 9.8045 5.15 21.1000 17.405030 June 2020. . . . . . . . . . . . 4.3816 9.3697 5.06 21.1000 17.405030 September 2020 . . . . . . 3.9303 8.9350 4.96 21.1000 17.405030 December 2020. . . . . . . 3.4544 8.5003 4.86 21.1000 17.405030 March 2021 . . . . . . . . . . 2.9784 8.0655 4.75 21.1000 17.405030 June 2021. . . . . . . . . . . . 2.5025 7.6026 4.65 21.1000 17.405030 September 2021 . . . . . . 2.0265 7.1396 4.54 21.1000 17.405030 December 2021. . . . . . . 1.5199 6.6767 4.43 21.1000 17.405030 March 2022 . . . . . . . . . . 1.0132 6.2137 4.30 21.1000 17.405030 June 2022. . . . . . . . . . . . 0.5066 5.7225 4.19 21.1000 17.405030 September 2022 . . . . . . — 5.2313 4.06 21.1000 17.405030 December 2022. . . . . . . — 4.7401 3.95 19.4217 17.405030 March 2023 . . . . . . . . . . — 4.2489 3.87 17.7432 17.405030 June 2023. . . . . . . . . . . . — 3.7352 3.82 16.0649 17.405030 September 2023 . . . . . . — 3.2214 3.77 14.3864 17.405030 December 2023. . . . . . . — 2.7076 3.71 12.6121 17.405030 March 2024 . . . . . . . . . . — 2.1939 3.65 10.8378 17.405030 June 2024 . . . . . . . . . . . — 1.6455 3.59 9.0635 17.405030 September 2024 . . . . . . — 1.0971 3.52 7.2892 17.405030 December 2024. . . . . . . — 0.5485 3.51 5.4670 17.405030 March 2025 . . . . . . . . . . — — 3.49 3.6446 17.405030 June 2025. . . . . . . . . . . . — — 3.39 1.8224 16.261530 September 2025 . . . . . . — — 3.32 — 15.118030 December 2025. . . . . . . — — 3.07 — 13.974530 March 2026 . . . . . . . . . . — — 2.81 — 12.831030 June 2026. . . . . . . . . . . . — — 2.57 — 11.610730 September 2026 . . . . . . — — 2.31 — 10.390430 December 2026. . . . . . . — — 2.04 — 9.170230 March 2027 . . . . . . . . . . — — 1.75 — 7.949930 June 2027. . . . . . . . . . . . — — 1.48 — 6.646630 September 2027 . . . . . . — — 1.20 — 5.343330 December 2027. . . . . . . — — 0.93 — 4.040030 March 2028 . . . . . . . . . . — — 0.64 — 2.736830 June 2028. . . . . . . . . . . . — — 0.36 — 1.3684

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30 September 2028 . . . . . . — — 0.07 — —30 December 2028. . . . . . . — — 0.06 — —30 March 2029 . . . . . . . . . . — — 0.06 — —30 June 2029. . . . . . . . . . . . — — 0.06 — —30 September 2029 . . . . . . — — 0.05 — —30 December 2029. . . . . . . — — 0.05 — —30 March 2030 . . . . . . . . . . — — 0.05 — —30 June 2030. . . . . . . . . . . . — — 0.04 — —30 September 2030 . . . . . . — — 0.04 — —30 December 2030. . . . . . . — — 0.04 — —30 March 2031 . . . . . . . . . . — — 0.03 — —30 June 2031. . . . . . . . . . . . — — 0.03 — —30 September 2031 . . . . . . — — 0.03 — —30 December 2031. . . . . . . — — 0.02 — —30 March 2032 . . . . . . . . . . — — 0.02 — —30 June 2032. . . . . . . . . . . . — — 0.02 — —30 September 2032 . . . . . . — — 0.01 — —30 December 2032. . . . . . . — — 0.01 — —30 March 2033 . . . . . . . . . . — — 0.01 — —30 June 2033. . . . . . . . . . . . — — — — —

In the event of any partial redemption of the Class A3 Notes, the Class A6 Notes, the Class A7Notes, the Class B1 Notes or the Class B2 Notes (other than through payment of AmortisationAmounts pursuant to Condition 5(b)), the Interest Amount in respect of the Class A3 Notes, theClass A6 Notes, the Class A7 Notes, the Class B1 Notes or the Class B2 Notes (as the case maybe) shall be calculated by or on behalf of the Issuer in respect of each Class A3 Note, Class A6Note, Class A7 Note, Class B1 Note or Class B2 Note (as the case may be) by applying the ClassA3 Rate of Interest, the Class A6 Rate of Interest, the Class A7 Rate of Interest, the Class B1 Rateof Interest or the Class B2 Rate of Interest (as the case may be) to the then current PrincipalAmount Outstanding in respect of such Class A3 Note, Class A6 Note, Class A7 Note, Class B1Note or Class B2 Note (as the case may be), and the Issuer shall make notification of the applicableInterest Amount to the relevant Agent Bank.

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

As soon as practicable after making the determination pursuant to Condition 4(f) or receivingnotification of the applicable Interest Amount following any partial redemption of the Class A3Notes, the Class A6 Notes, the Class A7 Notes, the Class B1 Notes or the Class B2 Notes (as thecase may be) (other than through payment of Amortisation Amounts as aforesaid), the relevantAgent Bank will cause the FRN Rate of Interest and the Interest Amount applicable to each classof Notes for each Interest Period and the immediately succeeding Interest Payment Date to benotified to the Luxembourg Stock Exchange (for so long as any of the Notes are listed on theLuxembourg Stock Exchange) and the Irish Stock Exchange (for so long as any of the Notes arelisted on the Irish Stock Exchange) and will cause notice thereof to be given to the relevant classof Noteholders in accordance with Condition 15 provided that, in the case of the Luxembourg StockExchange and the Irish Stock Exchange, such notification will be given by a date that is no laterthan the first day of the Interest Period to which such FRN Rate of Interest and Interest Amountapply.

176

(h) Determination or calculation by Note Trustee

If the relevant Agent Bank or the Issuer, as the case may be, does not at any time for any reasondetermine the FRN Rate of Interest and/or calculate the Interest Amount for any class of Notes inaccordance with the foregoing Conditions, the Note Trustee shall:

(i) determine the FRN Rate of Interest at such rate as (having regard to the procedure describedabove) it shall consider fair and reasonable in all the circumstances; and/or (as the case maybe)

(ii) calculate the Interest Amount for each class of Notes in the manner specified in Condition 4(f)above, and any such determination and/or calculation shall be deemed to have been madeby the relevant Agent Bank.

(i) Notification to be final

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

(j) Reference Banks and Agent Banks

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

5. Redemption, Purchase and Cancellation

(a) Final Redemption

Subject to Condition 17 in the case of the Class B Notes and the Class C Notes, and unlesspreviously redeemed in full as provided in this Condition 5, the Issuer shall redeem the Notes attheir Principal Amount Outstanding as follows:

(i) the Class A3 Notes, on the Interest Payment Date falling in June 2022;

(ii) the Class A6 Notes, on the Interest Payment Date falling in December 2024;

(iii) the Class A7 Notes, on the Interest Payment Date falling in June 2033;

(iv) the Class A8 Notes, on the Interest Payment Date falling in June 2033;

(v) the Class B1 Notes, on the Interest Payment Date falling in June 2025;

(vi) the Class B2 Notes, on the Interest Payment Date falling in June 2028; and

(vii) the Class C1 Notes, on the Interest Payment Date falling in June 2035.

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

(b) Mandatory Redemption

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

177

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

InterestPayment Date

Class A3Note

AmortisationAmount

£(per £1,000)

Class A6Note

AmortisationAmount

£(per £1,000)

Class A7Note

AmortisationAmount

£(per £1,000)

Class A8Note

AmortisationAmount

£(per £1,000)

Class B1Note

AmortisationAmount

£(per £1,000)

Class B2Note

AmortisationAmount

£(per £1,000)

Class C1Note

AmortisationAmount

£(per £1,000)

30 September 2005. . . — — — — — — —30 December 2005 . . . — — — — — — —30 March 2006 . . . . . . — — — — — — —30 June 2006 . . . . . . . — — — — — — —30 September 2006. . . — — — — — — —30 December 2006 . . . — — — — — — —30 March 2007 . . . . . . — — — — — — —30 June 2007 . . . . . . . — — — — — — —30 September 2007. . . — — — — — — —30 December 2007 . . . — — — — — — —30 March 2008 . . . . . . — — — — — — —30 June 2008 . . . . . . . — — — — — — —30 September 2008. . . — — — — — — —30 December 2008 . . . — — — — — — —30 March 2009 . . . . . . — — — — — — —30 June 2009 . . . . . . . — — — — — — —30 September 2009. . . — — — — — — —30 December 2009 . . . — — 32.90 — — — —30 March 2010 . . . . . . — — 33.96 — — — —30 June 2010 . . . . . . . — — 34.71 — — — —30 September 2010. . . — — 35.45 — — — —30 December 2010 . . . — — 23.73 12.47 — — —30 March 2011 . . . . . . — — 23.82 12.47 — — —30 June 2011 . . . . . . . 19.33 — 9.61 12.47 — — —30 September 2011 . . . 18.66 — 11.21 12.47 — — —30 December 2011 . . . 18.67 — 12.28 12.47 — — —30 March 2012 . . . . . . 18.67 — 12.86 12.47 — — —30 June 2012 . . . . . . . 18.67 — 10.72 12.47 — — —30 September 2012. . . 19.00 — 11.58 12.47 — — —30 December 2012 . . . 19.00 — 12.10 12.47 — — —30 March 2013 . . . . . . 19.00 — 12.72 12.47 — — —30 June 2013 . . . . . . . 19.00 — 12.91 12.47 — — —30 September 2013. . . 19.66 — 13.05 12.47 — — —30 December 2013 . . . 19.67 — 13.62 12.47 — — —30 March 2014 . . . . . . 19.66 — 13.91 12.47 — — —30 June 2014 . . . . . . . 19.67 — 14.49 12.47 — — —30 September 2014. . . 20.33 — 13.73 13.31 — — —30 December 2014 . . . 20.34 — 14.33 13.31 — — —30 March 2015 . . . . . . 20.33 — 14.73 13.31 — — —30 June 2015 . . . . . . . 20.34 — 15.83 13.31 — — —30 September 2015. . . 21.16 — 15.48 13.31 — — —30 December 2015 . . . 21.17 — 16.11 13.31 — — —30 March 2016 . . . . . . 21.16 — 16.60 13.31 — — —30 June 2016 . . . . . . . 21.17 — 17.24 13.31 — — —30 September 2016. . . 22.00 — 17.25 13.31 — — —30 December 2016 . . . 22.00 23.94 6.42 4.16 — — —30 March 2017 . . . . . . 22.00 24.70 5.96 4.57 — — —30 June 2017 . . . . . . . 22.00 24.70 6.28 4.99 — — —30 September 2017. . . 22.83 24.70 5.95 5.41 — — —30 December 2017 . . . 22.84 24.70 6.29 5.82 — — —

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Class A3Note

AmortisationAmount

£(per £1,000)

Class A6Note

AmortisationAmount

£(per £1,000)

Class A7Note

AmortisationAmount

£(per £1,000)

Class A8Note

AmortisationAmount

£(per £1,000)

Class B1Note

AmortisationAmount

£(per £1,000)

Class B2Note

AmortisationAmount

£(per £1,000)

Class C1Note

AmortisationAmount

£(per £1,000)

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

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Class A3Note

AmortisationAmount

£(per £1,000)

Class A6Note

AmortisationAmount

£(per £1,000)

Class A7Note

AmortisationAmount

£(per £1,000)

Class A8Note

AmortisationAmount

£(per £1,000)

Class B1Note

AmortisationAmount

£(per £1,000)

Class B2Note

AmortisationAmount

£(per £1,000)

Class C1Note

AmortisationAmount

£(per £1,000)

30 June 2032 . . . . . . . — — 0.28 14.97 — — —30 September 2032. . . — — 0.28 14.97 — — —30 December 2032 . . . — — 0.28 14.97 — — —30 March 2033 . . . . . . — — 0.28 14.97 — — —30 June 2033 . . . . . . . — — 0.28 15.03 — — —30 September 2033. . . — — — — — — 125.0030 December 2033 . . . — — — — — — 125.0030 March 2034 . . . . . . — — — — — — 125.0030 June 2034 . . . . . . . — — — — — — 125.0030 September 2034. . . — — — — — — 125.0030 December 2034 . . . — — — — — — 125.0030 March 2035 . . . . . . — — — — — — 125.0030 June 2035 . . . . . . . — — — — — — 125.00

(ii) If there are monies received by the Issuer from any Obligor subsequent to the service of aBorrower Enforcement Notice pursuant to the terms of the Punch Taverns B Deed of Charge,such monies shall be applied by the Issuer, on the next succeeding Interest Payment Datefalling at least 30 days after receipt of such monies, in accordance with the provisionsregulating the relevant priority of application of payments in the manner set out in the IssuerDeed of Charge, including without limitation all amounts then due to be paid in redemption ofthe Notes pursuant to this Condition 5 on such Interest Payment Date, provided that (A) anysurplus is to be applied to redeem the Notes pursuant to Condition 5(c)(ii), (B) notwithstand-ing Condition 5(c)(ii)(A) and (B) the Class A Notes are to be redeemed on a pari passu basisand (C) the amounts are paid without any redemption premium payable pursuant toCondition 5(c)(iii) being required to be paid by the Issuer (but, for the avoidance of doubt,including any Second MBIA Prepayment Fees attributable to any Class A7 Notes and ClassA8 Notes, as applicable, to be redeemed).

(c) Optional redemption

(i) On giving not less than 10 days’ prior written notice to the Noteholders in accordance withCondition 15 to the Swap Providers (in accordance with the Swap Agreements) and to theNote Trustee and MBIA and provided that (i) on the Interest Payment Date on which suchnotice expires, no Note Acceleration Notice has been served, and (ii) that the Issuer has, priorto giving such notice, certified to the Note Trustee and produced evidence acceptable to theNote Trustee (as specified in the Trust Deed) that it will have the necessary funds to dischargeany amounts required under the Issuer Deed of Charge to be paid in priority to or pari passuwith each class of the Notes to be redeemed on such date (including any Second MBIAPrepayment Fees attributable to any Class A7 and Class A8 Notes, as applicable, to beredeemed), the Issuer may redeem some or all of the Notes or, in circumstances where theBorrower is required to effect a mandatory prepayment in respect of any Term Advance asprovided in the Issuer/Borrower Facility Agreement, shall redeem an equivalent amount of theNotes (provided that the minimum amount of any such redemption will be £1,000,000 inprincipal amount of a class of Notes and thereafter in multiples of £100,000 in principalamount) on any Interest Payment Date in accordance with and subject to the provisions ofCondition 5(c)(ii) and 5(c)(iii). The aggregate payment to be made in respect of the Notesto be redeemed pursuant to Condition 5(c)(i) is hereafter referred to as the RedemptionAmount.

(ii) The Issuer shall, on exercise of its option to redeem pursuant to Condition 5(c)(i), redeemNotes in the following order:

(A) first, the Class A8 Notes;

(B) second, pro rata, the Class A3 Notes, the Class A6 Notes and the Class A7 Notes; and

(C) third, pro rata, the Class B1 Notes and the Class B2 Notes; and

(D) fourth, the Class C1 Notes.

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(iii) Any Notes redeemed pursuant to Condition 5(c)(i) will be redeemed at the RedemptionAmount relevant to their class as set out below together with, in each case, accrued butunpaid interest on the Principal Amount Outstanding of the relevant Notes up to and includingthe date of repayment:

(aa) Class A3 Redemption Amount: an amount equal to whichever is the higher of thefollowing:

(A) 100 per cent. of the principal amount of the relevant Class A3 Note to be redeemedon the relevant Interest Payment Date; and

(B) that price (as reported in writing to the Issuer and the Note Trustee by a financialadviser approved by the Note Trustee) expressed as a percentage (and roundedup to three decimal places (0.00005 being rounded upwards)) at which the GrossRedemption Yield on the Class A3 Notes on the Relevant Date is equal to theGross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of theRelevant Treasury Stock and so that, for the purpose of this sub-paragraph(aa)(B): Relevant Date means the date which is the second Business Day inLondon prior to the date of dispatch of the notice of redemption referred to inCondition 5(c)(i); Gross Redemption Yield means a yield calculated on the basisindicated by the Joint Index and Classification Committee of the Institute andFaculty of Actuaries, as reported to the Journal of the Institute of Actuaries, Volume105, Part 1, 1978, page 18; and Relevant Treasury Stock means such govern-ment stock as the relevant Agent Bank shall determine to be a benchmark gilt thematurity of which most closely matches the then average life of the Class A3 Notesas calculated by the relevant Agent Bank;

(bb) Class A6 Redemption Amount: an amount equal to whichever is the higher of thefollowing:


(B) that price (as reported in writing to the Issuer and the Note Trustee by a financialadviser approved by the Note Trustee) expressed as a percentage (and roundedup to three decimal places (0.00005 being rounded upwards)) at which the GrossRedemption Yield on the Class A6 Notes on the Relevant Date is equal to theGross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of theRelevant Treasury Stock and so that, for the purpose of this sub-paragraph(bb)(B): Relevant Date means the date which is the second Business Day inLondon prior to the date of despatch of the notice of redemption referred to inCondition 5(c)(i); Gross Redemption Yield means a yield calculated on the basisindicated by the Joint Index and Classification Committee of the Institute andFaculty of Actuaries, as reported to the Journal of the Institute of Actuaries, Volume105, Part 1, 1978, page 18; and Relevant Treasury Stock means such govern-ment stock as the relevant Agent Bank shall determine to be a benchmark gilt thematurity of which most closely matches the then average life of the Class A6 Notesas calculated by the relevant Agent Bank;

(cc) Class A7 Redemption Amount: an amount equal to whichever is the higher of thefollowing:


(B) that price (as reported in writing to the Issuer and the Note Trustee by a financialadviser approved by the Note Trustee) expressed as a percentage (and roundedup to three decimal places (0.00005 being rounded upwards)) at which the GrossRedemption Yield on the Class A7 Notes on the Relevant Date is equal to theGross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of theRelevant Treasury Stock and so that, for the purpose of this sub-paragraph (cc)(B):Relevant Date means the date which is the second Business Day in London priorto the date of dispatch of the notice of redemption referred to in Condition 5(c)(i);Gross Redemption Yield means a yield calculated on the basis indicated by theJoint Index and Classification Committee of the Institute and Faculty of Actuaries,

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as reported to the Journal of the Institute of Actuaries, Volume 105, Part 1, 1978,page 18; and Relevant Treasury Stock means such government stock as therelevant Agent Bank shall determine to be a benchmark gilt the maturity of whichmost closely matches the then average life of the Class A7 Notes as calculated bythe relevant Agent Bank;

(dd) Class A8 Redemption Amount: an amount equal to 100 per cent. of the principal amountof the relevant Class A8 Note to be redeemed on the relevant Interest Payment Date;

(ee) Class B1 Redemption Amount: an amount equal to whichever is the higher of thefollowing:

(A) 100 per cent. of the principal amount of the relevant Class B1 Note to be redeemedon the relevant Interest Payment Date; and

(B) that price (as reported in writing to the Issuer and the Note Trustee by a financialadviser approved by the Note Trustee) expressed as a percentage (and roundedup to three decimal places (0.0005 being rounded upwards)) at which the GrossRedemption Yield on the Class B1 Notes on the Relevant Date is equal to theGross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of theRelevant Treasury Stock and so that, for the purpose of this sub-paragraph(ee)(B): Relevant Date means the date which is the second Business Day inLondon prior to the date of despatch of the notice of redemption referred to inCondition 5(c)(i); Gross Redemption Yield means a yield calculated on the basisindicated by the Joint Index and Classification Committee of the Institute andFaculty of Actuaries, as reported in the Journal of the Institute of Actuaries, Volume105, Part 1, 1978, page 18; and Relevant Treasury Stock means such govern-ment stock as the relevant Agent Bank shall determine to be a benchmark gilt thematurity of which most closely matches the then average life of the Class B1 Notesas calculated by the relevant Agent Bank; and

(ff) Class B2 Redemption Amount: an amount equal to whichever is the higher of thefollowing:

(A) 100 per cent. of the principal amount of the relevant Class B2 Note to be redeemedon the relevant Interest Payment Date; and

(B) that price (as reported in writing to the Issuer and the Note Trustee by a financialadviser approved by the Note Trustee) expressed as a percentage (and roundedup to three decimal places (0.00005 being rounded upwards)) at which the GrossRedemption Yield on the Class B2 Notes on the Relevant Date is equal to theGross Redemption Yield at 3:00 p.m. (London time) on the Relevant Date of theRelevant Treasury Stock and so that, for the purpose of this sub-paragraph (ff)(B):Relevant Date means the date which is the second Business Day in London priorto the date of despatch of the notice of redemption referred to in Condition 5(c)(i);Gross Redemption Yield means a yield calculated on the basis indicated by theJoint Index and Classification Committee of the Institute and Faculty of Actuaries,as reported to the Journal of the Institute of Actuaries, Volume 105, Part 1, 1978,page 18; and Relevant Treasury Stock means such government stock as therelevant Agent Bank shall determine to be a benchmark gilt the maturity of whichmost closely matches the then average life of the Class B2 Notes as calculated bythe relevant Agent Bank; and

(gg) Class C1 Redemption Amount: an amount equal to 100 per cent. of the principal amountof the relevant Class C1 Note to be redeemed on the relevant Interest Payment Date;

(iv) On giving not less than 10 days’ prior written notice to the Swap Providers (in accordance withthe Swap Agreements) and the Note Trustee and provided that:

(i) on the Interest Payment Date on which such notice expires, no Note Acceleration Noticehas been served;

(ii) the Issuer has, prior to giving such notice, certified to the Note Trustee and producedevidence acceptable to the Note Trustee (as specified in the Trust Deed) that it will have

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the necessary funds to redeem the Notes to be redeemed on such date and to dischargeany amounts required under the Issuer Deed of Charge to be paid in priority to or paripassu with such Notes on such Interest Payment Date (including MBIA PrepaymentFees attributable to any Class A7 and Class A8 Notes); and

(iii) the conditions precedent to the issue of Replacement Notes as described in Condition16(b) will be satisfied on the Interest Payment Date on which the redemption of therelevant class of Notes and the issue of Replacement Notes is to take place,

the Issuer may redeem all (but not part only) of any class of the Notes.

Any redemption pursuant to this Condition 5(c)(iv)shall not be subject to the provisions ofCondition 5(c)(ii) and the relevant Notes shall be redeemed at the Redemption Amount(including the premium (if any) specified in Condition 5(c)(iii)).

(v) For the avoidance of doubt and save as provided in Condition 5(c)(iv), no Class A3 Note,Class A6 Note or Class A7 Note may be redeemed whilst any Class A8 Note remainsoutstanding, no Class B1 Note or Class B2 Note may be redeemed whilst any Class A Noteremains outstanding and no Class C1 Note may be redeemed whilst any Class A Note orClass B Note remains outstanding.

(vi) Any amounts applied in redemption of the Principal Amount Outstanding of Notes on anInterest Payment Date in accordance with this Condition 5(c) (but not in respect of anypremium payable in accordance therewith (if any)) shall be applied in satisfaction of theIssuer’s obligations to pay the Amortisation Amounts in accordance with Condition 5(b). Allamounts paid in accordance with this Condition 5(c) shall be applied in the case of the ClassA3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8 Notes, the Class B1 Notes,the Class B2 Notes and the Class C1 Notes (as applicable), by applying the redemptionamounts pro rata to reduce the relevant Amortisation Amounts.

(vii) The Principal Amount Outstanding to be redeemed in respect of each class of Notes (the NotePrincipal Payment) on any Interest Payment Date under this Condition 5(c) shall, in relationto each class of Notes, be a pro rata share of the aggregate amount required to be appliedin redemption of Notes of that class on such Interest Payment Date, as the case may be(rounded down to the nearest pence), provided always that no such Note Principal Paymentmay exceed the Principal Amount Outstanding of the relevant Note.

(d) Substitution/Redemption for taxation or other reasons

If the Issuer at any time satisfies the Note Trustee prior to the giving of the notice referred to belowthat:

(i) by reason of a change in tax law (or the application or official interpretation thereof), on thenext Interest Payment Date, the Issuer would be required to deduct or withhold from anypayment of principal or interest on the Notes (other than where the relevant holder has someconnection with the United Kingdom other than the holding of Notes) any amount for or onaccount of any present or future taxes, duties, assessments or governmental charges ofwhatever nature imposed, levied, collected, withheld or assessed by the United Kingdom orany political sub-division thereof or any authority thereof or therein; or

(ii) if, due to a change in law, it has become or will become unlawful for the Issuer to make, fundor allow to remain outstanding all or any advances made or to be made by it under the Issuer/Borrower Facility Agreement; or

(iii) by reason of a change in tax law (or the application or official interpretation thereof), on thenext Interest Payment Date, under the Issuer/Borrower Facility Agreement, the Borrowerwould be required to deduct or withhold from any payment of principal, interest or other sumdue and payable thereunder any amount for or on account of any present or future taxes,duties, assessments or governmental charges of whatever nature imposed, levied, collected,withheld or assessed by the United Kingdom or any political sub-division thereof or anyauthority thereof or therein,

then the Issuer may, in order to avoid the relevant event described in paragraph (i), (ii) or (iii) above,use its reasonable endeavours to arrange the substitution of a company incorporated in anotherjurisdiction approved by the Note Trustee as principal debtor under the Notes and as lender under

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the Issuer/Borrower Facility Agreement upon the Note Trustee and the Issuer Security Trusteebeing satisfied that such substitution will not be materially prejudicial to the Noteholders and theIssuer Security Trustee being satisfied that the position of the other Issuer Secured Creditors willnot thereby be adversely affected.

If the Issuer is unable to arrange a substitution as described above and, as a result, one or moreof the events described in paragraph (i), (ii) or (iii) above (as the case may be) is continuing, thenthe Issuer may, on any date and having given not more than 60 nor less than 30 days’ written notice(or, in the case of an event described in paragraph (ii) above, such shorter period expiring on orbefore the latest date permitted by relevant law) to the Swap Providers (in accordance with theSwap Agreements) and the Note Trustee, MBIA and the Noteholders in accordance withCondition 15 and having provided to the Note Trustee a certificate signed by two directors of theIssuer to the effect that it will have funds, not subject to the interest of any other persons, availablefor the purpose, issue Notes (in respect of the Existing Reg S Global Notes and the New Rule 144AGlobal Notes) in registered form and (in respect of the First New Reg S Global Notes and theSecond New Reg S Global Notes) in bearer form in accordance with Condition 13 or (i) pay allamounts ranking senior and pari passu with the Notes and (ii) redeem all but not some only of theClass A3 Notes, the Class A6 Notes, the Class A7 Notes, the Class A8 Notes, the Class B1 Notes,Class B2 Notes and the Class C1 Notes at par together with accrued but unpaid interest on theirPrincipal Amount Outstanding up to and including the date of repayment, provided (A) that no ClassA3 Note, Class A6 Note or Class A7 Note may be redeemed at any time while any Class A8 Noteremains in issue, (B) that no Class B Note or Class C Note may be redeemed at any time while anyClass A Note remains in issue, (C) that no Class C Note may be redeemed at any time while anyClass B Note remains in issue and (D) that any Class A8 Notes or Class C1 Notes which areredeemed in accordance with this Condition 5(d) otherwise than on an Interest Payment Date (theRedemption Date) shall be redeemed at its Principal Amount Outstanding on the RedemptionDate together with (i) accrued but unpaid interest up to (and including) the Redemption Date and(ii) an additional amount equal to the greater of:

(A) PAO [(A – B) x C/365]

where:

PAO is the Principal Amount Outstanding of such Class A8 Note or Class C1 Note (as the case maybe) to be redeemed on the Redemption Date;

A is the prevailing FRN Rate of Interest (including the Applicable Margin and the Step-up Margin(if applicable)) for the Interest Period during which the Redemption Date falls;

B is LIBOR (as defined below) determined on the Relevant Date for a period equal to the periodfrom (and including) the Business Day following the Redemption Date to (and excluding) the nextsucceeding Interest Payment Date (the Relevant Period); and

C is the number of days in the Relevant Period; and

(B) zero.

For the purposes of this Condition 5(d), LIBOR means the rate in the London inter-bank markedisplayed on the Telerate Screen Page No. 3750 (the Screen Page) (or, if the Screen Page is notthen available, as determined in the same manner as provided in Condition 4(c)(ii)(B)), on theRelevant Date or, if there is no rate published for the relevant period on such date, the ratedetermined by interpolating between the rates for the period nearest in length to, but less than, theperiod in question and the period nearest in length to, but more than, the period in question,displayed on the Screen Page (or, if not available, as quoted by the Reference Banks).

For the purposes of this Condition 5(d), Relevant Date means the fifth Business Day prior to therelevant Redemption Date.

Without limitation to the prior provisions of this Condition 5(d), if one or more of the eventsdescribed in paragraphs (i), (ii) or (iii) above has occurred and is continuing, the Issuer may takesuch other appropriate action as is reasonable following consultation with the Note Trustee andMBIA in order to mitigate the effect of the relevant occurrence.

(e) Note Principal Payments, Redemption Amounts and Principal Amount Outstanding

Five Business Days before each Interest Payment Date (a Calculation Date), the Issuer shalldetermine or shall cause to be determined:

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(i) if there is to be a redemption of the Notes of any class pursuant to Condition 5(d), the amountof any Note Principal Payment due on the next following Interest Payment Date;

(ii) the Redemption Amounts (if any) due on the next following Interest Payment Date; and

(iii) the Principal Amount Outstanding of each Note on the next following Interest Payment Date(after deducting any Note Principal Payment due to be made on that Interest Payment Date).

Each determination by or on behalf of the Issuer of any Note Principal Payment, the RedemptionAmount and the Principal Amount Outstanding of a Note shall in each case (in the absence of wilfuldefault, bad faith or manifest error) be final and binding on all persons.

The Principal Amount Outstanding of a Note of any class on any date shall be £1,000 or inrelation to the Second New Notes, its original amount outstanding less the aggregate amount of allNote Principal Payments in respect of that Note which have become due and payable and havebeen paid since the date of issue of that Note.

The Issuer will, on each Calculation Date, cause each determination of a Note Principal Payment(if any), Redemption Amount and Principal Amount Outstanding to be notified forthwith to therelevant Agent Bank which will then forthwith notify the Note Trustee, MBIA (prior to an MBIATermination Event), the Depositary, the Paying Agents, the Registrar, the Luxembourg StockExchange (for so long as any of the Notes are listed on the Luxembourg Stock Exchange) and theIrish Stock Exchange (for so long as any of the Notes are listed on the Irish Stock Exchange)thereof and will cause such notice of each determination of a Note Principal Payment, RedemptionAmount and Principal Amount Outstanding to be given in accordance with Condition 15. If no NotePrincipal Payment is due to be made on the Notes of a particular class on an Interest PaymentDate, a notice to this effect will be given by the Issuer to the Noteholders of that class.

If the Issuer does not at any time for any reason determine a Note Principal Payment, RedemptionAmount or the Principal Amount Outstanding in accordance with the preceding provisions of thisparagraph, such Note Principal Payment, Redemption Amounts and Principal Amount Outstandingmay be determined by the relevant Agent Bank in accordance with this paragraph and each suchdetermination or calculation shall be deemed to have been made by the Issuer.

(f) Notice of Redemption

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

(g) No purchase by Issuer

The Issuer will not be permitted to purchase any of the Notes. The Borrower may at any timepurchase Notes, subject to the provisions of the Issuer/Borrower Facility Agreement requiring anyNotes so purchased to be surrendered by the Borrower to the Issuer.

(h) Cancellation

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

(i) Other information

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

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(j) The Second MBIA Financial Guarantee

Under the terms of the Second MBIA Financial Guarantee, MBIA does not guarantee any amountsbecoming payable by the Issuer upon the early redemption of the Class A7 Notes or the Class A8Notes pursuant to Conditions 5(c) or (d) or any amount payable upon the scheduled redemption ofthe Class A7 Notes or the Class A8 Notes pursuant to Condition 5(b) other than ScheduledPrincipal in respect of the Class A7 Notes or the Class A8 Notes or any amount payable by theBorrower upon purchase of the Class A7 Notes or the Class A8 Notes as applicable in accordancewith ondition 5(g) or where the Class A7 Notes or the Class A8 Notes (as applicable) have becomedue and repayable under Condition 9.

6. Payments

(a) Payments of principal and premium (if any) in respect of any Global Note will be made againstpresentation and surrender (or, in the case of part payment, endorsement) of such Global Note atthe specified office of any Paying Agent. A record of each payment so made will be endorsed onthe schedule to the relevant Global Note by or on behalf of the relevant Principal Paying Agent,which endorsement shall be prima facie evidence that such payments have been made. Paymentsof principal and premium (if any) in respect of any Definitive Registered Notes will be made to thepersons shown in the Register at the close of business on the Record Date (as defined below) andsubject to surrender of such Definitive Registered Notes at the specified office of the Registrar orany Paying Agent. Payments of principal and premium (if any) in respect of Definitive Bearer Noteswill be made against presentation and surrender (or, in the case of part payment of any sum due,endorsement) of Definitive Bearer Notes at the specified office of any Paying Agent outside theUnited States.

(b) Payments of interest due on an Interest Payment Date will be made:

(i) in the case of the Global Notes, against presentation thereof at the specified office of any ofthe Paying Agents;

(ii) in the case of Definitive Registered Notes, to persons shown in the Register at the close ofbusiness on the Record Date; or

(iii) in the case of the Definitive Bearer Notes, against presentation thereof at the specified officeof any of the Paying Agents outside of the United States.

(c) Record Date in respect of the Definitive Registered Notes means the seventh Business Day beforethe due date for the relevant payment.

(d) Payments of principal, interest and premium (if any) in respect of the Notes are subject in all casesto any fiscal or other laws and regulations applicable thereto in the place of payment.

(e) If the due date for redemption of any Note of a particular class is not an Interest Payment Date,accrued interest will be paid only against presentation and surrender of the relevant Note of thatclass.

(f) Each payment in respect of a Global Note will be made by transfer to a sterling account maintainedby the payee with a branch of a bank in London. Each payment in respect of a Definitive RegisteredNote will be made by sterling cheque drawn on a branch of a bank in London mailed to the holderof the relevant Definitive Registered Note at his address appearing in the Register. However, uponapplication by the holder of a Definitive Registered Note not less than 15 days before the due datefor any payment in respect of a Definitive Registered Note, such payment may be made by transferto a sterling account maintained by the payee with a bank in London. Each payment in respect ofa Definitive Bearer Note will be made by transfer to a sterling account maintained by the payee witha branch of a bank in London.

(g) If any amount of principal is improperly withheld or refused on or in respect of any Note of aparticular class or part thereof, the interest which continues to accrue in respect of such Note of thatclass in accordance with Condition 4 will be paid:

(i) against presentation of a Note in bearer form of that class at the specified office of any PayingAgent; or

(ii) to the persons shown in the Register at the close of business on the Record Date.

Holders of Definitive Notes will not be entitled to any interest or other payment in accordance withCondition 4 for any delay after the due date in receiving the amount due:

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(i) as a result of the due date not being a Business Day;

(ii) if the Noteholder is late surrendering the relevant Note (if required to do so); or

(iii) if a cheque which is posted in accordance with this Condition arrives after the due date forpayment.

(h) The names of the Paying Agent and their initial specified offices are listed at the end of theseConditions.

The Issuer reserves the right, subject to the prior written approval of the Note Trustee, at any timeto vary or revoke the appointment of the Paying Agent or Registrar and to appoint additional PayingAgents. The Issuer will at all times maintain a paying agent with a specified office in Luxembourg(for so long as any of the Notes are listed on the Luxembourg Stock Exchange) and will at all timesmaintain a paying agent with a specified office in Ireland (for so long as any of the Notes are listedon the Irish Stock Exchange). The Issuer will cause at least 30 days’ notice of any change in oraddition to the Paying Agents or their specified offices to be given in accordance with Condition 15.If any Global Note of a particular class is presented for payment on a day which is not a BusinessDay in the place where it is so presented and (in the case of payment by transfer to a sterlingaccount in London as referred to in paragraph (f) above) in the City of London, no further paymentsof additional amounts by way of interest, principal or otherwise shall be due in respect of suchGlobal Note of that class.

(i) If a Paying Agent makes a partial payment in respect of any Note presented to it for payment, suchPaying Agent will endorse on the grid endorsed on such Note (in respect of payments of principaland interest) a statement indicating the amount and date of such payment.

(j) (i) If at any time there is a change in the currency of the United Kingdom such that the Bank ofEngland recognises a different currency or currency unit or more than one currency orcurrency unit as the lawful currency of the United Kingdom, then references in, andobligations arising under, the Notes outstanding at the time of any such change and which areexpressed in sterling shall be translated into and/or any amount becoming payable under theNotes thereafter as specified in these Conditions shall be paid in the currency or currency unitof the United Kingdom, and in the manner designated by the Paying Agent.

Any such translation shall be made at the official rate of exchange recognised for that purposeby the Bank of England.

(ii) Where such a change in currency occurs, the Global Note in respect of the Notes thenoutstanding and the Conditions relating to such Notes shall be amended in the manneragreed by the Issuer and the Note Trustee so as to reflect that change and, so far aspracticable, to place the Issuer, the Note Trustee and the Noteholders in the same positioneach 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 otherconventions arising in connection with such change in currency). All amendments madepursuant to this Condition 6(j) will be binding upon holders of such Notes.

(iii) Notification of the amendments made to Notes pursuant to this Condition 6(j) will be made inaccordance with Condition 15 which will state, inter alia, the date on which such amendmentsare to take or took effect, as the case may be.

(k) For the purpose of this Condition 6, Business Day shall mean a day (other than a Saturday orSunday) on which banks are generally open for business in the relevant place.

7. Taxation

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

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8. Prescription

The Notes shall become void unless presented for payment within a period of 10 years in respect ofprincipal and 5 years in respect of interest from the relevant date in respect thereof. After the date onwhich a Note becomes void in its entirety, no claim may be made in respect thereof. In this Condition 8,the relevant date, in respect of a Note, is the date on which a payment in respect thereof first becomesdue or (if the full amount of the monies payable in respect of all the Notes due on or before that date hasnot been duly received by the Paying Agents or the Note Trustee on or prior to such date) the date onwhich notice that the full amount of such monies has been received is duly given to the Noteholders inaccordance with Condition 15.

9. Issuer Events of Default

(a) For so long as any of the Class A Notes are outstanding, the Note Trustee may, in its absolutediscretion, and if so requested in writing by the holder of not less than 25 per cent. in aggregate ofthe Principal Amount Outstanding of the Class A Notes or if so directed by or pursuant to anExtraordinary Resolution of the Class A Noteholders shall, (subject, in each case, to it first beingindemnified to its satisfaction) give notice (a Class A Note Acceleration Notice) to the Issuerdeclaring the Class A Notes to be due and repayable at any time after the happening of any of thefollowing events (each a Class A Issuer Event of Default):

(i) default is made for a period of three days in the payment of the principal of, or default is madefor a period of five days in the payment of interest on, any Class A Note when and as the sameought to be paid in accordance with these Conditions (other than in respect of any Class A8Step-Up Amount); or

(ii) default is made by the Issuer in the performance or observance of any obligation binding uponit under the Notes, the Trust Deed or the Issuer Deed of Charge and, in any such case (exceptwhere the Note Trustee (or, in the case of the Issuer Deed of Charge, the Issuer SecurityTrustee) certifies that, in its opinion, such default is incapable of remedy when no notice willbe required) such default continues for a period of 14 days following the service by the NoteTrustee (or, in the case of the Issuer Deed of Charge, the Issuer Security Trustee) on theIssuer of notice requiring the same to be remedied; or

(iii) the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as isreferred to in Condition 9(a)(iv) below, ceases or, through an authorised action of the boardof directors of the Issuer, threatens to cease to carry on business or a substantial part of itsbusiness or the Issuer is deemed unable to pay its debts as and when they fall due within themeaning of Section 123(1) and (2) of the Insolvency Act 1986 (as that section may beamended) (except that the words ‘‘if it is proved to the satisfaction of the Court’’ contained inSections 123(1)(e) and 123(2) are omitted), admits in writing its inability to pay its debts orfails generally to pay its debts as they fall due; or

(iv) an order is made or an effective resolution is passed for the winding-up of the Issuer excepta winding-up for the purposes of or pursuant to an amalgamation or reconstruction the termsof which have previously been approved by either by the Note Trustee in writing or by anExtraordinary Resolution of the Class A Noteholders; or

(v) proceedings shall be initiated against the Issuer under any applicable liquidation, insolvency,composition, reorganisation or other similar laws (including, but not limited to, presentation ofan application for an administration order or filing of documents with the court for adminis-tration) and such proceedings are not, in the opinion of the Issuer Security Trustee, beingdisputed in good faith with a reasonable prospect of success or a formal notice is given of anintention to appoint an administrator in relation to the Issuer, or an administration order shallbe granted, or the appointment of an administrator takes effect or an administrative receiveror other receiver, liquidator or other similar official shall be appointed in relation to the Issueror 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 theundertaking or assets of the Issuer, or a distress, execution or diligence or other process shallbe levied or enforced upon or sued out against the whole or any substantial part of theundertaking or assets of the Issuer and such possession or process (as the case may be)shall not be discharged or otherwise ceases to apply within 15 days, or the Issuer initiates orconsents to judicial proceedings relating to itself under applicable liquidation, insolvency,

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composition, reorganisation or other similar laws or makes a conveyance or assignment forthe benefit of its creditors generally or a composition or a similar arrangement with its creditorsor takes steps with a view to obtaining a moratorium in respect of its indebtedness (including,without limitation, the filing of documents with the court),

provided that, in the case of each of the events described in Condition 9(a)(ii), the Note Trustee (orthe Issuer Security Trustee, as the case may be) shall have certified to the Issuer in writing thatsuch event is, in its opinion, materially prejudicial to the interests of the Class A Noteholders.

Under the terms of the Second MBIA Financial Guarantee, MBIA does not guarantee anyaccelerated payment pursuant to Condition 9 in respect of the Class A7 Notes or the Class A8Notes. In these circumstances, MBIA’s obligations will be to continue to pay the GuaranteedAmounts as they fall Due for Payment (as defined in the Second MBIA Financial Guarantee) oneach Interest Payment Date. MBIA will not be obliged under any circumstances to, but may at itsoption, accelerate payment under the Second MBIA Financial Guarantee.

(b) Subject to Condition 17, for so long as any of the Class B Notes are outstanding, the Note Trusteemay, in its absolute discretion, and if so requested in writing by the holder of not less than 25 percent. in aggregate of the Principal Amount Outstanding of the Class B Notes or if so directed by orpursuant to an Extraordinary Resolution of the Class B Noteholders shall, (subject, in each case,to it first being indemnified to its satisfaction) give notice (a Class B Note Acceleration Notice) tothe Issuer declaring the Class B Notes to be due and repayable at any time after the happening ofany of the following events (each a Class B Issuer Event of Default) or the giving of a Class ANote Acceleration Notice (for so long as any of the Class A Notes are outstanding):

(i) default is made for a period of three days in the payment of the principal of, or default is madefor a period of five days in the payment of interest on, any Class B Note when and as the sameought to be paid in accordance with these Conditions; or


(iii) the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as isreferred to in Condition 9(b)(iv) below, ceases or, through an authorised action of the boardof directors of the Issuer, threatens to cease to carry on business or a substantial part of itsbusiness or the Issuer is deemed unable to pay its debts as and when they fall due within themeaning of Section 123(1) and (2) of the Insolvency Act 1986 (as that section may beamended) (except that the words ‘‘if it is proved to the satisfaction of the Court’’ contained inSections 123(1)(e) and 123(2) are omitted), admits in writing its inability to pay its debts orfails generally to pay its debts as they fall due; or

(iv) an order is made or an effective resolution is passed for the winding-up of the Issuer excepta winding-up for the purposes of or pursuant to an amalgamation or reconstruction the termsof which have previously been approved by the Note Trustee in writing or by an ExtraordinaryResolution of the Class B Noteholders; or

(v) proceedings shall be initiated against the Issuer under any applicable liquidation, insolvency,composition, reorganisation or other similar laws (including, but not limited to, presentation ofan application for an administration order or filing of documents with the court for adminis-tration) and such proceedings are not, in the opinion of the Issuer Security Trustee, beingdisputed in good faith with a reasonable prospect of success or a formal notice is given of anintention to appoint an administrator in relation to the Issuer, or an administration order shallbe granted, or the appointment of an administrator takes effect or an administrative receiveror other receiver, liquidator or other similar official shall be appointed in relation to the Issueror 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 theundertaking or assets of the Issuer, or a distress, execution or diligence or other process shallbe levied or enforced upon or sued out against the whole or any substantial part of the

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undertaking or assets of the Issuer and such possession or process (as the case may be)shall not be discharged or otherwise ceases to apply within 15 days, or the Issuer initiates orconsents to judicial proceedings relating to itself under applicable liquidation, insolvency,composition, reorganisation or other similar laws or makes a conveyance or assignment forthe benefit of its creditors generally or a composition or similar arrangement with the creditorsor takes steps with a view to obtaining a moratorium in respect of its indebtedness (including,without limitation, the filing of documents with the court),

provided that, in the case of each of the events described in Condition 9(b)(ii), the Note Trustee (orthe Issuer Security Trustee, as the case may be) shall have certified to the Issuer in writing thatsuch event is, in its opinion, materially prejudicial to the interests of the Class A Noteholders whilstany Class A Notes are outstanding or, if there are no Class A Notes outstanding, to the interests ofthe Class B Noteholders and provided further that a Class A Note Acceleration Notice has beengiven (for so long as any of the Class A Notes are outstanding).

(c) Subject to Condition 17, for so long as any of the Class C Notes are outstanding, the Note Trusteemay, in its absolute discretion, and if so requested in writing by the holder of not less than 25 percent. in aggregate of the Principal Amount Outstanding of the Class C Notes or if so directed by orpursuant to an Extraordinary Resolution of the Class C Noteholders shall, (subject, in each case,to it first being indemnified to its satisfaction) give notice (a Class C Note Acceleration Notice and,each of a Class A Note Acceleration Notice, a Class B Note Acceleration Notice and a Class C NoteAcceleration Notice, a Note Acceleration Notice) to the Issuer declaring the Class C Notes to bedue and repayable at any time after the happening of any of the following events (each a Class CIssuer Event of Default) or the giving of a Class A Note Acceleration Notice (for so long as any ofthe Class A Notes are outstanding) or Class B Note Acceleration Notice (for so long as any of theClass B Notes are outstanding):

(i) default is made for a period of three days in the payment of the principal of, or default is madefor a period of five days in the payment of interest on, any Class C Note when and as the sameought to be paid in accordance with these Conditions (other than in respect of any Class C1Step-Up Amount); or


(iii) the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as isreferred to in Condition 9(c)(iv) below, ceases or, through an authorised action of the boardof directors of the Issuer, threatens to cease to carry on business or a substantial part of itsbusiness or the Issuer is deemed unable to pay its debts as and when they fall due within themeaning of Section 123(1) and (2) of the Insolvency Act 1986 (as that section may beamended) (except that the words ‘‘if it is proved to the satisfaction of the Court’’ contained inSections 123(1)(e) and 123(2) are omitted), admits in writing its inability to pay its debts orfails generally to pay its debts as they fall due; or

(iv) an order is made or an effective resolution is passed for the winding-up of the Issuer excepta winding-up for the purposes of or pursuant to an amalgamation or reconstruction the termsof which have previously been approved by the Note Trustee in writing or by an ExtraordinaryResolution of the Class C Noteholders; or

(v) proceedings shall be initiated against the Issuer under any applicable liquidation, insolvency,composition, reorganisation or other similar laws (including, but not limited to, presentation ofan application for an administration order or filing of documents with the court for adminis-tration) and such proceedings are not, in the opinion of the Issuer Security Trustee, beingdisputed in good faith with a reasonable prospect of success or a formal notice is given of anintention to appoint an administrator in relation to the Issuer, or an administration order shallbe granted, or the appointment of an administrator takes effect or an administrative receiveror other receiver, liquidator or other similar official shall be appointed in relation to the Issueror in relation to the whole or any substantial part of the undertaking or assets of the Issuer,

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or an encumbrancer shall take possession of the whole or any substantial part of theundertaking or assets of the Issuer, or a distress, execution or diligence or other process shallbe levied or enforced upon or sued out against the whole or any substantial part of theundertaking or assets of the Issuer and such possession or process (as the case may be)shall not be discharged or otherwise ceases to apply within 15 days, or the Issuer initiates orconsents to judicial proceedings relating to itself under applicable liquidation, insolvency,composition, reorganisation or other similar laws or makes a conveyance or assignment forthe benefit of its creditors generally or a composition or similar arrangement with the creditorsor takes steps with a view to obtaining a moratorium in respect of its indebtedness (including,without limitation, the filing of documents with the court),

provided that, in the case of each of the events described in Condition 9(c)(ii), the Note Trustee (orthe Issuer Security Trustee, as the case may be) shall have certified to the Issuer in writing thatsuch event is, in its opinion, materially prejudicial to the interests of the Class A Noteholders whilstany Class A Notes are outstanding, or, if there are no Class A Notes outstanding, to the interestsof the Class B Noteholders, whilst any Class B Notes are outstanding or, if there are no Class ANotes and Class B Notes outstanding, to the interests of the Class C Noteholders and providedfurther that a Class A Note Acceleration Notice (for so long as any of the Class A Notes areoutstanding) and a Class B Note Acceleration Notice (for as long as any of the Class B Notes areoutstanding) have been given.

10. Enforcement

Each of the Note Trustee and the Issuer Security Trustee may, at any time, at its discretion and withoutnotice, take such proceedings against the Issuer or any other person as it may think fit to enforce theprovisions of these Conditions or any of the Transaction Documents (other than, in the case of the ClassB Notes and the Class C Notes, proceedings for the winding-up or administration of the Issuer at anytime while there are Class A Notes outstanding without the consent of the holders of at least 25 per cent.in aggregate of the Principal Amount Outstanding of the Class A Notes and, if there are no Class A Notesoutstanding, other than, in the case of the Class C Notes, proceedings for the winding-up oradministration of the Issuer at any time while there are Class B Notes outstanding without the consentof the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of the Class BNotes), and, at any time after an Issuer Event of Default has occurred a Note Acceleration Notice maybe given in accordance with Condition 9 and the Note Trustee may, at its discretion and without notice,direct the Issuer Security Trustee to give a notice (an Issuer Enforcement Notice) to the Issuerdeclaring the whole of the Issuer Security to be enforceable and to take such steps as it may think fit toenforce the Issuer Security but neither the Note Trustee nor the Issuer Security Trustee shall be boundto take any such proceedings or steps unless:

(a) it shall have been so directed by an Extraordinary Resolution of the Class A Noteholders or sorequested in writing by the holders of at least 25 per cent. in aggregate of the Principal AmountOutstanding of the Class A Notes; or

(b) subject in all cases to restrictions contained in the Trust Deed or, as the case may be, the IssuerDeed of Charge to protect the interests of the Class A Noteholders, it shall have been so directedby an Extraordinary Resolution of the Class B Noteholders or so requested in writing by the holdersof at least 25 per cent. in aggregate of the Principal Amount Outstanding of the Class B Notes; or

(c) subject in all cases to restrictions contained in the Trust Deed or, as the case may be, the IssuerDeed of Charge to protect the interests of the Class A Noteholders and the Class B Noteholders,it shall have been so directed by an Extraordinary Resolution of the Class C Noteholders or sorequested in writing by the holders of at least 25 per cent. in aggregate of the Principal AmountOutstanding of the Class C Notes; or

(d) in the case of the Issuer Security Trustee and subject to restrictions contained in the Trust Deed or,as the case may be, the Issuer Deed of Charge to protect the interests of the Class A Noteholders,the Class B Noteholders and the Class C Noteholders, it shall have been so requested by any otherIssuer Secured Creditor (including MBIA); and

(e) in all cases, it shall have been indemnified to its satisfaction.

No Noteholder shall be entitled to proceed directly against the Issuer unless the Note Trustee or, as thecase may be, the Issuer Security Trustee, having become bound so to do, fails to do so within areasonable period and such failure shall be continuing.

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In exercising its duty or discretion under this Condition 10, the Note Trustee shall disregard any Step-UpAmount for the purposes of determining whether there is any particular class of Notes outstanding.

11. Meetings of Noteholders, Modification and Waiver

(a) The Trust Deed contains provisions for convening meetings of the Noteholders and, in thecircumstances set out in the Trust Deed, separate meetings of each class of Noteholders toconsider any matter affecting their interests, including proposals by Extraordinary Resolution of theNoteholders or the relevant class thereof, as the case may be, to modify, or to sanction themodification of, the Notes, or the relevant class thereof (including these Conditions), or theprovisions of any of the Transaction Documents.

(b) An Extraordinary Resolution passed at any meeting of the Class A Noteholders shall be binding onall Class A Noteholders, Class B Noteholders and Class C Noteholders irrespective of the effectupon them, except an Extraordinary Resolution to sanction a modification of these Conditions orany of the Transaction Documents or a waiver or authorisation of any breach or proposed breachof any of the provisions of any of the Transaction Documents will not take effect unless the NoteTrustee is of the opinion that it would not be materially prejudicial to the interests of the Class BNoteholders and the Class C Noteholders or it shall have been sanctioned by an ExtraordinaryResolution of the Class B Noteholders and the Class C Noteholders subject, in certain cases, toobtaining the consent of certain of the other Issuer Secured Creditors.

An Extraordinary Resolution passed at any meeting of the Class B Noteholders shall be binding onall Class B Noteholders and Class C Noteholders irrespective of its effect upon them, except anExtraordinary Resolution passed at any meeting of Class B Noteholders shall not be effective forany 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 ofthe Class A Noteholders; or

(ii) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders.

An Extraordinary Resolution passed at any meeting of the Class C Noteholders shall be binding onall Class C Noteholders irrespective of its effect upon them, except an Extraordinary Resolutionpassed at any meeting of the Class C Noteholders shall not be effective for any purposes while theClass A Notes and/or the Class B Notes remain outstanding unless either:

(i) the Note Trustee is of the opinion that it would not be materially prejudicial to theinterests of the Class A Noteholders or the Class B Noteholders; or

(ii) it is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or theClass B Noteholders.

(c) Subject as provided below, the quorum at any meeting of Noteholders, or as the case may be, therelevant class of Noteholders for passing an Extraordinary Resolution will be two or more personsholding or representing not less than 50 per cent. of the Principal Amount Outstanding of the Notesor, as the case may be, relevant class of Notes or, at any adjourned meeting, two or more personsbeing or representing Noteholders of whatever the aggregate Principal Amount Outstanding of theNotes or, as the case may be, the relevant class of Notes so held or represented. Except in respectof Noteholder Reserved Matters, for the purposes of determining if a meeting is quorate, MBIA shallbe deemed to be two persons.

(d) The quorum at any meeting of Noteholders or, as the case may be, the relevant class ofNoteholders for passing an Extraordinary Resolution in respect of a Basic Terms Modification shallbe two or more persons holding or representing not less than three-quarters or, at any adjournedmeeting, two or more persons representing not less than one-quarter of the aggregate PrincipalAmount Outstanding of the Notes or, as the case may be, the relevant class of Notes for the timebeing outstanding.

(e) The Note Trustee, or, as the case may be, the Issuer Security Trustee, may agree, without theconsent of the Noteholders:

(i) to any modification (except a Basic Terms Modification) of, or to any waiver or authorisationof, any breach or proposed breach of the Notes (including these Conditions) or any of theTransaction Documents which, in the opinion of the Note Trustee, or, as the case may be, theIssuer Security Trustee, is not materially prejudicial to, inter alia, the interests of theNoteholders; or

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(ii) to any modification which, in the opinion of the Note Trustee, or, as the case may be, theIssuer Security Trustee, is to correct a manifest error or is of a formal, minor or technicalnature.

The Note Trustee may also, without the consent of the Class A Noteholders, the Class BNoteholders or the Class C Noteholders, determine that a Class A Issuer Event of Default, ClassB Issuer Event of Default or Class C Issuer Event of Default, respectively, shall not, or shall notsubject to specified conditions, be treated as such. Any such modification, waiver, authorisation ordetermination shall be binding on the Class A Noteholders, the Class B Noteholders or the ClassC Noteholders, respectively, and, unless the Note Trustee, or, as the case may be, the IssuerSecurity Trustee agrees otherwise, any such modification shall be notified to MBIA (prior to theoccurrence of an MBIA Termination Event), the Class A Noteholders, the Class B Noteholders andthe Class C Noteholders as soon as practicable thereafter in accordance with Condition 15.

(f) Notwithstanding Condition 11(j), the Noteholders (including the Class A7 Noteholders and theClass A8 Noteholders) shall be entitled to vote on, inter alia, the following matters (each, a BasicTerms Modification):

(i) modification of any date fixed for redemption (in whole or in part) or the final maturity of theNotes of any class or modification of the amount repayable in respect of the Notes of anyclass on any such date;

(ii) reduction or cancellation of the principal amount payable on the Notes of any class or thepriority of redemption of the Notes of any class;

(iii) alteration of the amount of interest payable on the Notes or modification of the method ofcalculating the amount of interest payable on the Notes of any class or modification of the dateof payment of any interest payable on the Notes of any class;

(iv) alteration of the currency in which payments under the Notes of any class and the Couponsappertaining thereto are to be made;

(v) alteration of the majority required to pass an Extraordinary Resolution or the manner in whichsuch majority is constituted; and

(vi) the sanctioning of any scheme or proposed exchange or substitution or sale of any of theNotes of any class for, or the conversion of any of the Notes of any class into, or thecancellation of any of the Notes of any class in consideration of shares, stock, notes, bonds,debentures, debenture stock and/or other obligations and/or securities of the Issuer or of anyother body corporate formed or to be formed, or for or into or in consideration of cash, or partlyfor or into or in consideration of such shares, stock, notes, bonds, debenture stock and/orother obligations and/or securities as aforesaid and partly for or into or in consideration ofcash,

provided no Basic Terms Modification in respect of the Class A7 Notes or the Class A8 Notes willbe effective unless consented to in writing by MBIA (provided no MBIA Termination Event hasoccurred and is continuing).

The Note Trustee and the Issuer Security Trustee may, without the consent of the Noteholders,agree to the substitution of a company incorporated in any jurisdiction in place of the Issuer asprincipal obligor in respect of the Notes and as lender under the Issuer/Borrower FacilityAgreement, provided that no such substitution may occur if it will result in a downgrading of the thencurrent ratings of any class of the Notes or the then current Underlying Rating of any class of theClass A7 Notes or the Class A8 Notes by the Rating Agencies then rating the Notes and the consentof MBIA is obtained (provided that no MBIA Termination Event has occurred and is continuing).

The Note Trustee and the Issuer Security Trustee may also agree, without the consent of theNoteholders, to a change of the laws governing the Notes and/or the Transaction Documentsprovided that such change would not, in the opinion of the Note Trustee (or, as the case may be,the Issuer Security Trustee), be materially prejudicial to the interests of the Noteholders.

(g) The Note Trustee and the Issuer Security Trustee shall be entitled to assume, for the purposes ofexercising any power, trust, authority, duty or discretion under or in relation to these Conditions orany of the other Transaction Documents, that such exercise will not be materially prejudicial to theinterests of the Noteholders or any class or classes thereof if each of the Rating Agencies then

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rating the Notes has confirmed that the then current ratings of the Notes and the then currentUnderlying Rating of the Class A7 Notes or the Class A8 Notes or, as the case may be, the relevantclass or classes thereof would not be adversely affected by such exercise. The Note Trustee andthe Issuer Security Trustee shall, for these purposes, disregard the Second MBIA FinancialGuarantee when considering the interests of the holders of the Class A7 Notes and the Class A8Notes except in certain circumstances set out in the Trust Deed and the Issuer Deed of Charge.

Where the Note Trustee or the Issuer Security Trustee is required, in connection with the exerciseof its powers, trusts, authorities, duties and discretions, to have regard to the interests of theNoteholders of any class, it shall have regard to the interests of such Noteholders as a class and,in particular, but without prejudice to the generality of the foregoing, shall not have regard to, or bein any way liable for, the consequences of such exercise for individual Noteholders resulting fromtheir being for any purpose domiciled or resident in, or otherwise connected with, or subject to thejurisdiction of, any particular territory and the Note Trustee or, as the case may be, the IssuerSecurity Trustee shall not be entitled to require, nor shall any Noteholder be entitled to claim, fromthe Issuer or the Note Trustee or, as the case may be, the Issuer Security Trustee or any otherperson, any indemnification or payment in respect of any tax consequence of any such exerciseupon individual Noteholders.

(h) For the purposes of these Conditions:

MBIA Event of Default means each of the following events:

(i) any Guaranteed Amount (as defined in the Second MBIA Financial Guarantee) which is Duefor Payment (as so defined) is unpaid by reason of non-payment and is not paid by MBIAwithin two Business Days of the date stipulated in the Second MBIA Financial Guarantee;

(ii) MBIA disclaims, repudiates and/or challenges the validity of any of its obligations under theSecond MBIA Financial Guarantee;

(iii) MBIA:

(aa) presents any petition, commences any case or takes any proceedings for the winding-upor the appointment of an administrator or receiver (including an administrative receiveror manager), conciliator, trustee, assignee, custodian, sequestrator, liquidator or similarofficial under any Insolvency Law, of MBIA (or, as the case may be, of a material part ofits property or assets) under any Insolvency Law;

(bb) makes or enters into any general assignment, composition, arrangement (including avoluntary arrangement under Part 1 of the Insolvency Act 1986) or equivalent legislationor compromise with or for the benefit of any of its creditors;

(cc) has a final and non-appealable order for relief entered against it under any InsolvencyLaw; or

(dd) has a final and non-appealable order, judgment or decree of a court of competentjurisdiction entered against it appointing any administrative receiver, trustee, assignee,liquidator, administrator or similar official under any Insolvency Law for MBIA or all or anymaterial part of its property or assets.

For the purpose of this definition, Insolvency Law means any applicable United Kingdombankruptcy or insolvency law, including the Enterprise Act 2002, the Insolvency Act 2000, theInsolvency Act 1986, the Insolvency Rules 1986, the Insolvency Regulations 1994 or any legislationpassed in substitution or replacement thereof or amendment thereof or similar law, statute orregulation for the relief of debtors of the United Kingdom or any other applicable jurisdiction.

MBIA Termination Event means MBIA has no further obligations, actual or contingent, under theSecond MBIA Financial Guarantee and no amounts are then owing to MBIA under the SecondMBIA Financial Guarantee, the Second Guarantee and Reimbursement Agreement, the SecondMBIA Financial Guarantee Fee Letter, the Transaction Documents, the surveillance letter to beexecuted contemporaneously with the Second Guarantee and Reimbursement Agreement, theNotes or any other document executed pursuant to or in connection with any of these documents.

Underlying Rating means, at any time, the rating given or which would be given by each of theRating Agencies at that time rating the Class A7 Notes or the Class A8 Notes to those Notesdisregarding the benefit of the Second MBIA Financial Guarantee.

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(i) Subject to Condition 11(j), and provided that no MBIA Event of Default has occurred and iscontinuing, MBIA shall have the right to give requests or directions to the Note Trustee and/or theIssuer Security Trustee and to vote at meetings of the Noteholders as if it were the holder of 100per cent. of the then aggregate Principal Amount Outstanding of the Class A7 Notes and the ClassA8 Notes to the exclusion of any rights which the Class A7 Noteholders or the Class A8 Noteholderswould otherwise have to vote or to direct the Note Trustee and/or the Issuer Security Trustee. Forso long as such provisions apply, for the purposes of determining whether or not a request ordirection has been given by a holder of not less than the required percentage in aggregate PrincipalAmount Outstanding of the relevant Notes or whether any meeting of Noteholders is quorate andfor counting votes cast at any such meeting of Noteholders, MBIA shall be treated as the holder of100 per cent. of the then aggregate Principal Amount Outstanding of the Class A7 Notes and theClass A8 Notes.

In respect of a separate meeting of the Class A7 Notes or the Class A8 Notes, as the case may be,MBIA shall not be required to attend such meeting but may instead deliver written instructions to theNote Trustee and/or the Issuer Security Trustee as to its vote on each of the items in the relevantnotice within 10 Business Days of receipt of notice of such meeting.

If a single meeting of all the Class A Notes has been convened, MBIA may attend and vote at suchmeeting of the Class A Noteholders in respect of 100 per cent. of the then aggregate PrincipalAmount Outstanding of the Class A7 Notes and the Class A8 Notes, as the case may be, or, notless than 5 Business Days prior to such meeting, give written instructions to the Note Trustee or theIssuer Security Trustee of its vote to be counted at such meeting.

MBIA’s rights under this Condition 11(i) shall cease to apply if an MBIA Termination Event is thenin effect.

(j) MBIA will not be entitled to give requests or directions to the Note Trustee or to vote at meeting ofthe Noteholders as if it were the holder of 100 per cent. of the then Principal Amount Outstandingof the Class A7 Notes or the Class A8 Notes pursuant to Condition 11(i) to the extent that suchrequest, direction or, as the case may be, vote relates to the following matters (each a NoteholderReserved Matter):

(i) any Basic Terms Modification in relation to the Class A7 Notes or the Class A8 Notes(although such Basic Terms Modification will, in accordance with Condition 11(f), be subjectto the prior written consent of MBIA (provided no MBIA Termination Event has occurred andis continuing);

(ii) any modification of the obligations or liabilities of MBIA set forth in, or waiver or authorisationof any breach or proposed breach by MBIA of, any provision of the Trust Deed applicable toMBIA, the Second MBIA Financial Guarantee, the Second Guarantee and ReimbursementAgreement or any other Transaction Document to which MBIA is or will be a party and whichis applicable to MBIA;

(iii) the release or termination of the Second MBIA Financial Guarantee (other than pursuant tothe Trust Deed or the Second MBIA Financial Guarantee) or the substitution of another entityin place of MBIA as financial guarantor thereunder (other than in accordance with the TrustDeed and the Second MBIA Financial Guarantee);

(iv) any modification of, or waiver or authorisation of any breach or proposed breach by MBIA of,any provision in any Transaction Document the effect of which would result in the obligationsor liabilities of MBIA under the Second MBIA Financial Guarantee being in any way modified,waived, authorised, reduced, altered or varied;

(v) any determination contemplated or required under the Trust Deed as to the occurrence orotherwise of an MBIA Event of Default and/or MBIA Termination Event; and

(vi) any claim against MBIA under, or enforcement against MBIA of any provision of, the SecondMBIA Financial Guarantee or any other Transaction Document.

12. Indemnification and Exoneration of the Note Trustee and the Issuer Security Trustee

Each of the Trust Deed and the Issuer Deed of Charge contain provisions governing the responsibility(and relief from responsibility) of the Note Trustee and the Issuer Security Trustee respectively andproviding for their indemnification in certain circumstances, including provisions relieving them from

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taking enforcement proceedings or, in the case of the Issuer Security Trustee, enforcing the IssuerSecurity or the Parent Guarantor Security unless indemnified to its satisfaction.

Each of the Trust Deed and Issuer Deed of Charge contain provisions expressly declaring that the onlyliability that the Note Trustee and the Issuer Security Trustee can incur against the Issuer or the ParentGuarantor will be in relation to any express contractual obligations that the Note Trustee or IssuerSecurity Trustee has undertaken for the benefit of the Issuer or the Parent Guarantor pursuant to theTransaction Documents.

The Note Trustee and the Issuer Security Trustee and their related companies are entitled to enter intobusiness transactions with the Issuer and any affiliates of the Issuer without accounting for any profitresulting therefrom.

The Issuer Security Trustee will not be responsible for any loss, expense or liability which may besuffered as a result of any assets comprised in the Issuer Security or the Parent Guarantor Security, orany deeds or documents of title thereto, being uninsured or inadequately insured or being held by or tothe order of clearing organisations or their operators or by intermediaries such as banks, brokers or othersimilar persons on behalf of the Issuer Security Trustee.

13. Definitive Notes

Definitive Notes will only be issued in the following limited circumstances:

(i) (a) in the case of New Rule 144A Global Notes, the Depository Trust Company (DTC) is atany time unwilling or unable to continue as the Holder with respect to the CDIs or is atany time unwilling or unable to continue as or ceases to be a clearing agency registeredunder the United States Securities Exchange Act of 1934, as amended (the ExchangeAct) and a successor to DTC registered as a clearing agency under the Exchange Actis not able to be appointed by the Issuer within 90 days of such notification; or

(b) in the case of Reg S Global Notes, either Euroclear Bank S.A./N.V. as operator of theEuroclear System (Euroclear) or Clearstream Banking, société anonyme (Clear-stream, Luxembourg) is closed for business for a continuous period of 14 days (otherthan by reason of holiday, statutory or otherwise) or announces an intention permanentlyto cease business; or

(ii) in the case of New Rule 144A Global Notes, if the Depositary is at any time unwilling or unableto continue as Depositary and a successor Depositary is not able to be appointed by theIssuer with the prior written consent of the Note Trustee within 90 days; or

(iii) a Noteholder requests such exchange in writing after the Note Trustee has given an IssuerEnforcement Notice to the Issuer; or

(iv) the Issuer would suffer a material disadvantage in respect of the Notes as a result of a changein the laws or regulations (taxation or otherwise) of any applicable jurisdiction or paymentsbeing made net of tax which would not be suffered were the relevant Notes in definitive formand a certificate to such effect signed by two directors of the Issuer is delivered to the NoteTrustee.

If Definitive Notes are issued, the beneficial interests represented by the Reg S Global Note of each classshall be exchanged by the Issuer for Reg S Definitive Notes and the beneficial interests represented bya Note initially offered and sold within the United States to qualified institutional buyers in reliance onRule 144A (Rule 144A Note) of each class shall be exchanged by the Issuer for Rule 144A DefinitiveNotes, in each case, in an aggregate principal amount equal to the Principal Amount Outstanding of therelevant Reg S Global Note or Rule 144A Global Note, as the case may be, subject to and in accordancewith the detailed provisions of the Existing Notes Agency Agreement, the First New Notes AgencyAgreement, the Second New Notes Agency Agreement, the Trust Deed and the relevant Global Notes.

14. Replacement of Definitive Notes

If any Note of a particular class is mutilated, defaced, lost, stolen or destroyed, it may be replaced at thespecified office of the Paying Agent (in respect of the Global Notes or Definitive Bearer Notes) or at theLuxembourg office (if the relevant Notes are then listed on the Luxembourg Stock Exchange) or Ireland(if the relevant Notes are then listed on the Irish Stock Exchange) of the Registrar (in respect of theDefinitive Registered Notes). Replacement of any mutilated, defaced, stolen or destroyed Note will only

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be made on payment of such costs as may be incurred in connection therewith and on such terms asto evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes must besurrendered before new ones will be issued.

15. Notice to Noteholders

(a) (i) Subject to Condition 15(a)(iv), any notice regarding the Notes to Noteholders shall be deemedto have been duly given if published in a leading daily newspaper printed in the Englishlanguage and with general circulation in London (which is expected to be the FinancialTimes).

(ii) (A) So long as any of the Notes are listed on the Luxembourg Stock Exchange and the rulesof that exchange so require any notice regarding the Notes to the Noteholders shall bedeemed to have been duly given if published in a leading newspaper having generalcirculation in Luxembourg (which is expected to be d’Wort) or, if this is not practicable,in the opinion of the Note Trustee, in another appropriate newspaper having generalcirculation in Luxembourg previously approved in writing by the Note Trustee.

(B) So long as any of the Notes are listed on the Irish Stock Exchange and the rules of thatexchange so require any notice regarding the Notes to the Noteholders shall be deemedto have been duly given if published in a leading newspaper having general circulationin Ireland (which is expected to be The Irish Times) or, if this is not practicable, in theopinion of the Note Trustee, in another appropriate newspaper having general circula-tion in Ireland previously approved in writing by the Note Trustee.

(iii) Any such notice given in accordance with Condition 15(a)(i) or Condition 15(a)(ii) shall bedeemed to have been given on the date of such publication or, if published more than onceor on different dates, on the first date on which publication is made in the manner required inone of the newspapers referred to above.

(iv) Notwithstanding the provision of Condition 15(a)(i) above, whilst the Notes are represented byGlobal Notes, notices to Noteholders will be valid if delivered to Clearstream, Luxembourgand/or Euroclear for communication by them to Noteholders. Any notice delivered toClearstream, Luxembourg and/or Euroclear as aforesaid shall be deemed to have been givenat the date of delivery.

(b) A copy of each notice given in accordance with this Condition 15 shall be provided to MBIA andeach of the Rating Agencies then rating the Notes.

(c) Notices to holders of the Definitive Registered Notes shall be mailed to them at their respectiveaddresses in the Register and shall be deemed to have been given on the second Business Dayafter mailing. For so long as any of the Notes are listed on the Luxembourg Stock Exchange andthe rules of that Stock Exchange so require, a notice to be given to the holders of DefinitiveRegistered Notes shall also be published in a leading newspaper having general circulation inLuxembourg as provided in Condition 15(a). For so long as any of the Notes are listed on the IrishStock Exchange and the rules of that Stock Exchange so require, a notice to be given to the holdersof Definitive Registered Notes shall also be published in a leading newspaper having generalcirculation in Ireland as provided in Condition 15(a).

(d) For so long as any of the Rule 144A Notes remains outstanding and is a ‘‘restricted security’’ withinthe meaning of Rule 144(a)(3) under the Securities Act, unless the Parent Guarantor is subject toSection 13 or 15(d) under the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b)under the Exchange Act, the Parent Guarantor shall make available to any holder of a Rule 144ANote (or beneficial interest therein) and prospective purchasers of such Rule 144A Note (orbeneficial interest therein), in each case upon request, the information specified in Rule 144A(d)(4)under the Securities Act.

(e) The Note Trustee shall be at liberty to sanction some other method of giving notice to theNoteholders or any class of them if, in its opinion, such other method is reasonable having regardto market practice then prevailing and to the requirements of the stock exchange on which theNotes or any class of them are then listed and provided that notice of such other method is givento the Noteholders in such manner as the Note Trustee shall require, and further provided that, solong as any of the Notes are listed on the Luxembourg Stock Exchange and the rules of that

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

16. Further Issues, Replacement Issues and New Notes

(a) Further Issues

The Issuer shall be at liberty, without the consent of the Noteholders, but subject always to theprovisions of these Conditions and the Trust Deed, to raise further funds, from time to time, on anydate by the creation and issue of further Class A3 Notes (the Further Class A3 Notes) in bearerform carrying the same terms and conditions in all respects (except in relation to the first InterestPeriod) as, and so that the same shall be consolidated and form a single series and rank pari passuwith, the Class A3 Notes and/or the creation and issue of further Class A6 Notes (the Further ClassA6 Notes) in bearer form carrying the same terms and conditions in all respects (except in relationto the first Interest Period) as, and so that the same shall be consolidated and form a single seriesand rank pari passu with, the Class A6 Notes and/or the creation and issue of further Class A7Notes (the Further Class A7 Notes) in bearer form carrying the same terms and conditions in allrespects (except in relation to the first Interest Period) as, and be subject to a guarantee from MBIAon substantially the same terms as the Second MBIA Financial Guarantee, and so that the sameshall be consolidated and form a single series and rank pari passu with, the Class A7 Notes and/orthe creation and issue of further Class A8 Notes (the Further Class A8 Notes and, together withthe Further Class A3 Notes, the Further Class A6 Notes and the Further Class A7 Notes, theFurther Class A Notes)) in bearer form carrying the same terms and conditions in all respects(except in relation to the first Interest Period) as, and be subject to a guarantee from MBIA, onsubstantially the same terms as the Second MBIA Financial Guarantee, and so that the same shallbe consolidated and form a single series and rank pari passu with, the Class A8 Notes and/or thecreation and issue of further Class B1 Notes (the Further Class B1 Notes) in bearer form carryingthe same terms and conditions in all respects (except in relation to the first Interest Period) as, andso that the same shall be consolidated and form a single series and rank pari passu with, the ClassB1 Notes and/or the creation and issue of further Class B2 Notes (the Further Class B2 Notesand, together with the Further Class B1 Notes, the Further Class B Notes) in bearer form carryingthe same terms and conditions in all respects (except in relation to the first Interest Period) as, andso that the same shall be consolidated and form a single series and rank pari passu with, the ClassB2 Notes and/or the creation and issue of further Class C1 Notes (the Further Class C1 Notes andthe Further Class C Notes and together with, the Further Class A Notes and the Further Class BNotes, the Further Notes)) in bearer form carrying the same terms and conditions in all respects(except in relation to the first Interest Period) as, and so that the same shall be consolidated andform a single series and rank pari passu with, the Class C1 Notes , provided that:

(i) the aggregate principal amount of all Further Notes to be issued on such date is not less than£5,000,000;

(ii) such Further Notes are assigned the same ratings as are then applicable to the relevant classof Notes then outstanding and (in the case of the Further Class A7 Notes and the FurtherClass A8 Notes) the same Underlying Rating as are then applicable to the relevant class ofNotes then outstanding by the Rating Agencies then rating the Notes;

(iii) the Rating Agencies then rating the Notes confirm that the then current ratings of the Notesor the then current Underlying Rating of the Class A7 Notes and the Class A8 Notes will notbe downgraded as a result of such issue of Further Notes; and

(iv) an amount not exceeding the proceeds of the issue of such Further Notes will be on-lent bythe Issuer to the Borrower pursuant to the provisions of the Issuer/Borrower FacilityAgreement.

(b) Replacement Issues

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

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

(c) New Notes

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

(d) Supplemental Trust Deeds and Security

Any such Further Notes, Replacement Notes or New Notes will be constituted by a further deed ordeeds supplemental to the Trust Deed and have the benefit of security pursuant to the Issuer Deedof Charge as described in Condition 2.

(e) Notice to Noteholders

The Issuer will cause notice of any issue of Further Notes, Replacement Notes or New Notes to begiven to the Noteholders promptly in accordance with Condition 15.

17. Subordination and Deferral

(a) Interest

Without prejudice to Condition 17(c), if, on any Interest Payment Date, the sums standing to thecredit of the Issuer Transaction Account (excluding any Swap Excluded Amounts) on any InterestPayment Date (the Issuer Available Funds), after deducting the amounts ranking in priority to:

(i) (in the case of the Class A8 Notes), the Class A8 Step-Up Amount;

(ii) (in the case of the Class B Notes), interest on the Class B Notes;

(iii) (in the case of the Class C1 Notes), interest on the Class C1 Notes (other than the Class C1Step-Up Amounts); or

(iv) (in the case of the Class C1 Notes), the Class C1 Step-Up Amount (as the case may be),

(each such reduction being an Interest Residual Amount), are not sufficient to satisfy in full theaggregate amount of interest due and, subject to this Condition 17(a), payable in respect of (i), (ii),(iii) or (iv) (as the case may be) on such Interest Payment Date, there shall instead be payable onsuch Interest Payment Date a pro rata share of the Interest Residual Amount calculated by dividingsuch Interest Residual Amount by the Principal Amount Outstanding of the relevant class of Noteson such Interest Payment Date.

In any such event, the Issuer shall create a provision in its accounts for the shortfall equal to theamount by which the aggregate amount of interest paid in respect of (i), (ii), (iii) or (iv) (as the casemay be) on any Interest Payment Date in accordance with this Condition 17(a) falls short of theaggregate amount of interest payable in respect of (i), (ii), (iii) or (iv) (as the case may be) on thatdate pursuant to Condition 4. Any such shortfall shall itself accrue interest at the same rate as thatpayable in respect of the relevant class of Notes and shall be payable together with such accruedinterest on any succeeding Interest Payment Date only if and to the extent that, on such InterestPayment Date, the relevant Issuer Available Funds, are sufficient to make such payment.

(b) Principal

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

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Class B Notes or the Class C Notes (as the case may be) (the Principal Residual Amount), arenot sufficient to pay in full the aggregate amount of principal due and, subject to this Condition17(b), payable on the Class B Notes or the Class C Notes (as the case may be) on such InterestPayment Date, there shall instead be payable on such Interest Payment Date, by way of principalon each Class B Note or Class C Note (as the case may be), only a pro rata share of the PrincipalResidual Amount on such Interest Payment Date.

In any such event, the Issuer shall create a provision in its accounts for the shortfall equal to theamount by which the aggregate amount of principal paid on the Class B Notes or the Class C Notes(as the case may be) on any Interest Payment Date in accordance with this Condition 17(b) fallsshort of the aggregate amount of principal payable on the Class B Notes or the Class C Notes (asthe case may be) on that date pursuant to Condition 5. Such shortfall shall accrue interest at thesame rate as that payable in respect of the Class B Notes or the Class C Notes (as the case maybe) and shall be payable together with accrued interest on any succeeding Interest Payment Dateonly if and to the extent that on such Interest Payment Date the Issuer Available Funds, afterdeducting the amounts ranking in priority to the payment of any principal in respect of the Class BNotes or the Class C Notes (as the case may be), are sufficient to make such payment.

(c) General

Any amounts of principal or interest in respect of the Notes otherwise payable under theseConditions (or which would have been payable but for an insufficiency of funds on any date) whichare not paid by virtue of this Condition 17 together with accrued interest thereon shall (i) in respectof the Class B1 Notes become payable on the Interest Payment Date falling in June 2025 or onsuch earlier date as the Class B1 Notes become immediately due and repayable under Condition5 or Condition 9; (ii) in respect of the Class B2 Notes become payable on the Interest Payment Datefalling in June 2028 or on such earlier date as the Class B2 Notes become immediately due andrepayable under Condition 5 or Condition 9 and (iii) in respect of the Class C1 Notes, the Class A8Step-Up Amounts and the Class C1 Step-Up Amounts become payable on the Interest PaymentDate falling in June 2035 or on such earlier date as the Class C1 Notes become immediately dueand repayable under Condition 5 or Condition 9.

(d) Notification

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

18. Governing Law

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

19. European Economic and Monetary Union

(a) Notice of redenomination

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

(b) Redenomination

Notwithstanding the other provisions of these Conditions, with effect from the RedenominationDate:

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(i) the Notes shall be deemed to be redenominated into euro in the denomination of euro 0.01with a principal amount for each Note equal to the principal amount of that Note in poundssterling, converted into euro at the rate for conversion of such currency into euro establishedby the Council of the European Union pursuant to the Treaty (including compliance with rulesrelating to rounding in accordance with European Community regulations) and, so far aspracticable, to place the Issuer, the Note Trustee and the Noteholders in the same positioneach would have been in had redenomination not occurred; provided that, if the Issuerdetermines, with the agreement of the Note Trustee and (in respect of the Class A7 Notes andthe Class A8 Notes) MBIA in the circumstances provided in the Second Guarantee andReimbursement Agreement, that then market practice in respect of the redenomination intoeuro 0.01 of internationally offered securities is different from that specified above, suchprovisions shall be deemed to be amended so as to comply with such market practice and theIssuer shall promptly notify the Noteholders, in accordance with Condition 15, each stockexchange (if any) on which the Notes are then listed and the Paying Agents of such deemedamendments and the date or dates on which such amendments are to take or took effect;

(ii) if Notes have been issued in definitive form:

(A) the payment obligations contained in all Notes denominated in pounds sterling willbecome void on the Euro Exchange Date but all other obligations of the Issuerthereunder (including the obligation to exchange such Notes in accordance with thisCondition 19) shall remain in full force and effect; and

(B) new Notes denominated in euro will be issued in exchange for Notes denominated inpounds sterling in such manner as the Paying Agent may specify and as shall be notifiedto the Noteholders in the Euro Exchange Notice;

(iii) all payments in respect of the Notes (other than, unless the Redenomination Date is on orafter such date as the pound sterling ceases to be a sub-division of the euro, payments ofinterest in respect of periods commencing before the Redenomination Date) will be madesolely in euro by cheque drawn on, or by credit or transfer to a euro account (or any otheraccount to which euro may be credited or transferred) maintained by the payee with, a bankin the principal financial centre of any Member State of the European Communities; and

(iv) a Note may only be presented for payment on a day which is a business day in the place ofpresentation. In this Condition 19, business day means, in respect of any place ofpresentation, any day which is a day on which commercial banks are open for generalbusiness in such place of presentation and which is also a day on which the TARGET systemis operating.

(c) Interest

Following redenomination of the Notes pursuant to this Condition 19:

(i) where Notes have been issued in definitive form, the amount of interest due in respect of theNotes will be calculated by reference to the aggregate principal amount of the Notespresented for payment by the relevant holder and the amount of such payment shall berounded down to the nearest euro 0.01; and

(ii) the amount of interest payable in respect of each Note for any Interest Period shall becalculated by:

(A) in the case of the Class A8 Notes and the Class C1 Notes, applying the relevant FRNRate of Interest for such Interest Period to the principal amount of such Class A8 Noteor Class C1 Note (as the case may be) during such Interest Period, multiplying theproduct by the actual number of days in such Interest Period divided by 360 androunding the resulting figure down to the nearest euro 0.01; and

(B) in the case of the Class A3 Notes, the Class A6 Notes, the Class B1 Notes and the ClassB2 Notes, applying the relevant Rate of Interest to the principal amount of such ClassA3 Note, Class A6 Note, Class A7 Note, Class B1 Note, or Class B2 Note, dividing theproduct by four and rounding the figure down to the nearest euro 0.01. If interest isrequired to be calculated for any other period, it will be calculated on the basis of theactual number of days elapsed divided by 365 (or, if any of the days elapsed fall in a leapyear, the sum of the number of those days falling in a leap year divided by 366, and the

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

(d) Rate of Interest

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

(e) Interpretation

In these Conditions:

EMU means European Economic and Monetary Union;

EMU Commencement Date means the date on which the United Kingdom adopts the euroas its lawful currency in accordance with the Treaty;

euro means the single currency introduced at the start of the third stage of EMU pursuant tothe Treaty;

Euro Exchange Date means the date on which the Issuer gives notice (the Euro ExchangeNotice’) to the Noteholders and the Note Trustee that replacement Notes denominated ineuro are available for exchange;

Participating Member State means a Member State of the European Communities whichadopts the euro as its lawful currency in accordance with the Treaty;

TARGET system means the Trans-European Automated Real-Time Gross SettlementExpress Transfer system; and

Treaty means the Treaty establishing the European Community, as amended.

20. Contracts (Rights of Third Parties) Act 1999

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

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SUBSCRIPTION AND SALE

Citigroup Global Markets Limited and The Royal Bank of Scotland plc (the Lead Managers) have,pursuant to a subscription agreement dated 29 July 2005 amongst the Lead Managers, MBIA, the Issuer,PGL, the Parent Guarantor and the Obligors (the Subscription Agreement), agreed to subscribe andpay for the Class A7 Notes at the issue price of 100 per cent. of their initial principal amount, the ClassA8 Notes at the issue price of 100 per cent. of their initial principal amount and the Class C1 Notes atthe issue price of 100 per cent. of their initial principal amount, on the terms and conditions set outtherein. The Issuer will pay to the Lead Managers a selling and underwriting commission of 0.20 per cent.of the aggregate principal amount of the Class A7 Notes and the Class A8 Notes and a selling andunderwriting commission of 0.35 per cent. of the aggregate principal amount of the Class C1 Notes.

The obligations of the Lead Managers under the Subscription Agreement are subject to a number ofconditions precedent and the Subscription Agreement may be terminated by the Lead Managers incertain circumstances prior to the issue of the Second New Notes by the Issuer. Each of the Issuer,MBIA, PGL, the Parent Guarantor and the Obligors has agreed to indemnify the Lead Managers againstcertain liabilities in connection with the issue of the Second New Notes or (in the case of MBIA) theSecond MBIA Financial Guarantee.

Reference should be made to the Subscription Agreement for a complete description of the restrictionson offers or sales of Second New Notes and on distribution of documents. Attention is also drawn to theinformation set out on the inside cover pages of this Offering Circular.

Each Lead Manager has represented, warranted and undertaken in the Subscription Agreement that noaction has been or will be taken in any jurisdiction by the Lead Managers that would or is intended topermit a public offering of the Second New Notes, or possession or distribution of the Offering Circular(in preliminary or final form) or any other offering or publicity material relating to the Notes, in any countryor jurisdiction where registration, consent, approval or any other action for that purpose is required.

The distribution of this Offering Circular and the offer, sale and delivery of the Second New Notes incertain jurisdictions may be restricted by law. Persons into whose possession this Offering Circularcomes are required to inform themselves about, and to observe, any such restrictions.

United Kingdom

Each Lead Manager has further represented to and agreed with the Issuer and each of the Obligors inthe Subscription Agreement that:

(a) during the period up to but excluding 1 July 2005, it has not offered or sold any Second New Notesto persons in the United Kingdom except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent) for the purposesof their businesses or otherwise in circumstances which have not resulted in an offer to the publicin the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (asamended);

(b) it has only communicated or caused to be communicated and will only communicate or cause tobe communicated any invitation or inducement to engage in investment activity (within the meaningof Section 21 of the FSMA) received by it in connection with the issue or sale of any Second NewNotes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(c) it has complied and will comply with all applicable provisions of the FSMA with respect of anythingdone by it in relation to the Second New Notes in, from or otherwise involving the United Kingdom.

United States

Each of the Lead Managers has acknowledged and agreed that the Notes have not been and will not beregistered under the Securities Act, and may not be offered or sold within the United States or to, or forthe account or benefit of, U.S. persons except in certain transactions exempt from the registrationrequirements of the Securities Act. Terms used in this paragraph have the meanings given to them byRegulation S under the Securities Act.

Each of the Lead Managers has acknowledged and agreed that Notes in bearer form are subject to U.S.tax law requirements and may not be offered, sold or delivered within the United States or itspossessions or to a United States person, except in certain transactions permitted by U.S. taxregulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal RevenueCode and regulations thereunder.

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Each of the Lead Managers has also represented and agreed in the Subscription Agreement that it hasnot offered, sold or delivered, and will not offer, sell or deliver, the Notes (i) as part of their distributionat any time and (ii) otherwise until 40 days after the later of the commencement of the offering of theNotes and the Fourth Closing Date, within the United States or to, or for the account or benefit of, U.S.persons, except in accordance with Rule 903 of Regulation S under the Securities Act and, accordingly,that:

(a) neither it nor any of its affiliates (including any person acting on its behalf or any of its affiliates) hasengaged or will engage in any directed selling efforts with respect to the Notes; and

(b) it and its affiliates have complied and will comply with the offering restrictions requirement ofRegulation S under the Securities Act.

Each Lead Manager has also undertaken in the Subscription Agreement that, at or prior to confirmationof sale, it will have sent to each distributor, dealer or person receiving a selling concession, fee or otherremuneration which purchases Notes from it during the restricted period a confirmation or notice insubstantially the following form:

‘‘The Securities covered hereby have not been registered under the United States Securities Act of 1933as amended (the Securities Act) and may not be offered or sold within the United States or to, or for theaccount or benefit of, U.S. persons, (a) as part of their distribution at any time or (b) otherwise until 40days after the later of the commencement of the offering and the Closing Date, except in either case inaccordance with Regulation S under the Securities Act. Terms used above have the meanings given tothem by Regulation S.’’

In addition:

(a) each of the Lead Managers has represented and agreed that except to the extent permitted underUnited States Treasury Regulation Section 1.163-5(c)(2)(i)(D) (the ‘‘D Rules’’) (i) it has not offeredor sold, and during the restricted period that it will not offer or sell, any Notes in bearer form to aperson who is within the United States or its possessions or to a United States person, and (ii) ithas not delivered and will not deliver in definitive form within the United States or its possessionsany Notes in bearer form that are sold during the restricted period;

(b) each of the Lead Managers has further represented and agreed that it has, and throughout therestricted period it will have, in effect procedures reasonably designed to ensure that its employeesor agents who are directly engaged in selling Notes in bearer form are aware that the Notes maynot be offered or sold during the restricted period to a person who is within the United States or itspossessions or to a United States person, except as permitted by the D Rules;

(c) if any of the Lead Managers is a United States person, such Lead Manager has represented thatit is acquiring the Notes in bearer form for purposes of resale in connection with their original issueand if it retains Notes in bearer form for its own account, it will only do so in accordance with therequirements of United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(6); and

(d) with respect to each affiliate of any Lead Manager which acquires Notes in bearer form from it forthe purpose of offering or selling such Notes during the restricted period, the relevant LeadManager has repeated and confirmed the representations and agreements contained in para-graphs (a), (b) and (c) on its behalf.

Terms used in this paragraph have the meanings given to them by Regulation S and by the United StatesInternal Revenue Code of 1986, as amended, and regulations thereunder, including the D Rules.

Each of the Lead Managers has acknowledged and agreed that the Notes may only be offered, sold,resold, delivered or transferred (i) outside the United States to a non-U.S. person in an offshoretransaction in reliance on Rule 903 or 904 of Regulation S or (ii) within the United States after the datethat is 40 days after the later of the commencement of the offering of the Notes and the Closing Date (theDistribution Compliance Period), pursuant to an applicable exemption from the registration require-ments of the Securities Act and in accordance with any applicable securities law of any state of theUnited States.

Cayman Islands

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

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Luxembourg

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

Ireland

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

France

Each Lead Manager has acknowledged, represented and agreed that:

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

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

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

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

General

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

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UNITED KINGDOM TAXATION AND EC DIRECTIVE

The following comments apply only to persons who are the absolute beneficial owners of Second NewNotes and who hold the Second New Notes as investments and is a summary of the Issuer’sunderstanding of current law and H.M. Revenue & Customs’ practice in the United Kingdom as at thedate of this document relating to certain aspects of United Kingdom taxation. There is also a briefdiscussion of Directive 2003/48/EC. The following comments are of a general nature only and thereforeshould be treated with appropriate caution. Some aspects do not apply to certain classes of person (suchas dealers and persons connected with the Issuer) to whom special rules may apply. The followingcomments assume that there will be no substitution of the Issuer and does not consider the taxationconsequences of any such substitution. Prospective Noteholders who may be subject to tax in ajurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek theirown professional advice.

A. INTEREST ON THE SECOND NEW NOTES

1. Payment of interest by the Issuer on the Second New Notes

The Second New Notes issued by the Issuer will constitute ‘‘quoted Eurobonds’’ provided they areand continue to be listed on a ‘‘recognised stock exchange’’ as defined in section 841 of the Incomeand Corporation Taxes Act 1988 (the Act). On the basis of H.M. Revenue & Customs’ publishedinterpretation of the relevant legislation, the Second New Notes will satisfy this requirement if theyare listed by a competent authority in Ireland and are admitted to trading on a recognised stockexchange in that country. The Irish Stock Exchange is a recognised stock exchange for thesepurposes. Whilst the Second New Notes are and continue to be quoted Eurobonds, payments ofinterest on the Second New Notes may be made without withholding or deduction for or on accountof United Kingdom income tax.

Interest on the Second New Notes may also be paid without withholding or deduction on accountof United Kingdom tax where at the time the payment is made the Issuer reasonably believes (andany person by or through whom interest on the Second New Notes is paid reasonably believes) thateither:

(a) broadly, the beneficial owner of the interest is within the charge to United Kingdom corporationtax as regards the payment of interest; or

(b) the payment is made to one of the other classes of exempt bodies or persons set out insection 349B of the Act,

provided that H.M. Revenue & Customs has not given a direction (in circumstances where it hasreasonable grounds to believe that it is likely that none of the conditions specified in section 349Bof the Act will be satisfied in respect of such payment of interest at the time the payment is made)that the interest should be paid under deduction of tax.

In all other cases, interest on the Second New Notes will fall to be paid under deduction on accountof United Kingdom income tax at the lower rate (currently 20 per cent.), subject to any direction tothe contrary by H.M. Revenue & Customs under an applicable double taxation treaty.

The above description of the United Kingdom withholding tax position assumes that there will beno substitution of the Issuer and does not consider the tax consequences of any such substitution.

Noteholders who are individuals may wish to note that H.M. Revenue & Customs has power toobtain information (including the name and address of the beneficial owner of the interest) from anyperson in the United Kingdom who either pays interest to or receives interest for the benefit of anindividual. It may be possible for H.M. Revenue & Customs to also obtain the same information inrelation to payments made by the Parent Guarantor under the Parent Guarantee and paymentsmade by MBIA under the Financial Guarantee. Information so obtained may, in certain circum-stances, be exchanged by H.M. Revenue & Customs with the tax authorities of other jurisdictions.

2. Direct Assessment

Interest on the Second New Notes constitutes United Kingdom source income for United Kingdomtax purposes and, as such, may be subject to income tax by direct assessment even where paidwithout withholding.

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However, interest with a United Kingdom source received without deduction or withholding onaccount of United Kingdom tax will not be chargeable to United Kingdom tax in the hands of aNoteholder (other than certain trustees) who is not resident for tax purposes in the United Kingdomunless that Noteholder carries on a trade, profession or vocation in the United Kingdom through aUnited Kingdom branch or agency or, in the case of a corporate holder, a permanent establishmentin connection with which the interest is received or to which the Second New Notes are attributable.There are exemptions for interest received by certain categories of agent (such as some brokersand investment managers). The provisions of an applicable double taxation treaty may also berelevant for such Noteholders.

B. PAYMENTS BY THE PARENT GUARANTOR

3. If the Parent Guarantor makes any payments in respect of interest on the Second New Notes (orother amounts due under the Second New Notes other than the repayment of amounts subscribedfor the Second New Notes) such payments may be subject to United Kingdom withholding taxwhich may be either at the lower rate (currently 20 per cent.) or at the basic rate (currently 22 percent.) or may not be subject to any withholding tax at all. If such payments are subject to UnitedKingdom withholding tax they may not be eligible for the exemptions described in paragraph 1above. The application of any United Kingdom withholding tax may be subject to relief under theprovisions of an applicable double taxation treaty.

Under the terms of the Parent Guarantee, if any payments by the Parent Guarantor are madesubject to a deduction of United Kingdom tax, the Parent Guarantor will not be obliged to pay anyadditional amounts in relation thereto.

C. PAYMENTS MADE UNDER THE MBIA FINANCIAL GUARANTEE

4. If MBIA makes any payments in respect of interest on the Class A7 and/or the Class A8 Notes (orother amounts due under the Class A7 and/or the Class A8 Notes other than the repayment ofamounts subscribed for the Class A7 and/or the Class A8 Notes) such payments may be subjectto United Kingdom withholding tax which may be either at the lower rate (currently 20 per cent.) orat the basic rate (currently 22 per cent.) or may not be subject to any withholding tax at all. If suchpayments are subject to United Kingdom withholding tax they may not be eligible for theexemptions described in paragraph 1 above. The application of any United Kingdom withholdingtax may be subject to relief under the provisions of an applicable double taxation treaty.

Under the terms of the Second MBIA Financial Guarantee, if any payments by MBIA are madesubject to a deduction of United Kingdom tax, MBIA will not be obliged to pay any additionalamounts in relation thereto.

D. UNITED KINGDOM CORPORATION TAX PAYERS

5. In general Noteholders which are within the charge to United Kingdom corporation tax (other thaninvestment trusts, venture capital trusts, authorised unit trusts and open ended investmentcompanies) will be treated for tax purposes as realising profits, gains or losses (including exchangegains and losses) in respect of the Notes on a basis which is broadly in accordance with theirstatutory accounting treatment so long as the accounting treatment is in accordance with, foraccounting periods beginning on or before 31 December 2004, a mark to market basis or anaccruals basis which is authorised for tax purposes or, for accounting periods beginning on or after1 January 2005, generally accepted accounting practice as that term is defined for tax purposes.Noteholders that are investment trusts, venture capital trusts, authorised unit trusts or open endedinvestment companies will be subject to the same taxation treatment in respect of the Notes asother Noteholders that are within the charge to United Kingdom corporation tax, other than withrespect to profits, gains or losses carried to or sustained by a capital reserve in the case ofinvestment trusts and venture capital trusts, and other than with respect to profits, gains or losseswhich fall to be dealt with under certain headings for gains/losses in the statement of total returnfor the accounting period in respect of the Notes in the case of authorised unit trusts and openended investment companies (or for those investment trusts, venture capital trusts, authorised unittrusts or open ended investment companies preparing accounts in accordance with internationalaccounting standards, profits, gains or losses specified by order made by the Treasury). Suchcapital profits, gains or losses will not be brought into charge to United Kingdom corporation tax.Proposed new legislation may affect the tax treatment of authorised unit trusts and open endedinvestment companies described above.

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E. OTHER UNITED KINGDOM TAX PAYERS

6. Taxation of Chargeable Gains

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

7. Accrued Income Scheme

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

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

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

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

G. EC DIRECTIVE

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

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CAYMAN ISLANDS TAXATION

Under existing Cayman Islands laws:

(i) payments in respect of the Second New Notes will not be subject to taxation in the CaymanIslands and no withholding will be required on such payments to any holder of a Second NewNote and gains derived from the sale of Second New Notes will not be subject to income orcorporation tax in the Cayman Islands. The Cayman Islands currently have no income,corporation or capital gains tax and no estate duty, inheritance tax or gift tax; and

(ii) the holder of any Second New Note (or the legal personal representative of such holder) whoseSecond New Note is brought into the Cayman Islands may in certain circumstances be liableto pay Cayman Islands stamp duty in respect of such Second New Note. In addition, anyinstrument transferring title to a Second New Note in registered form, if brought into or executedin the Cayman Islands would be subject to Cayman Islands stamp duty.

The Issuer has been incorporated under the laws of the Cayman Islands as an exempted company and,as such, has applied for and obtained an undertaking from the Governor in Council of the CaymanIslands in the following form:

‘‘THE TAX CONESSIONS LAW(1995 REVISION)

UNDERTAKING AS TO TAX CONCESSIONS

In accordance with Section 6 of the Tax Concessions Law (1995 Revision) the Governor in Councilundertakes with:

PUBMASTER FINANCE LIMITED ‘‘the Company’’

(a) that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits,income, gains or appreciation shall apply to the Company or its operations; and

(b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in thenature of estate duty or inheritance tax shall be payable

(i) on or in respect of the shares debentures or other obligations of the Company; or

(ii) by way of the withholding in whole or in part of any relevant payment as defined in Section6(3) of the Tax Concessions Law (1995 Revision).

These concessions shall be for a period of TWENTY years from the 1st day of June 1999.

GOVERNOR IN COUNCIL’’

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GENERAL INFORMATION

1. The issue of the Second New Notes has been authorised by a resolution of the board of directorsof the Issuer passed on 29 July 2005.

2. Application has been made to the Irish Stock Exchange for admission of the Notes to the official listof the Irish Stock Exchange (the Official List), subject to the listing rules of the Irish StockExchange. The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EC.The listing of the Notes is expected to be granted on or around 1 August, 2005. Application hasbeen made to the IFSRA for approval of the prospectus.

3. The Second New Notes and the Existing Fixed Rate Notes have been accepted for clearancethrough Euroclear and Clearstream, Luxembourg as follows:

Common Code ISIN

Class A3 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9904174 XS0099041740Class A6 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 015812133 XS0158121334Class A7 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 022631993 XS0226319936Class A8 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 022632019 XS0226320199Class B1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9904182 XS0099041823Class B2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 015812184 XS0158121847Class C1 Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 022632027 XS0226320272

4. Transactions will normally be effected for settlement in sterling and for delivery on the third workingday after the date of the transaction.

5. None of the Issuer, the Parent Guarantor or any other member of the New Securitisation Group isinvolved in any governmental, legal or arbitration proceedings which may have, or have had, sincetheir respective date of incorporation, a significant effect on their respective financial positions noris the Issuer aware that any such proceedings are pending or threatened.

6. Since the date of its incorporation, the Issuer has not entered into any material contracts other thanthe Subscription Agreement, subscription agreements relating to the Existing Fixed Rate Notes andExisting Floating Rate Notes and the other contracts described in this Offering Circular to which itis party, being the only contracts entered into by the Issuer outside its ordinary course of business.

7. The auditors of the Issuer, the Parent Guarantor, the Borrower and each Obligor (the RelevantCompanies) are Ernst & Young LLP of One Colmore Row, Birmingham B3 2DB. The statutoryauditors of the Relevant Companies for the period ended 28 September 2003 were Pricewater-houseCoopers LLP of 89 Sandyford Road, Newcastle Upon Tyne, NE 99 1PL and for the periodended 21 August 2004 were Ernst & Young LLP of One Colmore Row, Birmingham B3 2DB. Therespective auditors audited each of the Relevant Companies’ accounts, without qualification, inaccordance with generally accepted auditing standards in the United Kingdom. Each of the auditorsis a member of the Institute of Chartered Accountants in England and Wales.

8. The auditors of MBIA are PricewaterhouseCoopers LLP of 32 London Bridge Street, London SE19SY, who have audited MBIA’s accounts, without qualification, in accordance with generallyaccepted auditing standards in the United Kingdom for each of the two financial years ended on 31December 2004. PricewaterhouseCoopers LLP is a member of the Institute of CharteredAccountants in England and Wales.

9. Save as disclosed in this Offering Circular, MBIA is not, and has not been, involved in anygovernmental, legal or arbitration proceedings which may have, or have had, in the 12 months priorto the date of this Offering Circular a significant effect on the financial position of MBIA, nor is MBIAaware that any such proceedings are pending or threatened.

10. The MBIA UK Insurance Limited website referred to on page 360 of this Offering Circular does notform part of this Offering Circular.

11. DTZ has given and has not withdrawn its written consent to the issue of this Offering Circular withthe inclusion herein of the Fourth Valuation Certificate in the form and context in which it appearsand the references to DTZ and its name in the form and context in which they appear.

12. Save as disclosed in this Offering Circular, since 21 August 2004 (being the date the most recentaudited accounts were prepared), there has been no material adverse change in the financial

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position or prospects of the Issuer, and no significant change in the trading or financial position ofthe Issuer. Save as disclosed herein, since 21 August 2004 (being the date the most recent auditedaccounts were prepared), there has been no material adverse change in the financial position orprospects of the New Securitisation Group (including, for the avoidance of doubt, the Borrower andthe Parent Guarantor) and no significant change in the trading or financial position of the NewSecuritisation Group (including, for the avoidance of doubt, the Borrower and the ParentGuarantor). No such statement is made with respect to any company of the Punch Group whichfalls outside of the New Securitisation Group.

13. Save as disclosed in this Offering Circular, since 31 December 2004 (being the date of the mostrecent unaudited accounts of MBIA) there has been no material adverse change in the financialposition or prospects of MBIA and no significant change in the trading or financial position of MBIA.

14. Save as disclosed in this Offering Circular, the Issuer has no outstanding loan capital, borrowings,indebtedness or contingent liabilities, nor has the Issuer created any mortgages, charges or givenany guarantees.

15. Neither the Issuer nor any other member of the New Securitisation Group will publish interimaccounts. The financial year end in respect of each Obligor is 20 August 2005 for this year and19 August 2006 for next year. The Issuer will produce non-consolidated audited financialstatements in respect of each financial year and will not produce consolidated audited financialstatements.

16. MBIA will produce non-consolidated audited financial statements in respect of each financial year.

17. The Issuer was incorporated under the Companies Law (1998) Revision (now the 2004 Revision)of the Cayman Islands.

18. There are no restrictions on the Lead Managers, inter alios, acquiring Notes and/or providinginvestment advice and/or financing to or for third parties. Consequently conflicts of interest mayexist or may arise as a result of the Lead Managers having different roles in this transaction and/orcarrying out other transactions for third parties.

19. Cayman Islands company law combined with the holding structure of the Issuer, covenants madeby the Issuer in the Transaction Documents and the role of the Note Trustee and the Issuer SecurityTrustee are together intended to prevent any abuse of control of the Issuer. English company lawcombined with the holding structure of the Borrower, covenants made by the Borrower in theTransaction Documents and the role of the Borrower Security Trustee are together intended toprevent any abuse of control of the Borrower. English company law combined with the holdingstructure of the Parent Guarantor, covenants made by the Parent Guarantor in the TransactionDocuments and the role of the Issuer Security Trustee are together intended to prevent any abuseof control of the Parent Guarantor.

20. The total expenses relating to the admission of trading of the Second New Notes are estimated at£10,000,000.

21. The percentage of the financial indebtedness represented by the Issuer/Borrower Facility (and,therefore, indirectly the Notes) to the market value of the portfolio of Pubs, as at the date of thisOffering Circular, is approximately 75.6 per cent. There is no obligation on any member of the NewSecuritisation Group or any other person mentioned in this Offering Circular to provide an updatedfigure for this percentage at any time and no member of the New Securitisation Group hascovenanted to maintain this percentage at this or any other level.

22. Copies of the following documents may be inspected during usual business hours (in physicalformat) at the specified offices of the Luxembourg Paying Agent (for so long as any of the Notes arelisted on the Luxembourg Stock Exchange) and the Irish Paying Agent (for so long as any of theNotes are listed on the Irish Stock Exchange) and at the registered office of the Issuer for so longas any Notes remain outstanding from the date of this document:

(a) the Memorandum and Articles of Association of the Issuer and each other member of theSecuritisation Group;

(b) the financial statements of the Issuer, the Parent Guarantor, the Borrower and each Obligorfor the periods ended 28 September 2003 and 21 August 2004;

(c) the annual non-consolidated audited financial statements of the Issuer and the annualconsolidated audited financial statements of the Parent Guarantor as and when produced;

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(d) MBIA’s Memorandum and Articles of Association;

(e) the financial statements of MBIA dated 31 December 2004 and the auditor’s report thereon;

(f) the annual audited financial statements of MBIA as and when produced;

(g) the Fourth Valuation Certificate;

(h) prior to the Fourth Closing Date, drafts (subject to modification) and, after the Fourth ClosingDate, copies of the following documents:

(i) the Amended and Restated Master Definitions and Construction Schedule;

(ii) the Fourth Supplemental Trust Deed;

(iii) the Second New Notes Agency Agreement;

(iv) the Second MBIA Financial Guarantee; and

(v) the Third Supplemental Parent Guarantor Deed of Charge.

23. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer inrelation to the Notes and is not itself seeking admission the Official List of the Irish Stock Exchangeor to trading on the Irish Stock Exchange for the purposes of the Prospectus Directive.

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INDEX TO FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

1. APPENDIX 1: MANAGEMENT ACCOUNTS PAGE

Management Accounts for the New Securitisation Group forthe 32 weeks ended 2 April 2005

214

2. APPENDIX 2: AUDITED ACCOUNTS FOR THE PERIOD ENDED21 AUGUST 2004

2.1 Entity report and financial statements for Punch Taverns(PML) Limited (formerly Pubmaster Limited)

215

2.2 Entity report and financial statements for Punch Taverns(PMH) Limited (formerly Pubmaster Holdings Limited)

239

2.3 Entity report and financial statements for Pubmaster FinanceLimited

247

2.4 Entity report and financial statements for Punch Taverns(SPML) Limited (formerly Sister of Pubmaster Limited)

261

3. APPENDIX 3: AUDITED ACCOUNTS FOR THE PERIOD ENDED28 SEPTEMBER 2003

3.1 Entity report and financial statements for Pubmaster Limited 280

3.2 Consolidated report and financial statements for PubmasterHoldings Limited

297

3.3 Entity report and financial statements for Pubmaster FinanceLimited

324

3.4 Entity report and financial statements for Sister of PubmasterLimited (formerly Velvetbright Limited)

339

4. APPENDIX 4: DESCRIPTION OF 2004/5 EBITDA ‘‘RUN-RATE’’CALCULATION

354

5. APPENDIX 5: TRANSITIONAL COVENANT STEP-DOWN TABLE 355

6. APPENDIX 6: MBIA FINANCIAL STATEMENTS 356

7. APPENDIX 7: SUMMARY OF CERTAIN DIFFERENCES BETWEEN UKGAAP AND IFRS

369

8. APPENDIX 8: VALUATION CERTIFICATE

8.1 Valuation Report 372

8.2 Appendix I: Portfolio 386

8.3 Appendix II: InnSpired Sample 441

8.4 Appendix II: Pubmaster Sample 444

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APPENDIX 1

New Securitisation Group Management Accounts for the 32 weeks ended 2 April 2005

Below is an extract of the management accounts of the New Securitisation Group:

32 weeks ended2 April 2005

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

(1) Number of pubs as at 2 April 2005.

(2) Excludes exceptional items, non-recurring items, depreciation and amortization.

The above management accounts for the 32 weeks ended 2 April 2005 have been compiled byconsolidating information for the following portfolios of Pubs that make up the New Securitisation Group,consisting of 3,176 pubs in total:

● 1,487 Pubs remaining in Borrower;

● 1,026 Pubs transferred in from Sister;

● 471 Pubs transferred in from the InnSpired Sub-Group

● 147 Pubs transferred in from the Centrum Sub-Group;

● 40 Pubs transferred in from PGRP; and

● 5 Pubs transferred in from the Jubilee Sub-Group.

Borrower, Sister, PGRP and the Centrum and Jubilee Sub-Groups

For 32 weeks ended 2 April 2005, the financial information has been extracted from the relevantCompany or Sub-Group’s management accounts for the 32 weeks ended 2 April 2005 (i.e. to within atolerance of <1 per cent.), to which company level adjustments to beer gross margin, non-beer grossmargin and other operating costs and an allocation of central overheads have been applied in arrivingat an EBITDA per pub.

InnSpired Sub-Group

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

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APPENDIX 2

2.1

Punch Taverns (PML) Limited

(formerly Pubmaster Limited)

Report and Financial Statements

21 August 2004

215

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

Registered No. 3321199

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

SecretaryS C Rudd

AuditorsErnst & Young LLP1 Colmore SquareBirminghamB4 6HQ

BankersBarclays Bank PLC15 Colmore RowBirminghamB3 2EP

SolicitorsSlaughter & MayOne Bunhill RowLondonEC1Y 8YY

Registered officeJubilee HouseSecond AvenueBurton Upon TrentStaffordshireDE14 2WF

216


Directors’ Report

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

Change of Name

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

Results and Dividends

The loss for the period after taxation amounted to £14,093,000 (52 week period ended 28 September2003: loss of £741,000). This is stated after exceptional items of £30,226,000 (2003: £3,368,000). Thedirectors do not recommend the payment of a dividend (2003: £Nil).

Principal Activity and Review of the Business

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

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

Directors and Their Interests

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

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

At 21 August 2004At 28 September 2003 or

date of appointment if laterOrd

SharesOrd Share

OptionsOrd

SharesOrd Share

OptionsD Kemp 28,139 154,871 27,845 149,953R McDonald 47,203 320,650 46,909 302,328F Patton 17,611 145,371 17,317 149,953N Preston 1,044 60,587 1,000 72,267A Thompson 47,274 163,470 46,980 157,685G Thorley 138,044 5,314,004 137,750 6,400,649W Walker 294 145,168 — 123,712

217


Directors’ Report (continued)

SAYE Share Option Scheme

At 28 September2003 or date of

appointment if later

Grantedduring the

periodLapsed during

the periodAt 21 August

2004D Kemp — — — —R McDonald 8,275 — — 8,275F Patton 9,894 — — 9,894N Preston 9,894 — — 9,894A Thompson 5,692 — — 5,692G Thorley 4,750 — — 4,750W Walker 4,750 — — 4,750

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

Disabled Employees

The company gives full consideration to applications for employment from disabled persons where therequirements of the job can be adequately fulfilled by handicapped or disabled persons.

Where existing employees become disabled, it is the company’s policy wherever practicable to providecontinuing employment under normal terms and conditions and to provide training and careerdevelopment and promotion wherever appropriate.

Employee Involvement

The company recognises the value of its employees and seeks to create an energetic, dynamic andresponsive environment in which to work. It places considerable importance on communications withemployees which take place at many levels through the organisation on both a formal and informal level.Employees are entitled to participate in the success of the business through the ultimate parentcompany’s employee share scheme.

Creditor Payment Policy and Practice

It is the company policy that payments to suppliers are made in accordance with those terms andconditions agreed between the company and its suppliers, provided that all trading terms and conditionshave been complied with.

At 21 August 2004 the company had an average of 65 days (28 September 2003: 124 days) purchasesoutstanding in trade creditors.

Auditors

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

On behalf of the Board

R J McDonaldDirector20 May 2005

218


Statement of Directors’ Responsibilities in Respect of the Financial Statements

Company law requires the directors to prepare financial statements for each financial period which givea true and fair view of the state of affairs of the company and of the profit or loss of the company for thatperiod. In preparing those financial statements, the directors are required to:

(a) select suitable accounting policies and then apply them consistently

(b) make judgements and estimates that are reasonable and prudent

(c) state whether applicable accounting standards have been followed, subject to any materialdepartures disclosed and explained in the financial statements; and

(d) prepare the financial statements on the going concern basis unless it is inappropriate topresume that the company will continue in business.

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

219


Independent Auditors’ Reportto the Members of punch Taverns (PML) LTD

We have audited the company’s financial statements for the period ended 21 August 2004 whichcomprise the Profit and Loss Account, the Statement of Total Recognised Gains and Losses, the BalanceSheet and the related notes 1 to 23. These financial statements have been prepared on the basis of theaccounting policies set out therein.

This report is made solely to the company’s members, as a body, in accordance with Section 235 of theCompanies Act 1985. Our audit work has been undertaken so that we might state to the company’smembers those matters we are required to state to them in an auditors’ report and for no other purpose.To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other thanthe company and the company’s members as a body, for our audit work, for this report, or for the opinionswe have formed.

Respective responsibilities of directors and auditors

As described in the Statement of Directors’ Responsibilities the company’s directors are responsible forthe preparation of the financial statements in accordance with United Kingdom law and accountingstandards.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatoryrequirements and United Kingdom Auditing Standards.

We report to you our opinion as to whether the financial statements give a true and fair view and areproperly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion,the Directors’ Report is not consistent with the financial statements, if the company has not kept properaccounting records, if we have not received all the information and explanations we require for our audit,or if information specified by law regarding directors’ remuneration and transactions with the company isnot disclosed.

We read the Directors’ Report and consider the implications for our report if we become aware of anyapparent misstatements within it.

Basis of audit opinion

We conducted our audit in accordance with United Kingdom Auditing Standards issued by the AuditingPractices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts anddisclosures in the financial statements. It also includes an assessment of the significant estimates andjudgements made by the directors in the preparation of the financial statements, and of whether theaccounting policies are appropriate to the company’s circumstances, consistently applied and ad-equately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance thatthe financial statements are free from material misstatement, whether caused by fraud or otherirregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation ofinformation in the financial statements.

Opinion

In our opinion the financial statements give a true and fair view of the state of affairs of the company asat 21 August 2004 and of its loss for the period then ended and have been properly prepared inaccordance with the Companies Act 1985.

Ernst & Young LLPRegistered AuditorBirmingham20 May 2005

220


Profit and Loss Accountfor the 47 week period ended 21 August 2004

Notes 47 week period ended 21 August 2004 52 week period ended 28 September 2003

Total£000

ExceptionalItems£000

Beforeexceptional

items£000

TotalAs restated

£000

ExceptionalItems£000

Beforeexceptional

itemsAs restated

£000

TURNOVER 2 124,744 — 124,744 133,973 — 133,973Cost of Sales (52,088) — (52,088) (56,404) — (56,404)

GROSS PROFIT 72,656 — 72,656 77,569 — 77,569

Administrative Expenses 3 (28,908) (14,328) (14,580) (28,737) (4,743) (23,994)

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

Loss on sale of fixedassets (461) — (461) (2,667) — (2,667)

Interest Receivable 7 32,062 — 32,062 30,267 — 30,267Interest Payable 8 (71,784) — (71,784) (74,281) (69) (74,212)

PROFIT ON ORDINARYACTIVITIES BEFORETAXATION

3,565 (14,328) 17,893 2,151 (4,812) 6,963

Tax on profit on ordinaryactivities 9 (17,658) (15,898) (1,760) (2,892) 1,444 (4,336)

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

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

221


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

47 weekperiod ended

21 August2004£000

52 weekperiod ended28 September

2003£000

Loss for the period (14,093) (741)

Total recognised gains and losses for the period (14,093) (741)

Prior year adjustment (see note 1) 218,692

Total gains since last annual report 204,599

222


Balance Sheetat 21 August 2004

Notes 21 August2004£000

28 September2003£000

As restatedFixed AssetsTangible Assets 10 654,009 646,171Investments 11 141,761 141,761

795,770 787,932

Current AssetsDebtors – amount falling due within one year 12 25,254 50,314Debtors – amounts falling due after more than one year 12 515,691 524,521Cash at bank and in hand 30,227 41,940

571,172 616,775

Creditors: amounts falling due within one year 13 (231,196) (198,355)

Net Current Assets 339,976 418,420

Total Assets Less Current Liabilities 1,135,746 1,206,352

Creditors: amounts falling due after more than one year 14 (956,563) (1,016,955)

Provisions for Liabilities and Charges 15 (3,879) —

Net Assets 175,304 189,397

Capital and ReservesCalled up share capital 17 — —Revaluation reserve 18 218,686 218,686Profit and loss account 18 (43,382) (29,289)

Total Equity Shareholders’ Funds 18 175,304 189,397

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


223


Notes to the Financial Statementsfor the 47 week period ended 21 August 2004

1. Accounting Policies

1. Basis of preparation

These financial statements are prepared under the historical cost convention, as modified by therevaluation of certain properties, the accounting policies set out below and in accordance withapplicable accounting standards.

2. Change of accounting policy

Comparative figures have been restated to reflect a change of accounting policy with regard to thevaluation of fixed assets. The accounting policy has been changed to bring the policy in line withthe approach adopted by Punch Taverns Plc and its subsidiary companies and is detailed below.The impact of the change in policy is to increase brought forward fixed assets by £218,692,000 andcreate a revaluation reserve of £218,686,000 and decrease the deficit on the profit and lossaccount reserve by £6,000.

3. Group financial statements

The company is exempt from preparing and delivering group financial statements under s228 of theCompanies Act 1985 (subsidiary of an EU parent). The financial statements present informationabout the company as an individual undertaking and not part of the group as a whole.

4. Turnover

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

5. Tangible fixed assets and depreciation

Valuation

Trading properties are revalued professionally by independent valuers on a five-year rolling basis.

Surpluses arising from the professional valuation of the licensed estate are taken directly to therevaluation reserve. Valuation surpluses realised on sale are transferred from the revaluationreserve to the profit and loss account reserve.

Any deficit arising from the professional valuation of properties is taken directly to the revaluationreserve until the carrying amount reaches historical cost and thereafter, deficits below historicalcosts are charged to the profit and loss account except to the extent that the value in use exceedsthe valuation in which case this is taken to the revaluation reserve.

Depreciation

It is the company’s policy to maintain the properties comprising the licensed estate in such acondition that the residual values of the properties, based on prices prevailing at the time ofacquisition or subsequent revaluation, are at least equal to their book values. The primaryresponsibility for the maintenance of such properties, ensuring that they remain in soundoperational condition, is normally that of the lessee as required by their lease contracts with thecompany. Having regard to this, it is the opinion of the Directors that depreciation of any suchproperty as required by the Companies Act 1985 and generally accepted accounting practice wouldnot be material.

It is the opinion of the Directors that it is not practical or appropriate to separate from the value ofthe buildings the value of long life fixtures and fittings, which are an integral part of the buildings.This approach is supported by the opinion of an independent external adviser.

224



1. Accounting Policies (continued)

Landlord’s fixtures and fittings include removable items, which are generally regarded as withinlandlord ownership. These are depreciated in accordance with the policy detailed below.

An annual impairment review is carried out on all properties in accordance with FRS 11 and FRS15.

Depreciation is provided on other tangible fixed assets at rates calculated to write off the cost lessestimated residual value of each asset evenly over its expected useful life, as follows:

Short leasehold properties — over the lease termLandlord’s fixtures and fittings — 5 yearsOffice furniture and fittings — 5 yearsInformation technology developments — over 3 to 10 yearsInformation technology equipment — 3 yearsMotor vehicles — 5 years

Assets held for resale

Assets held for resale are stated at the lower of cost and net realisable value.

6. Leasing commitments

Rentals paid under operating leases are charged to the profit and loss account on a straight-linebasis over the lease term.

7. Pension costs

Contributions to defined contribution schemes are charged to the profit and loss account asincurred.

The company operates a funded pension scheme providing benefits based on final pensionablepay. The assets of the scheme are held separately from those of the company. Contributions to thescheme are charged to the profit and loss account so as to spread the cost of pensions overemployees’ working lives with the company.

8. Taxation

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and lawsthat have been enacted or substantially enacted at the balance sheet date. Deferred tax isrecognised in respect of all timing differences that have originated but not reversed at the balancesheet date, where transactions or events that result in an obligation to pay more tax in the futureor a right to pay less tax in the future have occurred at the balance sheet date.

A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basisof all available evidence, it can be regarded as more likely than not that there will be suitabletaxable profits against which to recover carried forward tax losses and from which the futurereversal of underlying timing differences can be deducted.

Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments)of fixed assets, or gains on disposal of fixed assets that have been rolled over into replacementassets, only to the extent that, at the balance sheet date, there is a binding agreement to disposeof assets concerned. However, no provision is made where, on the basis of all available evidenceat the balance sheet date, it is more likely than not that the taxable gain will be rolled over intoreplacement assets and charged to tax only where the replacement assets are sold.

Deferred tax is measured at the tax rates that are expected to apply in the periods in which thetiming differences are expected to reverse, based on tax rates and laws that have been enacted orsubstantively enacted by the balance sheet date. Deferred tax is measured on a non-discountedbasis.

225



1. Accounting Policies (continued)

9. Cash flow statement

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

10. Investments

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

11. Capital instruments

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

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

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

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

2. Turnover

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

2004 2003£000 £000

Turnover includes property rentals of: 23,822 26,873

226



3. Administrative Costs

This is stated after charging:

2004 2003£000 £000

Recurring administrative costs 14,580 23,994Exceptional administrative costs 14,328 4,743

Total operating costs 28,908 28,737

The exceptional charges in 2004 relate to the acquisition of the group by the Punch Taverns groupand are principally payments for redundancy and integration costs of £4,542,000 and changes inaccounting estimations of £9,786,000. The tax impact of exceptional items is £4,298,000 (2003:£1,444,000).

In 2003 the exceptional operating charges relate to £281,000 of reorganisation costs and£4,462,000 relating to the write down of the investment in subsidiary undertaking to the recoverableamount.

4. Operating Profit

This is stated after charging:

2004 2003£000 £000

Depreciation – owned assets 4,644 3,045Auditors remuneration- Audit services 62 40- Non audit services 24 15Operating lease rentals- Land and Buildings 1,391 3,623- Plant and machinery 892 2,940

5. Directors’ Emoluments2004 2003£000 £000

Directors’ Emoluments 2,983 909Compensation for loss of office 754 236

3,737 1,145

2004 2003Highest paid director £000 £000

Aggregate Emoluments 1,086 219

4 directors (2003: 4) have retirement benefits accruing under the group’s defined benefit scheme.

The highest paid director has an accrued pension benefit of £121,754 at 21 August 2004(£128,467 at 28 September 2003).

Following the acquisition by Punch Taverns plc on 1 December 2003 the Directors’ emolumentshave been met by a fellow group undertaking as stated in note 6 below.

227



6. Staff Costs2004 2003£000 £000

Wages and salaries 5,269 8,171Social security costs 569 792Other pension costs 566 817

6,404 9,780

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

Administration 253 267

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

7. Interest Receivable

2004As restated

2003£000 £000

Bank deposit interest 931 1,028Interest receivable from group undertakings:

Loan interest 29,005 27,392Amortisation of swap premium 1,499 1,292Amortisation of debt issue costs 627 555

32,062 30,267

The swap premium receivable was previously reported net of swap premium payable.

8. Interest Payable AND Similar Charges

2004As restated

2003£000 £000

Sundry interest payable 66 71Interest payable to group undertakings:

Loan interest 69,017 71,853Amortisation of swap premium 1,439 1,240Amortisation of debt issue costs 1,090 1,117Swap break costs 172 —

71,784 74,281

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

228



9. Taxation

2004 2003£000 £000

Group relief (receivable)/payable at 30% (90) 308Adjustment in respect of previous periods – current tax 648 (265)

558 43Deferred tax 487 2,849Adjustment in respect of previous periods – deferred tax 16,613 —

17,658 2,892

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

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

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

The charge to UK corporation tax is reconciled as follows:

Reconciliation of tax charges

2004 2003£000 £000

Profit on ordinary activities before taxation 3,565 2,151

Profit on ordinary activities at standard rate of corporation tax inthe UK (30%) 1,070 645

Effects of:Expenses not deductible for tax purposes 1,595 2,903Capital allowances for the period (in excess of) / less than

depreciation (3,039) 427Utilisation of losses — (3,131)Other short term timing differences — 28Intra-group transfer of assets — (49)Loss on disposal of fixed assets 284 —Transfer of losses from fellow group undertakings — (515)Adjustments in respect of previous periods 648 (265)

558 43

229



10. Tangible Fixed AssetsLand andbuildings

Fixtures,fittings andequipment Total

£000 £000 £000Cost or valuation:At 28 September 2003 – as restated 639,705 17,933 657,638Additions 28,929 4,260 33,189Disposals (20,461) (929) (21,390)At 21 August 2004 648,173 21,264 669,437

Depreciation:At 28 September 2003 – as restated — 11,467 11,467Charge for the year 836 3,808 4,644Disposals — (683) (683)At 21 August 2004 836 14,592 15,428

Net book value:

At 21 August 2004 647,337 6,672 654,009At 28 September 2003 – as restated 639,705 6,466 646,171

The net book amount of leasehold land and buildings comprises:

2004As restated

2003£000 £000

Freehold 625,411 609,726Long leasehold 18,436 23,776Short leasehold 3,490 6,203

647,337 639,705

The estate has been revalued as part of the acquisition by the Punch Taverns group on 1 December2003. The revaluation was completed by the directors in consultation with professional advisors.This valuation has been adopted in the restated amounts at 28 September 2003. See Note 1regarding the change in accounting policy.

If land and buildings had not been revalued they would have been stated on a historical basis asfollows:

£000

Cost 449,675Accumulated Depreciation (21,030)

Net book valueAt 21 August 2004 428,645

At 28 September 2003 421,013

As required by FRS 15 and FRS 11 the directors have performed a review of fixed assets forimpairment.

The company’s policy is to carry properties within the estate at valuation. Therefore 20 per cent. ofthe estate will be revalued professionally by independent valuers each year in the year followingacquisition. Surpluses arising from professional valuations will be taken directly to the revaluationreserve.

230



11. Investments Fixed AssetsShares in

subsidiaryundertakings

Loans tosubsidiary

undertakings Total£000 £000 £000

CostAt 28 September 2003 and 21 August 2004 115,751 30,742 146,493

Provision for diminution in valueAt 28 September 2003 and 21 August 2004 (4,462) — (4,462)

Net book amountAt 28 September 2003 and 21 August 2004 111,289 30,472 141,761

Investment value has been written down to the estimated recoverable amount.

The company owns the following wholly owned subsidiary undertakings:

Subsidiary undertaking

Country ofregistration orincorporation

Principalactivity

Class/percentage

of shares held

Held by Punch Taverns (PML) LimitedMercury Taverns (Holdings) Limited England Non-trading Ordinary 100%Punch Taverns (CPM) Limited(formerly Cousin of Pubmaster Limited)

England Non-trading Deferred 100%Ordinary 100%

Held by subsidiary undertakingsMercury Taverns plc England Non-trading Ordinary 100%Punch Taverns (SPM) Limited(formerly Son of Pubmaster Limited)

England Non-trading Ordinary 100%

Punch Taverns (DPM) Limited(formerly Daughter of Pubmaster Limited)

England Non-trading Ordinary 100%

In the opinion of the directors the investments in the company’s subsidiary undertakings are worthat least the amounts at which they are stated in the balance sheet.

231



12. Debtors: amounts falling due within one year2004 2003£000 £000

Trade debtors 9,592 8,500Amounts owed by group undertakings - Corporation Tax

group relief3,785 —

Amounts owed by group undertakings 8,572 28,179Other debtors 2,093 3,995Prepayments and accrued income 1,212 9,640

25,254 50,314

Debtors: amounts falling due after more than one year2004 2003£000 £000

Amounts owed by group undertakings 510,111 502,066Deferred tax asset (see note 16) 5,580 22,455

515,691 524,521

13. Creditors: amounts falling due within one year

2004 2003£000 £000

Trade creditors 10,907 22,570Other creditors 4,637 6,660Accruals and deferred income 4,731 1,315Amounts owed to group undertakings 209,021 165,693Other taxes and social security 1,900 2,117

231,196 198,355

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

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

2004 2003£000 £000

Amounts owed to group undertakings:Subordinated loans 83,659 90,523Loan note — 29,590Term loans 872,904 896,842

956,563 1,016,955

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

232



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

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

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

The interest rate on the Term A1 Notes is LIBOR for three months sterling deposits plus a marginof 1.0%. The interest rate on the Term A2 Notes is LIBOR for three months sterling deposits plusa margin of 1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Term A4Notes is LIBOR for three months sterling deposits plus a margin of 0.40%. The interest rate on theTerm A5 notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December2012 and thereafter 1.32%.

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

15. Provisions for Liabilities AND Charges

OnerousLease

Provision£000

At 28 September 2003 —Charged to profit and loss account 3,972Utilised in the period (93)

At 21 August 2004 3,879

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

16. Deferred Taxation Asset

Movement in the amount recognised in the period:

2004£000

At 28 September 2003 22,455Charged to profit and loss account (17,100)Transfers from other group undertakings 225

At 21 August 2004 5,580

233



16. Deferred Taxation Asset (continued)

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

2004 2003£000 £000

Depreciation in excess of capital allowances 1,762 4,251Losses 2,188 18,088Short term timing differences 1,630 116

5,580 22,455

17. Share Capital

2004No.

2004£

2003No.

2003£

Authorised share capitalOrdinary shares of £1 each 100 100 100 100

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

18. Reconciliation of Shareholders’ Funds and Movements on Reserves

ShareCapital

RevaluationReserve

Profit & LossAccount

TotalShareholders’

Funds£000 £000 £000 £000

At 30 September 2002 — — (28,554) (28,554)

Loss for the period — — (741) (741)

At 28 September 2003 - as previouslyreported

— — (29,295) (29,295)

Prior year adjustment — 218,686 6 218,692

At 28 September 2003 - as restated — 218,686 (29,289) 189,397

Loss for the period — — (14,093) (14,093)

At 21 August 2004 — 218,686 (43,382) 175,304

19. Financial Commitments

Capital commitments:

2004 2003£000 £000

Contracted not provided 400 363

234



19. Financial Commitments (continued)

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

Other commitments:

2004Land andBuildings

2004Other

2003Land andBuildings

2003Other

£000 £000 £000 £000

Operating leases which expire:Within one year 16 — 61 315Within two to five years 217 — 383 818Over 5 years 553 — 495 —

786 — 939 1,133

20. Pension Commitments

Contributions to the defined benefit pension scheme are charged to the profit and loss account soas to spread the cost of pensions over employees’ working lives with the company. The pensioncost for the period in relation to this scheme represents the contributions payable by the companyand amounted to £0.5m. The contributions are determined by a qualified actuary on the basis oftriennial valuation using the projected unit method. The most recent valuation was 6 April 2001. Theassumptions which have the most significant effect on the results of the valuation are:

● the investment return on the assets of the plan will on average exceed general salary inflationby at least 2.25% per annum over the long term;

● future increases in salaries of staff and executive members will be in line with experience ofsimilar schemes;

● pensions can be secured on a gross rate of interest of at least 6.0% per annum beforeallowing for pension increases at the rate of 3.0% per annum.

The most recent actuarial valuation showed that the market value of the scheme’s assets was£27.5m and that the value of those assets represented 106.0% of the benefits that had accrued tomembers, after allowing for expected future increases in earnings. Since April 2003 the companyhas paid contributions of 16% of salaries and the members have paid contributions as requiredunder the scheme rules.

FRS 17 Valuation

At 21August

2004

At 28September

2003

Rate of increase in salaries 4.25% 4.00%Rate of increase in pensions 2.75% 2.50%Discount rate 5.75% 5.75%Inflation assumption 3.00% 2.75%Revaluation of deferred pensions 3.00% 2.75%

235



20. Pension Commitments (continued)

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

Long-termrate of return

expected at21 August

2004

Value at21 August

2004£000

Long-term rateof return

expected at28 September

2003

Value at28 September

2003£000

Equities 7.00% 16,227 6.50% 16,156Bonds 5.25% 5,423 5.00% 4,880Insured Pensions 5.75% 2,990 6.50% 3,057Cash 5.00% 914 4.50% 313

Total market value of assets 25,554 24,406Present value of scheme liabilities (30,450) (30,163)

Net pension liability beforedeferred tax

(4,896) (5,757)

Deferred tax asset 1,469 1,727

Net pension liability (3,427) (4,030)

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

At 21August

2004£000

At 28September 2003

As restated£000

Net assetsNet assets as reported 175,304 189,397FRS 17 deficit in relation to the defined benefit pension scheme (3,427) (5,757)

Net assets as restated 171,877 183,640

The movement in deficit during the period is as follows:

47 weekperiod to

21 August2004

52 weekperiod to

28 September2003

£000 £000

Deficit in scheme (before deferred tax) at beginning of period (5,757) (4,159)Movements in period:Current service cost (592) (656)Contributions 493 544Past service costs — (275)Other financial income (129) (69)Actuarial gain/(loss) 39 (1,142)Curtailment gain 1,050 —

Deficit in scheme (before deferred tax) at end of period (4,896) (5,757)

236



20. Pension Commitments (continued)

Had FRS17 been implemented early then the impact on the other areas of the financial statementswould be as follows:

Amounts credited to operating profit

47 weekperiod to

21 August2004

52 weekperiod to

28 September2003

£000 £000

Current service cost 592 656Gain on curtailment (1,050) —Past service cost — 275

Total operating (credit)/charge (458) 931

Amounts included in other financial charges

47 weekperiod to

21 August2004

52 weekperiod to

28 September2003

£000 £000

Expected return on pension assets 1,253 1,425Interest on pension scheme liabilities (1,382) (1,494)

Net charge (129) (69)

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

47 weekperiod to

21 August2004

52 weekperiod to

28 September2003

£000 £000

Actual return less expected return on pension scheme assets 10 1,243Changes in assumptions underlying the present value of the

scheme liabilities 29 (2,386)

Actuarial loss recognised in STRGL 39 (1,143)

Actual return less expected return on pension scheme assets as a percentage of scheme assetsand the actuarial loss recognised in the STRGL as a percentage of the present value of the schemeliabilities in the current period are 0.4% (2003: 5.1%) and 0.1% (2003: 3.8%) respectively.

21. Contingent Liabilities

In accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November2002) the company has guaranteed the payments of principal of, and interest on, the loan notesissued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 21August 2004 was £894,222,600 (2003: £909,615,200).

237



22. Related Party Transactions

Transactions with other companies within the Punch Taverns group are not disclosed as thecompany has taken advantage of the exemption available under Financial Reporting Standard 8‘‘Related Party Disclosures’’.

23. Ultimate Parent Undertaking

The company’s ultimate parent undertaking and controlling party is Punch Taverns plc, a companyregistered in England & Wales.

The parent undertaking of the only group of undertakings for which group financial statements aredrawn up and of which the company is a member is Punch Taverns plc.

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

238

APPENDIX 2

2.2

Punch Taverns (PMH) Limited

(formerly Pubmaster Holdings Limited)


For the period ended 21 August 2004

239

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

Registered No. 3720775

DirectorsR J McDonald (appointed 1 December 2003)N D Preston (appointed 1 December 2003)G A Thorley (appointed 1 December 2003)F E J G Brackenbury CBE (resigned 1 December 2003)J R Sands (resigned 1 December 2003)R Turnbull (resigned 1 December 2003)SPV Management Limited

SecretaryS Rudd

AuditorsErnst & Young LLPNo 1 Colmore SquareBirminghamB4 6HQ



Registered officeJubilee HouseSecond AvenueBurton Upon TrentStaffordshireDE14 2WF

240


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

Change of NameOn 2 September 2004 a written resolution was passed to change the company name of PubmasterHoldings Limited to Punch Taverns (PMH) Limited

Principal Activity and Review of the BusinessOn 1 December 2003 the ultimate parent company, Pubmistress, Limited was acquired by PunchTaverns plc.

The principal activity of the company is that of a holding company. The company has not traded duringthe period.

Directors and their InterestsThe directors of the company who served during the period are listed above.

The directors hold no beneficial interest in the shares of the company.

The beneficial interests of Directors who held office at 21 August 2004 in the shares of Punch Tavernsplc are shown below:

At 21 August 2004 At date of appointmentOrd

SharesOrd Share

OptionsOrd

SharesOrd Share

OptionsN Preston. . . . . . . . . . . . . . . . . . . . . . . . . 1,044 60,587 1,000 72,267R McDonald . . . . . . . . . . . . . . . . . . . . . . 47,203 320,650 46,909 302,328G Thorley. . . . . . . . . . . . . . . . . . . . . . . . . 138,044 5,314,004 137,750 6,400,649SPV Management Ltd . . . . . . . . . . . . . . — — — —

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

On behalf of the board


241


Statement Directors’ Responsibilities in Respect of the Financial statements


select suitable accounting policies and then apply them consistently

make judgements and estimates that are reasonable and prudent

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

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


242


Independent Auditors’ ReportTo The Members of Punch Taverns (PMH) Ltd

We have audited the company’s financial statements for the period ended 21 August 2004 whichcomprise the Balance Sheet and the related notes 1 to 10. These financial statements have beenprepared on the basis of the accounting policies set out therein.










Opinion

In our opinion the financial statements give a true and fair view of the state of affairs of the company asat 21 August 2004 and have been properly prepared in accordance with the Companies Act 1985.


243



Notes21 August

200428 September

2003£’000 £’000

Fixed AssetsInvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 84,000 84,000

Current AssetsDebtors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5,700 1,000

5,700 1,000Creditors: amounts falling due within one year . . . . . . . . . . . . . . . 5 (5,700) (1,000)

Net Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,000 84,000

Capital And ReservesCalled up share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 84,000 84,000

Total Equity Shareholders’ Funds. . . . . . . . . . . . . . . . . . . . . . . . . . 84,000 84,000


244


Notes to the Financial Statementsfor the period ended 21 August 2004


Basis of preparation

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

Group financial statements

The company is exempt, under s228 of the Companies Act 1985, from the obligation to prepareconsolidated financial statements as the company is a wholly owned subsidiary undertaking of aparent company incorporated in the EU, which prepares consolidated financial statements. As such,these financial statements present information about the company as an individual undertaking andnot about its group.

Investments

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

Profit and loss account

The company received no income and incurred no expenditure and consequently has made neithera profit nor a loss, therefore no profit and loss account is presented.

2. Directors’ Emoluments and Staff Costs

The directors received no emoluments from the company in the current or preceding period. Thecompany had no employees during the current or preceding period.

3. Fixed Asset Investments

Cost and net book amount:

Shares insubsidiary

undertakings£000

At 21 August 2004 and 28 September 2003 84,000

The subsidiaries, all of which are wholly owned, are as follows:

Subsidiary undertaking Country ofregistration orincorporation

Principalactivity

Held by Punch Taverns (PMH) LimitedPunch Taverns (PML) Limited (formerly

Pubmaster Limited)England Operator of public houses

Punch Taverns (SPML) Limited (formerlySister of Pubmaster Limited)

England Operator of public houses

Pubmaster Finance Limited Cayman Islands Finance

Held by subsidiary undertakingsPunch Taverns (CPM) Limited (formerly

Cousin of Pubmaster Limited)England Property Management

Punch Taverns (SPM) Limited (formerlySon of Pubmaster Limited)

England Non-trading

Punch Taverns (DPM) Limited (formerlyDaughter of Pubmaster Limited)

England Non-trading

Mercury Taverns (Holdings) Limited England Non-tradingMercury Taverns plc England Non-trading

245


Notes to the Financial Statementsfor the period ended 21 August 20044. Debtors: amounts falling due within one year

2004£000

2003£000

Amounts owed by immediate parent undertaking 5,700 1,000

5. Creditors: amounts falling due within one year2004£000

2003£000

Amounts owed to subsidiary undertakings 5,700 1,000

6. Share Capital2004

No.2004

£2003

No.2003

£Authorised, allotted, called-up and

fully paid share capitalEquityOrdinary shares of £1 each 84,000,100 84,000,100 84,000,100 84,000,100

7. Cash Flow Statement

The directors have taken advantage of the exemption in Financial Reporting Standard No 1 (revised)from including a cash flow statement in the financial statements on the grounds that the company iswholly owned and its parent company (Punch Taverns plc) publishes consolidated financialstatements.


Transactions with other companies within the Punch Taverns Group are not disclosed as thecompany has taken advantage of the exemption available under Financial Reporting Standard No 8‘‘Related Party Disclosures’’.


Under the terms of a Trust Deed dated 30 June 1999 (as amended 28 November 2002), thecompany has guaranteed the payments of principal of, and interest on, the loan notes issued byPubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 21 August 2004was £894,222,600 (2003: £909,615,200).

10. Ultimate Parent Undertaking




246

APPENDIX 2

2.3

Pubmaster Finance Limited


For the period ended 21 August 2004

247

Pubmaster Finance LimitedFor the period ended 21 August 2004

Registered No. FC021877

DirectorsN PrestonR McDonaldG ThorleySPV Management Limited

SecretaryS Rudd




Registered OfficeUgland HouseGeorge TownGrand CaymanCayman Islands

248


Directors’ Report

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


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


On 1 December 2003 the ultimate parent undertaking, Pubmistress Limited, was acquired by PunchTaverns plc.

The principal activity of the company is the raising and lending of money to other group companies.

Directors and their Interests

The directors of the company who served during the period were as follows:

N Preston (appointed 1 December 2003)R McDonald (appointed 1 December 2003)G Thorley (appointed 1 December 2003)F E J G Brackenbury CBE (resigned 1 December 2003)J R Sands (resigned 1 December 2003)R Turnbull (resigned 1 December 2003)SPV Management Limited

The directors hold no beneficial interest in the shares of the company.


At 21 August 2004 At date of appointmentOrd

SharesOrd Share

OptionsOrd

SharesOrd Share

OptionsR McDonald 47,203 320,650 46,909 302,328N Preston 1,044 60,587 1,000 72,267G Thorley 138,044 5,314,004 137,750 6,400,649SPV Management Limited — — — —

Auditors

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


R J McDonaldDirectorDate 16 March 2005

249

Pubmaster Finance LimitedFor the Period Ended 21 August 2004

Statement of Directors’ Responsibilities in Respect of the Financial Statements


select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

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

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


250


Independent Auditors’ ReportTo the Memers of Pubmaster Finance PLC

We have audited the company’s financial statements for the period ended 21 August 2004 whichcomprise the Profit and Loss Account, the Balance Sheet and the related notes 1 to 14. These financialstatements have been prepared on the basis of the accounting policies set out therein.








We conducted our audit in accordance with United Kingdom Auditing Standards issued by the AuditingPractices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts anddisclosures in the financial statements. It also includes an assessment of the significant estimates andjudgements made by the directors in the preparation of the financial statements, and of whether theaccounting policies are appropriate to the company’s circumstances, consistently applied andadequately disclosed.


Opinion

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

Ernst & Young LLPRegistered AuditorBirmingham

251


Profit and Loss AccountFor the 47 Week Period Ended 21 August 2004

47 weekperiod ended

21 August2004

As restated52 week

period ended28 September

2003Notes £’000 £’000

Other operating income 81 82

Operating Profit 2 81 82

Interest receivable 4 54,878 56,616Interest payable 5 (54,878) (56,616)

Profit on Ordinary Activities 81 82Before Taxation

Tax on profit on ordinary activities 6 (24) (26)

Profit for the Period 11 57 56

All of the company’s operations are continuing.

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

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

252


Balance SheetAt 21 August 2004

21 August2004

As restated28 September

2003Notes £000 £000

Current AssetsDebtors due within one year 7 26,863 9,320Debtors due after more than one year 7 872,904 897,250Cash at bank and in hand — 1,457

899,767 908,027


Net Current Assets 873,104 897,393

Total Assets Less Current Liabilities 873,104 897,393

Creditors: amount falling due after more than one year 9 (872,904) (897,250)

Net Assets 200 143

Capital and ReservesCalled up share capital 10 — —Profit and loss account 11 200 143

Total Equity Shareholders’ Funds 11 200 143

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

R J McDonaldDirectorDate: 16 March 2005

253


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

1. Accounting PoliciesBasis of preparationThese financial statements are prepared under the historical cost convention, the accountingpolicies set out below and in accordance with applicable accounting standards.

Change in accounting policyComparative figures have been restated to reflect a change of with regard to the classification ofintercompany balances, deferred issue costs and management fees receivable. This brings thepolicy into line with the approach adopted by Punch Taverns plc and its subsidiary companies. Theeffect on the balance sheet is to decrease Total assets less current liabilities by £2,843,000 and todecrease Creditors falling due after more than one year by £2,843,000. The effect on the profit andloss account is to increase Operating Profit by £82,000 and to decrease Interest Receivable by£82,000.

Cash flow statementThe directors have taken advantage of the exemption in Financial Reporting Standard No 1(revised) from including a cash flow statement in the financial statements on the grounds that thecompany is wholly owned and its parent company (Punch Taverns plc) publishes consolidatedfinancial statements.

Debt issue costs and swap premiumIssue costs incurred in the raising of debt are capitalised and amortised over the term of therelevant financing at a constant rate on the carrying amount.

Premiums received for the acquisition of interest rate swaps are capitalised and amortised over theterm of the relevant financing at a constant rate on the carrying amount of the outstanding swap.

Facility feesCertain front end facility fees relating to loans and advances are included in deferred income andamortised over the term of the relevant financing at a constant rate on the carrying amount.

Financial instrumentsAmounts payable or receivable in respect of swap agreements are recognised in the interestpayable charge on an accruals basis. The interest differential amounts due to/from the group oninterest rate swaps are accrued until settlement date and are recognised as an adjustment tointerest expense.

2. Operating Profit

2004As restated

2003£000 £000

Operating income 150 1,883Administrative charges (150) (1,883)

Net operating costs — —

Other operating income:Management Fees Receivable 81 82

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

254



4. Interest Receivable

2004As restated

2003£000 £000

Interest receivable from group undertakings 54,878 56,616

5. Interest Payable and Similar Charges

2004 2003£000 £000

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

54,878 56,616

6. Taxation

2004 2003£000 £000

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

24 26

Reconciliation of tax charges

2004 2003£000 £000

Profit on ordinary activities before taxation 81 82

Profit on ordinary activities at standard rate of corporationtax in the UK (30%) 24 25

Adjustment in respect of previous period — 1

24 26

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

7. Debtors: amounts falling due within one year

2004As restated

2003£000 £000

Amounts owed by group undertakings 26,863 9,320

255



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

2004As restated

2003£000 £000

Amounts owed by group undertakings 872,904 897,250

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

8. Creditors: amounts falling due within one year

2004As restated

2003£000 £000

Secured notes 17,659 9,114Accruals and deferred income 8,917 —Amounts owed to group undertakings — 1,520Corporation tax 87 —

26,663 10,634

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

2004As restated

2003£000 £000

Secured notes 872,904 897,250

Total debt

2004£000

2003£000

Gross bank and other borrowings 894,223 909,615Less: Debt issue costs net of swap premiums (3,660) (3,251)

890,563 906,364

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

894,223 909,615

On 30 June 1999 the company issued £305 million of secured notes, and a further £109 millionwere issued on 17 February 2000 (the ‘‘Notes’’). On 28 June 2001 £10,000,000 of Class A1 Noteswere prepaid and a further £25,000,000 were prepaid on 28 September 2001. On 28 November2002 a further £535 million secured notes were issued. The Notes in issue at 21 August 2004 arelisted on the Luxembourg Stock Exchange and comprise:

9. Creditors: amounts falling due after more than one year (continued)£70,100,000 Class A1 Secured Floating Rate Notes due 2009£26,500,000 Class A2 Secured Floating Rate Notes due 2011£201,000,000 7.369% Class A3 Secured Notes due 2022

256



£77,500,000 8.44% Class B1 Secured Notes due 2025£54,122,600 Class A4 Floating Rate Notes due 2009£120,000,000 Class A5 Floating Rate Notes due 2016£220,000,000 5.943% Class A6 Secured Notes due 2024£125,000,000 6.962% Class B2 Secured Notes due 2028

The Notes are secured by legal mortgages and fixed and floating charges over all of the assets ofPunch Taverns (PMH) Limited (formerly Pubmaster Holdings Limited) and its subsidiaries (the‘‘Securitisation Group’’). The Notes are also secured over the future rental income stream fromtenants of the Securitisation Group’s public houses. The Class B Notes are subordinated to theClass A Notes.

The interest rate on the Class A1 Notes is LIBOR for three months sterling deposits plus a margin of 1%.The interest rate on the Class A2 Notes is LIBOR for three months sterling deposits plus a margin of1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Class A4 Notes is LIBORfor 3 months sterling deposits plus a margin of 0.4%. The interest rate on the Class A5 notes is LIBORfor three months sterling deposits plus a margin of 0.53% up to December 2012 and thereafter 1.32%.

Interest rate swap agreements have been entered into to cover the Class A1 and Class A2 Notesat a fixed rate of 5.7535% plus a margin of 1% on the Class A1 Notes and a margin of 1.25% onthe Class A2 Notes and at 5.7% plus a margin of 0.4% and 0.53% on the Class A4 and Class A5notes respectively.

10. Share Capital2004 2004 2003 2003

No. £ No. £Authorised share capitalOrdinary shares of £1 each 10,000 10,000 10,000 10,000

Allotted, called up and fully paid:Ordinary shares of £1 each 2 2 2 2

11. Reconciliation Of Shareholders’ Funds And Movements On Reserves

ShareCapital

£000

Profit &Loss

Account£000


Funds£000

At 30 September 2002 — 87 87

Profit for the period — 56 56

At 29 September 2003 — 143 143

Profit for the period — 57 57

At 21 August 2004 — 200 200

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

257



12. Derivatives And Other Financial Instruments (continued)The group enters into derivatives transactions. The purpose of such transactions is to manage theinterest rate risks arising from the company’s sources of finance. It is, and has been throughout theperiod under review, the company’s policy that no speculative trading in financial instruments shallbe undertaken.

The main risks arising from the company’s financial instruments are interest rate risk and liquidityrisk. There is no currency exposure as all transactions are in sterling. The board reviews andagrees policies for each of these risks and they are summarised below.

Interest rate riskThe group finances its operations through a mixture of retained profits and loan notes. The groupborrows at both fixed and floating rates of interest and then uses interest rate swaps to generatethe desired interest profile and to manage the group’s exposure to interest rate fluctuations. Thecash balances attract interest at floating rates. The interest rate on the company’s loan notes ismatched by loans to group undertakings.

Liquidity riskAs regards liquidity, the company is primarily financed by loan notes, with approximately 86%(September 2003: 88%) of the capital balance on these loan notes being repayable after more than5 years from the balance sheet date, subject to relevant covenants being met. The board continuesto review alternative sources of finance.

Cash balances are invested in short term deposits such that they are readily available to settle shortterm liabilities or to fund capital additions.

The maturity profile of the company’s loan notes matches that of loans made to group undertakings.

The maturity of borrowings (and hence balances due from group undertakings) is:

21 August2004£000


Within one year 17,532 9,522Within one to two years 25,471 23,403Within two to five years 81,220 78,831After five years 770,000 797,859

894,223 909,615

As permitted by Financial Reporting Standard 13, short-term debtors and creditors have beenexcluded from the numerical analyses following in notes (a) to (c).

(a) Interest rate profile

The interest rate profile of the financial liabilities and assets of the company is fixed as allfloating rate loan notes are hedged using interest rate swap instruments.

Details of the interest rates and repayment dates of these borrowings are set out in note 9.

The weighted average interest rate on the fixed rate borrowings is 6.83% (2003: 6.83%) andtheir weighted average period until maturity is 13 years (2003: 14 years).

(b) Borrowing facilities

The company had no undrawn committed borrowing facilities at either 21 August 2004 or28 September 2003.

258



12. Derivatives And Other Financial Instruments (continued)(c) Fair value of financial instruments

Set out below is a comparison of book values and fair values of the company’s financialassets and liabilities:

Book value Fair value Book value Fair value21 August

2004£000

21 August2004£000



Financial assets:Loans to subsidiary

undertakings 883,654 959,572 897,956 1,031,397Interest rate swaps 6,909 5,521 8,408 17,256

890,563 965,093 906,364 1,048,653

Financial Liabilities:Secured loan notes 883,654 959,572 897,956 1,031,397Interest rate swaps 6,909 5,521 8,408 17,256

890,563 965,093 906,364 1,048,653

The book value and fair value of the secured loan notes are both stated gross of unamortisedissue costs.

The fair values of the company’s financial assets and liabilities have been estimated asfollows:

Secured loan notes — Estimated market valueLoans to group undertaking — Estimated market valueSwaps — Estimated market value

(d) Gains and losses on hedges

The company uses interest rate caps and swaps to manage its interest rate exposure.Changes in the fair value of instruments used as hedges are not recognised in the financialstatements until the hedged position matures. An analysis of the gains on swaps with financialinstitutions and the losses on the back-to-back arrangement with group undertakings is asfollows:

The proceeds from the issue of the company’s secured loan notes were on-lent to a fellowgroup company on identical terms. Accordingly no recognised or unrecognised gains orlosses arise.

13. Related Party TransactionsTransactions with other companies within the Punch Taverns group are not disclosed as thecompany has taken advantage of the exemption available under Financial Reporting Standard 8‘‘Related Party Disclosures’’.

14. Ultimate parent UndertakingThe company’s ultimate parent undertaking and controlling party is Punch Taverns plc, a companyregistered in England & Wales.


259




260

APPENDIX 2

2.4

Punch Taverns (SPML) Limited

(formerly Sister of Pubmaster Limited)


21 August 2004

261

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

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

SecretaryS Rudd




Registered OfficeJubilee HouseSecond AvenueBurton Upon TrentStaffordshireDE14 2WF

262

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

Directors’ Report

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

Change of Name

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


The profit for the period after taxation amounted to £2,243,000 (66 week period ended 28 September2003: £4,319,000). There was no interim dividend paid (2003: £4,000,000). The directors do not proposepayment of a final dividend (2003: £nil).


On 1 December 2003 the ultimate parent undertaking, Pubmistress Limited, was acquired by the PunchTaverns group. The accounting period has been changed to bring it into line with the rest of the PunchTaverns Group.

The company’s principal activity during the period was the management of public houses.

Directors and their Interests

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


At 21 August 2004At 28 September 2003 or

date of appointment if laterOrd

SharesOrd Share

OptionsOrd

SharesOrd Share

OptionsD Kemp 28,139 154,871 27,845 149,953R McDonald 47,203 320,650 46,909 302,328F Patton 17,611 145,371 17,317 149,953N Preston 1,044 60,587 1,000 72,267A Thompson 47,274 163,470 46,980 157,685G Thorley 138,044 5,314,004 137,750 6,400,649W Walker 294 145,168 — 123,712

SAYE Share Option Scheme

At 28 September2003 or date of

appointment if later

Grantedduring the

periodLapsed during

the periodAt 21 August

2004D Kemp — — — —R McDonald 8,275 — — 8,275F Patton 9,894 — — 9,894N Preston 9,894 — — 9,894A Thompson 5,692 — — 5,692G Thorley 4,750 — — 4,750W Walker 4,750 — — 4,750

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

263


Creditor Payment Policy and PracticeIt is the company policy that payments to suppliers are made in accordance with those terms andconditions agreed between the company and its suppliers, provided that all trading terms and conditionshave been complied with.

At 21 August 2004 the company had an average of 66 days (28 September 2003: 138 days) purchasesoutstanding in trade creditors.

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



264


Statements of Directors’ Responsibilities in Respect of the FinancialStatements


(a) select suitable accounting policies and then apply them consistently

(b) make judgements and estimates that are reasonable and prudent

(c) state whether applicable accounting standards have been followed, subject to any materialdepartures disclosed and explained in the financial statements; and

(d) prepare the financial statements on the going concern basis unless it is inappropriate to presumethat the company will continue in business.


265


Independent Auditors’ Reportto the Members of Punch Taverns (SPML) Limited

We have audited the company’s financial statements for the period ended 21 August 2004 whichcomprise the Profit and Loss Account, the Statement of Total Recognised Gains and Losses, the BalanceSheet and the related notes 1 to 21. These financial statements have been prepared on the basis of theaccounting policies set out therein.










Opinion

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


266


Profit and Loss Accountfor the 47 week period ended 21 August 2004

Notes 47 week period ended 21 August 2004 66 week period ended 28 September 2003

Total£000

Exceptional£000

BeforeExceptional

Items£000

TotalAs restated

£000Exceptional

£000

BeforeExceptional

Items£000

Turnover 2 99,103 — 99,103 98,972 — 98,972Cost of Sales (38,945) — (38,945) (39,712) — (39,712)

Gross Profit 60,158 — 60,158 59,260 — 59,260

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

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

Loss on disposal offixed assets (23) — (23) (471) — (471)

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

Profit on OrdinaryACtivities BeforeTaxation

2,368 (7,814) 10,182 12,144 (1,640) 13,784

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

Profit on OrdinaryActivities AfterTaxation

2,243 (5,470) 7,713 4,319 (1,640) 5,959

Dividends 10 — — — (4,000) — (4,000)

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

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

267


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

47 weekperiod ended

21 August2004£000

66 weekperiod ended28 September

2003£000

As restatedProfit for the period 2,243 319

Total recognised gains and losses for the period 2,243 319

Prior year adjustment (see note 1) 8,691

Total gains since last annual report 10,934

268



Notes

21 August2004£000


As restatedFixed AssetsTangible Assets 11 574,307 586,107

Current AssetsDebtors 12 17,452 14,096Cash at bank and in hand 29,132 25,479

46,584 39,575


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

Total Assets Less Current Liabilities 579,492 577,674

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

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

Net Assets 11,253 9,010

Capital and ReservesCalled up share capital 16 — —Revaluation Reserve 17 20,839 20,839Profit and loss account 17 (9,586) (11,829)

Total Equity Shareholders’ Funds 17 11,253 9,010

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

RJ McDonaldDirector

20 May 2005

269





These financial statements are prepared under the historical cost convention, modified by therevaluation of certain properties, the accounting policies set out below and in accordance withapplicable accounting standards.

Change of accounting policy

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

Turnover

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

Tangible fixed assets and depreciation

Valuation

Trading properties within the estate are revalued professionally by independent valuers on afive-year rolling basis.

Surpluses arising from the professional valuation of the licensed estate are taken directly to therevaluation reserve. Valuation surpluses realised on sale are transferred from the revaluationreserve to the profit and loss account reserve.

Any deficit arising from the professional valuation of properties is taken directly to the revaluationreserve until the carrying amount reaches historical cost and thereafter, deficits below historicalcosts are charged to the profit and loss account except to the extent that the value in use exceedsthe valuation in which case this is taken to the revaluation reserve.

Depreciation

It is the company’s policy to maintain the properties comprising the licensed estate in such acondition that the residual values of the properties, based on prices prevailing at the time ofacquisition or subsequent revaluation, are at least equal to their book values. The primaryresponsibility for the maintenance of such properties, ensuring that they remain in soundoperational condition, is normally that of the lessee as required by their lease contracts with thecompany. Having regard to this, it is the opinion of the Directors that depreciation of any suchproperty as required by the Companies Act 1985 and generally accepted accounting practice wouldnot be material.

It is the opinion of the Directors that it is not practical or appropriate to separate from the value ofthe buildings the value of long life fixtures and fittings, which are an integral part of the buildings.This approach is supported by the opinion of an independent external adviser.

Landlord’s fixtures and fittings include removable items, which are generally regarded as withinlandlord ownership. These are depreciated in accordance with the policy detailed below.

270



1. Accounting Policies (continued)An annual impairment review is carried out on all properties in accordance with FRS 11 and FRS15.

Depreciation is provided on other tangible fixed assets at rates calculated to write off the cost lessestimated residual value of each asset evenly over its expected useful life, as follows:

Short leasehold properties — over the lease termLandlord’s fixtures and fittings — 5 yearsOffice furniture and fittings — 5 yearsInformation technology developments — over 3 to 10 yearsInformation technology equipment — 3 yearsMotor vehicles — 5 years



Leasing commitments

Rentals paid under operating leases are charged to the profit and loss account on a straight-linebasis over the lease term.

Pension costs

Contributions to defined contribution schemes are charged to the profit and loss account asincurred.

The company operates a funded pension scheme providing benefits based on final pensionablepay. The assets of the scheme are held separately from those of the company. Contributions to thescheme are charged to the profit and loss account so as to spread the cost of pensions overemployees’ working lives with the company.

Taxation

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and lawsthat have been enacted or substantially enacted at the balance sheet date. Deferred tax isrecognised in respect of all timing differences that have originated but not reversed at the balancesheet date, where transactions or events that result in an obligation to pay more tax in the futureor a right to pay less tax in the future have occurred at the balance sheet date.

A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basisof all available evidence, it can be regarded as more likely than not that there will be suitabletaxable profits against which to recover carried forward tax losses and from which the futurereversal of underlying timing differences can be deducted.

Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments)of fixed assets, or gains on disposal of fixed assets that have been rolled over into replacementassets, only to the extent that, at the balance sheet date, there is a binding agreement to disposeof assets concerned. However, no provision is made where, on the basis of all available evidenceat the balance sheet date, it is more likely than not that the taxable gain will be rolled over intoreplacement assets and charged to tax only where the replacement assets are sold.

Deferred tax is measured at the tax rates that are expected to apply in the periods in which thetiming differences are expected to reverse, based on tax rates and laws that have been enacted orsubstantively enacted by the balance sheet date. Deferred tax is measured on a non-discountedbasis.

271



1. Accounting Policies (continued)Capital instruments

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

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

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

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

Cash flow statement

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

2. TurnoverThe company’s turnover and profit on ordinary activities before taxation are derived wholly withinthe United Kingdom from its principal activity.

2004£000

2003£000

Turnover includes property rentals of: 25,951 24,588

3. Administrative Costs2004£000

2003£000

Recurring administrative costs 12,282 8,080Exceptional costs 7,814 1,640


The exceptional charges in 2004 relate to the acquisition of the group by the Punch Taverns groupand are principally redundancy and integration costs of £3,648,000 and changes in accountingestimations of £4,166,000. The tax impact of exceptional items is £2,344,000 (2003: £492,000).

The exceptional operating charges in 2003 relate to costs associated with the raising of loanfinance in the year which do not fall to be capitalised as issue costs in accordance with FRS4(Capital instruments).

272



4. Operating Profit

This is stated after charging:2004£000

2003£000

Depreciation – owned assets 866 1,499Auditors’ remuneration — 42Operating lease rentals – Land and Buildings 402 662Operating lease rentals – Plant and Machinery 3 17

In 2004 the auditors’ remuneration has been met by a fellow group undertaking.

5. Directors’ Emoluments

The company is charged a management fee that includes the cost of remuneration of the directorswhich is not separately identified in the total management fee.

6. Staff Costs

The employees of Punch Taverns (SPML) Limited hold contracts of service with Punch Taverns(PML) Limited (formerly Pubmaster Limited). Their remuneration is included in that company’sfinancial statements up to 29 May 2004. On the 29 May 2004 the employees were seconded toPunch Taverns (PTL) Limited and their remuneration from that date is included in that company’sfinancial statements. Punch Taverns (SPML) Limited is charged a management fee that includesthe cost of these employees which is not separately identified in the total management fee.

7. Interest Receivable2004£000

2003£000

Bank deposit interest 538 318Interest receivable from group undertakings:

Amortisation of swap premium 1,439 1,240

1,977 1,558

8. Interest Payable And Similar Charges2004£000

2003£000

Other interest payable 12 —Interest payable to group undertakings:

Loan interest 39,009 37,928Amortisation of issue costs 627 555

39,648 38,483

273



9. Taxation2004£000

2003£000

Group relief payable at 30% 215 2,313Adjustments in respect of prior periods 4 —

UK corporation tax 219 2,313Deferred tax (94) 5,512

125 7,825

Current tax is stated net of a tax credit of £2,344,000 on exceptional costs.

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

The charge to UK corporation tax is reconciled as follows:

Reconciliation of tax charges2004£000

2003£000


Profit on ordinary activities at standard rate of corporation tax in theUK (30%)

710 3,643

Effects of:Expenses not deductible for tax purposes 941 629Capital allowances for the period in excess of depreciation (1,283) (6,049)Utilisation of tax losses brought forward (160) —Loss on disposal of fixed assets 7 —Intra-group transfer of assets — 4,090Adjustments in respect of prior periods 4 —

219 2,313

10. Dividends2004£000

2003£000

Ordinary dividend at Nil per share (2003: £4,000,000 per share) onordinary shares — 4,000

274



11. Tangible Fixed Assets

Land andbuildings

Fixtures,fittings andequipment Total

£000 £000 £000Cost or valuation:At 28 September 2003 – as restated 584,012 2,285 586,297Additions 1,306 1,041 2,347Disposals (13,142) (149) (13,291)

At 21 August 2004 572,176 3,177 575,353

Depreciation:At 28 September 2003 – as restated — 190 190Charge for the year 133 733 866Disposals — (10) (10)

At 21 August 2004 133 913 1,046

Net book value:At 21 August 2004 572,043 2,264 574,307

At 28 September 2003 – as restated 584,012 2,095 586,107

The net book amount of leasehold land and buildings comprises:

2004£000

As restated2003£000

Freehold 539,919 551,287Long Leasehold 30,712 30,821Short Leasehold 1,412 1,904

572,043 584,012

The estate has been revalued as part of the acquisition by the Punch Taverns group on 1 December2003. The revaluation was completed by the directors in consultation with professional advisors.This valuation has been adopted in the restated amounts at 28 September 2003. See Note 1regarding the change in accounting policy.

If land and buildings had not been revalued they would have been stated on a historical basis asfollows:

£000Cost 564,681Accumulated Depreciation (1,329)

Net book valueAt 21 August 2004 563,352

At 28 September 2003 575,321

As required by FRS 15 and FRS 11 the directors have performed a review of fixed assets forimpairment.

The company’s policy is to carry properties within the estate at valuation. Therefore 20% of theestate will be revalued professionally by independent valuers each year. Surpluses arising fromprofessional valuations will be taken directly to the revaluation reserve.

275



12. Debtors: amounts falling due within one year2004£000

2003£000

Trade debtors 8,443 4,867Other debtors 1,197 4,877Amounts owed by immediate parent undertaking 7,276 1,000Prepayments 536 3,352

17,452 14,096

13. Creditors: amounts falling due within one year2004£000

2003£000

Trade creditors 8,224 17,618Other creditors 2,572 800Accruals and deferred income 3,457 897Corporation tax 2,532 —Amounts owed to group undertakings 22,707 26,276Other taxes and social security 1,907 2,417

41,399 48,008

Included in amounts owed to group undertakings is £9.4 million (2003: £8.7 million) of term loans.

14. Creditors: amounts falling due after more than one year2004£000

2003£000

Amounts owed to group undertakings:Term loan 491,859 502,066Subordinated loan 68,598 61,086

560,457 563,152

The subordinated loan owed to Inn Partnership Limited, a fellow subsidiary undertaking, isrepayable in 2030, and has an interest rate of 17.5%.

The term loans are owed to Punch Taverns (PML) Limited (formerly Pubmaster Limited), a fellowsubsidiary undertaking, and comprise the following:

£54,284,000 Term A4 Floating Rate Notes due 2009£115,256,000 Term A5 Floating Rate Notes due 2016£211,303,000 5.943% Term A6 Secured Notes due 2024£120,059,000 6.962% Term B2 Secured Notes due 2028

The interest rate on the Term A4 Notes is LIBOR for three months sterling deposits plus a marginof 0.40%. The interest rate on the Term A5 Notes is LIBOR for three months sterling deposits plusa margin of 0.53% up to December 2012 and 1.32% thereafter.

The term loans are inclusive of issue costs, discounts and premiums of £348,000 (2003:£1,160,000).

Hedging instruments

The company has taken out hedging instruments in the form of interest rate swap agreements, toswap the LIBOR interest rate to a fixed rate 5.7% on the Class A4 and Class A5 notes.

276



15. Provisions For Liabilities And ChargesOnerous

lease£000

DeferredTax

£000

Total

£000Provision at 28 September 2003 — 5,512 5,512Charged to profit and loss account 2,395 (94) 2,301Utilised in the period (31) — (31)

Provision at 21 August 2004 2,364 5,418 7,782

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

The deferred tax liability comprises the following:2004£000

2003£000

Accelerated capital allowances 6,365 5,672Short term timing differences (947) —Losses — (160)

5,418 5,512

16. Share Capital2004

No.2004

£2003

No.2003

£Authorised share capitalOrdinary shares of £1 each 100 100 100 100

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

277



17. Reconciliation Of Shareholders’ Funds And Movements On Reserves

Share Capital£000

RevaluationReserve

£000

Profit & LossAccount

£000


Funds£000

At 21 June 2002 — — — —

Profit for the period — — 4,319 4,319

Dividends — — (4,000) (4,000)

At 28 September 2003 – aspreviously reported — — 319 319

Prior year adjustment — 20,839 (12,148) 8,691

At 28 September 2003 – asrestated — 20,839 (11,829) 9,010

Profit for the period — — 2,243 2,243

At 21 August 2004 — 20,839 (9,586) 11,253

18. Financial Commitments

Capital Commitments:2004£000

2003£000

Contracted not provided 326 270

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

Other commitments:

Land and Buildings2004£000

2003£000

Operating leases which expire:Within one year — 17Within two to five years 69 135Over 5 years 248 207

317 359


In accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November2002) the company has guaranteed the payments of principal of, and interest on, the loan notesissued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 21August 2004 was £894,222,600 (2003: £909,615,200).

278




The company has taken advantage of the exemption in paragraph 3(c) of FRS8 from disclosingtransactions with related parties that are part of the Punch Taverns plc group or investees of thegroup. There were no other related party transactions during the period.

21. Ultimate parent Undertaking




279

APPENDIX 3

3.1

Pubmaster Limited

Annual Report

For the year ended 28 September 2003

280

Pubmaster LimitedFor the year ended 28 September 2003

Directors’ report for the year ended 28 September 2003 282Independent auditors’ report to the members of Pubmaster Limited 284Profit and loss account for the year ended 28 September 2003 285Balance sheet as at 28 September 2003 286Reconciliation of movements in equity shareholders’ deficit for the year ended

28 September 2003 287Accounting policies 288Notes to the financial statements for the year ended 28 September 2003 290

281


Directors’ report for the year ended 28 September 2003

The directors present their report and the audited financial statements of the company for the year ended28 September 2003.

Principal activities

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

Review of the business

On 7 November 2002 the company acquired 59 public houses located in Scotland and their relatedtrading assets and liabilities from fellow group companies for a total consideration of £27.9m as part ofthe group re-organisation of its financing arrangements. This was ultimately satisfied on 28 November2002 by cash of £23,100,000 and by the creation of an intercompany loan of £4,800,000 attracting aninterest rate of 17.5% p.a.

On 21 November 2002 the company acquired the entire freehold interest in the portfolio of public housespreviously leased from Cousin of Pubmaster Limited, a subsidiary undertaking, for a consideration of£102,628,155 in the form of an interest free intercompany loan note.

We continued throughout the year with our successful ‘‘Churn and Invest’’ strategy - selling our underperforming pubs and re-investing the proceeds of sale by development of our core estate. During theyear under review we have sold 54 pubs and invested £6.3 million in the estate.

Results and dividends

During the year under review the company made a profit before taxation of £2,151,000 (2002: loss of£1,521,000). This is stated after exceptional operating charges of £4,812,000 (2002: £909,000) (seenote 2). The directors do not recommend the payment of a dividend.

Directors and their interests

The directors who held office during the year were as follows:

Mr A Cross (resigned 30 April 2003)

Mr R Gundry

Mr N A Sammons

Mr J R Sands

Mr R Tumbull

Mr M Womack (resigned 1 July 2003)

The directors hold no beneficial interest in the shares of the company. The beneficial interests of thedirectors at the end of the year in the shares of the ultimate parent undertaking, Pubmistress Limited, aredisclosed in the annual report of that company.

Employees

It is the company’s practice to give full and fair consideration to applications for employment receivedfrom disabled persons, subject to the company’s requirements and to the qualifications, ability andaptitude of the individual in each case. Similar consideration is given to any employees who becomedisabled during their employment. Employees are provided with information about the company throughregular briefing bulletins.

Political and charitable contributions

The company made no political contributions during the year. The company made no charitabledonations during the year (2002: £1,000).

282


Statement of directors’ responsibilities

Company law requires the directors to prepare financial statements for each financial year that give atrue and fair view of the state of affairs of the company and of the profit or loss of the company for thatperiod. The directors are required to prepare the financial statements on the going concern basis unlessit is inappropriate to presume that the company will continue in business.

The directors confirm that suitable accounting policies have been used and applied consistently. Theyalso confirm that reasonable and prudent judgements and estimates have been made in preparing thefinancial statements for the year ended 28 September 2003 and that applicable accounting standardshave been followed.

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

Auditors

The auditors, PricewaterhouseCoopers LLP have indicated their willingness to continue in office. Anelective resolution has been passed removing the requirement to reappoint auditors annually.

By order of the Board

J Deegan 13 November 2003

Secretary

283


Independent auditors’ report to the members of Pubmaster Limited

We have audited the financial statements which comprise the profit and loss account, the balance sheet,the reconciliation of movements in equity shareholders’ deficit and the related notes which have beenprepared under the accounting policies set out in the statement of accounting policies.


The directors’ responsibilities for preparing the annual report and the financial statements in accordancewith applicable United Kingdom law and accounting standards are set out in the statement of directors’responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatoryrequirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. Thisreport, including the opinion, has been prepared for and only for the company’s members in accordancewith Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion,accept or assume responsibility for any other purpose or to any other person to whom this report isshown or in to whose hands it may come save where expressly agreed by our prior consent in writing.

We report to you our opinion as to whether the financial statements give a true and fair view and areproperly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion,the directors’ report is not consistent with the financial statements, if the company has not kept properaccounting records, if we have not received all the information and explanations we require for our audit,or if information specified by law regarding directors’ remuneration and transactions is not disclosed.


We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board.An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures inthe financial statements. It also includes an assessment of the significant estimates and judgementsmade by the directors in the preparation of the financial statements, and of whether the accountingpolicies are appropriate to the company’s circumstances, consistently applied and adequately disclosed.


Opinion

In our opinion the financial statements give a true and fair view of the state of the company’s affairs at28 September 2003 and of its loss for the year then ended and have been properly prepared inaccordance with the Companies Act 1985.

PricewaterhouseCoopers LLPChartered Accountants and Registered AuditorsNewcastle upon Tyne

13 November 2003

284


Profit and loss account for the year ended 28 September 2003

Note2003£’000

2002£’000

Turnover 1 135,506 127,342Operating costs 2 (86,743) (85,111)

Operating profit 3 48,763 42,231Loss on sale of fixed assets (2,667) (3,217)

Profit on ordinary activities before interest and taxation 46,096 39,014Interest receivable and similar income 6 28,472 866Interest payable and similar charges 7 (72,417) (41,401)

Profit/(loss) on ordinary activities before taxation 2,151 (1,521)Tax on profit/(loss) on ordinary activities 8 (2,892) (1,746)

Loss for the financial year 17 (741) (3,267)

There is no difference between the profit/(loss) on ordinary activities before taxation and the loss for theyears stated above and their historical cost equivalents.There are no recognised gains and losses other than the reported result stated above.

285


Balance sheet as at 28 September 2003

Note £’0002003£’000 £’000

2002£’000

Fixed assetsTangible assets 9 427,479 301,036Investments 10 141,761 146,223

569,240 447,259Current assetsAssets held for resale 11 7,146 7,114Debtors — Amounts falling due after

more than one year 12 524,521 25,304Debtors — Amounts falling due within one year 12 43,168 18,657Cash at bank and in hand 41,940 32,890

616,775 83,965Creditors — Amounts falling due within one year 13 (198,355) (73,580)

Net current assets 418,420 10,385

Total assets less current liabilities 987,660 457,644

Creditors — Amounts falling due after more thanone year 14 (1,016,955) (486,198)

Net liabilities (29,295) (28,554)

Capital and reservesCalled up share capital 16 — —Profit and loss account 17 (29,295) (28,554)

Total equity shareholders’ deficit (29,295) (28,554)

The financial statements were approved by the board of directors on 13 November 2003 and weresigned on its behalf by:

Director

286


Reconciliation of movements in equity shareholders’ deficit for the year ended28 September 2003

2003£’000

2002£’000

Loss for the financial year (741) (3,267)

Net change in equity shareholders’ deficit (741) (3,267)Equity shareholders’ deficit at 30 September 2002 (28,554) (25,287)

Equity shareholders’ deficit at 28 September 2003 (29,295) (28,554)

287


Accounting policies

These financial statements are prepared under the historical cost convention, the accounting policies setout below and in accordance with applicable accounting standards.

Consolidation

The company is exempt by virtue of s228 of the Companies Act 1985 from the requirement to prepareconsolidated financial statements.

Turnover

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


All licensed properties are carried at cost less accumulated depreciation.

Freehold buildings and properties held on a lease with an unexpired life exceeding 50 years aredepreciated in accordance with Financial Reporting Standard Number 15.

Depreciation is calculated so as to write off the cost of a fixed asset on a straight line basis over itsestimated useful economic life, taking into account expected residual values, using the following rates:

Freehold buildings — 50 years

Leasehold properties — lower of life of lease or 50 years

Fixtures, fittings and equipment — 5 to 10 years

Freehold land is not depreciated.



Leases

Where the company enters into a lease which entails taking substantially all the risks and rewards ofownership of an asset, the lease is treated as a ‘‘finance lease’’. The asset is recorded in the balancesheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease,whichever is shorter. Future instalments under such leases, net of finance charges, are included withcreditors. Rentals payable are apportioned between the finance element, which is charged to the profitand loss account, and the capital element which reduces the outstanding obligation for futureinstalments.

All other leases are accounted for as ‘‘operating leases’’ and the rental charges are charged to the profitand loss account on a straight line basis over the life of the lease.

Pension costs

The Pubmistress Limited group operates a funded pension scheme providing benefits based on finalpensionable pay. The assets of the scheme are held separately from those of the group. Contributionsto the scheme by group companies are charged to the profit and loss account so as to spread the costof pensions over employees’ working lives with the group. Details of the most recent actuarial valuationand contribution to the scheme can be found in the financial statements of Pubmistress Limited.

The Pubmistress Limited group also operates a defined contribution pension scheme. The group’scontributions to this scheme are charged to the profit and loss account as incurred.

Deferred taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversedat the balance sheet date where transactions or events that result in an obligation to pay more tax in the

288


future or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred taxasset is regarded as recoverable and therefore recognised only when, on the basis of all availableevidence, it can be regarded as more likely than not that there will be suitable taxable surpluses fromwhich the future reversal of the underlying timing differences can be deducted. Deferred tax balances arenot discounted.

Goodwill

Goodwill represents the excess of the fair value of the consideration of acquisitions of subsidiaryundertakings or businesses over the fair value of the identifiable net assets acquired.

For acquisitions after 28 September 1998 goodwill is capitalised as an intangible asset and amortisedthrough the profit and loss account on a straight line basis over its estimated useful economic life up toa maximum of 20 years. Goodwill previously eliminated against reserves has not been reinstated.

On disposal of a subsidiary undertaking or business, goodwill previously written off directly to reservesis transferred to the profit and loss account.

Cash flow statement

The company is exempt from the requirements of Financial Reporting Standard 1 (Revised 1996) toprepare a cash flow statement as it is a wholly owned subsidiary undertaking of Pubmaster HoldingsLimited and its cash flows are included within the consolidated cash flow statement of PubmistressLimited, the ultimate parent undertaking at 28 September 2003.

Investments

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

Debt issue costs and swap premiums

Issue costs incurred in the raising of debt are capitalised and amortised over the term of the relevantfinancing at a constant rate on the carrying amount.

Premiums received for the acquisition of interest rate swaps are capitalised and amortised over the termof the relevant financing at a constant rate on the carrying amount of the outstanding swap.

289


Notes to the Financial Statementsfor the year ended 28 September 2003

1 Analysis of turnover and profit on ordinary activities before taxation

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

2 Operating costs

2003£’000

2002£’000

External charges 62,518 70,400Staff costs (see note 5) 9,780 6,628Other operating charges— recurring 6,588 4,662— exceptional 4,812 909Depreciation 3,045 2,512


The exceptional operating charges relate to £69,000 costs associated with the raising of loanfinance in the year which do not fall to be capitalised as issue costs in accordance with FRS4(Capital instruments) and £281,000 of reorganisation costs and £4,462,000 relating to the writedown of the investment in subsidiary undertaking to the recoverable amount.

3 Operating profit

2003£’000

2002£’000

Operating profit is stated aftercharging/(crediting):

Auditors’ remunerationAudit services 55 65Rentals payable under operating leasesLand and buildings 2,940 10,375Plant and machinery 1,301 995Rents receivable from property (26,873) (25,103)

4 Directors’ emoluments

2003£’000

2002£’000

Directors’ emolumentsAggregate emoluments 1,145 777

2003£’000

2002£’000

Highest paid directorAggregate emoluments 219 196

4 directors (2002: 4) have retirement benefits accruing under the group’s defined benefit scheme.

The highest paid director has an accrued pension benefit of £128,467 at 28 September 2003(£97,106 at 29 September 2002).

Included in the above is compensation for loss of office £236,000 (2002: £Nil).

290



5 Staff numbers and costs

The average number of persons employed by the company (including directors) all of whom werecategorised as providing administrative support services during the year, was 267 (2002: 201),

The aggregate payroll costs of these persons were as follows:

2003£’000

2002£’000

Wages and salaries 8,171 5,440Social security costs 792 585Other pension costs 817 603

9,780 6,628

6 Interest receivable and similar income

2003£’000

2002£’000

Bank deposit interest 1,028 866Interest receivable from group undertakings 27,392 —Amortisation of swap premium 52 —

28,472 866

7 Interest payable and similar charges

2003£’000

2002£’000

Interest payable on loans from group undertaking 71,853 40,931Amortisation of debt issue costs 493 470Sundry interest payable 71 —

72,417 41,401

8 Taxation

2003£’000

2002£’000

Current taxGroup relief payable at 30%Current year 308 260Adjustment in respect of previous periods (265) 914

Total current tax 43 1,174Deferred taxOrigination and reversal of timing differences 2,849 712Adjustment in respect of previous periods — (140)Total deferred tax 2,849 572

2,892 1,746

291



8 Taxation (continued)2003£’000

2002£’000

Profit/(loss) on ordinary activities before taxation 2,151 (1,522)

Profit/(loss) on ordinary activities multiplied by thestandard rate of corporation tax in the UK of 30% 645 (457)

Effects of:Expenses not deductible for tax purposes 2,903 1,428Capital allowances for the period in excess of

depreciation 427 548Utilisation of losses (3,131) (1,230)Other short term timing of assets 28 (29)Intra-group transfer of assets (49) —Transfer of losses from fellow group undertakings (515) —Adjustments to tax charge in respect of previous

periods (265) 914

Current tax charge for the year 43 1,174

There are no factors expected to significantly effect the tax charge in future periods.

9 Tangible fixed assets

Freehold landand buildings

£’000

Leaseholdland and

buildings£’000

Fixtures,fittings andequipment

£’000Total£’000

CostAt 30 September 2002 277,697 37,181 16,493 331,371

Transfer from group company 127,678 2,419 1,184 131,281Additions 5,212 309 803 6,324Disposals (5,763) (1,464) (547) (7,774)

At 28 September 2003 404,824 38,445 17,933 461,202

Accumulated depreciationAt 30 September 2002 1,868 18,467 10,000 30,335Transfer from group company 753 — — 753Charge for the year 970 404 1,671 3,045Disposals (46) (160) (204) (410)

At 28 September 2003 3,545 18,711 11,467 33,723

Net book amountAt 28 September 2003 401,279 19,734 6,466 427,479

At 29 September 2002 275,829 18,714 6,493 301,036

292



9 Tangible fixed assets (continued)The net book amount of leasehold land and buildings comprises:

2003£’000

2002£’000

Long leasehold 15,651 16,684Short leasehold 4,083 2,030

19,734 18,714

10 Fixed asset investments

Shares insubsidiary

undertakings£’000

At 30 September 2002 115,751Provision for diminution in value (4,462)

At 28 September 2003 111,289

Loans tosubsidiary

undertaking£’000

Cost and net book amountAt 28 September 2003 and 30 September 2002 30,472

Total investmentsAt 28 September 2003 141,761At 30 September 2002 146,223

Investment value has been written down to the estimated recoverable amount.

The company owns the following wholly owned subsidiary undertakings:


Country ofregistration orincorporation Principal activity

Class andpercentage ofshares held

Held by Pubmaster LimitedMercury Taverns (Holdings) Limited England Non-trading Ordinary 100%Cousin of Pubmaster Limited England Property management Deferred 100%

Ordinary 100%Held by subsidiary undertakingsMercury Taverns plc England Non-trading Ordinary 100%Son of Pubmaster Limited England Non-trading Ordinary 100%Daughter of Pubmaster Limited England Non-trading Ordinary 100%

In the opinion of the directors the investments in and amounts due from the company’s subsidiaryundertakings are worth at least the amounts at which they are stated in the balance sheet.

293



11 Assets held for resale

2003£’000

2002£’000

Finished goods and goods for resale 7,146 7,114

There is no material difference between the replacement cost of assets held for resale and theirbalance sheet amounts.

12 Debtors

2003£’000

2002£’000

Amounts falling due within one yearTrade debtors 8,500 6,460Amounts owed by ultimate parent undertaking — 423Amounts owed by group undertakings 28,179 6,055Other debtors 3,995 3,415Prepayments and accrued income 2,494 2,304

43,168 18,657

Amounts falling due after more than one yearAmounts owed by group undertakings 502,066 —Deferred tax asset (note 15) 22,455 25,304

524,521 25,304

13 Creditors — Amounts falling due within one year

2003£’000

2002£’000

Trade creditors 22,570 20,632Amounts owed to group undertakings 150,293 42,577Other taxes and social security 2,117 2,235Other creditors 6,660 6,183Accruals and deferred income 16,715 1,953

198,355 73,580

Included in accruals and deferred income is £15.4 million of interest due on the term loans.

14 Creditors — Amounts falling due after more than one year

2003£’000

2002£’000

Amounts owed to group undertakingsSubordinated loans 90,523 82,537Loan note 29,590 29,590Term loans 896,842 374,071

1,016,955 486,198

The subordinated loans owed to group undertakings are repayable in 2030 and have interest ratesof 17½%.

294



14 Creditors — Amounts falling due after more than one year (continued)The loan note owed to a subsidiary undertaking is repayable in 2005.

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

£74,000,000 Term A1 Floating Rate Notes due 2009£26,500,000 Term A2 Floating Rate Notes due 2011£201,000,000 7.379 per cent Term A3 Notes due 2022£77,500,000 8.45 per cent Term B1 Notes due 2025£65,615,200 Term A4 Floating Rate Notes due 2009£120,000,000 Term A5 Floating Rate Notes due 2016£220,000,000 5.953 per cent Term A6 Secured Notes due 2024£125,000,000 6.972 per cent Term B2 Secured Notes due 2028

The interest rate on the Term Al Notes is LIBOR for three months sterling deposits plus a marginof 1.01%. The interest rate on the Term A2 Notes is LIBOR for three months sterling deposits plusa margin of 1.26% up to September 2009 and 2.51% thereafter. The interest rate on the Term A4Notes is LIBOR for 3 months sterling deposits plus a margin of 0.41%. The interest rate on the TermA5 notes is LIBOR for three months sterling deposits plus a margin of 0.54% up to December 2012and thereafter 1.33 per cent.

The term loans are stated net of issue costs, discounts and premiums of £3,251,000 as at28 September 2003 (2002: £4,929,000).

15 Deferred taxation

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

2003£’000

2002£’000

Accelerated capital allowances 4,251 369Short term timing differences 116 116Losses 18,088 24,819

At 28 September 2003 22,455 25,304

Movement in the amount recognised in the period:

£’000Balance as at 29 September 2002 25,304Deferred tax charge for the year ended 28 September 2003 (2,849)

At 28 September 2003 22,455

16 Share capital

2003£’000

2002£’000

Authorised100 (2002: 100) ordinary shares of £1 each 100 100Allotted, called-up and fully paid1 (2002: 1) ordinary share of £1 each 1 1

295



17 Reserves

Profitand lossaccount

£’000At 30 September 2002 (28,554)Profit for the financial year (741)

At 28 September 2003 (29,295)

The cumulative amount of goodwill which has been eliminated against reserves is £47,069,000(2002: £47,069,000).

18 Commitments

(a) Capital commitments at the end of the financial year for which no provision has been made.

2003£’000

2002£’000

Committed but not provided 363 88

(b) Annual commitments under non-cancellable operating leases are as follows:

2003 2002Land andbuildings

£’000Other£’000

Land andbuildings

£’000Other£’000

Operating leases which expire:Within one year 61 315 1,456 405In the second to fifth years inclusive 383 818 130 665After five years 495 — 715 —

939 1,133 2,301 1,070

19 Contingent liabilities

In accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November2002) the company has guaranteed the payments of principal of, and interest on, the loan notesissued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at28 September 2003 was £909,615,200 (2002: £379,000,000).

20 Related party transactions

Transactions with other companies within the Pubmistress Limited group are not disclosed as thecompany has taken advantage of the exemption available under Financial Reporting Standard 8‘‘Related Party Disclosures’’.

21 Ultimate parent undertaking

The immediate parent undertaking is Pubmaster Holdings Limited.

The ultimate parent undertaking and controlling party at 28 September 2003 is PubmistressLimited, a company registered in England and Wales. Copies of Pubmistress Limited consolidatedfinancial statements can be obtained from The Registrar of Companies, Companies House, CrownWay, Cardiff, CF14 3HZ.

296

APPENDIX 3

3.2

Pubmaster Holdings Limited

Annual report

For the year ended 28 September 2003

Registered Number 3720775

297

Pubmaster Holdings LimitedFor the period ended 28 September 2003

Annual Report

for the year ended 28 September 2003

Contents

Directors’ report for the year ended 28 September 2003 299Independent auditors’ report to the members of Pubmaster Holdings Limited 301Group profit and loss account for the year ended 28 September 2003 302Group balance sheet as at 28 September 2003 303Company balance sheet as at 28 September 2003 304Reconciliation of movements in group equity shareholders’ deficit for the year ended 28

September 2003 305Group cash flow statement for the year ended 28 September 2003 306Accounting policies 307Notes to the financial statements for the year ended 28 September 2003 309

298


Directors’ report for the year ended 28 September 2003

The directors present their report and the audited non-statutory financial statements for the year ended28 September 2003.


The company’s principal activity during the year was as an intermediate holding company. The principalactivity of the company’s subsidiaries during the year was the operation of public houses, letting the pubsto tenants and lessees through tenancy and lease agreements. The agreements provide that thesubsidiaries derive income from three main sources, namely, the wholesale supply of beer and otherproducts, rent from the tenants/lessees and a share of the profits from gaming machines sited in pubs.

Review of the business

We continued throughout the year with our successful ‘‘Churn and Invest’’ strategy - selling ourunderperforming pubs and re-investing the proceeds of sale by development of our core estate. Duringthe year under review we have sold 69 pubs and invested £10.2 million in the estate.

We remain a major operator in the tenanted/leased pub industry and retain confidence in our ability tocontinue to exploit growth opportunities as they arise.

The group re-financed the acquisition of 59 pubs located in Scotland and 1,200 tenanted/leased pubslocated principally in the North West, Midlands and South West of England by issuing £535 million(gross) of new fixed and floating rate notes on 28 November 2002.

The assets had been acquired earlier in the year by other companies within the Pubmistress Limited (thegroup’s ultimate parent company) group. The businesses had been successfully integrated with theexisting business of the securitised group prior to the issue of new notes which refinanced the originalacquisition debt, bringing the legal and beneficial title to the new assets into the securitised groupprincipally via Sister of Pubmaster Limited a newly created subsidiary of Pubmaster Holdings Limited.

The new notes are structured in a similar manner to, and rank pari-passu with, existing classes of notesalready in issue, security being granted to all classes of notes over all assets then held in the securitisedgroup.


During the year to 28 September 2003 the group made a profit before taxation of £19,837,000 (2002:£7,952,000). This is stated after exceptional operating charges of £1,990,000 (2002: £909,000) (seenote 2). During the year the group paid dividends of £4,000,000 (2002: £Nil). The directors do notrecommend the payment of a final dividend (2002: £Nil).



Mr F E J G Brackenbury CBESPV Management LimitedMr J R. SandsMr R Turnbull

The directors hold no beneficial interests in the shares of the company. The beneficial interests of thedirectors at the end of the year in the shares of the ultimate parent undertaking, Pubmistress Limited, aredisclosed in the annual report of that company.

Employees

It is the company’s practice to give full and fair consideration to applications for employment receivedfrom disabled persons, subject to the company’s requirements and to the qualifications, ability andaptitude of the individual in each case.

299


Employees are provided with information about the company through regular briefing bulletins.

Political and charitable contributions

The group made no political contributions during the year. Charitable donations amounted to £Nil (2002:£1,000).


Company law requires the directors to prepare financial statements for each financial year that give atrue and fair view of the state of affairs of the company and the group and of the profit or loss of the groupfor that period. The directors are required to prepare the financial statements on the going concern basisunless it is inappropriate to presume that the company will continue in business.



Auditors



J DeeganSecretary 13 November 2003

300


Independent auditors’ report to the members of Pubmaster Holdings Limited

We have audited the financial statements which comprise the group profit and loss account, the groupbalance sheet, the company balance sheet, the reconciliation of movements in group shareholders’deficit, the group cash flow statement, the statement of accounting policies and the related notes.








Opinion

In our opinion the financial statements give a true and fair view of the state of affairs of the company andthe group at 28 September 2003 and of the profit and cash flows of the group for the year then endedand have been properly prepared in accordance with the Companies Act 1985.

PricewaterhouseCoopers LLPChartered Accountants and Registered AuditorsNewcastle upon Tyne 13 November 2003

301


Group profit and loss account for the year ended 28 September 2003

Note

Continuingoperations

£’000Acquisitions

£’0002003£’000

2002£’000

Turnover 1 135,506 104,734 240,240 127,342Operating costs 2 (80,923) (55,194) (136,117) (76,054)

Operating profit 3 54,583 49,540 104,123 51,288Loss on sale of fixed assets (3,498) (2,839)

Profit on ordinary activities beforeinterest and taxation 100,625 48,449Interest receivable and similar income 6 2,638 866Interest payable and similar charges 7 (83,426) (41,363)

Profit on ordinary activities beforetaxation 19,837 7,952Tax on profit on ordinary activities 8 (11,153) (4,579)

Profit on ordinary activities aftertaxation 8,684 3,373Dividends 9 (4,000) —

Retained profit for the financial year 18 4,684 3,373

There is no difference between the profit on ordinary activities before taxation and the retained profit forthe year stated above and their historical cost equivalents.

There are no recognised gains and losses other than the result set out above.

302


Group balance sheet as at 28 September 2003

Note £’0002003£’000 £’000

2002£’000

Fixed assetsTangible assets 10 1,004,812 404,352

Current assetsAssets held for resale 12 9,864 7,114Debtors – Amounts falling due aftermore than one year 13 16,942 25,304Debtors – Amounts falling due withinone year 13 27,401 15,072Cash at bank and in hand 68,876 32,890

123,083 80,380Creditors – Amounts falling duewithin one year 14 (90,030) (43,394)

Net current assets 33,053 36,986

Total assets less current liabilities 1,037,865 441,338

Creditors – Amounts falling dueafter more than one year 15 (1,048,451) (456,608)

Net liabilities (10,586) (15,270)

Capital and reservesCalled up share capital 17 84,000 84,000Merger reserve 18 (84,000) (84,000)Profit and loss account 18 (10,586) (15,270)

Total equity shareholders’ deficit (10,586) (15,270)

303


Company balance sheet as at 28 September 2003

Note2003£’000

2002£’000

Fixed assetsInvestments 11 84,000 84,000

Current assetsDebtors 13 1,000 —

1,000 —Creditors – amounts falling due within one year 14 (1,000) —

Net current assets — —

Net assets 84,000 84,000

Capital and reservesCalled up share capital 17 84,000 84,000

Total equity shareholders’ funds 84,000 84,000

The financial statements were approved by the boards of directors on 13 November 2003 and were:

Director

304


Reconciliation of movements in group shareholders’ deficit for the year ended28 September 2003

2003£’000

2002£’000

Profit for the financial year after taxation 8,684 3,373Dividends (4,000) —

Net decrease in equity shareholders’ deficit 4,684 3,373Equity shareholders’ deficit at 30 September 2002 (15,270) (18,643)

Equity shareholders’ deficit at 28 September 2003 (10,586) (15,270)

305


Group cash flow statement for the year ended 28 September 2003

Note £’0002003£’000 £’000

2002£’000

Net cash inflow from operatingactivities 19 117,448 60,592

Returns on investment and servicing offinance

Interest received 1,346 873Interest paid (67,404) (40,728)Swap premium received 17,083 —Payment for swap amendment (7,383)Issue costs of new loan finance (7,778) —

Net cash outflow from returns oninvestment and servicing of finance (64,136) (39,855)

Dividends paid (4,000)Capital expenditure and financial

investmentPurchase of tangible fixed assets (615,286) (6,323)Sale of tangible fixed assets 6,760 6,165

Net cash outflow from capital expenditure (608,526) (158)

Net cash (outflow)/inflow beforefinancing (559,214) 20,579

FinancingProceeds from new loan funding 20 599,585Repayment of loan notes 20 (4,385)

Net cash outflow from financing 595,200 —

Increase in net cash 21 35,986 20,579

306


Statement of accounting policiesThese financial statements are prepared under the historical cost convention, the accounting policies setout below and in accordance with applicable accounting standards.

Basis of merger accounting

The company was incorporated on 25 February 1999. On 24 June 1999, the Pubmaster Group enteredinto a group reorganisation whereby the company acquired Pubmaster Limited and its subsidiaries fromPubmaster Group Limited via a share for share exchange.

As the transaction did not give rise to any change in the ultimate ownership of the group, theseconsolidated financial statements have been prepared using the principles of merger accounting.

Group consolidation

The group accounts comprise a consolidation of the accounts of Pubmaster Holdings Limited and itssubsidiary undertakings. The results of subsidiaries acquired in the year are included in the groupfinancial statements from the date of acquisition

As permitted by Section 230 (1) of the Companies Act 1985, the parent company has not presented itsown profit and loss account. The amount of profit after taxation dealt with in the accounts of the parentcompany is £4,000,000 (2002: £nil).

Turnover

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





Freehold buildings — 50 years

Leasehold properties — lower of life of lease or 50 years

Fixtures, fittings and equipment — 5 to 10 years




Leases

Where the company enters into a lease which entails taking substantially all the risks and rewards ofownership of an asset, the lease is treated as a ‘‘finance lease’’. The asset is recorded in the balancesheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease,whichever is shorter. Future instalments under such leases, net of finance charges, are included withincreditors. Rentals payable are apportioned between the finance element, which is charged to the profitand loss account, and the capital element which reduces the outstanding obligation for futureinstalments.


307


Pension costs

Group companies contribute to a funded pension scheme providing benefits based on final pensionablepay. The assets of the scheme are held separately from those of the company. Contributions to thescheme by group companies are charged to the profit and loss account so as to spread the cost overemployees’ working lives with the company. Details of the most recent actuarial valuation andcontribution to the scheme can be found in the financial statements of Pubmistress Limited.

Group companies also operate a defined contribution pension scheme. Contributions to the scheme arecharged to the profit and loss account as incurred.

Deferred taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversedat the balance sheet date where transactions or events that result in an obligation to pay more tax in thefuture or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred taxasset is regarded as recoverable and therefore recognised only when, on the basis of all availableevidence, it can be regarded as more likely than not that there will be suitable taxable surpluses fromwhich the future reversal of the underlying timing differences can be deducted. Deferred tax balances arenot discounted.

Investments

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




Financial instruments

Interest rate cap agreements taken out are recorded at cost in the balance sheet and amortised over theperiod of the agreements. Amounts payable or receivable in respect of interest rate cap and swapagreements are recognised in the interest payable charge on an accruals basis. The interest differentialamounts due to/from the group on interest rate swaps are accrued until settlement date and arerecognised as an adjustment to interest expense.

308


Notes to the financial statements for the year ended 28 September 2003

1 Analysis of turnover and profit on ordinary activities before taxation

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

2 Operating costs

Continuingoperations

£’000Acquisitions

£’0002003£’000

2002£’000

External charges 61,161 52,055 113,216 61,093Staff costs (see note 5) 9,780 — 9,780 6,628Other operating charges— recurring 6,589 — 6,589 4,663— exceptional 350 1,640 1,990 909Depreciation 3,043 1,499 4,542 2,761

80,923 55,194 136,117 76,054

The exceptional other operating charges in 2003 relate to £1,709,000 of costs associated with the2002 securitisation which do not fall to be capitalised and amortised in accordance with FRS4,(Capital Instruments) and £281,000 of restructuring costs. The exceptional other operating chargesincurred in 2002 relate to restructuring costs.

3 Operating profit

2003£’000

2002£’000

Operating profit is stated after charging/(crediting):Auditors remuneration 105 65Rentals payable under operating leases:Land and buildings 2,324 1,068Plant and machinery 1,302 995Rents receivable from properties (54,317) (25,103)


2003£’000

2002£’000

Directors’ emolumentsAggregate emoluments 434 340

2003£’000

2002£’000

Highest paid directorAggregate emoluments 219 196

2 (2002: two) directors have benefits accruing under a defined benefit pension scheme (see note24).

The accrued pension benefit of the highest paid director at 28 September 2003 totalled £128,467(2002: £97,106).

309


5 Staff numbers and costs

The average number of persons employed by the company (including directors) during the year,analysed by category, was as follows:

Number of employees2003 2002

Administration 267 201

The aggregate payroll costs of these persons were as follows:

2003£’000

2002£’000

Wages and salaries 8,171 5,440Social security costs 792 585Other pension costs (see note 24) 817 603

9,780 6,628


2003£’000

2002£’000

Bank deposit interest 1,346 866Amortisation of swap premium 1,292 —

2,638 866


2003£’000

2002£’000

Secured loan notes 82,307 40,893Sundry interest payable 71 —Amortisation of debt issue costs 1,048 470

83,426 41,363

8 Taxation

(a) Analysis of charge in the period

2003£’000

2002£’000

Current taxGroup relief payable at 30% 3,054 3,063Adjustment in respect of previous periods (263) 944

Total current tax 2,791 4,007Deferred taxOrigination and reversal of timing differences 8,566 712Adjustment in respect of previous periods (204) (140)

Total deferred tax 8,362 572

11,153 4,579

310


8 Taxation (continued)(b) Factors affecting tax charge in the period

2003£’000

2002£’000


Profit on ordinary activities multiplied by the standard rate of corporation tax inthe UK of 30% (2002 – 30%) 5,951 2,386

Effects of:Expenses not deductible for tax purposes 5,668 1,390Capital allowances for the period in excess of depreciation (5,622) 548Other short-term timing differences 28 (31)Utilisation of tax losses (2,971) (1,230)Adjustments to tax charge in respect of previous periods (263) 944

Current tax charge for the period (note 8(a)) 2,791 4,007

(c) Factors that may affect future tax charge

There are no factors expected to materially affect future tax charges.

9 Dividends

2003£’000

2002£’000

Dividends paid in year £0.047 per share (2002 - £Nil) 4,000 —

10 Tangible fixed assets

Group

Freeholdland and

buildings£’000

Leaseholdland and

buildings£’000


£’000Total£’000

CostAt 30 September 2002 381,773 37,181 16,493 435,447Transfer from group companies 568,739 33,877 2,479 605,095Additions 7,300 1,091 1,800 10,191Disposals (8,882) (1,264) (554) 10,700

At 28 September 2003 948,930 70,885 20,218 1,040,033

Accumulated depreciationAt 30 September 2002 2,628 18,467 10,000 31,095Charge for year 2,068 613 1,861 4,542Disposals (52) (160) (204) (416)

At 28 September 2003 4,644 18,920 11,657 35,221

Net book amountAt 28 September 2003 944,286 51,965 8,561 1,004,812

At 29 September 2002 379,145 18,714 6,493 404,352

The land and buildings transferred were acquired for an amount determined by reference to avaluation performed by DTZ, an independent specialist property valuer, on an existing use basis.

311


10 Tangible fixed assets (continued)The net book amount of leasehold land and buildings comprises:

2003£’000

2002£’000

Long leasehold 46,007 16,684Short leasehold 5,958 2,030

51,965 18,714

The company has no tangible fixed assets.

11 Fixed asset investments

Company

Shares in subsidiary undertakings£’000

Cost and net book amountAt 28 September 2003 and 30 September 2002 84,000

The subsidiaries, all of which are included within the consolidation and are wholly owned, are asfollows:


Country ofregistration orincorporation

Principalactivity

Class/percentageof shares held

Held by Pubmaster Holdings LimitedPubmaster Limited England Operator of

public housesOrdinary 100%

Sister of Pubmaster Limited England Operator ofpublic houses

Ordinary 100%

Pubmaster Finance Limited Cayman Islands Finance Ordinary 100%

Held by subsidiary undertakingsCousin of Pubmaster Limited England Property

managementDeferred 100%Ordinary 100%

Son of Pubmaster Limited England Non-trading Ordinary 100%Daughter of Pubmaster Limited England Non-trading Ordinary 100%Mercury Taverns (Holding) Limited England Non-trading Ordinary 100%Mercury Taverns plc England Non-trading Ordinary 100%

12 Assets held for resale

Group2003£’000

Company2003£’000

Group2002£’000

Company2002£’000

Finished goods and goods for resale 9,864 — 7,114 —


312


13 Debtors

Group2003£’000

Company2003£’000

Group2002£’000

Company2002£’000

Amounts falling due within one year —Trade debtors 13,235 — 6,328 —Amounts owed by ultimate parent

undertaking — — 423 —Amounts owed by immediate parent

undertaking 1,000 1,000 — —Amounts owed by group undertakings 1,166 — 2,269 —Other debtors 8,872 — 3,749 —Prepayments and accrued income 3,128 — 2,303 —

27,401 1,000 15,072 —

Group2003£’000

Company2003£’000

Group2002£’000

Company2002£’000

Amounts falling due after more thanone year —

Deferred tax asset (note 16) 16,942 — 25,304 —

16,942 — 25,304

14 Creditors — Amounts falling due within one year

Group2003£’000

Company2003£’000

Group2002£’000

Company2002£’000

Secured notes 9,522 — —Trade creditors 40,188 — 20,632 —Amounts owed to ultimate parent

undertaking 4,096 — 3,229 —Amounts owed to immediate parent

undertaking 237 6,573Amounts owed to group undertakings 4,845 — 2,058 —Amounts owed to subsidiary undertakings — 1,000 — —Other creditors 7,460 — 6,183 —Other taxes and social security 4,534 — 2,235 —Accruals and deferred income 19,148 — 2,484 —

90,030 1,000 43,394 —

313


15 Creditors — Amounts falling due after more than one year

Group2003£’000

Company2003£’000

Group2002£’000

Company2002£’000

Secured notes 896,842 — 374,071 —Amounts owed to group undertaking 66,552 — — —Amounts owed to immediate parent

undertaking 85,057 — 82,537 —

1,048,451 — 456,608

On 28 November 2002 a subsidiary of the group, Pubmaster Finance Limited, issued £535 millionof secured notes, in addition to secured notes issued in June 1999 and February 2000 (the ‘‘Notes’’).The nominal value of the Notes in issue at the year end and which are listed on the LuxembourgStock Exchange comprise:

£74,000,000 Class A1 Secured Floating Rate Notes due 2009£26,500,000 Class A2 Secured Floating Rate Notes due 2011£201,000,000 7.369 per cent Class A3 Secured Notes due 2022£65,615,200 Class A4 Secured Floating Rate Notes due 2009£120,000,000 Class A5 Secured Floating Rate Notes due 2016£220,000,000 5.943 per cent Class A6 Secured Notes due 2024£77,500,000 8.44 per cent Class B1 Secured Notes due 2025£125,000,000 6.962 per cent Class B2 Secured Notes due 2028

The Notes are secured by legal mortgages and fixed and floating charges over all of the assets ofPubmaster Holdings Limited and its subsidiaries (the ‘‘Securitisation Group’’). The Notes are alsosecured over the future rental income stream from tenants of the Securitisation Group’s publichouses. The Class B Notes are subordinate to the Class A Notes.

The interest rate on the Class A1 Notes is LIBOR for three months sterling deposits plus a marginof 1%. The interest rate on the Class A2 Notes is LIBOR for three months sterling deposits plus amargin of 1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Class A4Notes is LIBOR for three months sterling deposits plus a margin of 0.4%. The interest rate on theClass A5 Notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December2012 and 1.32% thereafter.

Interest rate swap agreements have been entered into to cover the Class A1 and Class A2 Notes ata fixed rate of 5.7535% plus a margin of 1% on the Class A1 Notes and a margin of 1.25% on theClass A2 Notes and at 5.7% plus a margin of 0.75% and 0.88% on the Class A4 and Class A5 notesrespectively.

The amounts owed to the immediate parent undertaking and to other group undertakings aresubordinated loans repayable in 2030 attracting interest rates of 17½%.

314


15 Creditors — Amounts falling due after more than one year (continued)Secured notes are repayable as follows:

Group2003£’000

Company2003£’000

Group2002£’000

Company2002£’000

Gross bank and other borrowings 909,615 — 379,000 —Less: Debt issue costs (3,251) — (4,929) —

Net bank and other borrowings 906,364 — 374,071 —

Gross borrowings are repayable asfollows:

Less than one year 9,522 — — —Between one and two years 23,403 — 425 —Between two and five years 78,831 — 47,346 —In five years or more 797,859 — 331,229 —

909,615 — 379,000 —

16 Deferred taxation

Group

The deferred tax asset recognised in the financial statements is as follows:

Amount recognised2003£’000

2002£’000

Accelerated capital allowances (1,421) 369Short term timing differences 145 116Losses 18,218 24,819

16,942 25,304

Movement in the deferred tax account is shown below:

£’000

Balance as at 30 September 2002 25,304Deferred tax charge for the year ended 28 September 2003 (8,362)

At 28 September 2003 16,942

17 Share capital

Group and Company

2003£

2002£

Authorised, allotted, called-up and fully paidEquity84,000,100 ordinary shares of £1 84,000,100 84,000,100

315


18 Reserves

Group

Mergerreserve

£000

Profit andloss account

£’000

At 30 September 2003 (84,000) (15,270)Profit for the year — 8,684Dividends — (4,000)

At 28 September 2003 (84,000) (10,586)

Company


£’000

At 28 September 2003 and 30 September 2002 —

19 Reconciliation of operating profit to net cash flow from operating activities

2003£000

2002£’000

Operating profit 104,123 51,288Depreciation charges 4,542 2,761(Increase)/decrease in assets held for resale (2,724) 393Increase in debtors (12,508) (2,819)Increase in creditors 24,014 8,969

Net cash inflow from operating activities 117,448 60,592

20 Reconciliation of net cash flow to movement in net debt

2003£000

2002£’000

Increase in cash 35,986 20,579Issue of new loan notes (599,585) —Repayment of loans 4,385 —Issue costs and swap premium receipts (1,922) —

Change in net debt resulting from cash flow (561,136) 20,579Other non-cash changes (4,244) (469)

Movement in net debt in the year (565,380) 20,110

316


21 Analysis of change in net debt

At30 September

2002£’000

Cash flow£’000

Other non-cash changes

£’000

At28 September

2003£’000

Cash at bank and in hand 32,890 35,986 — 68,876

Debt due within one year — (9,522) — (9,522)Debt due after one year (456,608) (587,600) (4,244) (1,048,451)

(456,608) (597,122) (4,244) (1,057,973)

(423,718) (561,136) (4,244) (989,097)

Cash at bank and in hand includes £5,333,000 (2002: £5,871,000) which is subject to certainrestrictions on its use by the group.

22 Commitments

Group

a) The group had authorised capital commitments of £633,000 (2002: £88,000) at the end of thefinancial year which had not been contracted.

b) The group’s annual commitments under non-cancellable operating leases are as follows:

Land andbuildings

£’000

2003

Other£’000

Land andbuildings

£’000

2002

Other£’000

Operating leases which expire:Within one year 78 315 98 405In the second to fifth years inclusive 518 818 130 665Over five years 702 — 715 —

1,298 1,133 943 1,070

Company

The company had no capital commitments nor commitments under non-cancellable operatingleases at the end of the financial year.

23 Derivatives and other financial instrumentsSet out below are the narrative and numerical disclosures required by Financial Reporting Standard13 ‘‘Derivatives and other financial instruments’’ (FRS 13). The group has taken advantage of theexemption available under FRS 13 not to provide numerical disclosures in relation to short termdebtors and creditors.

a) Financial instruments

The group’s financial instruments, other than derivatives, comprise borrowings, cash and liquidresources, and various items such as trade debtors and trade creditors etc, that arise from itsoperations. The main purpose of these financial instruments is to manage the group’s operations.

The group entered into an interest rate swap agreement covering the outstanding floating rate loanrates. The purpose of these transactions is to manage the interest rate risks arising from the group’ssources of finance.

It is, and has been throughout the year under review, the policy of the group that no trading infinancial instruments shall be undertaken.

317


23 Derivatives and other financial instruments (continued)The main risks from the group’s financial instruments are interest rate risk and liquidity risk. Theboard reviews and agrees policies for managing each of these risks and they are summarised below.

b) Interest risk

The group finances its operations through a mixture of retained profits and bank borrowings. Thegroup borrows at both fixed and floating rates of interest and then uses interest rate swapagreements to manage the group’s exposure to interest rate fluctuations. At the year end £770.6million 72.92% (2002: £278.5 million 78.2%) of the group’s borrowings were at fixed rates of interest.A further £286.1 million 27.08% (2002: 21.8% £100.5 million) of debt was covered by interest rateswaps at fixed interest rates between 5.7% and of 5.7535% plus a margin of between 0.75%1.00%to 1.25%

c) Liquidity risk

As regards liquidity, the group’s policy has throughout the year been to maintain the most appropriatemix of short, medium and long term borrowings from the group’s lenders.

d) Interest rate and currency profile of financial assets and liabilities

After taking into account interest rate swaps entered into by the group, the interest rate and currencyprofile of the group’s financial liabilities at 28 September 2003 was:

CurrencyTotal£’000

Fixed ratefinancialliabilities

£’000

Sterling— Financial liabilities 1,056,737 1,056,737

At 28 September 2003 1,056,737 1,056,737

Sterling— Financial liabilities 461,535 461,535

At 30 September 2002 461,535 461,535

Fixed rate financial liabilities:

Currency

Weightedaverage

interest rate%

Weightedaverage

period forwhich rate is

fixedYears

Sterling— Financial liabilities 8.31 15.93

At 28 September 2003 8.31 15.93

Sterling— Financial liabilities 8.79 15.36

At 30 September 2002 8.79 15,36

See note 15 for further details of the group’s interest rate swap arrangements.

The group has short term cash deposits of £68,876,000 (2002: £32,890,000), all of which aredenominated in sterling and earn interest at variable market rates.

318


23 Derivatives and other financial instruments (continued)e) Maturity of financial liabilities and undrawn commitments

The maturity profile of the group’s financial liabilities at 28 September 2003 was as follows:

2003Liabilities

£’000

2002Liabilities

£’000Within one year 9,522 —In more than one year, but not more than two years 23,403 425In more than two years, but not more than five years 78,831 47,346In more than five years 944,981 413,764

1,056,737 461,535

The group had no undrawn commitments at 28 September 2003 or 29 September 2002.

f) Fair values of financial assets and liabilities

Set out below is a comparison by category of book values and fair values of the group’s financialassets and liabilities as at 28 September 2003:

2003 2002Book value

£’000Fair value

£’000Book value

£’000Fair value

£’000Cash at bank and in hand 63,543 63,543 27,019 27,019Restricted access bank balances 5,333 5,333 5,871 5,871Bank and other loans repayable

within one year (9,522) (9,522) — —Bank and other loans repayable after

more than 1 year (1,048,451) (1,130,723) (461,535) (514,180)Interest rate swaps (8,408) (17,256) — (5,619)

The fair value of the financial assets and liabilities due in less than one year approximate theirrespective book values as a result of the short term nature of these assets and liabilities. The interestrate swap has been marked to market to produce a fair value figure.

All other fair values shown above have been calculated by discounting cash flows at prevailinginterest rates.

g) Gains and losses on hedges

The group uses interest rate swaps to manage its interest rate exposure. Changes in the fair valueof instruments used as hedges are not recognised in the financial statements until the hedgedposition matures. An analysis of these unrecognised gains and losses at 28 September 2003 is asfollows:

Gains£’000

Losses£’000

Total netlosses

£’000Unrecognised gains and losses on hedges at

30 September 2002 — (5,619) (5,619)Changes in value arising in 2003 and

unrecognised during 2003 — (3,229) (3,229)Unrecognised gains and losses on hedges

at 28 September 2003 — (8,848) (8,848)of which:Gains and losses expected to be recognised in

more than one year — (8,848) (8,848)

24 Pension schemeThe group contributes to a defined contribution pension scheme and a funded pension schemeproviding benefits based on final pensionable pay.

319


24 Pension scheme (continued)Contributions to the defined contribution scheme in the financial year amounted to £230,000 (2002:£110,000). There were £29,000 (2002: £Nil) of contributions outstanding at the end of the year.

Contributions to the defined benefit pension scheme are charged to the profit and loss account soas to spread the cost of pensions over employees’ working lives with the group. The pension cost forthe period in relation to this scheme represents the contributions payable by the group and amountedto £606,000 (2002: £493,000). There were £62,000 (2002: £Nil) of contributions at the end of theyear. The contributions are determined by a qualified actuary on the basis of triennial valuation usingthe projected unit method. The most recent valuation was 6 April 2001. The assumptions which havethe most significant effect on the results of the valuation are:

that the investment return on the assets of the plan will on average exceed general salary inflationby at least 2.25% per annum over the long term;

that future increases in salaries of staff and executive members will be in line with experience ofsimilar schemes;

that pensions can be secured on a gross rate of interest of at least 6.0% per annum before allowingfor pension increases at the rate of 3.0% per annum.

The most recent actuarial valuation showed that the market value of the scheme’s assets was£27,528,769 and that the value of those assets represented 106% of the benefits that had accruedto members, after allowing for expected future increases in earnings. Since June 2002 the group haspaid contributions of 15% of salaries and the members have paid contributions as required under thescheme rules.

25 FRS17 retirement benefits

The Company operates a defined benefit pension scheme in the UK. A full actuarial valuation wascarried out as at 6 April 2001. The results of that valuation have been projected to 28 September2003 and then recalculated based on the following assumptions:

At 28September

2003At 29 September

2002At 30 September

2001Rate of increase in salaries 4.00% 4.00% 4.25%LPI increases for pensions in payment 2.50% 2.25% 2.25%Liability discount rate 5.50% 5.75% 6.00%Inflation assumption 2.75% 2.50% 2.50%Revaluation of deferred pensions 2.75% 2.50% 2.50%

320


25 FRS17 retirement benefits (continued)The assets in the scheme and the expected rate of return were:

Long-termrate ofreturn


2003


2003

Long-termrate ofreturn


2002


2002

Long-termrate of

return expected at30 September

2001

Value at30

September2001

£’000 £’000 £’000Equities 6.50% 16,156 7.00% 13,867 7.25% 16,033Bonds 5.00% 4,880 5.00% 4,817 5.25% 5,397Insured pensions 6.50% 3,057 7.00% 2,986 7.25% 3,600Cash 4.50% 313 5.00% 127 5.25% —

Total market value ofassets 24,406 21,797 25,030

Present value of schemeliabilities (30,163) (25,956) (25,985)

Deficit in the scheme (5,757) (4,159) (955)Related deferred tax asset 1,727 1,248 287

Net pension liability (4,030) (2,911) (669)

Analysis of the amount that would be charged to operating profit:

Year ended28 September

2003£’000


2002£’000

Current service cost 656 670Past service cost 275 —

Total operating charge 931 670

Analysis of the amount that would be credited to other finance income:


2003£’000


2002£’000

Analysis of the amount that would be credited to other financeincome:

Expected return on pension scheme asset 1,425 1,696Interest on pension scheme liabilities (1,494) (1,554)

Net return (69) 142

321


25 FRS17 retirement benefits (continued)Analysis of amount that would be recognised in statement of total recognised gains andlosses (STRGL):


2003£’000


2002£’000

Actual return less expected return on pension scheme assets 1,243 (4,626)Experience gains and losses arising on the scheme liabilities — 2,439Changes in assumptions underlying the present value of the

scheme liabilities (2,385) (1,031)

Actuarial loss recognised in STRGL (1,142) (3,218)

Movement in surplus during the year2003£’000

2002£’000

Deficit in scheme at start of year (4,159) (955)Movement in year:Current service cost (656) (670)Contributions 544 541Past service costs (275) —Other finance income (69) 143Actuarial loss (1,142) (3,218)Curtailment — —

Deficit in scheme at year end (5,757) (4,159)

Following the full actuarial valuation at 6 April 2001 employer contributions have been agreed at therate of 15 per cent of pensionable pay. Active members pay at the rate of 5 per cent of pensionablepay. From April 2003 contributions from both employer and members were increased by 1 per centof pensionable pay.

History of experience gains and losses

2003 2002Difference between the expected and actual return on

scheme assets:Amount (£’000) 1,243 (4,626)Percentage of the scheme assets 5% (21%)Experience gains and losses on scheme liabilities:Amount (£’000) — 2,439Percentage of the present value of the scheme liabilities — 9%Total amount recognised in statement of total recognised

gains and losses:Amount (£’000) (1,142) (3,218)

Percentage of the present value of the scheme liabilities (4%) (12%)

322


25 FRS17 retirement benefits (continued)If FRS 17 had been applied to the 28 September 2003 financial statements the net assets andreserves would have been:

Net Assets:

At 28 September2003£’000


Net liabilities excluding net pension liability (10,586) (15,270)Net pension liability (4,030) (2,911)

Net liabilities including net pension liability (14,616) (18,181)

Profit and loss account:At 28 September

2003£’000


Profit and loss account excluding net pension liability (10,586) (15,270)Net pension liability (4,030) (2,911)

Profit and loss account including net pension liability (14,616) (18,181)


Transactions with other companies within the Pubmaster Holdings Limited Group are not disclosedas the company has taken advantage of the exemption available under Financial ReportingStandard No 8 ‘‘Related Party Disclosures’’.

27 Contingent liabilities

Under the terms of a Trust Deed dated 30 June 1999 (as amended 28 November 2002), thecompany has guaranteed the payments of principal of, and interest on, the loan notes issued byPubmaster Finance Limited. The total outstanding indebtedness of the loan notes at 28 September2003 was £909,615,200 (2002: £379,000,000).


The immediate parent undertaking is Pubmaster Group Limited.

The ultimate parent undertaking and controlling party as at 28 September 2003 is PubmistressLimited, a company registered in England and Wales. Copies of Pubmistress Limited consolidatedfinancial statements can be obtained from The Registrar of Companies, Companies House, CrownWay, Cardiff, CF14 3HZ.

323

APPENDIX 33.3

Pubmaster Finance Limited

Annual report

for the year ended 28 September 2003

Registered Number FC021877

324

Pubmaster Finance LimitedFor the period ended 28 September 2003

Annual reportfor the year ended 28 September 2003

Contents

Directors’ report for the year ended 28 September 2003 326Independent auditors’ report to the members of Pubmaster Finance Limited 328Profit and loss account for the year ended 28 September 2003 329Balance sheet as at 28 September 2003 330Reconciliation of movements in shareholders’ funds for the year ended 28 September 2003 331Accounting policies 332Notes to the financial statements for the year ended 28 September 2003 333

325


Directors’ report for the year ended 28 September 2003The directors present their report and the audited financial statements of the company for the year ended28 September 2003.


The company’s principal activity during the year was the servicing of finance for the Pubmaster HoldingsLimited group.

Review of business

On 28 November 2002 the company issued new classes of secured loan notes to a value of £535 million,at interest rates of between 5.953% and 6.972%. The new notes were issued to effect a reorganisationof the finances of Pubmistress Limited and its fellow subsidiary companies. They are structured in asimilar manner to, and rank pari-passu with, the existing classes of notes already in issue, with securitybeing granted to all classes of notes over all the assets then held within the subsidiary companies ofPubmaster Holdings Limited.


During the year under review the company made a profit before taxation of £82,000 (2002: £38,000). Thedirectors do not recommend the payment of a dividend (2002 - £Nil).



Mr F E J G Brackenbury CBEMr J R SandsSPV Management LimitedMr R Turnbull

The directors hold no beneficial interest in the shares of the company. The beneficial interests of thedirectors at the end of the year in the shares of the ultimate parent undertaking, Pubmistress Limited, aredisclosed in the annual report of that company.





326


AuditorsThe auditors, PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and aresolution concerning their reappointment will be proposed at the Annual General Meeting.


J DeeganSecretary 13 November 2003

327


Independent auditors’ report to the members of Pubmaster Finance LimitedWe have audited the financial statements which comprise the profit and loss account, the balance sheet,the reconciliation of movements in equity shareholders’ funds and the related notes which have beenprepared under the accounting policies set out in the statement of accounting policies.








Opinion

In our opinion the financial statements give a true and fair view of the state of the company’s affairs at28 September 2003 and of its profit for the year then ended and have been properly prepared inaccordance with the Companies Act 1985.

PricewaterhouseCoopers LLP

Chartered Accountants and Registered AuditorsNewcastle upon Tyne 13 November 2003

328


Profit and loss account for the year ended 28 September 2003

Note2003£’000

2002£’000

Net operating costs 1 — —

Operating profitInterest receivable and similar income 3 59,282 28,655Interest payable and similar charges 4 (59,200) (28,617)

Profit on ordinary activities before taxation 82 38Tax on profit on ordinary activities 5 (26) (11)

Retained profit for the financial year 10 56 27

All of the company’s operations are continuing.


There is no difference between the profit on ordinary activities before taxation and the retained profit forthe year stated above and their historical cost equivalents.

329



Note £’0002003£’000 £’000

2002£’000

Current assetsDebtors – Amounts falling due

after more than one year 6 900,093 379,000Debtors – Amounts falling due

within one year 6 9,728 540Cash 1,457 —

911,278 379,540Creditors – Amounts falling

due within one year 7 (11,042) (453)

Total assets less currentliabilities 900,236 379,087

Creditors – Amounts fallingdue after more than oneyear 8 (900,093) (379,000)

Net assets 143 87

Capital and reservesCalled up share capital 9 — —Profit and loss account 10 143 87

Total equity shareholders’funds 143 87


Director

330


Reconciliation of movements in equity shareholders’ funds for the year ended28 September 2003

2003£’000

2002£’000

Profit for the financial year 56 27

Net change in equity shareholders’ funds 56 27Equity shareholders’ funds at 30 September 2002 87 60

Equity shareholders’ funds at 28 September 2003 143 87

331


Accounting policiesThese financial statements are prepared under the historical cost convention, the accounting policies setout below and in accordance with applicable accounting standards.

Cash flow statement

The company is exempt from the requirements of Financial Reporting Standard 1 (Revised 1996) toprepare a cash flow statement as it is a wholly owned subsidiary undertaking of Pubmaster HoldingsLimited and its cash flows are included within the consolidated cash flow statement of PubmistressLimited, the ultimate parent undertaking.

Debt issue costs and swap premium



Facility fees

Certain front end facility fees relating to loans and advances are included in deferred income andamortised over the term of the relevant financing at a constant rate on the carrying amount.


Amounts payable or receivable in respect of swap agreements are recognised in the interest payablecharge on an accruals basis. The interest differential amounts due to/from the group on interest rateswaps are accrued until settlement date and are recognised as an adjustment to interest expense.

332


Notes to the financial statementsfor the year ended 28 September 2003

1 Operating costs

2003£’000

2002£’000

Operating income 1,883 130External charges (1,883) (130)

Net operating costs — —


None of the directors received any remuneration from the company during the year (2002: £Nil).


2003£’000

2002£’000

Interest receivable from group undertaking 56,942 28,185Amortisation of facility fees 1,048 470Amortisation of swap premium 1,292 —

59,282 28,655


2003£’000

2002£’000

Bank loans, overdrafts and other loans 56,860 28,147Amortisation of debt issue costs 1,048 470Amortisation of swap premium charged 1,292 —

59,200 28,617

5 Tax on profit on ordinary activities

(a) Analysis of charge in the period2003£’000

2002£’000

Current taxAdjustments in respect of previous periods 1 —Group relief payable at 30% 25 11Total current tax 26 11

(b) Factors affecting tax charge for the period

2003£’000

2002£’000

Profit on ordinary activities before tax 82 38Profit on ordinary activities multiplied by standard rate of corporation

tax in the UK of 30% (2002 - 30%) 25 11Effect of:Adjustments to tax in respect of previous period 1 —

Current tax charge for the period 26 11

333


5 Tax on profit on ordinary activities (continued)(c) Factors that may affect future tax charges

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

6 Debtors2003£’000

2002£’000

Amounts falling due within one yearAmounts owed by group undertaking 9,728 540Amounts falling due after more than one yearAmounts owed by group undertaking 900,093 379,000

909,821 379,540

7 Creditors - Amounts falling due within one year2003£’000

2002£’000

Secured notes 9,522 —Accruals and deferred income — 416Amounts due to group undertakings 1,520 37

11,042 453

8 Creditors - Amounts falling due after more than one year

2003£’000

2002£’000

Secured notes 896,842 374,071Accruals and deferred income 3,251 4,929

900,093 379,000

Total debt2003£’000

2002£’000

Gross bank and other borrowings 909,615 379,000Less: Debt issue costs (3,251) (4,929)

906,364 374,071

Gross borrowings are repayable as follows:Within one year 9,522 —Between one and two years 23,403 425Between two and five years 78,831 47,346In five years or more 797,859 331,229

909,615 379,000

334


8 Creditors - Amounts falling due after more than one year (continued)On 30 June 1999 the company issued £305 million of secured notes, and a further £109 million wereissued on 17 February 2000 (the ‘‘Notes’’). On 28 June 2001 £10,000,000 of Class A1 Notes wereprepaid and a further £25,000,000 were prepaid on 28 September 2001. On 28 November 2002 afurther £535 million secured notes were issued. The Notes in issue at 28 September 2003 are listedon the Luxembourg Stock Exchange and comprise:

£74,000,000 Class A1 Secured Floating Rate Notes due 2009£26,500,000 Class A2 Secured Floating Rate Notes due 2011£201,000,000 7.369 per cent Class A3 Secured Notes due 2022£77,500,000 8.44 per cent Class B1 Secured Notes due 2025£65,615,200 Class A4 Floating Rate Notes due 2009£120,000,000 Class A5 Floating Rate Notes due 2016£220,000,000 5.943 per cent Class A6 Secured Notes due 2024£125,000,000 6.962 per cent Class B2 Secured Notes due 2028

The Notes are secured by legal mortgages and fixed and floating charges over all of the assets ofPubmaster Holdings Limited and its subsidiaries (the ‘‘Securitisation Group’’). The Notes are alsosecured over the future rental income stream from tenants of the Securitisation Group’s publichouses. The Class B Notes are subordinate to the Class A Notes.

The interest rate on the Class A1 Notes is LIBOR for three months sterling deposits plus a marginof 1%. The interest rate on the Class A2 Notes is LIBOR for three months sterling deposits plus amargin of 1.25% up to September 2009 and 2.50% thereafter. The interest rate on the Class A4Notes is LIBOR for 3 months sterling deposits plus a margin of 0.4%. The interest rate on the ClassA5 notes is LIBOR for three months sterling deposits plus a margin of 0.53% up to December 2012and thereafter 1.32 per cent.

Interest rate swap agreements have been entered into to cover the Class A1 and Class A2 Notes ata fixed rate of 5.7535% plus a margin of 1% on the Class A1 Notes and a margin of 1.25% on theClass A2 Notes and at 5.7% plus a margin of 0.75% and 0.88% on the Class A4 and Class A5 notesrespectively.

On 30 September 2003 £3,900,000 of Class A1 notes were redeemed as were £9,300,000 of ClassA4 notes. A further £2,193,000 of Class A4 notes were amortised on 30 September 2003.

9 Share capital

2003£

2002£

Authorised10,000 (2002: 10,000) ordinary shares of £1 each 10,000 10,000

Allotted, called-up and fully paid2 (2002: 2) ordinary shares of £1 each 2 2

10 Reserves


£’000At 30 September 2002 87Retained profit for the financial year 56

At 28 September 2003 143

335


11 Derivatives and other financial instrumentsSet out below are the narrative and numerical disclosures required by Financial Reporting Standard13 ‘‘Derivatives and other financial instruments’’ (FRS 13). The company has taken advantage of theexemption available under FRS 13 not to provide numerical disclosures in relation to short termdebtors and creditors.

(a) Financial instruments

The company’s financial instruments, other than derivatives, comprise borrowings. The mainpurpose of these financial instruments is to manage the operations of the Pubmaster HoldingsLimited Group.

The company has entered into an interest rate swap agreement covering the outstanding floatingrate loan notes. The purpose of these transactions is to manage the interest rate risks arising fromthe Pubmaster Holdings Limited Group’s sources of finance.

It is, and has been throughout the year under review, the policy of the company that no trading infinancial instruments shall be undertaken.

The main risks from the company’s financial instruments are interest rate risk and liquidity risk. Theboard reviews and agrees policies for managing each of these risks and they are summarisedbelow.

(b) Interest rate risk

The Pubmaster Holdings Limited Group finances its operations through a mixture of retained profitsand bank borrowings. The Pubmaster Holdings Limited Group borrows at both fixed and floatingrates of interest and then uses interest rate swap agreements to manage the group’s exposure tointerest rate fluctuations. At the year end £623.5m - 68.55% (2002 - £278.5 - 74.48%) of thecompany’s borrowings were at fixed rates of interest. A further £286.1 million 31.45% (2002: £100.5million 26.52%) of debt was covered by interest rate swaps at a fixed interest rate between 5.7% and5.7535% plus a margin of between 0.75% and 1.25%.

(c) Liquidity risk

As regards liquidity, the policy of the Pubmaster Holdings Limited Group has throughout the yearbeen to maintain a mix of short, medium and long term borrowings with a number of banks andinstitutions. Short term flexibility has been achieved through careful management of cash balances.

(d) Interest rate and currency profile of financial liabilities

After taking into account interest rate swaps entered into by the company, the interest rate risk andcurrency profile of the company’s financial liabilities at 28 September 2003 was:

CurrencyTotal£’000

Fixed ratefinancialliabilities

£’000Sterling- Financial liabilities 909,615 909,615

At 28 September 2003 909,615 909,615

Sterling- Financial liabilities 379,000 379,000

At 30 September 2002 379,000 379,000

336


11 Derivatives and other financial instruments (continued)Fixed rate financial liabilities:

Currency

Weightedaverage

interest rate%

Weightedaverage

period forwhich rate is

fixedYears

Sterling- Financial liabilities 6.83 14.18

At 28 September 2003 6.83 14.18

Sterling- Financial liabilities 8.09 11.16

At 30 September 2002 8.09 11.16

(e) Maturity of financial liabilities and undrawn commitments

The maturity profile of the company’s financial liabilities and undrawn commitments at 28 September2003 was as follows:

2003Liabilities

£’000

2002Liabilities

£’000Within one year 9,522In more than one year, but notmore than two years 23,403 425In more than two years, but notmore than five years 78,831 47,346In more than five years 797,859 331,229

909,615 379,000

(f) Fair values of financial assets and liabilities

Set out below is a comparison by category of book values and fair values of the company’s financialassets and liabilities at 28 September 2003:

2003 2002Book value

£’000Fair value

£’000Book value

£’000Fair value

£’000Bank and other loans repayablewithin one year (9,522) (9,522)Bank and other loans repayableafter more than one year (900,093) (1,031,397) (379,000) (431,644)Interest rate swap (8,408) (17,256) — (5,619)

The fair value of the financial liabilities shown above have been calculated by discounting cash flowsat prevailing interest rates. Interest rate swaps have been marked to market to produce fair valuefigures.

(g) Gains and losses on hedges

The company uses interest rate caps and swaps to manage its interest rate exposure. Changes inthe fair value of instruments used as hedges are not recognised in the financial statements until the

337


11 Derivatives and other financial instruments (continued)hedged position matures. An analysis of these unrecognised gains and losses at 28 September 2003is as follows:

Gains£’000

Losses£’000

Total net(losses)

£’000Unrecognised gains and losses

on hedges at 29 September2002 — (5,619) (5,619)

Changes in value arising in 2002and unrecognised during 2003 — (3,229) (3,229)

Unrecognised gains andlosses on hedges at 28September 2003 — (8,848) (8,848)

of which:Gains and losses expected to be

recognised in more than oneyear — (8,848) (8,848)


Transactions with other companies within the Pubmistress Limited group are not disclosed as thecompany has taken advantage of the exemption available under Financial Reporting Standard 8‘‘Related Party Disclosures’’.


The immediate parent undertaking is Pubmaster Holdings Limited.

The ultimate parent undertaking and controlling party as at 28 September 2003 is PubmistressLimited, a company registered in England and Wales. Copies of Pubmistress Limited consolidatedfinancial statements can be obtained from The Registrar of Companies, Companies House, CrownWay, Cardiff, CF14 3HZ.

338

APPENDIX 33.4

Sister of Pubmaster Limited(formerly Velvetbright Limited)

Annual Report

for the period ended 28 September 2003

Registered Number 4467229

339

Sister of Pubmaster Limited(formerly Velvetbright Limited)For the period ended 28 September 2003

Annual Report

for the period ended 28 September 2003

Contents

Directors’ report for the period ended 28 September 2003 341Independent auditors’ report 343Profit and loss account for the period ended 28 September 2003 344Balance sheet as at 28 September 2003 345Accounting policies 346Notes to the financial statements 348

340


Directors’ report for the period ended 28 September 2003

The directors present their report and the audited financial statements of the company for the periodended 28 September 2003.


The company’s principal activity during the period was the management of public houses.

Review of business and future developments

Velvetbright Limited was incorporated on 21 June 2002 and changed its name to Sister of PubmasterLimited on 30 October 2002.

On 7 November 2002, the company acquired the fixed assets, and all the trading assets and liabilitiesof Inn Partnership Limited, a fellow group company, as part of the reorganisation of the Pubmistressgroup financing arrangements. This acquisition represents the business of the company.

During the period we continued with our successful ‘‘Churn and Invest’’ strategy - selling ourunderperforming pubs and re-investing the proceeds of sale by development of our core estate. Duringthe year under review we have sold 7 pubs and invested £3.8 million in the estate.


The company’s profit before taxation for the financial period is £12,144,000, after charging £1,640,000expenses, £555,000 amortisation of issue costs and crediting £1,240,000 amortisation of swap premiumall associated with the acquisition of the pubs referred to above. Interim dividends of £4,000,000 werepaid. The directors do not recommend the payment of a final dividend.



Mr R Grundry (appointed 29 October 2002)Mr NA Sammons (appointed 29 October 2002)Mr J R Sands (appointed 29 October 2002)Mr R Turnbull (appointed 29 October 2002)Mr M Womack (appointed 29 October 2002, resigned 1 July 2003)Mr A Cross (appointed 29 October 2002, resigned 30 April 2003)Mr M R Layton (appointed 21 June 2002, resigned 29 October 2002)Mr M E Richards (appointed 21 June 2002, resigned 29 October 2002)

The directors hold no beneficial interest in the shares of the company. The beneficial interests of thedirectors at the end of the period in the shares of the ultimate parent undertaking, Pubmistress Limited,are disclosed in the annual report of that company.



The directors confirm that suitable accounting policies have been used and applied. They also confirmthat reasonable and prudent judgements and estimates have been made in preparing the financialstatements for the period ended 28 September 2003 and that applicable accounting standards havebeen followed.

The directors are responsible for keeping proper accounting records that disclose with reasonableaccuracy at any time the financial position of the company and enable them to ensure that the financial

341


statements comply with the Companies Act 1985. They are also responsible for safeguarding the assetsof the company and hence for taking reasonable steps for the prevention and detection of fraud and otherirregularities.

Auditors



J Deegan 13 November 2003Secretary

342


Independent auditors’ report to the members of Sister of Pubmaster Limited

We have audited the financial statements which comprise the profit and loss account, the balance sheetand the related notes which have been prepared under the accounting policies set out in the statementof accounting policies.








Opinion

In our opinion the financial statements give a true and fair view of the state of the company’s affairs at28 September 2003 and of its profit for the period then ended and have been properly prepared inaccordance with the Companies Act 1985.

PricewaterhouseCoopers LLPChartered Accountants and Registered AuditorsNewcastle upon Tyne 13 November 2003

343


Profit and loss account for the period ended 28 September 2003

Note

Period ended28 September

2003£’000

Turnover 1 104,734Operating costs 2 (55,194)

Operating profit 3 49,540Loss on disposal of fixed assets (471)

Profit on ordinary activities before interestand taxation 49,069Interest receivable and similar income 6 1,558Interest payable and similar charges 7 (38,483)

Profit on ordinary activities before taxation 12,144Tax on profit on ordinary activities 8 (7,825)

Profit on ordinary activities after taxation 4,319Dividends 9 (4,000)

Retained profit for the financial period 17 319

All of the results of the company for the period relate to the acquisition described in note 19 of thefinancial statements.


There is no difference between the profit on ordinary activities before taxation and the retained profit forthe period stated above and their historical cost equivalents.

344



Note £’0002003£’000

Fixed assetsTangible assets 10 577,416

Current assetsAssets held for resale 11 2,718Debtors 12 11,378Cash at bank and in hand 25,479

39,575

Creditors – Amounts falling due within oneyear 13 (48,008)

Net current liabilities (8,433)

Total assets less current liabilities 568,983Creditors – Amounts falling due after more

than one year 14 (563,152)Provisions for liabilities and charges 15 (5,512)

Net assets 319

Capital and reserves

Called up share capital 16 —

Profit and loss account 17 319

Total equity shareholders’ funds 18 319


Director

345


Accounting policiesThese financial statements are prepared under the historical cost convention, the accounting policies setout below and in accordance with applicable accounting standards. As detailed in the directors’ report,the company was incorporated on 21 June 2002 and as such no comparative information is available forinclusion in the financial statements.

Turnover

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





Freehold buildings — 50 yearsLeasehold properties — lower of life of lease or 50 yearsFixtures, fittings and equipment — 5 to 10 years




Leases

Where the company enters into a lease which entails taking substantially all the risks and rewards ofownership of an asset, the lease is treated as a ‘‘finance lease’’. The asset is recorded in the balancesheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease,whichever is shorter. Future instalments under such leases, net of finance charges, are included withcreditors. Rentals payable are apportioned between the finance element, which is charged to the profitand loss account, and the capital element which reduces the outstanding obligation for futureinstalments.


Deferred taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversedat the balance sheet date where transactions or events that result in an obligation to pay more tax in thefuture or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred taxasset is regarded as recoverable and therefore recognised only when, on the basis of all availableevidence, it can be regarded as more likely than not that there will be suitable taxable surpluses fromwhich the future reversal of the underlying timing differences can be deducted. Deferred tax balances arenot discounted.



346



Cash flow statement

The company is exempt from the requirements of Financial Reporting Standard 1 (Revised 1996) toprepare a cash flow statement as it is a wholly owned subsidiary undertaking of Pubmaster HoldingsLimited and its cash flows are included within the consolidated cash flow statement of PubmistressLimited, the ultimate parent undertaking at 28 September 2003.

347


Notes to the financial statementsfor the period ended 28 September 2003

1 Analysis of turnover and profit on ordinary activities before taxationThe company’s turnover and profit on ordinary activities before taxation is derived wholly within theUnited Kingdom from its principal activity.

2 Operating costsPeriod ended

28 September 2003£’000

External charges 52,055Exceptional operating charges 1,640Depreciation 1,499

Total operating costs 55,194

The exceptional operating charges relate to costs associated with the raising of loan finance in theyear which do not fall to be capitalised as issue costs in accordance with FRS4 (Capitalinstruments).

3 Operating profitPeriod ended


Operating profit is stated after charging/(crediting):Auditors’ remuneration:– Audit services 42Rents receivable from properties (24,588)Other operating leases– Land and buildings 662– Plant and machinery 17

4 Directors’ emolumentsNone of the directors received any remuneration from the company during the period.

5 Employee informationSister of Pubmaster Limited employees’ contracts of service are with Pubmaster Limited, a fellowgroup company, and their remuneration is included in that company’s financial statements.Pubmaster Limited charge a management fee to Sister of Pubmaster that includes the cost of theseemployees but it is not possible to ascertain separately the element of the management fee thatrelates to staff costs.

6 Interest receivable and similar incomePeriod ended


Bank deposit interest 318Amortisation of swap premium 1,240

1,558

348


7 Interest payable and similar chargesPeriod ended


Interest payable on loans from group undertaking 37,928Amortisation of issue costs 555

38,483

8 Tax on profit on ordinary activitiesPeriod ended


Current taxGroup relief payable at 30% 2,313Total current tax 2,313

Deferred taxOrigination and reversal of timing differences 5,512

Total deferred tax 5,512

7,825

Period ended28 September 2003

£’000Profit on ordinary activities before taxation 12,144

Profit on ordinary activities multiplied by the standard rateof corporation tax in the UK of 30% 3,643

Effects of:Expenses not deductible for tax purposes 629Capital allowances for the period in excess of depreciation (6,049)Intra-group transfer of assets 4,090

Current tax charge for the period 2,313

There are no factors expected to significantly effect the tax charge in future periods.

9 DividendsPeriod ended


Dividends paid in the year £4,000,000 per share 4,000

349


10 Tangible assetsFreeholdland and

buildings£’000

LeaseholdLand andbuildings

£’000


£’000Total£’000

CostTransfer from group company 544,442 31,458 1,295 577,195Additions 2,054 772 997 3,823Disposals (2,307) 210 (7) (2,104)

At 28 September 2003 544,189 32,440 2,285 578,914

Accumulated depreciationCharge for the period 1,100 209 190 1,499Disposals (1) — — (1)

At 28 September 2003 1,099 209 190 1,498

Net book amountAt 28 September 2003 543,090 32,231 2,095 577,416

The land and buildings transferred were acquired for an amount determined by reference to avaluation performed by DTZ, an independent specialist property valuer, on an existing use basis,

The net book amount of leasehold land and buildings comprises:£’000

Long leasehold 30,356Short leasehold 1,875

32,231

11 Assets held for resale2003£’000

Finished goods and goods for resale 2,718


12 Debtors2003£’000

Amounts falling due within one year:Trade debtors 4,867Amounts owed by immediate parent undertaking 1,000Other debtors 4,877Prepayments 634

11,378

350


13 Creditors — Amounts falling due within one year2003£’000

Trade creditors 17,618Other taxes and social security 2,417Amounts due to group undertakings 17,543Term loan 8,733Other creditors 800Accruals and deferred income 897

48,008

14 Creditors: Amounts falling due after more than one year2003£’000

Amounts owed to group undertakings:Subordinated loan 61,086Term loan 502,066

563,152

The subordinated loan owed to Inn Partnership Limited, a fellow subsidiary undertaking, isrepayable in 2030, and has an interest rate of 17½%.

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

£63,021,000 Term A4 Floating Rate Notes due 2016£115,256,000 Term A5 Floating Rate Notes due 2016£211,303,000 5.943 per cent Term A6 Secured Notes due 2024£120,059,000 6.962 per cent Term B2 Secured Notes due 2028

The interest rate on the Term A4 Notes is LIBOR for 3 months sterling deposits plus a margin of0.41%. The interest rate on the Term A5 notes is LIBOR for three months sterling deposits plus amargin of 0.54% up to December 2012 and thereafter 1.33 per cent.

The term loans are stated net of issue costs, discounts and premiums of £(1,160,000).

15 Provisions for liabilities and charges

Deferred tax

The deferred tax liability comprises the following:2003£’000

Accelerated capital allowances 5,672Losses (160)

5,512

Movement in the amount required in the period£’000

Charge for the period ended 28 September 2003 5,512

Provision at 28 September 2003 5,512

351


16 Share capital2003

£Authorised100 ordinary shares of £1 each 100

Allotted and fully paid1 ordinary shares of £1 each 1

17 ReservesProfit and

loss account£’000

At 21 June 2002 —Retained loss for the period 319

At 28 September 2003 319

18 Reconciliation of movements in equity shareholders’ funds2003£’000

New shares issued in the period —Profit for the period 319

Net change in shareholders’ funds 319Equity shareholders’ funds at 21 June 2002 —

Equity shareholders’ funds at 28 September 2003 319

19 Commitments(a) Capital commitments at the end of the financial year for which no provision has been made.

2003£’000

Committed but not provided 270

(b) Annual commitments under non-cancellable operating leases are as follows:

Land andbuildings

£’000

2003Other£’000

Operating leases which expire:Within one year 17 —In the second to fifth years inclusive 135 —After five years 207 —

359 —

20 Contingent liabilitiesIn accordance with the terms of a Deed of Charge dated 5 July 1999 (as amended 28 November2002) the company has guaranteed the payments of principal of, and interest on, the loan notesissued by Pubmaster Finance Limited. The total outstanding indebtedness of the loan notes at28 September 2003 was £909,615,200.

352


21 Related party transactionsTransactions with other companies within the Pubmistress Limited group are not disclosed as thecompany has taken advantage of the exemption available under Financial Reporting Standard 8‘‘Related Party Disclosures’’.

22 Ultimate parent undertakingThe immediate parent undertaking is Pubmaster Holdings Limited. The ultimate parent undertakingis Pubmistress Limited, a company registered in England and Wales. Copies of Pubmistress Limitedconsolidated financial statements can be obtained from The Registrar of Companies, CompaniesHouse, Crown Way, Cardiff, CF4 3HZ.

353

APPENDIX 4

DESCRIPTION OF 2004/5 EBITDA ‘‘RUN-RATE’’ CALCULATION

The 2004/5 Financial Year EBITDA ‘‘Run-Rate’’ has been calculated using data for the 32 week periodfrom 22 August 2004 to 2 April 2005 (the ‘‘2004/5 year-to-date’’), on a pub-by-pub basis, as follows.

The EBITDA ‘‘Run-Rate’’ for the majority of outlets (namely 2,939 out of 3,176 Pubs forming the Estate)has been derived by grossing up the 32 weeks which form the 2004/5 year-to-date results andmultiplying by 52/32. Adjustments to the EBITDA ‘‘Run-Rate’’ have been made in respect of the followingitems:

Repairs

The 2004/5 year-to-date expenditure on repairs is artificially low because of the recent Pubmasteracquisition and resultant ‘‘first fix’’ expenditure being capitalised. To increase the repairs cost to a realisticongoing level, the run-rate has been calculated by multiplying the 2004/5 year-to-date spends by 52/32and then grossing up by a factor of 1.27.

Investments during the 2004/5 year-to-date results

• 165 Borrower and Sister Pubs

• 3 Centrum Pubs

For these pubs, annualised post investment trading performance figures have been extracted from the‘‘post–investment trackers’’ produced as part of Punch Group’s management accounts. For example, ifthere have been three full periods of trading post-investment then these trading results will be grossedup by 13/3.

Acquisitions during the 2004/5 year-to-date

• 6 Borrower Pubs

• 63 Centrum Pubs

For these pubs, annualised post acquisition trading performance figures have been extracted from the‘post–acquisition trackers’ produced as part of Punch’s management accounts. For example, if therehave been three full periods of trading post-acquisition then these trading results will be grossed up by13/3.

Machine gross margin

There were costs of only £1,611 associated with machines during the 2004/2005 year-to-date andtherefore the figure calculated for the machine turnover run rate was also used for the machine grossmargin run rate.

Overheads

Overheads have been calculated at a cost of £4,725 per pub. The Punch Group’s 2004/5 year-to-dateoverheads of £3,190 per pub, when extrapolated for the full 2004/5 Financial Year total £5,184 per pub.This difference of £459 per pub is explained by:

• an increase in pub numbers following the acquisition of InnSpired; and

• one off costs occurring in 2004/5 year-to-date that will not recur in the remainder of the 2004/5Financial Year.

Decile EBITDA

The decile 2004/5 EBITDA run rate analysis, which shows an average EBITDA per pub of £56,017,excludes central costs and repairs which total an average of £6,697 per pub.

354

APPENDIX 5

Tankard CovenantsInterest-only Period Transition Period Post-Transition Period

First Test Date Last Test Date Test Test Date Test 1 Test 1 Period Test 2 Test 2 Period First Test Date Test

1. Debt Service Coverage Ratio(Financial Covenant) 10-Dec-05 15-Aug-09 1.5000x 05-Dec-09 1.4375x 4Q 1.3750x 2Q 14-Aug-10 1.2500x

27-Feb-10 1.3750x 4Q 1.2500x 2Q22-May-10 1.3125x 4Q 1.2500x 2Q

2. Restricted Payment Condition(a) Debt Service Coverage

Ratio* 05-Mar-06 20-Aug-06 1.8000x 06-Dec-09 1.6875x 4Q 1.5000x 1Q 15-Aug-10 1.5000x10-Dec-06 16-Aug-09 1.8500x 28-Feb-10 1.6250x 4Q 1.5000x 1Q

23-May-10 1.5625x 4Q 1.5000x 1Q

(b) FCF DSCR 05-Mar-06 16-Aug-09 1.3000x 06-Dec-09 NA NA 1.1000x 1Q 15-Aug-10 1.1000x28-Feb-10 NA NA 1.1000x 1Q23-May-10 NA NA 1.1000x 1Q

3. Mandatory prepaymentfrom Disposals AccountDebt Service Coverage Ratio 10-Dec-05 15-Aug-09 1.6000x 05-Dec-09 1.5375x 4Q 1.4750x 2Q 14-Aug-10 1.3500x

27-Feb-10 1.4750x 4Q 1.3500x 2Q22-May-10 1.4125x 4Q 1.3500x 2Q

4. Permitted AcquisitionsDebt Service Coverage Ratio 10-Dec-05 15-Aug-09 1.6000x 05-Dec-09 1.5375x 4Q 1.4750x 2Q 14-Aug-10 1.3500x

27-Feb-10 1.4750x 4Q 1.3500x 2Q22-May-10 1.4125x 4Q 1.3500x 2Q

5. Independent ConsultantAppointment 10-Dec-05 15-Aug-09 1.6000x 05-Dec-09 1.5375x 4Q 1.4750x 2Q 14-Aug-10 1.3500x

27-Feb-10 1.4750x 4Q 1.3500x 2Q22-May-10 1.4125x 4Q 1.3500x 2Q

* The RPC debt service coverage ratio is tested on the Cash Flow Test Date which means 5 March 2006 and thereafter the day following each Financial Quarter Date falling at the endof the second and the fourth Financial Quarters of each Financial Year.

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APPENDIX 6

Company Registration No. 04401508 (England and Wales)

MBIA UK INSURANCE LIMITEDDIRECTORS’ REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2004

356


COMPANY INFORMATION

Directors D H DubinP C SullivanR D WertheimN G Budnick (Appointed 10 May 2004)G C Dunton (Appointed 10 May 2004)G H C Wakefield (Appointed 10 May 2004)D M Zurkow (Appointed 10 May 2004)C E Weeks (Appointed 18 November 2004)N Ferreri (Appointed 18 November 2004)

Secretaries R D WertheimS Biscardi

Company number 04401508

Registered office 1 Great St Helen’sLondonEC3A 6HX

Accountants Price Bailey LLPThe QuorumBarnwell RoadCambridgeCB5 8RE

Auditors PricewaterhouseCoopers LLPSouthwark Towers32 London Bridge StreetLondonSE1 9SY

Bankers JPMorgan Chase Bank125 London WallLondonEC2Y 5AJ

Solicitors Clifford Chance LLP10 Upper Bank StreetLondonE14 5JJ

CMS Cameron McKennaMitre House160 Aldersgate StreetLondonEC1A 4DD

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CONTENTS

PageDirectors’ report 1-2Independent auditors’ report 3Profit and loss account 4Balance sheet 5Notes to the financial statements 6-10

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DIRECTOR’S REPORTFOR THE YEAR ENDED 31 DECEMBER 2004

The directors present their report and financial statements for the year ended 31 December 2004.


During the year ended 31 December 2003 the Company did not trade, did not acquire any assets or incurany liabilities and, consequently, made neither a profit nor a loss.

In 2004 the Company did not commence its proposed principal line of trade which is the guarantee offinancial obligations, and notably with respect to securitisations, structured finance and project financetransactions. The Company did however acquire certain assets and liabilities and, consequently, madea profit for the year.

The profit for the year was £1,156,457.

Dividends

The directors do not recommend the payment of a final dividend for the year.

Directors

The following directors have held office since 1 January 2004:

J B Caouette (Resigned 24 December 2004)D H DubinP C SullivanR D WertheimJ W Brown (Appointed 10 May 2004 and resigned 18 November 2004)G E Bruckermann (Appointed 10 May 2004 and resigned 18 November 2004)N G Budnick (Appointed 10 May 2004)G C Dunton (Appointed 10 May 2004)G H C Wakefield (Appointed 10 May 2004)D M Zurkow (Appointed 10 May 2004)C E Weeks (Appointed 18 November 2004)N Ferreri (Appointed 18 November 2004)

Directors’ interests

There are no directors’ interests requiring disclosure under the Companies Act 1985.

Ordinary shares of £ 1 each31 December 2004 1 January 2004

D H Dubin – –P C Sullivan – –R D Wertheim – –N G Budnick – –G C Dunton – –G H C Wakefield – –D M Zurkow – –C E Weeks – –N Ferreri – –

Auditors

The company has by elective resolution dispensed with the obligation to appoint auditors annually inaccordance with section 386(1) of the Companies Act 1985. Therefore, the auditors, Pricewaterhouse-Coopers LLP, will be deemed to be reappointed for each succeeding financial year.

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MBIA UK Insurance Limited

Director’s Report (Continued)For the year ended 31 December 2004

Directors’ responsibilities

The directors are required by the Companies Act 1985 to prepare financial statements for each financialperiod which give a true and fair view of the state of affairs of the company as at the end of the financialperiod and of the profit or loss of the company for the financial period.

The directors confirm that suitable accounting policies have been used and applied consistently andreasonable prudent judgements and estimates have been made in the preparation of the financialstatements for the year ended 31 December 2004. The directors also confirm that applicable accountingstandards have been followed and that the financial statements have been prepared on a going concernbasis.

The directors are responsible for keeping proper accounting records, for safeguarding the assets of thecompany and hence for taking reasonable steps for the prevention and detection of fraud and otherirregularities

The directors are responsible for the maintenance and integrity of the company’s website on which theseaccounts may be published. Legislation in the United Kingdom concerning the preparation anddissemination of financial statements may differ from legislation in other jurisdictions.

This report has been prepared in accordance with the special provisions of Part VII of the Companies Act1985 relating to small companies.

On behalf of the board

CE WeeksDirector

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Independent Auditors’ ReportTo the Members of MBIA UK Insurance Limited

We have audited the financial statements which comprise the profit and loss account, the balance sheetand the related notes and which have been prepared in accordance with the accounting policies set outin the statement of accounting policies.

Respective responsibilities of the directors and auditors


Our responsibility is to audit the financial statements in accordance with relevant legal and regulatoryrequirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. Thisreport, including the opinion, has been prepared for and only for the company’s members as a body inaccordance with section 235 of the Companies Act 1985 and for no other purpose. We do not, in givingthis opinion, accept or assume responsibility for any other purpose or to any other person to whom thisreport is shown or in to whose hands it may come save where expressly agreed by our prior consent inwriting.





Opinion

In our opinion the financial statements give a true and fair view of the state of the company’s affairs asat 31 December 2004 and of its profit for the year then ended and have been properly prepared inaccordance with the Companies Act 1985.

PricewaterhouseCoopers LLPChartered Accountants and Registered AuditorsLondon

15 April 2005

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Profit and Loss AccountFor the year ended 31 December 2004

Notes2004

£2003

£

Administrative expenses (89,587) —

Operating loss 2 (89,587) —Investment income 3 1,239,660 —Other interest receivable and similar income 3 780,279 —Amortisation of investments 5 (194,789) —

Profit on ordinary activities before taxation 1,735,563 —Tax on profit on ordinary activities 4 (579,106) —

Profit on ordinary activities after taxation 9 1,156,457 —

The profit and loss account has been prepared on the basis that all operations are continuing operations.

There are no recognised gains and losses other than those passing through the profit and loss account.

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Balance SheetAs at 31 December 2004

2004 2003Notes £ £ £ £

Fixed assetsInvestments 5 23,691,688 —

Current assetsDebtors 6 679,057 1Investments 5 10,619,892 —Cash at bank and in hand 36,078,530 —

47,377,479 1Creditors: amounts falling due

within one year 7 (1,912,710) —

Net current assets 45,464,769 1

Total assets less current liabilities 69,156,457 1

69,156,457 1

Capital and reservesCalled up share capital 8 68,000,000 1Profit and loss account 9 1,156,457 —

Shareholders’ funds — equityinterests 10 69,156,457 1

These financial statements have been prepared in accordance with the special provisions of Part VII ofthe Companies Act 1985 relating to small companies.

The financial statements on pages 4-10 were approved by the Board on 15 April 2005 and were signedon its behalf by

C E WeeksDirector

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Notes to the Financial StatementsFor the year ended 31 December 2004

1 Accounting policies

1.1 Basis of preparation

The financial statements have been prepared in accordance with the provisions of Section 255Aof, and Schedule 9A to, the Companies Act 1985 (‘the Act’), and in accordance with the Statementof Recommended Practice on Accounting for Insurance Business issued by the Association ofBritish Insurers (the ‘ABI SORP’) dated November 2003 and applicable accounting standards inthe United Kingdom.

The company has taken advantage of the exemption in Financial Reporting Standard No 1 fromthe requirement to produce a cash flow statement on the grounds that it is a subsidiaryundertaking where 90 percent or more of the voting rights are controlled within the group.

1.2 Basis of accounting for underwriting activities

All classes of business written are accounted for on an annual basis whereby the incurred costsof claims, commission and related expenses are charged against the earned proportion ofpremiums, net of reinsurance as follows:

Premiums written, which are stated gross of acquisition costs but exclusive of premium taxes,relate to business incepted during the year, together with any differences between bookedpremiums for prior years and those previously accrued, and includes estimates of premiums duebut not yet received or notified to the group by intermediaries.

Unearned premiums relating to risks in future periods of account are estimated on a daily pro-rata,or more appropriate, basis.

1.3 Investments

Bonds and other fixed-income securities are stated at cost, excluding interest accrued at the dateof acquisition. Premiums and discounts on bonds and other fixed-income securities (differencebetween the purchase price and the redemption price) are written off to the profit and loss accountover the residual lives of the securities as an amortisation charge/(credit).

No provision is made for unrealised gains corresponding to the difference between the amortisedcost of securities and their fair market value. However, a provision for counterparty risks isrecorded if the Company has reason to believe that the issuer will be unable to fulfil its obligationsin terms of the payment of principal or interest.

1.4 Deferred taxation

Deferred taxation is provided in full in respect of taxation deferred by timing differences betweenthe treatment of certain items for taxation and accounting purposes. Deferred tax is calculated atthe tax rates which are expected to apply in the periods when the timing differences will reverse.The deferred tax balance has not been discounted.

2 Operating loss2004

£2003

£

Operating loss is stated after charging the following:Auditors’ remuneration 6,000 –Directors’ emoluments 21,250 –

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3 Investment income2004

£2003

£

Income from fixed asset investments 1,239,660 –Bank interest 780,279 –

2,019,939 –

4 Taxation2004

£2003

£

Domestic current year taxU.K. corporation tax 739,257 –

Current tax charge 739,257 –

Deferred taxDeferred tax credit current year (160,151) –

579,106 –

Factors affecting the tax charge for the yearProfit on ordinary activities before taxation 1,735,563 –

Profit on ordinary activities before taxation multiplied by standardrate of UK corporation tax of 30.00% (2003: 30.00%) 520,669 –

Effects of:Amortisation add back 58,437 –Tax on unrealised gains 160,151 –

218,588 –

Current tax charge739,257

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5 Investments

Fixed interest bondsShort-term

£Long-term

£Total

£CostAt 1 January 2004 – – –Transfer from a related groupundertaking 10,862,733 23,643,636 34,506,369

At 31 December 2004 10,862,733 23,643,636 34,506,369

AmortisationAt 1 January 2004 – – –Charge/(credit) for the year 242,841 (48,052) 194,789

At 31 December 2004 242,841 (48,052) 194,789

Carrying valueAt 31 December 2004

10,619,892 23,691,688 34,311,580

At 31 December 2003 – – –

The market value of current asset investments, maturing within 1 year, as at 31 December 2004was £10,631,710.

Fixed asset investments includes 2 bonds maturing in 2009 and 2014 respectively. The marketvalue of fixed asset investments as at 31 December 2004 was £24,213,708.

6 Debtors

2004£

2003£

Accrued interest receivable 518,906 1Deferred tax asset 160,151 –

679,057 1

Deferred tax2004

£2003

£

Balance at 1 January 2004 – –Tax on unrealised investment gains 160,151 –

Balance at 31 December 2004 160,151 –

The deferred tax asset is recoverable after more than one year.

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7 Creditors: amounts falling due within one year2004

£2003

£

Amounts owed to parent and fellow subsidiary undertakings 1,142,203 –Taxation and social security 739,257 –Other creditors 31,250 –

1,912,710 –

8 Share capital2004

£2003

£

Authorised100,000,000 Ordinary shares of £1 each 100,000,000 100

Allotted, called up and fully paid68,000,000 Ordinary shares of £1 each 68,000,000 1

On 15 April 2004 the authorised share capital of the company was increased by 99,999,900shares to 100,000,000 ordinary shares of £1 each. Each additional share ranks pari passu withthe Company’s original issued share capital.

On 10 May 2004 a further 67,999,999 ordinary shares of £1 each were allotted, taking thecompany’s issued share capital to £68,000,000.

9 Statement of movements on profit and loss account

Profit andloss

account£

Retained profit for the year 1,156,457

10 Reconciliation of movements in shareholders’ funds2004

£2003

£

Profit for the financial year 1,156,457 –Proceeds from issue of shares 67,999,999 –

Net addition to shareholders’ funds 69,156,456 –Opening shareholders’ funds 1 1

Closing shareholders’ funds 69,156,457 1

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11 Employees

Number of employees

There were no employees during the year apart from the directors, who received totalremuneration of £21,250 (2003 - £nil) from the company for qualifying services.

12 Control

The immediate parent undertaking is MBIA UK (Holdings) Limited, a company incorporated inEngland and Wales. The ultimate controlling party is MBIA Inc., a company incorporated in thestate of Connecticut, United States.

Copies of consolidated group financial statements can be obtained from 113 King Street, Armonk,New York, 10504, USA.


The company has taken advantage of the exemption in Financial Reporting Standard Number 8from the requirement to disclose transactions with group companies.

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APPENDIX 7

SUMMARY OF CERTAIN DIFFERENCES BETWEEN U.K. GAAP AS ADOPTED BY THE ISSUERAND IFRS

The financial information of the Issuer included in this Offering Circular has been prepared andpresented in accordance with accounting policies and standards generally accepted in theUnited Kingdom (U.K. GAAP). Such policies and standards are laid down in the Companies Act1985 and by the accounting practice rules. Such policies and standards differ in certain materialaspects from the international accounting standards adopted pursuant to the procedure ofArticle 3 of Regulation (EC) No. 1606/2002 (IAS’’).

Set forth is a summary of the significant differences between U.K. GAAP and IAS as they relate to theIssuer.

Statement of compliance

Under IAS, a statement of compliance that the consolidated financial statements have been prepared inaccordance with International Financial Reporting Standards (IFRS) and its interpretations adopted bythe International Accounting Standards Board (IASB) is required.


Under U.K. GAAP the financial statements are prepared under the historical cost convention, theaccounting policies set out below and in accordance with applicable accounting standards.

Under IFRS the financial statements are prepared on the historical cost basis except that the followingassets and liabilities are stated at their fair value: derivative financial instruments, financial instrumentsheld for trading and financial instruments classified as available-for-sale.

Non-current assets and disposal groups held for sale are stated at the lower of carrying amount and fairvalue less costs to sell.

The preparation of financial statements in conformity with IFRS requires management to makejudgements, estimates and assumptions that affect the application of policies and reported amounts ofassets and liabilities, income and expenses. The estimates and associated assumptions are based onhistorical experience and various other factors that are believed to be reasonable under the circum-stances, the results of which form the basis of making the judgements about carrying values of assetsand liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates. The estimates and underlying assumptions are reviewedon an ongoing basis. Revisions to accounting estimates are recognised in the period in which theestimate is revised if the revision affects only that period, or in the period of the revision and futureperiods if the revision affects both current and future periods.

Judgements made by the management in the application of IFRS that have a significant effect on thefinancial statements and estimates, with a significant risk of material adjustments in the next year arediscussed in the notes to the consolidated financial statements.

Change in accounting policy

Under both U.K. GAAP and IFRS comparative figures have been restated to reflect a change with regardto the classification of intercompany balances, deferred issue costs and management fees receivable.

Cash flow statement

Under U.K. GAAP the directors have taken advantage of the exemption in Financial Reporting StandardNo 1 (revised) from including cash flow statements in the financial statements on the grounds that thecompany is wholly owned and its parent company (Punch Taverns plc) publishes consolidated financialstatements.

Under IFRS no such FRS 1 exemption exists.

Cash and cash equivalents comprised cash balances and call deposits. Bank overdrafts that arerepayable on demand and form an integral part of the Group’s cash management are included as acomponent of cash and cash equivalents for the purpose of the statement of cash flows.

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Debt issue costs and swap premium

Under both U.K. GAAP and IFRS issue costs incurred in the raising of debt are capitalised and amortisedover the term of the relevant financing at a constant rate on the carrying amount.


Facility fees

Under both U.K. GAAP and IFRS certain front and facility fees relating to loans and advances areincluded in deferred income and amortised over the term of the relevant financing at a constant rate onthe carrying amount.


Under U.K. GAAP amounts payable or receivable in respect of swap agreements are recognised in theinterest payable charge on an accruals basis. The interest differential amounts due to/from the group oninterest rate swaps are accrued until settlement date and are recognised as an adjustment to interestexpense.

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

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

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

Derivative financial instruments

Under IFRS the Punch Group uses derivative financial instruments to hedge its exposure to interest raterisks arising from operational, financing and investment activities. In accordance with its treasury policy,the Punch Group does not hold or issue derivative financial instruments for trading purposes. However,derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at cost. Subsequent to initial recognition,derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair valueis recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting,recognition of any resulting gain or loss depends on the nature of the item being hedged.

The fair value of interest rate swaps is the estimated amount that the Punch Group would receive or payto terminate the swap at the balance sheet date, taking into account current interest rates and the currentcreditworthiness of the swap counterparties.

Hedging

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of arecognised asset or liability, or a highly probable forecasted transaction, the effective part of any gain orloss on the derivative financial instrument is recognised directly in equity. When the forecastedtransaction subsequently results in the recognition of a non-financial asset or non-financial liability, or theforecast transaction for a non-financial asset or non-financial liability the associated cumulative gain orloss is removed from equity and included in the initial cost or other carrying amount of the non-financial

370

asset or liability. If a hedge of a forecasted transaction subsequently results in the recognition of afinancial asset or a financial liability, the associated gains and losses that were recognised directly inequity are reclassified into profit or loss in the same period or periods during which the asset acquiredor liability assumed affects profit or loss (i.e., when interest income or expense is recognised). For cashflow hedges, other than those covered by the preceding two policy statements, the associatedcumulative gain or loss is removed from equity and recognised in the income statement in the sameperiod or periods during which the hedged forecast transaction affects profit or loss. The ineffective partof any gain or loss is recognised immediately in the income statement.

When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designationof the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulativegain or loss at that point remains in equity and is recognised in accordance with the above policy whenthe transaction occurs. If the hedged transaction is no longer expected to take place, the cumulativeunrealised gain or loss recognised in equity is recognised immediately in the income statement.

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APPENDIX 88.1 Valuation Report

THE PORTFOLIO

PREPARED BY:

DTZ DEBENHAM TIE LEUNGONE CURZON STREETLONDON W1A 5PZ 29 JULY 2005

372

CONTENTS

1.0 INTRODUCTION2.0 BACKGROUND INFORMATION3.0 UNDERTAKING4.0 VALUATION AS A SINGLE PORTFOLIO5.0 SAMPLING PROCEDURE6.0 DEFINITION OF VALUE7.0 EXTERNAL VALUERS8.0 ADJUSTMENTS9.0 ASSUMPTIONS AND SOURCES OF INFORMATION

10.0 DEVELOPMENT11.0 DIRECTORS’ INTERESTS12.0 PROPERTY INSPECTIONS13.0 EXPENDITURE AND REVENUE14.0 NON RECOVERABLE EXPENDITURE15.0 VALUATION OF THE PORTFOLIO16.0 VALUATION17.0 CONFIDENTIALITY & DISCLOSURE

APPENDICES

APPENDIX I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PORTFOLIOAPPENDIX II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PORTFOLIO SAMPLE

373

OUR REF: Project PimmsDIRECT TEL: 020 7643 6265DIRECT FAX: 020 7643 6345EMAIL: [email protected]

Punch Taverns Finance B Limited (the ‘Issuer’),Jubilee House,Second Avenue,Burton-upon-Trent,DE14 2WF

Punch Taverns (PMH) Limited (the ‘ParentGuarantor’),Jubilee House,Second Avenue,Burton-upon-Trent,DE14 2WF

Citigroup Global Markets LimitedCitigroup Centre,33 Canada Square,Canary Warf,London,E14 5LB

Deutsche Trustee Company Limited (the ‘SecurityTrustee’),Winchester House,1 Great Winchester Street,London,EC2N 2BD

Punch Taverns (PML) Limited (the ‘Borrower’),Jubilee House,Second Avenue,Burton-upon-Trent,DE14 2WF

MBIA UK Insurance Limited2nd Floor1 Great St Helen’sLondonEC3A 6HX

The Royal Bank of Scotland plc (together withCitigroup Global Markets Limited the ‘LeadManagers’),280 Bishopsgate,London,EC2M 4RB

29 July 2005

Gentlemen,

THE PUNCH ESTATE

1.0 INTRODUCTION

In accordance with the instructions received from Punch Taverns (PML) Limited (the ‘‘Borrower’’) inconnection with the advance by Punch Taverns Finance B Limited (the ‘‘Issuer’’) to the Borrower of theNew Term Facilities (as defined in an offering circular dated the date hereof (the ‘‘Offering Circular’’))secured by, inter alia, the Borrower’s respective freehold, feuhold, heritable, long and short leaseholdinterests in a portfolio of public house properties, known as the New Securitisation Group (the ‘‘Portfolio’’or the ‘‘Properties’’), we report herein our opinion of the Market Value of the Portfolio as at 29 July 2005(the ‘‘Valuation Date’’). The list of properties comprising the Portfolio is attached at Appendix I.

It is understood that the valuation is required in connection with the new issue of securities relating to thePortfolio (the ‘‘Transaction’’) and will be included in the Offering Circular provided to investors inconnection with the Transaction.

The Portfolio comprises public houses that were acquired from Pubmaster, Innspired and also thoseproperties that Punch have acquired during the period March 2003 -November 2005. The Portfolio is partof the larger Punch Estate which comprises over 7,800 pubs in total.

Capitalised terms used in this certificate which are not defined herein shall have the meaning given tothem in the Offering Circular.

In accordance with UKPS (as defined below) 5.4, we have made certain disclosures (set out below) inconnection with this valuation instruction and our relationship with the Securitisation Group.

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We have previously reported valuations in respect of the Punch Estate as it then comprised in reportsdated 28 June 2000 and 23 October 2000 which were included in the offering circular dated 28 June2000 (for the Punch Funding II Limited securitisation) and the offering circular dated 23 October 2000 (forthe tap issue) respectively. In 2002, 2003 and 2004 we undertook a valuation of part of the larger PunchEstate for the purpose of inclusion in company accounts. We have also undertaken valuations of thoseproperties which have been acquired and which now form part of the Punch Estate. We have alsohistorically undertaken valuations of the Pubmaster portfolio of public houses including most recently inan offering circular dated 25 October 2002. We have also historically undertaken valuations of theInnspired portfolio of public houses including most recently in an offering circular dated 30 April 2004.You have confirmed to us that you do not consider that any conflict arises in preparing the advice hereinas requested by the Borrower.

DTZ Debenham Tie Leung is a wholly owned subsidiary of DTZ Holdings plc (the ‘‘Group’’). In theGroup’s financial year to 30 April 2004, the proportion of total fees payable by the Borrower to the totalfee income of the Group was less than 5%.

Subject to our comments in paragraph 3.0 below, we confirm that the valuation has been made inaccordance with the appropriate sections of the Practice Statements and United Kingdom PracticeStatements (‘‘UKPS’’) contained within the RICS (Royal Institution of Chartered Surveyors) Appraisaland Valuation Standards, 5th Edition (the ‘‘Red Book’’), and that the valuation has been undertaken byvaluers, acting as external valuers, qualified for the purpose of the valuation.

As referred to in Section 6, in accordance with our instructions we have qualified the definition of MarketValue by assuming in the case of our valuation that each property may be used only for its existing usefor the foreseeable future. No regard has been had to potential alternative uses.

The Portfolio has been valued as a fully operational business and our valuation therefore reflects therental income/earnings derived from the operation of the existing business units. The income includesthat which is the product of the beer discount which has been negotiated in respect of the Portfolio withbreweries for the supply of beer and which in the 12 months to April 2005 totalled about 602,666 barrelsper annum. To this extent the valuation of the Portfolio reflects the value derived from the most valuableuse of the portfolio of properties, which in this case is believed to be equivalent to the existing use of theproperties, i.e. as public houses within a portfolio. As such we have undertaken no investigation as topotential alternative use of any asset. The valuation of these operational entities does not includemoveable trade fixtures and fittings, furnishings and equipment. We have had regard only to the existinguse since this reflects the approach that purchasers of a portfolio of this type adopt when formulatingbids.

In accordance with our instructions we have undertaken inspections of a sample of properties equatingto 10% of the Pubmaster Portfolio and 20% of the combined Innspired Portfolio and the PunchAcquisition Portfolio.

2.0 BACKGROUND INFORMATION

The Borrower has provided us with the information set out below. The valuation is reliant on the accuracyof the information provided. At the Valuation Date, the Portfolio comprised 3,176 freehold, feuhold,heritable, long and short leasehold pubs which are owned by the Borrower and let by the Borrower to anumber of tenants.

3.0 DEPARTURE FROM THE RED BOOK

In accordance with our agreed instructions, the Market Value departs from the procedure set out in theRed Book as the definition of Market Value has been qualified by assuming the properties may be usedonly for their existing use for the foreseeable future to reflect the market practice of valuing such aportfolio as a single entity (the ‘‘Departure’’).

This represents a deviation from PS 3.2 of the Red Book but in light of the nature and size of the Portfolioas highlighted in 3.1 below, we believe such a deviation to be reasonable in order to provide a valuationof the Portfolio.

Although only a representative sample of the Portfolio has been inspected it is considered that thenumber of properties inspected is professionally adequate as set out in the Red Book and therefore doesnot represent a departure from the Red Book.

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It should be noted that the Departure is the same as that which has been included in other valuationreports in respect of large pub portfolios. Where the valuation reports have formed part of stockexchange offering circulars they have been approved by the United Kingdom Listing Authority and theLuxembourg Stock Exchange.

3.1 The Reasons for the Departure from the Red Book

The definition of Market Value has been qualified by assuming existing use in order to reflect the marketpractice of purchasing large numbers of public house assets as part of a property portfolio. No regard hasbeen had to potential alternative uses. Purchasers of pub portfolios assess the cash flow generated bysuch assets and do not place any reliance on potential alternative uses. They do however expect thatwithin a portfolio of so many assets there will inevitably be some instances where there is a higheralternative use value.

4.0 VALUATION AS A SINGLE PORTFOLIO

The aggregate of the individual property values in respect of a portfolio of pubs of this size does notreflect the value of the portfolio as a whole. Management costs, the risk of rental voids, the potential forsales to special purchasers and any possible development/alternative use value can be spread acrossa number of sites. A willing purchaser of such a portfolio will take a more favourable attitude towardsthese issues than that which is likely to be taken by a willing purchaser of a single property asset. Inaddition the ownership of a portfolio provides enhanced purchasing power for goods and services ascompared to a single property. This is evidenced, for example, by the level of beer discount that isavailable on a portfolio compared to the level that can be negotiated on a single asset.

The nature of the purchaser of an individual property asset is different to that of the purchaser of aportfolio. The individual purchaser would have different costs of capital, risk profiles and potential exitroutes and therefore the price it would be prepared to bid on a unit by unit basis would be different to thatof a purchaser of a portfolio.

As a result, generally the individual capital value of each property within a portfolio, if sold separately, willbe less than the capital value achievable as part of a portfolio due to factors such as the enhancedpurchasing power for goods and services, as set out above. Reporting such values (either individuallyor in aggregate) is not a requirement of those parties for whom this valuation has been prepared.Accordingly, such valuations have not been undertaken because they would place too great an emphasison individual capital values, which are neither appropriate nor relevant in the context of how such assetsare traded in the market. In addition, in our opinion, were the property assets forming the Portfolio to bemarketed for sale they would most likely be lotted together to form a single portfolio.

5.0 SAMPLING PROCEDURE

Previously, we have undertaken a sampling exercise for the Pubmaster Estate for the re-financingexercise in 2002. In identifying the current sample from the Pubmaster Portfolio we have endeavouredto ensure that that no pub identified from the previous sample, reappears in the current sample.

Two sampling exercises were undertaken, separately, as follows:

(i) For the Pubmaster Portfolio

(ii) For the combined Innspired Portfolio and the Punch Acquisition Portfolio (the ‘Combined Portfolio’)

NOTE: 400 properties were excluded from (i) since we understand that they do not form part of theTransaction.

(i) Sampling Procedure for the Pubmaster Portfolio

In respect of the sampling procedure we took into account the following key factors:

(a) Tenure

A sample of freehold and leasehold tenure properties are identified.

(b) Geographical Regions

8 geographical regions were identified for the freehold properties, based on a grouping of EconomicRegions. The leasehold properties were not classified by geographical region, as the number ofproperties was too small.

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(c) Rent received MAT to April 2005

(d) Beer and Cider MAT barrelage to April 2005

Both of these latter two factors are themselves affected by location. All of the above mentioned keyinputs/drivers represent the most significant valuation variables and therefore referring to them in thesampling procedure results in a robust sample.

The sampling technique incorporates the key valuation inputs/drivers. The reason that the variouscharacteristics are compelling in any valuation of a public house is that it is vital that any sample includesthe full range, or variability, of each characteristic to ensure that the effect of these factors on the totalvalue of the Pubmaster Portfolio is fully reflected. The sampling technique employed endeavours toensure that there is no imbalance or incorrect weighting being applied.

There are a number of other techniques available for use in selecting a sample, including simple randomsampling, systematic sampling, for example choosing every tenth property and, cluster sampling,choosing properties in, say, the South East as being representative of other properties in the UK. We donot believe these are appropriate to the Pubmaster Portfolio.

In terms of valuation the advantage of the sampling technique we have chosen is that the procedureensures inclusion of properties which have characteristics from across the spectrum of tenure,geography, net rent receivable and barrelage.

A sample drawn using other techniques as described above, can run the risk of selecting by chance andtherefore could exclude characteristics which should form part of the sample pool’.

The inclusion of the full range of the valuation key drivers is fundamental since the information derivedfrom the Pubmaster Portfolio Sample forms the basis for extrapolating a value throughout the PubmasterPortfolio.

It is our opinion that, from a total of 2,513 public houses, which constitute the Pubmaster Portfolio to bevalued, as at the Valuation Date, it is possible to calculate the value of the Estate with the benefit of theinspection and analysis at an individual property level of a representative sample together with thetrading records and tenure records of the whole portfolio.

The Pubmaster Portfolio Sample was assembled by taking approximately 10 per cent. of the total fromthe Pubmaster Portfolio listing. The Sample was chosen by reference to key factors set out above. Thedetails of the methodology are set out in detail below.

The Pubmaster Portfolio List was first divided between 2,357 freehold and 156 leasehold tenureproperties. The number of properties taken from the freehold and leasehold lists, amounted toapproximately 10 per cent. of each tenure type. The proportion of freehold versus leasehold propertieswas calculated on a pro rata basis, dependent on the proportion of each tenure type within the overallPubmaster Portfolio.

Portfolio

Tenure

Number ofPubs within

Portfolio

Number ofPubs in

EstateSample

Proportion ofPortfolio in

Estate SampleNumber Freehold Properties 2,357 235 10.0%Number Leasehold Properties 156 16 10.3%

Total 2,513 251 10.0%

The Pubmaster Portfolio List was then divided by geographical region whilst retaining the division offreehold and leasehold tenure properties.

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Pubmaster Portfolio Sample sorted by Region- Freehold

Regional Area

Number ofPubs in

Portfolio

As aPercentage

of TotalFreehold

Number ofSample Pubs

ManuallyRounded

PortfolioSample as a

Percentage ofthe Regional

TotalScotland, North East 273 11.6% 27 9.9%NorthWest 553 23.4% 55 9.9%Yorkshire & Humberside 282 12.0% 28 9.9%South West 213 9.0% 21 9.9%Wales, West Midlands 322 13.7% 32 9.9%East Midlands 212 9.0% 21 9.9%East 328 13.9% 33 10.1%London, South East 174 7.4% 18 10.3%

TOTAL 2,357 100.0% 235 10.0%

To prepare the Freehold sample, within each geographical region a sample was identified by calculatingthe number of pubs within the region as a percentage of the total number of pubs to be sampled. Forexample there are a total of 328 pubs in the East region. This represented approximately 14 per cent.of the total number of freehold properties to be sampled. Approximately 10 per cent. of the freehold pubsin the East region were sampled and consequently 32 pubs in the region were identified for inspection.

The pubs, having been divided by region and the appropriate quantum of sample identified, were sortedby reference to the rent received MAT, and the beer and cider barrelage MAT. The final selection wasmade by calculating the number of pubs needed as a proportion of the total in the region, and of the totalrent and barrelage, and then making a random selection of pubs whose aggregate rent and barrelagematched the target for each category. This process was repeated for the other 7 regions for the freeholdsample.

The leasehold tenure sample was selected on the same basis, but with no separate geographical regionclassification, due to a small number of leasehold pubs, as shown.

Number of Pubs inLeaseholdPubmasterPortfolio

As a Percentage ofTotal Leasehold

Number of SamplePubs ManuallyRounded

Portfolio Sampleas a Percentage of

the Leasehold Total156 100.00% 16 10.3%

The total rent of the pubs and the total beer and cider barrelage in the Pubmaster Portfolio Sample werethen tested by reference to 10 percent of the total rent and total beer and cider barrelage within the wholePubmaster Portfolio list. The Pubmaster Portfolio Sample falls within 0.25 per cent of 10 per cent of thetotal for the Pubmaster Portfolio list.

(ii) Sampling Procedure for the Combined Portfolio

The Combined Portfolio comprises the following:

Company Name CountInnspired 471Centrum 147Jubilee 5Group 40

TOTAL 663

In respect of the sampling procedure we took into account the following key factors:

(a) Tenure

A sample of freehold and leasehold tenure properties are identified.

(b) Geographical Regions

4 geographical regions were identified for the freehold properties, based on a grouping of EconomicRegions. The leasehold properties were not classified by geographical region, as the number ofproperties was too small.

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(c) Rent received MAT to April 2005

(d) Beer and Cider MAT barrelage, to April 2005

It is our opinion that, from a total of 663 public houses, which constitute the Combined Portfolio to bevalued, as at the Valuation Date, it is possible to calculate the value of the Estate with the benefit of theinspection and analysis at an individual property level of a representative sample together with thetrading records and tenure records of the whole portfolio. The rationale for the sample technique is thesame as the Pubmaster Portfolio sample.

The Combined Portfolio Sample was assembled by taking approximately 20 per cent. of the total fromthe Combined Portfolio listing. The Sample was chosen by reference to key factors set out above. Thedetails of the methodology are set out in detail below.

The Combined Portfolio List was first divided between 630 freehold and 33 leasehold tenure properties.The number of properties taken from the freehold and leasehold lists, amounted to approximately 20 percent. of each tenure type. The proportion of freehold versus leasehold properties was calculated on a prorata basis, dependent on the proportion of each tenure type within the overall Combined Portfolio.

Portfolio

Tenure

Number of Pubswithin

Portfolio

Number of Pubsin Estate

Sample

Proportion ofPortfolio in

Estate SampleNumber Freehold Properties 630 126 20.0%Number Leasehold Properties 33 7 21.2%

Total 663 133 20.1%

The Combined Portfolio List was then divided by geographical region whilst retaining the division offreehold and leasehold tenure properties.

Combined Portfolio Sample sorted by Region — Freehold

Regional Area

Number ofPubs in

Portfolio

As aPercentage

of TotalFreehold


ManuallyRounded

PortfolioSample as a

Percentage ofthe Regional

TotalScotland, North East,

NorthWest, Yorkshire &Humberside 139 22.1% 28 20.1%

South West 194 30.8% 39 20.1%Wales, West Midlands,

East Midlands, East 142 22.5% 28 19.7%London, South East 155 24.6% 31 20.0%

TOTAL 630 100.00% 126 20.0%

To prepare the Freehold sample, within each geographical region a sample was identified by calculatingthe number of pubs within the region as a percentage of the total number of pubs to be sampled. Forexample there are a total of 194 pubs in the South West region. This represented approximately 30 percent. of the total number of freehold properties to be sampled. Approximately 20 per cent. of the freeholdpubs in the South West region were sampled and consequently 39 pubs in the region were identified forinspection.

The pubs, having been divided by region and the appropriate quantum of sample identified, were sortedby reference to the rent received MAT, and the beer and cider barrelage MAT. The final selection wasmade by calculating the number of pubs needed as a proportion of the total in the region, and of the totalrent and barrelage, and then making a random selection of pubs whose aggregate rent and barrelagematched the target for each category. This process was repeated for the other 3 regions for the freeholdsample.

The leasehold tenure sample was selected on the same basis, but with no separate geographic regionclassification, due to a small number of leasehold pubs, as shown.

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Number of Pubsin LeaseholdPortfolio

As aPercentage

of TotalLeasehold


ManuallyRounded

PortfolioSample as aPercentage

of theLeasehold

Total33 100.00% 7 21.2%

The total rent of the pubs and the total beer and cider barrelage in the Combined Portfolio Sample werethen tested by reference to 20 percent of the total rent and total beer and cider barrelage within the wholeCombined Portfolio list. The Combined Portfolio Sample falls within 0.1 per cent of 20 per cent of the totalfor the Combined Portfolio list.

A list of the properties comprising the Portfolio Sample is attached at Appendix 2.

6.0 DEFINITION OF VALUE

6.1 Market value

We have assessed Market Value in accordance with PS 3.2. Under these provisions, the term ‘‘MarketValue’’ means:

‘‘The estimated amount for which a property should exchange on the date of valuation between awilling buyer and a willing seller in an arm’s-length transaction after proper marketing wherein theparties had each acted knowledgeably, prudently and without compulsion.’’

In undertaking our valuation on the basis of Market Value we have applied the interpretativecommentary and standards (‘‘Standards’’) which have been settled by the International ValuationStandards Committee (IVSC). The commentary is included in PS 3.2 and is reproduced below:

The term ‘property’ is used because the focus of these Standards is the valuation of property.Because these Standards encompass financial reporting, the term ‘‘asset’’ may be substituted forgeneral application of the definition. Each element of the definition has its own conceptualframework.

‘The estimated amount ...’ Refers to a price expressed in terms of money (normally in the localcurrency) payable for the property in an arm’s-length market transaction. Market Value is measuredas the most probable price reasonably obtainable in the market at the date of valuation in keepingwith the Market Value definition. It is the best price reasonably obtainable by the seller and the mostadvantageous price reasonably obtainable by the buyer. This estimate specifically excludes anestimated price inflated or deflated by special terms or circumstances such as atypical financing,sale and leaseback arrangements, special considerations or concessions granted by anyoneassociated with the sale, or any element of Special Value.

‘... a property should exchange ...’ Refers to the fact that the value of an asset is an estimatedamount rather than a predetermined or actual sale price. It is the price at which the market expectsa transaction that meets all other elements of the Market Value definition should be completed on thedate of valuation.

‘... on the date of valuation ...’ Requires that the estimated Market Value is time-specific as of a givendate. As markets and market conditions may change, the estimated value may be incorrect orinappropriate at another time. The valuation amount will reflect the actual market state andcircumstances as of the effective valuation date, not as of either a past or future date. The definitionalso assumes simultaneous exchange and completion of the contract for sale without any variationin price that might otherwise be made.

‘... between a willing buyer ...’ Refers to one who is motivated, but not compelled to buy. This buyeris neither over-eager nor determined to buy at any price. This buyer is also one who purchases inaccordance with the realities of the current market and with current market expectations, rather thanon an imaginary or hypothetical market which cannot be demonstrated or anticipated to exist. Theassumed buyer would not pay a higher price than the market requires. The present property owneris included among those who constitute ’the market’. A valuer must not make unrealistic assumptionsabout market conditions or assume a level of Market Value above that which is reasonablyobtainable.

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‘... a willing seller ...’ Is neither an over-eager nor a forced seller prepared to sell at any price, nor oneprepared to hold out for a price not considered reasonable in the current market. The willing selleris motivated to sell the property at market terms for the best price attainable in the (open) marketafter proper marketing, whatever that price may be. The factual circumstances of the actual propertyowner are not a part of this consideration because the ‘willing seller’ is a hypothetical owner.

‘... in an arm’s-length transaction ...’ Is one between parties who do not have a particular or specialrelationship (for example, parent and subsidiary companies or landlord and tenant) which may makethe price level uncharacteristic of the market or inflated because of an element of Special Value,(defined in IVSC Standard 2, para. 3.11). The Market Value transaction is presumed to be betweenunrelated parties each acting independently.

‘... after proper marketing ...’ Means that the property would be exposed to the market in the mostappropriate manner to effect its disposal at the best price reasonably obtainable in accordance withthe Market Value definition. The length of exposure time may vary with market conditions, but mustbe sufficient to allow the property to be brought to the attention of an adequate number of potentialpurchasers. The exposure period occurs prior to the valuation date.

‘... wherein the parties had each acted knowledgeably, prudently ...’ Presumes that both the willingbuyer and the willing seller are reasonably informed about the nature and characteristics of theproperty, its actual and potential uses and the state of the market as of the date of valuation. Eachis further presumed to act for self-interest with that knowledge and prudently to seek the best pricefor their respective positions in the transaction. Prudence is assessed by referring to the state of themarket at the date of valuation, not with the benefit of hindsight at some later date. It is notnecessarily imprudent for a seller to sell property in a market with falling prices at a price which islower than previous market levels. In such cases, as is true for other purchase and sale situationsin markets with changing prices, the prudent buyer or seller will act in accordance with the bestmarket information available at the time.

‘... and without compulsion’ Establishes that each party is motivated to undertake the transaction, butneither is forced or unduly coerced to complete it.

Market Value is understood as the value of a property estimated without regard to costs of sale orpurchase and without offset of any associated taxes.’’

The RICS considers the application of the Market Value definition provides the same result as OpenMarket Value, a basis of value supported by previous editions of the Red Book.

As referred to in Section 3.1, we have qualified the above definition by assuming in the case of ourvaluation that each property may be used only for its existing use for the foreseeable future. No regardhas been had to potential alternative uses.

7.0 EXTERNAL VALUERS

Fleurets of 4 Roger Street, London who are specialist property advisers within the public house sector,have inspected the Sample Properties. Fleurets have provided us with their report dated 17 June 2005,which includes their opinions of rental values based on the existing lease agreements, a standard leaseand an estimate of the fair maintainable barrelage in respect of the Sample Properties.

8.0 ADJUSTMENTS

We have made no adjustments to reflect any liability to taxation that may arise on a disposal, nor for anycosts associated with a disposal incurred by the owner. No allowance has been made to reflect anyliability to repay any government or other grants, taxation allowance or lottery funding or VAT that mayarise on a disposal.

The valuation in this report is net of VAT at the prevailing rate.

We have made a deduction to reflect purchasers’ acquisition costs.

9.0 ASSUMPTIONS AND SOURCES OF INFORMATION

An assumption (‘‘Assumption’’) is defined in the Glossary to the Red Book as a ‘‘supposition taken to betrue’’. Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuationthat, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our

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valuations, we have made a number of Assumptions and have relied on certain sources of information.Where appropriate, the Company has confirmed that our Assumptions are correct so far as they areaware. In the event that any of these Assumptions prove to be incorrect then our valuation(s) should bereviewed.

The Assumptions we have made for the purposes of our valuation(s) are referred to below:

9.1 Title

We have been instructed to assume that any title or other issues that would be revealed by the Reportson Title or otherwise in respect of the Portfolio are not materially worse than would ordinarily be expectedin a portfolio of public houses of this size, age and diversity.

We have not had access to the title deeds of any of the properties. We have made an Assumption thatthe Borrower is possessed of good and marketable freehold/ leasehold title in each case and that theproperties are free from rights of way or easements, restrictive covenants, disputes or onerous orunusual outgoings. We have also assumed that the properties are free from mortgages, charges or otherencumbrances.

We have also been instructed to assume that any title or other issues that there may be are capable ofbeing resolved in such a way that they will not materially adversely affect the marketability of the Portfolioas a whole or its acceptability as suitable security.

9.2 Condition of Structure and Services, Deleterious Materials, Plant & Machinery

Due regard was paid to the state of repair and condition of each property inspected, but conditionsurveys were not undertaken, nor were woodwork or other parts of the structure which were covered,unexposed or inaccessible, inspected. Therefore, we are unable to report that any of the properties arestructurally sound or are free from any defects. We have assumed that all the properties are free fromany rot, infestation, adverse toxic chemical treatments, and structural or design defects.

We have not arranged for investigations to be made to determine whether high alumina cementconcrete, calcium chloride additive or any other deleterious material have been used in construction orany alterations, and therefore we cannot confirm that the properties are free from risk in this regard. Forthe purposes of this valuation, it has been assumed that any investigation would not reveal the presenceof such materials in any adverse condition.

No mining, geological or other investigations have been undertaken to certify that the site is free from anydefect as to foundations. Where relevant, we have assumed that the load bearing qualities of the sitesof the properties are sufficient to support the buildings constructed, or to be constructed thereon. Wehave also assumed that there are no abnormal ground conditions, nor archaeological remains present,which might adversely affect the present or future occupation, development or value of the propertiescomprising the Portfolio.

No tests have been carried out as to electrical, heating or any other services nor have the drains beentested. However, we have assumed all services to be functioning satisfactorily.

It is a condition of DTZ Debenham Tie Leung Limited or any related company, or any qualified employee,providing advice and opinions as to the value, that the client and/or third parties (whether notified to usor not) accept that this report in no way relates to, or gives warranties as to, the condition of the structure,foundations, soil and services.

9.3 Environmental Matters

We have been instructed not to make any investigations in relation to environmental matters and to makeenquiries of the Borrower.

The Borrower has confirmed to us that they are not aware of any environmental issues that would impacton the valuations reported. Therefore in accordance with our instructions we have assumed that nocontamination or other adverse environmental matters exist in relation to the Portfolio sufficient to affectvalue. We have no basis upon which to assess the reasonableness of this assumption. If it were to proveinvalid then the value would fall by an unspecified amount.

Other than as referred to above, we have not made any investigations to establish whether there is anycontamination or potential for contamination to the subject properties.

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A purchaser in the market might, in practice, undertake further investigations than those undertaken byus. If it is subsequently established that contamination exists at the properties or on any neighbouringland, or that the premises have been or are being put to any contaminative use then this might reducevalue now reported.

Commensurate with our assumptions set out above we have not made any allowance in this valuationfor any effect in respect of actual or potential contamination of land or buildings.

9.4 Plant and Machinery

No allowance has been made in our valuation for any item of plant or machinery not forming part of theservice installations of any building. Specifically excluded are all items of plant, machinery andequipment installed wholly or primarily in connection with the occupant’s business, furniture andfurnishings, fixtures, fittings, vehicles, stock and loose tools. Technical service equipment such as beerraising, cooling and dispensing equipment that can be conveniently or economically removed has beenexcluded.

9.5 Floor Areas

None of the properties have been measured.

9.6 Goodwill

No reflection has been made in our valuation of any goodwill that may arise from the present occupationof any of the properties in the Portfolio.

9.7 Rent/Barrelage/Direct Costs and Other Commercial Information

Details of passing rents, barrelage, AWP income, unlicensed property income, direct costs and othercommercial information have been supplied to us by the Borrower. We have relied on all suchinformation, which we have assumed is full, up-to-date and correct and understand that this informationcorresponds with that which has been made available to all the advisers.

9.8 Statutory Requirements and Planning

In accordance with your instructions we have made no enquiries of the local planning authorities. Wehave assumed that each of the public houses and all ancillary buildings have been constructed and arecurrently being used in full compliance with valid town planning and building regulations approvals, thatwhere relevant, each has the benefit of a current fire certificate, and that none of them is subject to anystatutory notice as to their construction, use or occupation, unless we are aware of information to thecontrary.

It has been assumed that each building has been constructed in full compliance with valid town planningand building regulations approvals. It has been further assumed that the existing use of each building isduly authorised and established, that relevant and valid Justices’ Full On Licences (or Scottishequivalent) are held for all buildings or parts thereof where alcoholic beverages are sold or consumedand that no material adverse planning restrictions apply unless we are aware of information to thecontrary.

We have assumed that, if you should need to rely upon information given about town planning matters,your solicitors should be instructed to institute formal searches.

It is a requirement of the Food Safety Act 1990 that all premises involved in cooking, preparing, handling,storing, selling or transporting food should be registered. Failure to do so can mean the imposition ofpenalties by the authorities. Where appropriate, we have assumed that each property within the Portfoliohas been registered and either complies with, or the necessary steps will be taken to comply with, theregulations. No account of the cost of compliance has been allowed for within the valuation reported.

9.9 Defective Premises Act 1972

No allowance has been made for rights, obligations or liabilities arising under the Defective Premises Act1972.

9.10 Information

We have assumed that all information provided to us by the Borrower and their professional advisers inrespect of the Portfolio is both full and correct and corresponds with that which has been made availableto all the advisers.

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It follows that we have assumed that details of all matters likely to affect value within the Borrower’sknowledge have been made available to us and that the information is up to date.

9.11 Taxation and Costs

No adjustment has been made to reflect any liability to taxation that may arise on disposal, nor for anycosts associated with disposal incurred by the owner. Furthermore, no allowance has been made toreflect any liability to repay any government or other grants, or taxation allowances that may arise ondisposal.

The capital valuations and rentals included in this Valuation Report are net of value added tax at theprevailing rate.

9.12 Landlord and Tenant Act 1987

The Landlord and Tenant Act 1987 (the ‘‘Act’’) gives certain rights to defined residential tenants to acquirethe freehold/head leasehold interest in a building where more than 50% of the floor space is in residentialuse. Where this is applicable, we have assumed that necessary notices have been given to theresidential tenants under the provisions of the Act, and that such tenants have elected not to acquire thefreehold/head leasehold interest, and therefore disposal into the open market is unrestricted.

10.0 MARKET RENT AND FAIR MAINTAINABLE BARRELAGE

In order to prepare our valuation, we have undertaken an assessment of the market rent the estimatedrental value and the fair maintainable barrelage in respect of the Sample Properties.

11.0 DEVELOPMENT PROPERTY

None of the properties within the Portfolio have been valued on the basis of development potential sincewe have assumed that their collective value, having regard to their existing use as public houses formingpart of a portfolio of public house assets, exceeds any value derived from individual development foranother use.

12.0 DIRECTORS’ INTERESTS

The Directors of the Borrower have confirmed to us that they have not at any time had any interest in anyacquisitions or disposals of any buildings or property within the Portfolio.

13.0 PROPERTY INSPECTIONS

Fleurets carried out full internal and external inspections of a representative sample of propertiesbetween 25 April and 25 May 2005. In addition historically each of the Punch Acquisition Portfolio hasbeen inspected and also samples of properties from the Pubmaster and Innspired Portfolios wereinspected at the time of previous valuations as mentioned in section 1 of this report.

14.0 EXPENDITURE AND REVENUE

The Borrower has provided us with historic maintenance costs as well as future forecasts/budgets inrespect of the Portfolio. These items, as well as detail on additional income that is receivable by theBorrower such as income from gaming machines, have been relied upon and taken into account in thisvaluation.

15.0 NON-RECOVERABLE EXPENDITURE

In addition to the Borrower’s predicted annual expenditure on maintenance and repairs we have alsomade an allowance to reflect the additional cost of managing/supervising the Portfolio. The additionalcost of employing management staff appropriate to the Portfolio has been allowed against the incomereceivable. This deduction does not reflect ‘head office’ costs.

16.0 VALUATION OF THE PORTFOLIO

The Portfolio comprises 3,176 properties. The valuation has attributed a single figure to the wholePortfolio rather than individual values for each of the properties. In our opinion, the Portfolio would bemarketed as a portfolio and sold as a whole rather than as individual units. The valuation reflects themost likely manner in which the Portfolio would be sold/offered for sale in the market.

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From information provided to us in respect of the Portfolio by the Borrower at the date of valuation, thePortfolio had a net rental income of approximately £68,000,000 per annum exclusive and generated abarrelage volume of circa 602,666 barrels per annum.

In arriving at our valuation we have looked at each of the three levels of income referred to below, basedon its respective security. The most secure income is inevitably the net contracted rentals from theoccupational tenants which as we have stated above amounts to approximately £68,000,000 net perannum exclusive.

The second level of income is in respect of the discount which has been negotiated in respect of thePortfolio with breweries for the supply of beers based on a total sales volume of circa 602,666 barrelsper annum.

The third level relates to the income derived from machines and other unlicensed income from individualpubs. This we are advised by the Borrower currently equates to approximately £11,595,000 per annumexclusive.

We have attributed different yields to each element of income to reflect its ‘‘risk’’ in terms of potentialgrowth and its continuity into the future. The overall ‘‘blended’’ yield for the respective different incomeshas then also been applied to the annual cost, which totals approximately £11,450,000 of repairingobligations and additional management costs associated with the Portfolio which are the responsibilityof the Borrower. The management costs are based on 7.5 per cent of the annual net contractual incomefor the Portfolio. With regard to repairs and maintenance expenditure, we have had regard to theBorrower’s historic expenditure and the feedback from the inspection of the Sample and adopted£6,350,000. We are advised by the Borrower that this sum represents the average in unrecoverablerepair and maintenance costs that could be expected for such a portfolio. Guidance has also been takenfrom the estimate of the costs supplied by Fleurets and based on their inspection of the Portfolio Sample.The annual cost of repairs amounting to £6,350,000 has been capitalised at the blended yield and theresultant figure has been deducted from the gross value.

The Valuation set out below represents the value of the Portfolio as a whole and does not represent thesum of the individual property values.

17.0 VALUATION

We are of the opinion that the Market Value for the Portfolio in its existing use, at the Valuation Date,subject to the assumptions and comments in this report is:

£1,650,000,000(One Billion Six Hundred and Fifty Million Pounds)

18.0 CONFIDENTIALITY AND DISCLOSURE

The contents of this report and appendices may be relied upon only by the addressees in connection withthe Transaction described in the Offering Circular. No reliance may be placed upon the contents of theValuation Report by any party who is not an addressee of this Valuation Report or by an addressee ofthis Valuation Report for any purpose other than in connection with the Transaction. Neither thisValuation Report, nor any part thereof, may be reproduced or referred to, in any document, circular orstatement, nor may its contents, or any part thereof, be disclosed orally, or otherwise to a third party,without the valuer’s written approval as to the form and context of such publication or disclosure. Suchpublication or disclosure will not be permitted unless, where, relevant, it incorporates the Departure fromthe Red Book referred to herein. For the avoidance of doubt such approval is required whether or notDTZ Debenham Tie Leung Limited are referred to by name and whether or not the contents of our Reportare combined with others.

Yours faithfully

CHARLES SMITH MRICSDirectorFor and on behalf ofDTZ Debenham Tie Leung Limited

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APPENDIX 8.2

Appendix I: Portfolio

PunchOutletCode Outlet Name Address 1 Address 2 Postcode202264 BELUGA, ABERDEEN 492 UNION STREET ABERDEEN AB10 1TS202277 SAL’S, ABERDEEN 7 CROWN STREET ABERDEEN AB11 6HA202270 CRITERION, ABERDEEN 54 GUILD STREET ABERDEEN AB11 6NB202298 PARKWAY, ABERDEEN BALGOWNIE ROAD ABERDEEN AB22 8LX202275 MAINS OF SCOTSTOWN, BRIDGE OF 1 JESMOND SQUARE ABERDEEN AB22 8WT202278 SCOTIA BAR, ABERDEEN 7 SUMMERFIELD TERRACE ABERDEEN AB24 5JB202273 LOCHSIDE BAR, ABERDEEN 87/89 LOCH STREET ABERDEEN AB25 1DH202266 BROADSTRAIK INN, ABERDEEN ELRICK ABERDEEN AB32 6TL200827 DUKE OF MARLBOROUGH, ST ALBANS 110 HOLYWELL HILL HERTS AL 1 1DH200833 WHITE HART TAP, ST ALBANS 4 KEYFIELD TERRACE HERTS AL 1 1QJ200834 WHITE LION, LONDON COLNEY ST ANNS ROAD HERTS AL 2 1NX200831 OLD RED LION, ST ALBANS PARK STREET HERTS AL 2 2LP200832 VERULAM ARMS, ST ALBANS 41 LOWER DAGNALL STREET HERTS AL 3 4QE200828 GREEN MAN, SANDRIDGE 31 HIGH STREET ST ALBANS HERTS AL 4 9DD200830 MALTA, HARPENDEN LOWER LUTON ROAD HERTS AL 5 5AH200829 GREEN MAN, HATFIELD MILL GREEN HERTS AL 9 5NZ203613 WHITE LION, ST ALBANS 91 SOPWELL LANE HERTS AL1 1RN203089 PEAR /PARTRIDGE(WHITE HORSE), HIGH STREET ST ALBANS AL2 1JY203055 OLD FOX, ST ALBANS BRICKET WOOD HERTS AL2 3XU203254 ROSE & CROWN, ST ALBANS 10 ST MICHAELS STREET HERTS AL3 4SG300247 SKEW BRIDGE, HARPENDEN 59 SOUTHDOWN ROAD HARTS AL5 1PQ203600 WHITE HORSE, WELWYN MILL LANE HERTS AL6 9ET200856 VILLAGE TAVERN, SALTLEY 2 GEORGE ARTHUR ROAD WEST MIDLANDS B 8 1LW201478 SPORTSMAN, BORDESLEY GARISON LANE BIRMINGHAM B 9 4QG200858 CRICKETERS ARMS, SMALL HEATH 48 LITTLE GREEN LANE WEST MIDLANDS B 9 5AX200840 MALT SHOVEL, SMALL HEATH BI COVENTRY ROAD WEST MIDLANDS B 10 0UG200838 HEREFORD ARMS, SPARKBROOK 86 KYRWICKS LANE WEST MIDLANDS B 11 1TD200841 ROYAL OAK, SPARKBROOK BIRM 31 ALFRED STREET WEST MIDLANDS B 12 8JJ200839 MALT SHOVEL, BALSALL HEATH BI 170-171 BRIGHTON ROAD WEST MIDLANDS B 12 8QN200842 VICTORIA, BALSALL HEATH BIRMI 5 RUNCORN ROAD WEST MIDLANDS B 12 8QP200837 COACH & HORSES, BALSALL HEATH 162 MARY STREET WEST MIDLANDS B 12 9RJ200835 ACORN INN, WINSON GREEN BIRM WINSON GREEN ROAD WEST MIDLANDS B 18 4BA200836 BULLS HEAD, HANDSWORTH BIR 104 VILLA ROAD WEST MIDLANDS B 19 1NN200844 PUMP TAVERN, HANDSWORTH BI 236 SOHO ROAD WEST MIDLANDS B 21 9LR200845 RED LION, HANDSWORTH BIRMI SOHO ROAD WEST MIDLANDS B 21 9LR201399 BROOKVALE, ERDINGTON SLADE ROAD BIRMINGHAM B 23 7PX201395 BEECHES, NORTHFIELD MERRITTS BROOKE LANE BIRMINGHAM B 31 1UL201442 RACE COURSE, CASTLE BROMWICH BROMFORD DRIVE BIRMINGHAM B 36 8SL201449 LICKEY BANKER, FRANKLEY ORMOND ROAD BROMSGROVE B 45 0JD200849 MERLIN, BROMSGROVE STOURBRIDGE ROAD WORCS B 61 0AR200850 ROYAL OAK, ROWLEY REGIS WARL 301 DUDLEY ROAD WEST MIDLANDS B 65 8NB200852 SIR ROBERT PEEL, ROWLEY REGIS 1 ROWLEY VILLAGE WEST MIDLANDS B 65 9AT200855 WHITE SWAN, WEST BROMWICH 34 BROMFORD LANE WEST MIDLANDS B 70 7HW201402 BULLS HEAD, POLESWORTH TAMWORTH ROAD STAFFORDSHIRE B 78 1JH200860 OLD ROYAL OAK, WOOD END TAMWO BROAD LANE WEST MIDLANDS B 94 5DP200859 EAGLE, CRABBS CROSS REDDITCH EVESHAM ROAD WORCS B 97 5JA200857 BLACK HORSE, MOUNT PLEASANT RE IPSLEY STREET WORCS B 97 6JP202475 CLUB DEMON, BIRMINGHAM 89 HOLLOWAY ROAD BIRMINGHAM B1 1QP300259 WOODBINE TAVERN, BIRMINGHAM GROVE LANE BIRMINGHAM B21 9HF203145 PUNCHBOWL, SOUTH QUINTON 153 WOLVERHAMPTON ROAD BIRMINGHAM B32 2AX203334 SPITFIRE, CASTLE 2 PARKFIELD DRIVE CASTLE BROMWICH B36 9EJ203000 MISSING, BIRMINGHAM 48 BROMSGROVE STREET BIRMINGHAM B5 6NU203017 NAVIGATION INN, STOKE PRIOR HANBURY ROAD NR BROMSGROVE B60 4LB200848 HANBURY TURN, WORCESTER STOKE HEATH WORCS B60 4LU132411 ROYAL OAK 41 BARLEY MOW LANE BROMSGROVE B61 0LU

386

PunchOutletCode Outlet Name Address 1 Address 2 Postcode203084 PARK GATE INN, BROMSGROVE KIDDERMINSTER ROAD WORCS B61 9AJ300089 LITTLE CHOP HSE, HALESOWEN 74 WINDMILL HILL HALESOWEN B63 2BZ300387 WHY NOT INN, HALESOWEN TWO GATES HALESOWEN B63 2JH203126 OLD QUEENS HEAD, HALESOWEN BIRMINGHAM STREET WORCS B63 3HN203619 WHITLEY HOTEL, HALESOWEN STOURBRIDGE ROAD WEST MIDLANDS B63 3QX300264 MANCHESTER STORES, OLDBURY PARK STREET BIRMINGHAM B69 2AS202713 FIVE WAYS 47, WEST BROMWICH SEAGER STREET WEST MIDLANDS B71 4AN114055 PRINCE OF WALES, WILNECOTE HOCKLEY ROAD WILNECOTE B77 5EE200853 CUCKOO’S REST, DORDEN WHITEHOUSE ROAD STAFFS B78 1QE300250 BARLEY MOW, BIRMINGHAM 117 ST MARGARETS ROAD BIRMINGHAM B8 2BD300092 LITTLE LARK, STUDLEY 108 ALCESTER ROAD WARWICKSHIRE B80 7NP403425 OPAL LOUNGE, SOLIHULL HIGH STREET SOLIHULL B91 3SX202445 BLACK SWAN, HENLEY IN ARDEN HIGH STREET HENLEY IN ARDEN B95 5AA127332 BIRD IN HAND, HENLEY IN ARDEN BIRMINGHAM ROAD HENLEY IN ARDEN B95 5QR202314 BROCKHILL, BATCHLEY ESTATE WILLOW WAY REDDITCH B97 6PH203627 WINYATES, REDDICH WINYATES SHOPPING CENTRE WORCS B98 0NR300260 WOODROW, REDDITCH 35 STUDLEY ROAD REDDITCH B98 7RY300127 MARLBOROUGH TAVERN, BATH 35 MARLBOROUGH BUILDINGS BATH BA1 2LY300109 ST JAMES WINE VAULTS 10 ST JAMES STREET BATH BA1 2TW300131 PARK TAVERN, BATH 3 PARK LANE BATH BA1 2XG300104 NEW CROWN, NEWBRIDGE 21 NEWBRIDGE HILL BATH BA1 3PW300103 KINGS HEAD, UPPER WESTON 40 HIGH STREET BATH BA1 4BX300099 CROWN & ANCHOR, BATH 44 HIGH STREET BATH BA1 4BY202587 COEUR DE LYON, BATH NORTHUMBERLAND PLACE AVON BA1 5AR300132 RICHMOND ARMS, BATH 7 RICHMOND PLACE BATH BA1 6EH300133 RISING SUN, CAMDEN RD BATH 5 CLAREMONT TERRACE BATH BA1 6EH124488 BLUE BALL HOTEL, BRUTON 2 COOMBE STREET BRUTON BA10 0EP300116 FARMERS ARMS, FROME SPRING GARDENS SOMERSET BA11 2NY300113 RING O BELLS, FROME 75 BROADWAY SOMERSET BA11 3HD300128 MASONS ARMS, FROME MARSTON GATE SOMERSET BA11 4DJ300114 JOHN BARLEYCORN, WARMINSTER 3 WEYMOUTH STREET WILTSHIRE BA12 9NP300408 CHARLIES, WESTBURY 3/5 MARKET PLACE WILTSHIRE BA13 3DE300155 CROWN, TROWBRIDGE 12 TIMBRELL STREET WILTSHIRE BA14 8PP300414 BEEHIVE, BRADFORD ON AVON 263 TROWBRIDGE ROAD WILTSHIRE BA15 1UA300126 KINGS ARMS, MONKTON FARLEIGH MONKTON FARLEIGH BRADFORD ON AVON BA15 2QH200861 BUTCHERS ARMS, FARMBOROUGH TIMSBURY ROAD AVON BA2 0AE300107 ROSE & LAUREL, BATH 118 RUSH HILL BATH BA2 2QS300110 WHEATSHEAF, CORSTON WELLS ROAD BATH BA2 3HB300097 CROSS KEYS. BATH MIDFORD ROAD BATH BA2 5RZ300106 RISING SUN, BATH 4 GROVE STREET BATH BA2 6JP300105 PACK HORSE, BATH HODS HILL BATH BA2 7DU202531 CARPENTERS ARMS, CHILTHORNE DO VAGG LANE YEOVIL SOMERSET BA21 3PX202852 HELYAR ARMS, YEOVIL EAST COKER SOMERSET BA22 9JR300108 SEVEN STARS, TIMSBURY NORTH ROAD BATH BA3 1JJ300098 CROSSWAYS TAV, BATH REDFIELD ROAD BATH BA3 2JH128116 RAILWAY, RADSTOCK WELTON ROAD RADSTOCK BA3 3RR300101 GEORGE INN, GURNEY SLADE GURNEY SLADE BATH BA3 4TQ300416 DUKE OF CUMBERLAND, RADSTOCK EDFORD HILL RADSTOCK BA3 5HQ300118 DOWNSIDE INN, DOWNTON BATH ROAD SHEPTON MALLETT BA4 4JL300121 WAGGON HORSES, DOULTING FROME ROAD SOMERSET BA4 4LA300120 VICTORIA INN, SHEPTON MALLETT BOARD CROSS SHEPTON MALLETT BA4 5DX300119 KING WILLIAM, SHEPTON MALLETT COOMBE LANE SHEPTON MALLETT BA4 5UG300180 SHERSTON HOTEL, WELLS PRIORY ROAD WELLS BA5 1SU300176 MERMAID HOTEL, WELLS TUCKER STREET WELLS BA5 2DZ300171 FOUNTAIN INN, WELLS 1 ST THOMAS STREET WELLS BA5 2UU300181 SUN INN, WELLS 20 UNION STREET WELLS BA5 3PU300184 LION, WEST PENNARD GLASTONBURY ROAD GLASTONBURY BA6 8NH300178 QUEENS HEAD (YE), GLASTONBURY 84 HIGH STREET GLASTONBURY BA6 9DZ300177 MITRE INN, GLASTONBURY BENEDICT STREET GLASTONBURY BA6 9HE300174 KING WILLIAM, GLASTONBURY 19 MARKET PLACE GLASTONBURY BA6 9HL

387

PunchOutletCode Outlet Name Address 1 Address 2 Postcode200169 DUCK & PUDDLE, BLACKBURN 109 DUKES BROW LANCS BB 2 6DH201556 BROOKSIDE, DARWEN DUCKWORTH ST LANCASHIRE BB 3 1AT200155 CROWN HOTEL, DARWIN BLACKBURN 24 REDEARTH ROAD LANCS BB 3 2AB201550 BRIDGE END, ROSSENDALE HELMSHORE ROAD LANCASHIRE BB 4 4LG200597 BLACKBULL HOTEL, HASLINGDEN 1 BLACKBURN ROAD HASLINGDEN BB 4 5QQ201761 FARMERS GLORY, HASLINGDEN ROUNDHILL ROAD ROSSDENDALE BB 4 5TU200147 BUCK INN, RAWTENSTALL COWPE ROAD COWPE LANCS BB 4 7DQ201999 RED LION, ROSSENDALE 437 NEWCHURCH ROAD LANCASHIRE BB 4 7TB200595 MASONS ARMS, CRAWSHAWBOOTH CO-OPERATION STREET ROSSENDALE BB 4 8AG200603 RHODEN INN, OSWALDTWISTLE 109 ROE GREAVE ROAD OSWALDTWISTLE BB 5 3QF200575 BRIDGE INN, CHURCH ACCRINGTON 135 HENRY STREET CHURCH

ACCRINGTONBB 5 4EP

200580 CROWN, ACCRINGTON 318 WHALLEY ROAD LANCS BB 5 5DQ201558 BUCK INN, CLITHEROE GRINDLETON ANCS BB 7 4JD201760 DUKE OF YORK, GRINDLETON BROW TOP NR. CLITHEROE

LANCS.BB 7 4QR

201483 UNION EXCHANGE, COLNE MARKET STREET LANCS BB 8 0LL201867 LANE ENDS, BRIERFIELD HIGHER REEDLEY ROAD NELSON BB 9 5HA201486 DUCK & BOOT, BURNLEY 2 TODMORDEN ROAD LANCS BB10 4AE200592 KETTLEDRUM, MERECLOUGH 302 RED LEES ROAD BURNLEY BB10 4RG200578 COAL CLOUGH HOUSE, COAL CLOUGH COAL CLOUGH HOUSE BURNLEY BB11 4NJ200572 ALMA, PADIHAM WEST STREET LANCS BB12 8JD300378 WHALLEY RANGE, PADIHAM 78 CHURCH STREET LANCASHIRE BB12 8JQ201660 FOSTERS ARMS, BARNOLDSWICK GISBURN RD NR. COLNE BB18 5LG201763 SEVEN STARS, BARNOLDSWICK 30 CHURCH STREET COLNE BB18 5UT201765 WHITE LION, EARBY RILEY STREET COLNE BB18 6NX300351 BOWLING GREEN, DARWEN 386 BOLTON ROAD LANCS BB3 2PS127290 BAYLEYS CAFE BAR, DARWEN 1 BELGRAVE COT DARWEN BB3 2RP300374 CROWN, ROSSENDALE BACUP ROAD ROSSENDALE BB4 7ND202963 MADISONS WINE BAR, RAWTENSTALL 2 BURNLEY ROAD NR BURNLEY BB4 8EW300372 ASHWORTH ARMS, ROSSENDALE 128 BURNLEY ROAD ROSSENDALE BB4 8HH300375 JOLLY SAILOR, ROSSENDALE BOOTH ROAD ROSSENDALE BB4 9BD300373 COMMERCIAL INN, ROSSENDALE 1085 BURNLEY ROAD EAST ROSSENDALE BB4 9PX126114 KING ST PUB CO, ACCRINGTON 32 KING STREET ACCRINGTON BB5 1QE700936 LORD CLYDE, BRADFORD 86 THORNTON ROAD BRADFORD BD 1 2DG200865 MERRY MASON, BRADFORD KINGS ROAD WEST YORKS BD 2 1DX200863 BEDFORD ARMS, BRADFORD 2 WAKEFIELD ROAD WEST YORKS BD 4 7AT200867 PARRY LANE TAVERN, BRADFORD 240 STICKER LANE WEST YORKS BD 4 8RS200559 CONISTON, IDLE LOUISA STREET BRADFORD BD10 8NE202082 SPRINGFIELD HOTEL, IDLE 179 BRADFORD ROAD BRADFORD BD10 8SN200312 BREWERY TAP, IDLE 51/51A ALBION ROAD BRADFORD BD10 9QE200313 HOGS HEAD, GREENGATES IDLE HAIGHALL ROAD BRADFORD WEST

YORKSBD10 9QE

200870 WOODLANDS HOTEL, OAKENSHAW MILLCAR HILL ROAD WEST YORKS BD12 7EZ200864 BOARS HEAD INN, CLAYTON HEIGHT HIGHHATE ROAD WEST YORKS BD13 1ES201753 JUNCTION INN, QUEENSBURY WEST SCHOLES BRADFORD BD13 1NQ200159 GEORGE III, QUEENSBURY CHAPEL STREET BRADFORD BD13 2PZ200151 BLACK HORSE, THORNTON KIPPING LANE BRADFORD WEST

YORKSBD13 3HX

200866 NEW INN, DENHOLME BRADFO KEIGHLEY ROAD WEST YORKS BD13 4JT133318 PRUNE PARK, WILSDEN PRUNE PARK LANE BRADFORD BD15 9BJ123165 BOATHOUSE, SALTAIRE VICTORIA ROAD SHIPLEY BD18 3LA201973 PUNCH BOWL, CLECKHEATON 136 WESTGATE CLECKHEATON BD19 5DR200871 WHITE BEAR, EASTBURN KEI MAIN ROAD WEST YORKS BD20 7SN201724 HARE & HOUNDS, KEIGHLEY LOTHERSDALE WEST YORKSHIRE BD20 8EL201992 RAILWAY, NR. KEIGHLEY CONNONLEY NR. KEIGHLEY BD20 8LS201864 LAMB INN, OXENHOPE DENHOLME ROAD NR. KEIGHLEY BD22 9NU200868 RAILWAY INN, SKIPTON CARLETON STREET NORTH YORKS BD23 2AJ202454 BOARS HEAD, NR SKIPTON LONG PRESTON NR SKIPTON BD23 4ND300216 CRICKETERS, BOURNEMOUTH 41 WINDHAM ROAD BOURNEMOUTH BH1 4RN

388

PunchOutletCode Outlet Name Address 1 Address 2 Postcode202823 GUILDHALL TAVERN, POOL 15 MARKET STREET DORSET BH15 1NB202550 CHEQUERS INN, LYTCHETT MATRAVE HIGH STREET DORSET BH16 6BJ202765 GLOBE INN, HERSTON 3 BELLS STREET SWANAGE BH19 2RY203193 RAILWAY TAVERN, WAREHAM NORTHPORT DORSET BH20 4AT202539 CASTLE INN, CORFE CASTLE 63 EAST STREET WAREHAM BH20 5EE203031 NEW INN, WAREHAM CHURCH KNOWLE DORSET BH20 5NQ203144 PUDDING & PYE, HIMBORNE 23 WEST STREET DORSET BH21 1JS203005 MOUNT, CORFE MULLEN 49 BLANDFORD ROAD WIMBORNE BH21 3HD300444 SALISBURY ARMS, CHRISTCHURCH 53 PUREWELL DORSET BH23 1ES203184 RAILWAY HOTEL, CHRISTCHURCH 2 STOUR ROAD BOURNEMOUTH BH23 1PS300443 ROYALTY INN, CHRISTCHURCH 60 BARGATES DORSET BH23 1QL203310 SHIP IN DISTRESS, CHRISTCHURCH 66 STANPIT HAMPSHIRE BH23 3NA872067 MANOR ARMS, BURTON SALISBURY ROAD BURTON BH23 5JG300435 OAK INN, CHRISTCHURCH 57 MARTINS HILL LANE CHRISTCHURCH BH23 7NW202706 FINN MCOULS (RED LION), RINGWO MARKET SQUARE HANTS BH24 1AN300429 LAMB INN, RINGWOOD 2 HIGHTOWN ROAD HAMPSHIRE BH24 1NW300436 OAK & YAFFLE, NEW MILTON ASHLEY COMMON ROAD HAMPSHIRE BH25 5AN200604 ROSTRON ARMS, EDENFIELD 1 MARKET PLACE RAMSBOTTOM BL 0 0JZ201555 BROOK, RAMSBOTTOM 326 BOLTON RD WEST BURY BL 0 9QY201441 GRIFFIN, BOLTON 43 GREAT MOOR STREET LANCS BL 1 1SW201870 LEVER BRIDGE INN, BOLTON 208/210 RADCLIFFE ROAD LANCASHIRE BL 2 1PF202162 VULCAN, DEANE 10 JUNCTION RD BOLTON BL 3 4LT202151 VICTORIA, FARNWORTH 42/44 MARKET ST BOLTON BL 4 7NY200612 WHITE HORSE, KEARSLEY 221 BOLTON ROAD BOLTON BL 4 8NG201906 MOSS ROSE, KEARSLEY MANCHESTER RD BOLTON BL 4 8QG200613 WOOLPACK, BURY 182 WOOD STREET LANCS BL 8 2QY200814 ROSE & CROWN, BURY MANCHESTER OLD ROAD GREATER

MANCHESTERBL 9 0TR

201458 OLD BOARS HEAD, BURY 46 HEAD BRIDGE LANCS BL 9 7HY203180 RAILWAY, RAMSBOTTOM 2 BRIDGE STREET LANCS BL0 9AQ202854 HEN & CHICKENS, BOLTON 143 DEANSGATE BOLTON BL1 1EX202465 BOWLING GREEN, BOLTON 97 ESKRICK STREET BOLTON BL1 3EN202930 LAMB HOTEL, BOLTON 274 HALLIWELL ROAD BOLTON BL1 3QD202691 FARMERS ARMS, BOLTON 86-88 CHORLEY STREET BOLTON BL1 4AL203542 VICTORIA INN, BOLTON 26 MARKLAND HILL BOLTON BL1 5AG202701 FINISHERS ARMS, BOLTON 487 CHURCH ROAD BOLTON BL1 5RE202615 CROFTERS ARMS, BOLTON 494 HALLIWELL ROAD BOLTON BL1 8BP203280 ROYAL OAK HOTEL, BOLTON 122 BRADSHAW BROW BOLTON BL2 3DD203039 ODDFELLOWS, BOLTON 140 ST HELENS ROAD BOLTON BL3 3PJ203002 MORRIS DANCER HOTEL, BOLTON SAPLING ROAD MORRIS GREEN BL3 3QL203622 WILLOWS HOTEL, BOLTON 296 WILLOWS LANE BOLTON BL3 4BT202411 BEAUMONT ARMS, LADYBRIDGE EAST ARNDALE ROAD BOLTON BL3 4XB203103 PIKE VIEW, BOLTON DERBY STREET BOLTON BL3 6LH203539 VICTORIA BRITISH QUEEN, BOLTON 124 BLACKBURN ROAD BOLTON BL3 6SA203265 ROYAL HOTEL, FARNWORTH 142 ALBERT ROAD BOLTON BL4 7DR202390 ANTELOPE, KEARSLEY 18 MANCHESTER ROAD BOLTON BL4 8NY202828 HALFWAY HOUSE, FARNWORTH 69 WORSLEY ROAD BOLTON BL4 9LU203536 VICTORIA, WESTHOUGHTON 27 MARKET STREET BOLTON BL5 3AH203583 WHEATSHEAF, WESTHOUGHTON 106 MARKET STREET BOLTON BL5 3AZ203255 HOWFFENER, WESTHOUGHTON 222 BOLTON ROAD BOLTON BL5 3EE203222 RED LION, WESTHAUGHTON 2 WIGAN ROAD BOLTON BL5 3RJ202800 GREEN BARN, BLACKROD MANCHESTER ROAD BOLTON BL6 5BL203206 RED LION, BLACKROD 101 CHURCH STREET BOLTON BL6 5EF203229 RIDGEWAY ARMS, BLACKROD STATION ROAD BLACKROD BL6 5LF202432 BLACK BULL, HORWICH 69 CHURCH STREET BOLTON BL6 6AA202503 BROWN COW, HORWICH 36 CHURCH STREET BOLTON BL6 6AD202408 BAY HORSE, HORWICH 141 LEE LANE BOLTON BL6 7AG203341 SPREAD EAGLE, BOLTON 126 HOUGH LANE BOLTON BL7 9DE201390 CORNERSTONE, BRIGHTON 2-6 ELM GROVE SUSSEX BN 2 3DD200873 HENTY ARMS, FERRING 2 FERRING ROAD WEST SUSSEX BN12 6QY

389

PunchOutletCode Outlet Name Address 1 Address 2 Postcode511406 DOLPHIN HOTEL, LITTLEHAMPTON 34 HIGH STREET LITTLEHAMPTON BN17 5ED300308 BEVENDEAN HOTEL, MOULSCOMBE 50 HILLSIDE MOULSCOMBE BN2 4TF201406 CASTLE INN, PEVENSEY BAY 72 EASTBOURNE ROAD EAST SUSSEX BN24 6HS300309 OLD POLEGATE STATION, POLEGATE STATION ROAD POLEGATE BN26 6EH897733 GARDNERS ARMS, PORTSLADE 103/05 ABINGER ROAD PORTSLADE BN41 1SD200874 VICTORIA, ST WERBURGHS BRIST 40 JAMES STREET AVON BS 2 9US203063 OLD PORTHOUSE, BRISTOL 57 PRINCE STREET BRISTOL BS1 4QH300058 QUEENS SHILLING, BRISTOL 9 FROGMORE STREET BRISTOL BS1 5NA300064 THREE TUNS, BRISTOL 78 ST GEORGES ROAD BRISTOL BS1 5UR300082 OLD CROW, HENBURY CROW LANE BRISTOL BS10 7DW300068 FULFORD HOUSE, BRISTOL FULFORD ROAD BRISTOL BS13 0AD300102 KING WILLIAM IV, WARMLEY TOWER ROAD SOUTH BRISTOL BS15 5BL300096 CROSSKEYS, BRISTOL 627 FISHPONDS ROAD BRISTOL BS16 3BA300117 SPOTTED COW, BRISTOL 120 LODGE CAUSEWAY BRISTOL BS16 3JP300100 FISHPONDS TAV, FISHPONDS 47 LEWINGTON ROAD BRISTOL BS16 4AB300111 WHITE SWAN, DOWNEND 70 NORTH STREET BRISTOL BS16 5SG300095 BRIDGE, BRISTOL BRIDGE ROAD BRISTOL BS17 3NG300057 PONY & TRAP, CHEW MAGNA NEW TOWN BRISTOL BS18 8TQ300048 GEORGE INN, BACKWELL FARLEIGH BRISTOL BS19 3PG203295 SCOTCHMAN & HIS PACK, BRISTO 20 ST MICHAELS HILL AVON BS2 8DX300045 MICAWBERS ALE HSE, BRISTOL 24 ST MICHAELS HILL BRISTOL BS2 8DX300053 MINERS ARMS, ST WERBURGHS 136 MINA ROAD BRISTOL BS2 9YQ300061 RAILWAY INN, PILL BRISTOL MONMOUTH ROAD BRISTOL BS20 0AY300047 DRUM & MONKEY, CLEVEDON KENN ROAD BRISTOL BS21 6TJ300063 ROYAL OAK, CLEVEDON 35 COPSE ROAD BRISTOL BS21 7QN300054 NELSON ARMS, CHURCHILL SKINNERS LANE NORTH SOMERSET BS25 5PW300060 RAILWAY INN, SANDFORD STATION ROAD WINSCOMBE BS25 5RA300172 GARDENERS ARMS, CHEDDAR 35 SILVER STREET CHEDDAR BS27 3LE300175 KINGS HEAD, CHEDDAR 1 SILVER STREET CHEDDAR BS27 3LE300173 GEORGE HOTEL, WEDMORE CHURCH STREET SOMERSET BS28 4AB300070 BREWERS, BANWELL CHURCH STREET WESTON SUPER

MAREBS29 6EA

201487 WHISTLING DUCK, BANWELL KNIGHTCOTT ROAD SOMERSET BS29 6HF300049 IMP, SOUTHVILLE BRISTOL 2 ALPHA ROAD BRISTOL BS3 1DH300066 WEDLOCKS, BRISTOL 1 BOWER ASHTON TERRACE BRISTOL BS3 2LE202434 BLACK CAT, BEDMINSTER 26 WEST STREET BRISTOL BS3 3LH300067 WHITE HORSE, BEDMINSTER 166 WEST STREET BRISTOL BS3 3NB300050 JOLLY COLLIERS, BEDMINSTER 57 WEST STREET BRISTOL BS3 3NU300055 NEW FOUND OUT, TOTTERDOWN 60 GREEN STREET BRISTOL BS3 4UB203104 PIONEER, KEYNSHAM 15 STATION ROAD BRISTOL BS31 2BH300078 SHIP INN, OLDBURY ON SEVERN CAMP ROAD GLOUCESTERSHIRE BS35 1PR300076 PLOUGH INN, THORNBURY 3 ST MARYS STREET BRISTOL BS35 2AD300080 WHITE HART, OLVESTON THE STREET BRISTOL BS35 4DR300073 CROSS HANDS, PILNING CROSS HANDS ROAD BRISTOL BS35 4JB300077 ROSE & CROWN, RANGEWORTHY WOTTON ROAD BRISTOL BS37 5NB300071 BELL, OLD SODBURY BADMINTON ROAD BRISTOL BS37 6LL300065 TRAVELLERS REST, PENSFORD PENSFORD HILL BRISTOL BS39 4JF202932 LAMB INN, NR BATH PAULTON SOMERSET BS39 5QQ300062 RED LION, BISHOP SUTTON SUTTON HILL ROAD BRISTOL BS39 5UT300112 WINTERFIELD INN, PAULTON SALISBURY ROAD BRISTOL BS39 7RJ300069 QUEEN ADELAIDE, BLAGDON HIGH STREET BRISTOL BS40 7RA300051 LIVE & LET LIVE, BLAGDON BATH ROAD BRISTOL BS40 7RW300056 PELICAN, CHEW MAGNA 10 SOUTH PARADE BRISTOL BS40 8SL300042 AIRPORT TAVERN, BRISTOL BRIDGEWATER ROAD BRISTOL BS40 9XA300044 MOOREND SPOUT, NAILSEA 1 UNION STREET BRISTOL BS48 4BB300052 MARKET INN, YATTON BRISTOL 1 NORTH END ROAD BRISTOL BS49 4AL203067 OLD STILLAGE, REDFIELD 147 CHURCH ROAD BRISTOL BS5 9LA300059 QUINTON HSE, BRISTOL 2 PARK PLACE BRISTOL BS8 1JW300046 CORONATION TAP, CLIFTON 8 SION PLACE BRISTOL BS8 4AX300043 BEAR HOTEL, BRISTOL 261/3 HOTWELL ROAD BRISTOL BS8 4SF

390

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201769 DUKES HEAD, CARLISLE ARMATHWAITE CUMBRIA CA 4 9PB300352 CHAPLINS, CARLISLE 4 CROSBY STREET CARLISLE CA1 1DQ202637 CUMBERLAND ARMS, CARLISLE BOTCHERGATE CUMBRIA CA1 1QS202889 JESTER’S (ZODIAC), CARLISLE 161-163 BOTCHERGATE CUMBRIA CA1 1SG202781 GOLDEN LION, CARLISLE ST NICHOLAS CUMBRIA CA1 2EE200616 WAVERLEY HOTEL, PENRITH CROWN SQUARE CUMBRIA CA10 1BL128121 BRIDGEND INN, KIRKBY THORE KIRKBY THORE NR PENRITH CA10 1UZ201766 BEE HIVE, PENRITH EAMONT BRIDGE PENRITH CA10 2BX113682 POOLEY BRIDGE, PENRITH LAKES ULSWATER PENRITH CA10 2NN201983 QUEENS HEAD, PENRITH ASKHAM CUMBRIA CA10 2PF201772 KINGS ARMS, PENRITH STAINTON PENRITH CA11 0EP201773 TRAVELLERS REST, PENRITH GLENRIDDING CUMBRIA CA11 0QQ201767 BOOT & SHOE, PENRITH GREYSTOKE PENRITH CA11 0TP300454 STATION HOTEL, PENRITH CASTLEGATE PENRITH CA11 7JB202204 WOOLPACK INN, PENRITH BURROGATE CUMBRIA CA11 7TA201771 GREY GOAT, PENRITH SANDGATE CUMBRIA CA11 7TH201768 DRUIDS ARMS, PENRITH 28 SANDGATE CUMBRIA CA11 7TJ200564 MINERS ARMS, PENRITH 27 SOUTHEND ROAD CUMBRIA CA11 8JH117776 DOVENBY SHIP, COCKERMOUTH DOVENBY COCKERMOUTH CA13 0PN300348 BLUE BELL, WORKINGTON 18 KING STREET CUMBRIA CA14 4DJ201723 HARE & HOUNDS, APPLEBY BOROUGHGATE CUMBRIA CA16 6XF127335 BLACK BULL, KIRKY STEPHEN 38 MARKET STREET CUMBRIA CA17 4QW300277 CURROCK, CARLISLE 41/43 BOUNDARY ROAD CARLISLE CA2 4HH203615 WHITE OX, CARLISLE 60 DURDAR ROAD CUMBRIA CA2 4SQ202991 MILBOURNE ARMS, CARLISLE MILBOURNE STREET CARLISLE CA2 5XB203091 PEDESTRIAN ARMS, CARLISLE NEWTOWN ROAD CUMBRIA CA2 7JB300459 STRAND, CUMBRIA 37 LOWTHER STREET CUMBRIA CA28 7JU201393 BARRAJACKS, WHITHAVEN JAMES STREET CUMBRIA CA28 7NZ203337 SPORTSMAN, CARLISLE HEADS LANE CARLISLE CA3 8AQ202626 CROWN & THISTLE, STANYX 53 CHURCH STREET STANYX CA3 9DS203228 REDFERN, ETTERBY KING MOORE ROAD CARLISLE CUMBRIA CA3 9PS203560 WATERLOO INN, CARLISLE ALGIONBY CARLISLE CA4 8AG203584 WHEATSHEAF, CARLISLE WETHERAL CARLISLE CA4 8HD202755 GEORGE, CARLISLE WARWICK BRIDGE CUMBRIA CA4 8RL202813 GREYHOUND INN, CARLISLE BURGH BY SANDS CUMBRIA CA5 6AN202482 BRIDGE END, CARLISLE DALSTON CUMBRIA CA5 7BH120859 BALMORAL HOTEL, SILLOTH CRIFFEL STREET WIGTON CA7 4AB202634 CROWN INN, WIGTON HIGH STREET CUMBRIA CA7 9NJ300463 COACH HOUSE, CARLISLE HEADS NOOK CARLISLE CA8 9AG200332 BUN SHOP, CAMBRIDGE KINGS STREET CAMBRIDGE CB 1 1LH200335 LOCOMOTIVE, CAMBRIDGE 44 MILL ROAD CAMBRIDGE CB 1 2AS200321 DEVONSHIRE ARMS, CAMBRIDGE 1 DEVONSHIRE ROAD CAMBRIDGE CB 1 2BH200336 MAN ON THE MOON, CAMBRIDGE 2 NORFOLK STREET CAMBRIDGE CB 1 2LF200325 GELDART, CAMBRIDGE 1 AINSWORTH STREET CAMBRIDGE CB 1 2PF200331 JUBILEE, CAMBRIDGE 73 CATHERINE STREET CAMBRIDGE CB 1 3AP200322 DUKE OF ARGYLE, CAMBRIDGE 90 ARGYLE STREET CAMBRIDGE CB 1 3LS200345 ROYAL STANDARD, CAMBRIDGE 292 MILL ROAD CAMBRIDGE CB 1 3NL200346 SIX BELLS, FULBOURN 9 HIGH STREET CAMBRIDGE CB 1 5DH200338 LAWYER, CAMBRIDGE 6 LENSFIELD ROAD CAMBRIDGE CB 2 1EG200339 OSBORNE ARMS, CAMBRIDGE 108 HILLS ROAD CAMBRIDGE CB 2 1LQ200350 WOOLPACK, SAWSTON 70 HIGH STREET CAMBRIDGE CB 2 4HJ200340 OLD ENGLISH GENTLEMAN, HARSTON 180 HIGH STREET CAMBRIDGE CB 2 5QD200326 GEORGE, GIRTON 71 HIGH STREET CAMBS CB 3 0QD200324 FLEUR DE LYS, CAMBRIDGE 73 HUMBERSTONE ROAD CAMBRIDGE CB 4 1JD200328 HAYMAKERS, CHESTERTON HIGH STREET CAMBRIDGE CB 4 1NX200330 JOLLY WATERMAN, CAMBRIDGE 32 CHESTERTON ROAD CAMBRIDGE CB 4 3AX200317 BLACKAMOORS HEAD, CAMBRIDGE 205 VICTORIA ROAD CAMBRIDGE CB 4 3LF200323 EXHIBITION, OVER 2 KING STREET CAMBRIDGE CB 4 5PS200329 JOLLY BREWERS, MILTON 5 FEN ROAD CAMBS CB 4 6AD200318 CHEQUERS, COTTENHAM 297 HIGH STREET CAMBRIDGE CB 4 8QP

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode200315 BOOT, HISTON 1 HIGH STREET CAMBS CB 4 9LG200343 RAILWAY VUE, HISTON 166 STATION ROAD CAMBRIDGE CB 4 9NP200337 MAYPOLE, CAMBRIDGE PARK STREET CAMBRIDGE CB 5 8AS200316 BURLEIGH ARMS, CAMBRIDGE 9/11 NEWMARKET ROAD CAMBRIDGE CB 5 8EG200314 ANCIENT SHEPHERDS, FEN DITTON 5 HIGH STREET CAMBRIDGE CB 5 8SF200333 KINGS HEAD, FEN DITTON 50 HIGH STREET CAMBS CB 5 8ST200347 SUN, WATERBEACH 7 CHAPEL STREET CAMBRIDGE CB 5 9HR200348 SLAP UP TANDOORI, WATERBEACH ELY ROAD CAMBS CB 5 9NN200179 ANCHOR, ELY 25 MAIN STREET LITTLE

DOWNHAMCAMBS CB 6 2ST

200319 CHERRY TREE, HADDENHAM 8 DUCK LANE ELY CAMBRIDGE CB 6 3UE200197 CHEQUERS, FORDHAM ELY 60 CARTER STREET CAMBS CB 7 5JT200341 PALOMINO, NEWMARKET VALLEY WAY SUFFOLK CB 8 0QQ200327 HORSESHOES, NEWMARKET MOULTON ROAD SUFFOLK CB 8 8DU200342 PRINCE OF WALES, NEWMARKET 70 ALL SAINTS ROAD SUFFOLK CB 8 8HH200344 REINDEER, NEWMARKET SAXON STREET NEWMARKET CB 8 9RS200349 THREE BLACKBIRDS, NEWMARKET DITTON GREEN WOOD DITTON SUFFOLK CB 8 9SQ200334 KINGS HEAD, DULLINGHAM 50 STATION ROAD NEWMARKET

SUFFOLKCB 8 9UJ

300312 QUEEN EDITH, CAMBRIDGE WULFSTAN WAY CAMBRIDGE CB1 4QN200878 DUKE OF YORK, SAFFRON WALDEN 96 HIGH STREET ESSEX CB10 1EA200881 ROSE & CROWN, NR SAFFRON WALDE CROWN HILL ASHDON ESSEX CB10 2HB200880 RAILWAY, SAFFRON WALDEN STATION ROAD ESSEX CB11 3HQ200876 COACH & HORSES, NEWPORT CAMBRIDGE ROAD ESSEX CB11 3TR113699 CRICKETERS ARMS, RICKLING GREE RICKLING GREEN SAFFRON WALDEN CB11 3YG200879 FIGHTING COCKS, NR SAFFRON WAL LONDON ROAD WENDENS AMBO ESSEX CB11 4JN113586 VILLAGE INN, WITCHFORD 80 MAIN STREET WITCHFORD CB6 2HQ300405 QUEENS HEAD, HAVERHILL QUEEN STREET HAVERHILL CB9 9DZ201450 LLANRUMNEY HALL, LLANRUMNEY BALL ROAD CARDIFF CF 3 4JJ300074 FARMERS ARMS, BRIDGEND WICK ROAD BRIDGEND CF32 0SE123348 LLYNFI ARMS, TONDU MAESTEG ROAD BRIDGEND CF32 9DP201413 CROWN INN, PYLE PYLE ROAD BRIDGEND CF33 6PL124491 HAWTHORN INN, HAWTHORN CARDIFF ROAD HAWTHORN CF37 5AG116143 GRIFFIN INN, RHYDYFELIN 37 DYFFRYN ROAD RHYDYFELIN CF37 5NR201440 GREENFIELD, YSTRAD WILLIAM STREET RHONDA CF41 7QR201469 RED COW, TREORCHY HIGH STREET MID GLAMORGAN CF42 6NY200887 MORNING STAR, ABERDARE 24 YNYSLLWYD STREET MID GLAMORGAN CF44 7NW114282 LLANFABON, NELSON NELSON MID GLAMORGAN CF46 6PG201428 FOUR BELLS, ST ATHANS ROCK ROAD NR BARRY CF62 4PG113582 STAR INN, WICK EWENNY ROAD COWBRIDGE CF71 7QA300085 BEAR INN, LLANTRISANT HEOL Y SARN LLANTRISANT CF72 8DA300401 NEWADDWEN INN, BARGOED BEDWELLTY ROAD BARGOED CF8 9DY888415 FOX & HOUNDS INN, HENGOED PANALLTA HENGOED CF82 7FX201412 CROSS KEYS, CEFN HENGOED GELLIGAER ROAD MID GLAMORGAN CF82 7HN201119 TRADESMANS ARMS, NEWPORT MACHEN GWENT CF83 8SB200890 LIFEBOAT INN, SANDYCROFT C 58 PHOENIX STREET CLWYD CH 5 2PE201454 HARE & HOUNDS, CONNANS QUAY 315 HIGH STREET CLWYD CH 5 4DP202623 CROSS KEYS INN, CHESTER 2 DUKE STREET CHESTER CH1 1RP202375 ALBION, CHESTER VOLUNTEER STREET CHESTER CH1 1RQ202593 COMMERCIAL, CHURCHYARD ST PETERS CHURCHYARD CHESTER CH1 2HG202954 LIVERPOOL ARMS, CHESTER 79 NORTHGATE STREET CHESTER CH1 2HQ202490 BRIDGEWATER ARMS, CHESTER CREWE STREET CHESTER CH1 3BP203171 RAILWAY, CHESTER 119 BROOK STREET CHESTER CH1 3DX203357 STANLEYS, CHESTER 37 BROOK STREET CHESTER CH1 3DZ203041 ODDFELLOWS ARMS, CHESTER 64 FRODSHAM STREET CHESTER CH1 3JL203524 UNION VAULTS, MILTON STREET 44 EGERTON STREET CHESTER CH1 3ND202509 BULL & STIRRUP, CHESTER 8 UPPER NORTHGATE STREET CHESTER CH1 4EE202663 DUKE OF WELLINGTON, INCE MARSH LANE CHESTER CH2 4NR202575 CLUB GLOBE (STEAM MILL), CHEST STEAM MILL STREET CHESTER CH3 5AN202950 LITTLE OAK, CHESTER BOUGHTON CHESTER CH3 5BH

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode203006 MOUNT INN, BOUGHTON 11 THE MOUNT CHESTER CH3 5UD202811 GREYHOUND, CHESTER HIGH STREET CHESTER CH3 6PU203353 STAMFORD BRIDGE INN, TARVIN STAMFORD BRIDGE TARVIN CH3 7HN202734 FOXCOTE INN, LITTLE BARROW STATION LANE CHESTER CH3 7JN202789 GOSHAWK, MOULDSWORTH STATION ROAD CHESTER CH3 8AJ202780 GOLDEN LION, ASHTON HAYES KELSALL ROAD BY CHESTER CH3 8BH203227 RED LION(TARVIN), TARVIN CHURCH STREET CHESTER CH3 8EB202596 COPPER KETTLE (VILLAGE TAVERN) BY PASS ROAD CHESTER CH3 8EF202409 BEAR & RAGGED STAFF, TATTENH HIGH STREET CHESTER CH3 9PX202769 GLYNNE ARMS, BRETTON CHESTER ROAD CHESTER CH4 0DH202995 MILLSTONE, PEN-Y-FFORD HARWARDEN ROAD CHESTER CH4 0JE203210 RED LION, HANDBRIDGE 37 OVERLEIGH ROAD CHESTER CH4 7HL202819 GROSVENOR ARMS, CHESTER 32 HANDBRIDGE CHESTER CH4 7JE203312 SHIP INN, CHESTER HANDBRIDGE CHESTER CH4 7JE202383 ANCHOR, SALTNEY HIGH STREET CHESTER CH4 8SE203470 SWAN INN, KINNERTON 41 MAIN ROAD CHESTER CH4 9AJ203270 ROYAL OAK, CHESTER KINNERTON LANE CHESTER CH4 9BE202624 CROWN, BIRKENHEAD 28 CONWAY ST WIRRAL CH41 6JD201590 CLEVELAND HOTEL, BIRKENHEAD CLEVELAND ST MERSEYSIDE CH41 6ND203121 POOL INN, WALLASEY POULTON BRIDGE ROAD MERSEYSIDE CH44 5SN203130 PRINCE ALFRED HOTEL, SEACOME CHURCH ROAD WALLASEY

MERSEYSIDECH44 6JB

202697 FERRY, WALLASEY 48 TOBIN STREET MERSEYSIDE CH44 8DF200598 PEGGY GADFLYS, NEW BRIGHTON 93 VICTORIA ROAD WALLASEY CH45 2JB200600 RAILWAY, NEW BRIGHTON 117-119 VICTORIA ROAD LIVERPOOL CH45 2JD202010 REDCAPS, WALLASEY 3-7 VICTORIA ROAD MERSEYSIDE CH45 2PH202488 BRIDGE INN, SANDYCROFT CHESTER ROAD DEESIDE CH5 2QN202455 BOARS HEAD, EWLOE HOLYWELL ROAD DEESIDE CH5 3BS202727 FOX & GRAPES, HAWARDEN 6 THE HIGHWAY DEESIDE CH5 3DH202619 CROSS KEYS, CONNAHS QUAY CHURCH STREET DEESIDE CH5 4AJ202993 MILL TAVERN, FLINT 84 NORTHOP ROAD CLWYD CH6 5LQ203309 SHIP HOTEL, FLINT MARKET SQUARE CLWYD CH6 5NW203634 YACHT INN, OAKENHOLT 291 CHESTER ROAD FLINT CH6 5SE300306 RAILWAY INN, WIRRAL 111 BEBINGTON ROAD WIRRAL CH62 5BG202806 GREENLAND FISHERY HOTEL, NESTO PARKGATE ROAD WIRRAL CHESHIRE CH64 9XF300370 SUTTON WAY, ELLESMERE PORT SUTTON WAY ELLESMERE PORT CH66 3JT202480 BRIDGE, MOLD KING STREET CLWYD CH7 1LF203015 NANT INN, BUCKLEY PODESWOOD ROAD CLWYD CH7 2JN203605 WHITE LION, BUCKLEY 99 MOLD ROAD CLWYD CH7 2NH203087 PARROT INN, BUCKLEY DRURY LANE CLWYD CH7 3DX203098 PICCADILLY INN, CAERWYS NORTH STREET CLWYD CH7 5AW202621 CROSS KEYS, SYCHDYN SYCHDYN ROAD MOLD CH7 5EH203194 RAINBOW INN, GWEMYMYNYDD RUTHIN ROAD MOLD CH7 5LG202463 BOOT INN, NORTHOP HIGH STREET MOLD CH7 6BQ202443 BLACK LION, MOLD NORTHOP HALL VILLAGE CLWYD CH7 6HT203252 ROSE & CROWN, MOLD NEW BRIGHTON CLYWD CH7 6QW202817 GRIFFIN INN, MYNYDD ISA MOLD ROAD MOLD CH7 6TF203079 PACKET HOUSE, GREENFIELD MOSTYN ROAD HOLYWELL CH8 7EJ202825 HALFWAY HOUSE, CARMEL ALLT-Y-GOLCH HOLYWELL CH8 8QW200891 BLACK BULL, CHELMSFORD 244 RAINSFORD ROAD ESSEX CM 1 2PW200229 HARE, ROXWELL NR CHELMSFORD BISHOPS STORTFORD ROAD ESSEX CM 1 4LU200904 KINGS ARMS, BROOMFIELD 295 MAIN ROAD CHELMSFORD ESSEX CM 1 7AU200905 SMITHS 2, CHELMSFORD 50 MOULSHAM STREET ESSEX CM 2 0HY200309 SHIP, WEST HANNINGFIELD STOCK ROAD ESSEX CM 2 8LB200910 ST ANNES CASTLE, GREAT LEIGHS MAIN ROAD ESSEX CM 3 1NE200892 BELL, DANBURY 128 MAIN ROAD MALDON ESSEX CM 3 4DT200894 BULL, BLACKMORE NR CHELMSFORD CHURCH STREET ESSEX CM 4 0RN200911 SWAN, RAYNE THE STREET NEAR BRAINTREE

ESSEXCM 7 8RQ

200351 ANGEL, BOCKING BRAINTREE 36 BRADFORD STREET ESSEX CM 7 9AT

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode200908 ROSE & CROWN, MALDON 109 HIGH STREET ESSEX CM 9 5EP200196 CHEQUERS, NR MALDON THE SQUARE GOLDHANGER ESSEX CM 9 8AS200201 COMPASSES, GREAT TOTHAM NR MAL 12 COLCHESTER ROAD ESSEX CM 9 8BZ200251 PRINCE OF WALES, GREAT TOTHAM PRINCE OF WALES ROAD ESSEX CM 9 8PX200901 HOPE INN, TOLLESBURY 16 HIGH STREET ESSEX CM 9 8SR300403 KINGS HEAD, SOUTHMINSTER HIGH STREET SOUTHMINSTER CM0 7QL200909 RISING SUN, BILLERICAY 2 SUN ST ESSEX CM12 9LN200912 SPREAD EAGLE, BRENTWOOD 88 QUEENS ROAD ESSEX CM14 4HD200898 DUKE OF WELLINGTON, EPPING 36 HIGH STREET ESSEX CM16 4AE300238 GOLDEN SWIFT, HARLOW TODD BROOK HARLOW CM19 4AY200900 GREEN MAN, ROYDON HAMLET TYLER CROSS NR HARLOW ESSEX CM19 5LJ200902 HAND & CROWN, SAWBRIDGEWORTH HIGH WYCH ROAD HERTS CM21 0AY200896 COCK, BISHOP STORTFORD 2 STANSTEAD ROAD HERTFORDSHIRE CM23 2DX200903 KINGS ARMS HOTEL, STANSTED STATION ROAD ESSEX CM24 8BE200893 FEATHERS, STANSTED 21 CAMBRIDGE ROAD ESSEX CM24 8BX200353 QUEENS HEAD, STANSTED MOUNTFIT 3 LOWER STREET ESSEX CM24 8LN128578 HEYBRIDGE, HEYBRIDGE 34 THE STREET MALDON CM9 4NB200367 LITTLE CROWN, COLCHESTER SHORT WYRE STREET ESSEX CO 1 1LN200305 BLUE BOAR, COLCHESTER KENDALL ROAD ESSEX CO 1 2BN200915 NEW INN, COLCHESTER 36 CHAPEL STREET SOUTH ESSEX CO 2 7AX200918 ROBIN HOOD, COLCHESTER 45 OSBOURNE STREET ESSEX CO 2 7DB200363 DRURY ARMS, COLCHESTER 1 LAYER ROAD ESSEX CO 2 7HN200914 ANGEL, KELVEDON ST MARYS SQUARE COLCHESTER ESSEX CO 5 9AN200919 RED LION, MARKS TEY 130 COGGESHALL ROAD NR COLCHESTER CO 6 1LT200252 QUEENS HEAD, WEST BERGHOLT QUEENS ROAD COLCHESTER CO 6 3HE200286 TREBLE TILE, WEST BERGHOLT COLCHESTER ROAD NR COLCHESTER

ESSEXCO 6 3JQ

200277 YE OLD SWAN, BRIGHTLINGSEA 15 HIGH STREET ESSEX CO 7 0AB200374 SUN, BRIGHTLINGSEA 128 NEW STREET ESSEX CO 7 0DJ200359 BLACK HORSE, STRATFORD ST MARY LOWER STREET ESSEX CO 7 6JS200920 SWAN, NR COLCHESTER STRATFORD ST MARY ESSEX CO 7 6JS200355 ANCHOR, STRATFORD ST MARY UPPER STREET COLCHESTER CO 7 6LW200366 KINGS HEAD, EAST BERGHOLT BURNT OAK COLCHESTER ESSEX CO 7 6TL200916 POINTER INN, ALRESFORD WIVENHOE ROAD NR COLCHESTER

ESSEXCO 7 8AQ

200225 GREYHOUND, WIVENHOE 62 HIGH STREET COLCHESTER CO 7 9AZ200356 BLACK BUOY, WIVENHOE BLACK BUOY HILL COLCHESTER ESSEX CO 7 9BS200303 WOODMAN, HALSTEAD COLCHESTER ROAD ESSEX CO 9 2DY200375 SARACENS HEAD, NEWTON GREEN SU SUDBURY ROAD SUFFOLK CO10 0QJ200364 FLEECE, BOXFORD BROAD STREET SUDBURY, SUFFOLK CO10 5DX200261 RED LION, MANNINGTREE SOUTH STREET ESSEX CO11 1BG200372 SKINNERS ARMS, MANNINGTREE STATION ROAD ESSEX CO11 1DX200291 WAGGON & HORSES, MISTLEY NEW ROAD MANNINGTREE ESSEX CO11 2AP200276 STRANGERS HOME, MANNINGTREE BRADFIELD ESSEX CO11 2US200365 KINGS ARMS, DOVERCOURT 178 HIGH STREET HARWICH ESSEX CO12 3AT200307 BRITISH FLAG, HARWICH WEST STREET ESSEX CO12 3DD200369 ROYAL, DOVERCOURT 387 MAIN ROAD HARWICH ESSEX CO12 4ER200362 DEVON, DOVERCOURT 1 RAMSEY ROAD HARWICH ESSEX CO12 4RJ200371 SHIP INN, KIRBY LE SOKEN FRIN WALTON ROAD ESSEX CO13 0DT200272 SHIP INN, GREAT HOLLAND MANOR ROAD CLACTON ESSEX CO13 0JT200361 CARLTON HOTEL, CLACTON ON SEA ROSEMARY ROAD ESSEX CO15 1TE200310 NEVER SAY DIE, NR CLACTON ON S 24 BROADWAY JAYWICK ESSEX CO15 2EH200199 COACH & HORSES, CLACTON-ON-SEA OLD STREET ESSEX CO15 3LT200370 SHIP INN, GREAT CLACTON 2 VALLEY ROAD ESSEX CO15 4AR200368 QUEENS HEAD, GREAT CLACTON 16 ST JOHNS ROAD ESSEX CO15 4BS200917 PLOUGH, CLACTON ON SEA 1 NORTH ROAD ESSEX CO15 4DA200240 TENDRING TAVERN, TENDRING HEAT THE GREEN ESSEX CO16 0BX200358 BELL, THORPE LE SOKEN CLACTON HIGH STREET ESSEX CO16 0DY200373 STATION HOTEL, WIVENHOE 27 STATION STREET COLCHESTER ESSEX CO7 9BS876390 BAR LATINO, CROYDON 48 PARK STREET CROYDON CR 0 1YF

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401

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode127337 HUNGRY FOX, BROADCLYST BROADCLYST EXETER EX5 3AS203281 ROYAL OAK INN, EXETER EXMINSTER DEVON EX6 8DX300028 SHIP INN, STARCROSS COCKWOOD DEVON EX6 8RA202863 HOLLY TREE, EXMOUTH WITHYCOMBE VILLAGE ROAD DEVON EX8 3AN202606 COUNTRY HOUSE INN, EXMOUTH WITHYCOMBE VILLAGE DEVON EX8 3BA203139 PRINCE OF WALES(AMAZON), EXMOU DINAN WAY DEVON EX8 4EZ202907 KING WILLIAM HOTEL, BUDLEIGH S 7 HIGH STREET DEVON EX9 6LD202242 DUNBLANE HOTEL, DUNBLANE 10 STIRLING STREET DUNBLANE FK15 9EP120865 BRIDGEND HOUSE HOTEL BRIDGEND CALLANDER FK17 8AH202248 ROB ROY, STIRLING 1 WALLACE STREET STIRLING FK8 1NP896960 LUCYS PART 2, BLACKPOOL 68 ABINGDON STREET BLACKPOOL FY 1 1NH203300 SEVEN STARS, STALMINE HALLGATE LANE BLACKPOOL FY6 0LA202912 KINGS ARMS, FLEETWOOD 105 LORD STREET FLEETWOOD FY7 6LB202715 FLEETWOOD ARMS, FLEETWOOD 188 DOCK STREET LANCASHIRE FY7 6LT113681 MANHATTAN, LYTHAM ST ANNES 314 CLIFTON DRIVE NORTH LYTHAM ST ANNES FY8 2PB200631 TOWN TAVERN, SHETTLESTON 843 SHETTLESTON ROAD GLASGOW G 32 7NR897714 GRAPES BAR, GLASGOW 218 PAISLEY ROAD WEST GLASGOW G 51 1BU200629 CARRIGANS, HIGH BLANTYRE 360 MAIN STREET HAMILTON G 72 9TD202283 WHISTLERS MOTHER, GLASGOW 112/116 BYRES ROAD GLASGOW G12 8TB202291 COACH HOUSE, KNIGHTWOOD 770 ANNIESLAND ROAD GLASGOW G14 0YU128142 MARYHILL TAVERN, GLASGOW 1850 MARYHILL ROAD GLASGOW G20 0DH202271 HALT BAR, GLASGOW 160 WOODLANDS ROAD GLASGOW G3 6LL202255 WHITELAWS, GLASGOW 57-65 TOLLCROSS ROAD GLASGOW G31 4UG202245 MARQUIS BAR, GLASGOW 1080-1082 SHETTLESTON ROAD GLASGOW G32 7PW202295 SHEILING, GLASGOW SHETTLESTON ROAD GLASGOW G32 9AS202252 WALKERS BAR, BRIDGSTON 613 LONDON ROAD GLASGOW G40 1NE202256 WHITELAWS, BRIDGSTON 621 LONDON ROAD GLASGOW G40 1NE202251 TREBLE TWO, BRIDGSTON 222-224 ABERCROMBIE STREET GLASGOW G40 2BZ202286 ALBERT BAR, GLASGOW 331 LANGSIDE ROAD GLASGOW G42 8XT202292 COACH HOUSE, GLASGOW 3 BEMERSYDE AVENUE GLASGOW G43 1EN202240 CUILLINS BAR, THORNLIEBANK 51 KYLEAKIN ROAD GLASGOW G46 8DE202297 OLD GOVAN ARMS, GLASGOW 907 GOVAN ROAD GLASGOW G51 3DN202279 VIVO, MILNGAVIE STEWART STREET MILNGAVIE G62 6BW128140 WHEATSHEAF, TORRANCE 77 MAIN STREET TORRANCE G64 4EN202299 RED COMYN, CUMBERNAULD KILDRUM CUMBERNAULD G67 1LZ202300 JUMPING JAX, CARBRAIN KILBOWIE ROAD CUMBERNAULD G67 2PX121586 MALTINGS, CUMBERNAULD LARCH ROAD GLASGOW G67 3AZ202249 BRIG TAVERN, BALLIESTON 31-33 EASTERHOUSE ROAD GLASGOW G69 6BH122237 ROWANTREE, UDDINGSTON 60 OLD MILL ROAD UDDINGSTON G71 7PF202281 SUN INN, CAMBUSLANG 283 HAMILTON ROAD CAMBUSLANG G72 7PG125944 OLD ORIGINAL, BLANTYRE 285 GLASGOW ROAD BLANTYRE G72 9HU202280 SHENANIGANS, EAST KILBRIDE OLYMPIA CENTRE EAST KILBRIDE G74 1LZ202276 PLUSH EK, EAST KILBRIDE OLYMPIA CENTRE EAST KILBRIDE G74 ILZ202290 BURGH BAR, DUNBARTON 117 HIGH STREET DUNBARTON G82 1NS201837 NEW VICTORY INN, TREDWORTH 103 HIGH STREET GLOS. GL 1 4SY201852 WHITE LION, DURSLEY CAMBRIDGE GLOS. GL 2 7BD201841 PRINCE ALBERT, STROUD RODBOROUGH GLOS GL 5 3SS201826 FLEECE INN, LIGHTPILL 106 BATH ROAD STROUD GLOS. GL 5 3TJ201851 DB’S, CAINSCROSS STROUD CASHES GREEN ROAD GLOS GL 5 4JG201839 OLD FLEECE INN, ROOKSMOOR WOO BATH ROAD STROUD GLOS GL 5 5NB201821 CARPENTERS ARMS, STROUD WESTRIP GLOS. GL 6 6EY201816 BEAR INN, BISLEY STROUD GEORGE STREET GLOS GL 6 7BD201833 LAMB INN, STROUD EASTCOMBE GLOS. GL 6 7DN201834 MARLBOROUGH ARMS, CIRENCESTER SHEEP STREET GLOS. GL 7 1QW201827 FOX & HOUNDS INN, BADMINTON ACTON TURNVILLE AVON GL 9 1HW202524 BUTLERS, GLOUCESTER 99 EASTGATE STREET GLOUCESTER GL1 1PY202627 BAR ZEST, GLOUCESTER 103 EASTGATE STREET GLOUCESTER GL1 1PY128132 PLOUGH, TREDWORTH 9 UPTON STREET TREDWORTH GL1 4JT201818 BREWERS ARMS, STONEHOUSE 27A GLOUCESTER ROAD GLOS. GL10 2NZ300428 KINGS HEAD, STONEHOUSE EASTINGTON STONEHOUSE GL10 3AA

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode201850 WHITE HART, LEONARD STANLEY THE STREET STONEHOUSE GLOS. GL10 3NR300418 BERKELEY ARMS, DURSLEY 19 HIGH STREET DURSLEY GL11 5LA300439 RAILWAY, DURSLEY STATION ROAD DURSLEY GL11 5NS201853 WHITE LION INN, WOTTON UNDER E LONG STREET GLOS. GL12 7BD201843 RAILWAY TAVERN, CHARFIELD WOO WOOTON ROAD GLOS GL12 8SR201835 NAGS HEAD INN, LYNDEY YORKLEY GLOS. GL15 4RX201845 SEVERN VIEW INN, LYDNEY LYNWOOD ROAD GLOS. GL15 5SG201824 CROWN INN, COLEFORD PARKEND ROAD GLOS. GL16 7HX201846 SWAN INN, DRYBROOK BRIERLEY GLOS. GL17 9DQ201817 BLACK DOG, NEWENT 47 CHURCH STREET GLOS. GL18 1AA201832 KINGS ARMS, NEWENT ROSS ROAD GLOS. GL18 1BD200982 ROYAL EXCHANGE, GLOUCESTER HARTPURY GLOS GL19 3BW201844 ROSE & CROWN, REDMARLEY PLAYLEY GREEN GLOUCESTERSHIRE GL19 3NB901625 JET & WHITTLE, LOWER TUFFLEY SHAKESPEARE AVENUE LOWER TUFFLEY GL2 5AH300399 OLD FORGE INN, WHITMINSTER BRISTOL ROAD GLOUCESTER GL2 7NY201838 NOTTINGHAM ARMS, TEWKESBURY 130 HIGH STREET GLOS. GL20 5JU201848 VILLAGE INN, TEWKESBURY TWYNING GLOS. GL20 6DF201825 CROWN INN, KEMERTON HIGH STREET TEWKESBURY GLOS. GL20 7HP300422 FOUNTAIN INN, STROUD 89 SLAD ROAD STROUD GL5 1QZ300441 ROSE INN, STROUD PAGANHILL LANE STROUD GL5 4AW127449 ROYAL OAK, WOODCHESTER CHURCH ROAD WOODCHESTER GL5 5NB200983 ROYAL UNION INN, CHELTENHAM 37 HATHERLEY STREET GLOS GL50 2TT200984 BATH HOUSE, CHELTENHAM 89 NEW STREET GLOS GL50 3NF300322 HAYMAKER, CHELTENHAM WINDYRIDGE ROAD CHELTENHAM GL50 4RA300123 HORSE & JOCKEY, CHELTENHAM TOWNSEND STREET CHELTENHAM GL51 9HA113701 BEST MATE INN, CHELTENHAM 258 SWINDON ROAD CHELTENHAM GL51 9HY201840 PLOUGH INN, PRESTBURY MILL STREET CHELTENHAM GLOS. GL52 3BG202418 BELL INN, CHELTENHAM 70 BATH ROAD GLOUCESTERSHIRE GL53 7JT300122 RED LION, NORTHLEACH MARKET PLACE CHELTENHAM GL54 3EJ300168 PLAISTERERS, WINCHCOMBE ABBEY TERRACE WINCHCOMBE GL54 5LL201819 BUTCHERS ARMS, CHIPPING CAMDEN MICKLETON GLOUCESTERSHIRE GL55 6SD300124 ROYAL OAK, CIRENCESTER 102 GLOUCESTER STREET CIRENCESTER GL7 2DR300149 ROYAL OAK, SOUTH CERNEY HIGH STREET CIRENCESTER GL7 5UP200991 ROBIN HOOD, GUILDFORD SYDENHAM ROAD SURREY GU 1 3RH200992 RED LION, SHAMLEY GREEN THE GREEN GUILDFORD SURREY GU 5 0UB200988 LITTLE PARK HATCH, CRANLEIGH BOOKHURST ROAD SURREY GU 6 7DN200986 BULLS HEAD, EWHURST THE STREET SURREY GU 6 7QD200993 RICHMOND ARMS, GODALMING 149 HIGH ST SURREY GU 7 1AF300210 JOLLY FARMER, FARNHAM GUILDFORD ROAD FARNHAM GU10 1PG300208 PEGASUS, ALDERSHOT 51 HIGH STREET ALDERSHOT GU11 1BH300211 LORD CAMPBELL, ALDERSHOT 40 ALEXANDRA ROAD ALDERSHOT GU11 1QP300194 CRIMEA, ALDERSHOT CRIMEA ROAD ALDERSHOT GU11 1UE200994 RAILWAY TAVERN, ALDERSHOT 114 GROSVENOR ROAD HANTS GU11 3EJ300295 PRINCE OF WALES, ALDERSHOT 150 ASH ROAD ALDERSHOT GU12 4ES300186 ALEXANDRA, FARNBOROUGH 74 VICTORIA ROAD FARNBOROUGH GU14 7PH200987 HASLEMERE HOTEL, HASLEMERE LOWER STREET SURREY GU27 2PD300207 WHISTLE STOP, LISS STATION ROAD HANTS GU30 7DW200989 OLD DRUM, PETERSFIELD CHAPEL STREET HAMPSHIRE GU32 3DP300195 CROSSING GATE, LISS 61 STATION ROAD HANTS GU33 7AA202399 BAKERS ARMS, ALTON 32 HIGH STREET HANTS GU34 1BD300206 WHEATSHEAF, ALTON MARKET SQUARE HANTS GU34 1HD300197 DUKES HEAD, ALTON BUTTS ROAD HANTS GU34 1LH300200 FRENCH HORN, ALTON THE BUTTS HAMPSHIRE GU34 1RT300204 QUEENS HOTEL, SELBORNE HIGH STREET HANTS GU34 3JJ300192 CEDARS, BINSTEAD ALTON THE STREET HANTS GU34 4PB300191 CASTLE OF COMFORT, MEDSTEAD CASTLE STREET HANTS GU34 5LU300213 ROYAL EXCHANGE, BORDON LIPHOOK ROAD BORDON GU35 0QA300202 HOLLY BUSH, HEADLEY BORDON THE HIGH STREET BORDON GU35 8PP300193 CRICKETERS, KINGSLEY KINGSLEY HAMPSHIRE GU35 9ND300187 ANCHOR, YATELEY CAMBERLEY VIGO LANE HAMPSHIRE GU46 6EP

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode300205 ROSE & CROWN, SANDHURST HIGH STREET BERKSHIRE GU47 8HA511685 HARE, HARROW WEALDSTONE BROOKSHILL HARROW

WEALDSTONEHA 3 6SD

201950 PEACOCK, HUDDERSFIELD 392 LEEDS ROAD HUDDERSFIELD HD 2 1XL200611 DB’S, HUDDERSFIELD 761 LEEDS ROAD HUDDERSFIELD HD 2 1YZ201581 CAVALRY ARMS, BIRCHENCLIFFE 81 HALIFAX ROAD HUDDERSFIELD HD 3 3BR201924 NONT SARAH’S HOTEL, HUDDERSFIE SCAMMONDEN HUDDERSFIELD HD 3 3FT202167 WAPPY SPRINGS, HUDDERSFIELD LINDLEY MOOR ROAD HUDDERSFIELD HD 3 3TD200605 ROYAL HOTEL, MILNSBRIDGE 49 SCAR LANE HUDDERSFIELD HD 3 4HQ201539 BLUE BELL, TAYLOR HILL 14 CLOSE HILL LANE HUDDERSFIELD HD 4 6LE200995 BEAUMONT ARMS, NETHERTON MELTHAM ROAD WEST YORKS HD 4 7EL200996 STAR, RASTRICK BRIGHOUSE BRIDGE END BRIGHOUSE HD 6 3DN201687 GLOBE INN, BRIGHOUSE RASTRICK COMMON WEST YORKSHIRE HD 6 3EL200997 SHAKESPEARE, MARSDEN HU PEEL STREET WEST YORKS HD 7 6BR203314 SHOULDER OF MUTTON, LOCKWOOD 11 NEALE ROAD WEST YORKSHIRE HD1 3TN300412 RAILWAY INN, HUDDERSFIELD 272 BRADFORD ROAD HUDDERSFIELD HD1 6LJ113683 HIGHGATE, HUDDERSFIELD 264 NEW HEY ROAD HUDDERSFIELD HD3 4BU300402 DUSTY MILLER, HUDDERSFIELD 2 GILEAD ROAD HUDDERSFIELD HD3 4XH202775 GOLDEN COCK, TYAS 2 THE VILLAGE FARNLEY HUDDERSFIELD HD4 6UD201301 RAILWAY, HONLEY 1 HUDDERSFIELD ROAD HUDDERSFIELD HD9 6PE200165 LITTLE WONDER, HARROGATE NEW PARK NORTH YORKSHIRE HG 1 2BY200173 STAR & GARTER, HARROGATE KIRBY OVERBLOW NORTH YORKSHIRE HG 3 1HD200175 THREE HORSE SHOES, KILLINGHALL RIPON ROAD NORTH YORKSHIRE HG 3 2DH201524 BLACK BULL, KETTLESING HEAD SKIPTON ROAD NORTH YORKSHIRE HG 3 2LP200558 STONE BECK, HARROGATE JENNYFIELD DRIVE NORTH YORKSHIRE HG 3 2XG202039 ROYAL OAK, NORTH YORKSHIRE BURTON LEONARD NORTH YORKSHIRE HG 3 3SJ202058 SHIP, RIPON 84 BONDGATE NORTH YORKSHIRE HG 4 1QE202169 WATER RAT, RIPON BONDGATE GREEN RIPON HG 4 1QU117386 REGENCY, HARROGATE EAST PARADE HARROGATE HG1 5LP200998 ANCHOR, BOURNE END HEMEL H LONDON ROAD HERTS HP 1 2RH201001 BULL, BERKHAMSTED 10 HIGH STREET HERTS HP 4 2BS201037 RISING SUN, GEORGE ST CANAL SIDE BERKHAMSTED HP 4 2EG201008 CRYSTAL PALACE, BERKHAMSTED STATION ROAD HERTS HP 4 2EZ201022 JOLLY SPORTSMAN, CHESHAM 2 ESKDALE AVENUE BUCKS HP 5 3AX201024 NASH ARMS, CHESHAM 1 VALE ROAD BUCKS HP 5 3HH201014 FOX & HOUNDS, CHALFONT ST GILE SILVER HILL BUCKS HP 8 4PS201009 CROWN, CHALFONT-ST-GILES HIGH STREET BUCKS HP 8 4QA201030 RED LION, BEACONSFIELD KNOTTY GREEN BUCKS HP 9 2TN201019 HALFWAY HOUSE, HIGH WYCOMBE 706 LONDON RD BUCKS HP11 1HE202707 FINN M’COULS (WHITE LION), HIG CRENDON STREET BUCKS HP13 6LS201015 FOUR HORSESHOES, STOKENCHURCH OXFORD ROAD BUCKS HP14 3SX201041 THREE HORSE SHOES, HAZLEMERE 329 AMERSHAM ROAD HAZLEMERE HP15 7PX202753 GEORGE, GREAT MISSENDEN 94 HIGH ST BUCKS HP16 0BG202739 FULL MOON, LITTLE KINGSHILL HARE LANE GT MISSENDEN HP16 0EE201017 GREEN MAN, PRESTWOOD GT.M HIGH STREET BUCKS. HP16 9EB201039 TRAVELLERS REST, PRESTWOOD HIGH STREET BUCKS. HP16 9EN201031 RUSSEL ARMS, AYLESBURY CHALKSHIRE ELLESBOROUGH BUCKS. HP17 0TS201033 ROSE & CROWN, STONE NR AYLESB 2 OXFORD ROAD BUCKS HP17 8PB201034 RISING SUN, ICKFORD 36 WORMINGHALL ROAD BUCKS HP18 9JD201010 CHANDOS, OAKLEY 8 THE TURNPIKE BUCKS. HP18 9QB203161 QUEENS HEAD, AYLESBURY TEMPLE SQUARE BUCKS HP20 2QA114109 SKINNY DOG, SOUTHCORT ESTATE CHURCHILL AVENUE SOUTHCOURT ESTATE HP21 8LZ201036 ROTHSCHILD ARMS, ASTON CLINTON 82 WESTON ROAD BUCKS. HP22 5EJ201011 CHANDOS ARMS, WESTON TURVILLE 1 MAIN ST AYLESBURY BUCKS HP22 5RR201021 HALF MOON, WILSTONE NR.T 60 TRING ROAD HERTS. HP23 4PD202791 GRAND JUNCTION, TRING BULBOURNE HERTS HP23 5QE201012 CASTLE INN, TRING PARK RD HERTS HP23 6BN203163 QUEENS HEAD, HEMEL HEMPSTEAD 34 LAWN LANE HERTS HP3 9HL203109 PLOUGH, BIRKSHAMSTEAD POTTEN END HERTS HP4 2QS202586 COCK TAVERN, CHESHAM 96 THE BROADWAY BUCKS HP5 1EG

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode202776 GOLDEN EAGLE, CHESHAM ASHLEY GREEN BUCKS HP5 3PF300246 RED LION, AMERSHAM VILLAGE ROAD AMERSHAM HP7 0LH203343 SQUIRREL, NR AMERSHAM PENN STREET VILLAGE BUCKS HP7 0PX201046 KINGS ARMS, BROMYARD 45 HIGH STREET HEREFORDSHIRE HR 7 4EE203151 QUEENS ARMS, BROMYARD 30 HIGH STREET BROMYARD HR7 4AE202046 SAILMAKERS ARMS, HIGH STREET CHANDLERS COURT HULL HU 1 1NQ200117 CHARTERHOUSE, HULL SYKES STREET HULL HU 2 8AZ201534 BLACKSMITHS ARMS, HULL NAYLORS ROW N. HUMBERSIDE HU 9 1DP710094 ROYAL HOTEL, HULL. NEWBRIDGE ROAD HULL. HU 9 2RG128729 KING WILLIAM, HULL 41 MARKET PLACE HULL HU1 1RS128728 BURLINGTON, HULL MANOR STREET HULL HU1 1YP202909 KINGS ALE HOUSE KINGS STREET HUMBERSIDE HU1 2JJ200140 TRAVELLERS REST, LONG RISTON MAIN STREET YORKS HU11 5JF200130 ROOS ARMS, NORTH HUMBERSIDE ROOS NORTH HUMBERSIDE HU12 0HB201048 WHITE HORSE, EASINGTON HU SOUTH CHURCH SIDE NORTH HUMBERSIDE HU12 0TR202054 SHAKESPEARE INN, HEDON BAXTERGATE NR. HULL HU12 8JN300330 NAGS HEAD, HULL MAIN STREET HULL HU12 9EB200166 KINGS ARMS, NEWPORT 87 MAIN ROAD BROUGH HU15 2QS200137 LINCOLN ARMS, (OFF VICTORIA RO LINCOLN WAY BEVERLEY N

HUMBERSIDEHU17 0AJ

202042 ROYAL STANDARD HOTEL, BEVERLEY NORTH BAR NORTH HUMBERSIDE HU17 8DL202124 TIGER INN, BEVERLEY LAIRGATE NORTH HUMBERSIDE HU17 8JG201300 COMMERCIAL, WITHERNSEA 130 QUEEN STREET EAST YORKSHIRE HU19 2HB128730 THREE CROWNS, HULL 499 ANLABY ROAD HULL HU3 6DT128725 BOSUN, HULL 833 HESSLE ROAD HULL HU4 6QF128727 PLIMSOLL SHIP, HULL 103 WITHAM HULL HU9 1AT201049 BIG SIX, HALIFAX SPRING EDGE WEST YORKS HX 1 3BB201691 GOLDEN FLEECE, BRADSHAW 1 BRADSHAW LANE HALIFAX HX 2 9UZ201606 COUNTRY HOUSE, HIPPERHOLME HALIFAX ROAD HALIFAX HX 3 8HQ201050 PRESSERS ARMS, ELLAND SOUTH LANE HALIFAX HX 5 0HG201587 CHURCH STYLE INN, HALIFAX SOWERBY BRIDGE HALIFAX HX 6 1JZ200593 LOCK KEEPERS, SOWERBY BRIDGE 31 WHARF STREET WEST YORKSHIRE HX 6 2LA201975 PUZZLE HALL INN, SOWERBY BRIDG HOLLINS MILL LANE HALIFAX HX 6 2RF201644 DUSTY MILLER, MYTHOLMROYD BURNLEY ROAD HALIFAX HX 7 5LH201053 WHITE LION, MYTHOLMROYD HEB BURNLEY ROAD WEST YORKS HX 7 5LN201730 HOLE IN THE WALL, HEBDEN BRIDG HANGING ROYD LANE HALIFAX HX 7 7DD201991 RAILWAY, HEBDEN BRIDGE 12 NEW ROAD WEST YORKSHIRE HX 7 8AD300383 STANDARD OF FREEDOM, HALIFAX 2 NEW LANE HALIFAX HX3 0TE203340 SPORTSMAN’S, GREETLAND ROCHDALE ROAD HALIFAX HX4 8PL201693 GOLDEN FLEECE, ELLAND LINDLEY ROAD ELLAND HX5 0TE300377 TURKS HEAD, HALIFAX 20 BACK WHARFE STREET SOWERBY BRIDGE HX6 2AD201052 WAITERS ARMS, SOWERBY BRIDGE 61 TUEL LANE WEST YORKS HX6 2EW200459 THREE JOLLY SAILORS, IPSWICH 110-112 HANDFORD ROAD SUFFOLK IP 1 2BH200417 HARE & HOUNDS, IPSWICH 30 NORWICH ROAD SUFFOLK IP 1 2NJ200447 ROSE & CROWN, IPSWICH 77 NORWICH ROAD SUFFOLK IP 1 2PR200416 P J MCGINTY & SONS, IPSWICH 15 NORTHGATE STREET SUFFOLK IP 1 3BY200442 RED LION, IPSWICH 284 BRAMFORD ROAD SUFFOLK IP 1 4AY200405 EMPEROR, IPSWICH 295 NORWICH ROAD SUFFOLK IP 1 4BP200420 INKERMAN, IPSWICH 197 NORWICH ROAD SUFFOLK IP 1 4BX200433 MAYPOLE, IPSWICH OLD NORWICH ROAD IPSWICH IP 1 6LE200429 MARGARET CATCHPOLE, IPSWICH CLIFF LANE SUFFOLK IP 3 0PQ200438 RACECOURSE HOTEL, IPSWICH NACTON ROAD SUFFOLK IP 3 9NA200414 GOLDEN HIND, IPSWICH 470 NACTON RD SUFFOLK IP 3 9NF200448 SALUTATION INN, IPSWICH 67 CARR STREET SUFFOLK IP 4 1HB200431 MILESTONE BEER HOUSE, IPSWICH 5 WOODBRIDGE ROAD SUFFOLK IP 4 2EA200461 WATER LILY, IPSWICH 100 ST HELENS STREET SUFFOLK IP 4 2LB200419 HORSE & GROOM, IPSWICH 104 WOODBRIDGE ROAD SUFFOLK IP 4 2NL200469 WOOLPACK, IPSWICH 1 TUDDENHAM ROAD SUFFOLK IP 4 2SH200385 BRICKMAKERS ARMS, IPSWICH 315 SPRING ROAD IPSWICH IP 4 5ND200381 BELL, KESGRAVE NR IPSWICH MAIN ROAD SUFFOLK IP 5 1AA

406

PunchOutletCode Outlet Name Address 1 Address 2 Postcode200409 FALCON, RUSHMERE 165 PLAYFORD ROAD IPSWICH IP 5 1DD200412 GREYHOUND, CLAYDON 2 IPSWICH ROAD IPSWICH SUFFOLK IP 6 0AR200393 CHEQUERS, GT BLAKENHAM 19 STOWMARKET ROAD IPSWICH IP 6 0LP200453 SORREL HORSE, BARHAM IPSWICH NORWICH ROAD SUFFOLK IP 6 0PG200440 RAMPANT HORSE, NEEDHAM MARKET CODDENHAM ROAD SUFFOLK IP 6 8AU200424 LION, NEEDHAM MARKET 44 IPSWICH ROAD SUFFOLK IP 6 8EJ200421 KINGS HEAD, HADLEIGH 90 HIGH STREET SUFFOLK IP 7 5EF200462 WHITE HART, HADLEIGH 46 BRIDGE STREET SUFFOLK IP 7 6DB200387 BROOK INN, IPSWICH WASHBROOK SUFFOLK IP 8 3LR200415 GEORGE, HINTLESHAM GEORGE STREET IPSWICH IP 8 3NH200396 COCK, BRAMFORD IPSWICH 1 THE STREET SUFFOLK IP 8 4DT200379 ANGEL, BRAMFORD THE STREET IPSWICH IP 8 4DX200384 BOOT, IPSWICH FRESTON IPSWICH IP 9 1AB200389 BUTT & OYSTER, IPSWICH CHELMONDISTON IPSWICH IP 9 1JW200444 ROSE INN, SHOTLEY THE STREET IPSWICH SUFFOLK IP 9 1NL200386 BRISTOL ARMS, SHOTLEY BRISTOL HILL IPSWICH SUFFOLK IP 9 1PU200390 CASE IS ALTERED, BENTLEY CAPEL ROAD SUFFOLK IP 9 2DW200467 WHITE HORSE, CAPEL ST MARY LONDON ROAD IPSWICH SUFFOLK IP 9 2JR200455 SWAN, HOLBROOK THE STREET IPSWICH SUFFOLK IP 9 2PZ200397 COMPASSES, HOLBROOK IPSWICH ROAD IPSWICH SUFFOLK IP 9 2QR200449 SHANNON, BUCKLESHAM IPSWICH MAIN ROAD SUFFOLK IP10 0DR200450 SHIP INN, LEVINGTON IPSWICH CHURCH LANE SUFFOLK IP10 0LQ200422 HAND IN HAND, TRIMLEY TRIMLEY ST MARTIN SUFFOLK IP11 0RL200403 DOOLEY, WALTON FERRY LANE FELIXSTOWE IP11 3QX200407 FLUDYER ARMS, FELIXSTOWE UNDERCLIFFE ROAD EAST SUFFOLK IP11 7LU201054 FALCON INN, WALTON 272 HIGH STREET NEAR FELIXSTOWE IP11 9DS200406 FEATHERS, FELIXSTOWE WALTON FELIXSTOWE IP11 9DT200465 WHITE HORSE, FELIXSTOWE 33 CHURCH ROAD SUFFOLK IP11 9NF200443 RED LION, WOODBRIDGE 90 THOROFARE SUFFOLK IP12 1AL200554 OLD MARINER, WOODBRIDGE 26 NEW STREET SUFFOLK IP12 1DX200418 HORSE & GROOM, MELTON WOODBRI YARMOUTH ROAD SUFFOLK IP12 1QB200394 CHERRY TREE, BROMESWELL ORFORD ROAD SUFFOLK IP12 2PU119257 THOMAS SECKFORD, WOODBRIDGE 76 SECKFORD STREET WOODBRIDGE IP12 4LZ200380 ANGEL, WOODBRIDGE THEATRE STREET SUFFOLK IP12 4NE200408 FOX, NEWBOURNE THE STREET WOODBRIDGE

SUFFOLKIP12 4NY

200430 MAYBUSH, WALDRINGFIELD CLIFF ROAD WOODBRIDGESUFFOLK

IP12 4QL

200464 WHITE HORSE, EASTON THE STREET WOODBRIDGESUFFOLK

IP13 0ED

200411 GEORGE, WICKHAM MARKET 95 HIGH STREET SUFFOLK IP13 0RA200402 CROWN & ANCHOR, FRAMLINGHAM 4 CHURCH STREET WOODBRIDGE

SUFFOLKIP13 9BQ

200195 CASTLE, FRAMLINGHAM NR WOODB CHURCH STREET SUFFOLK IP13 9BT200437 CAPONES, STOWMARKET STATION ROAD SUFFOLK IP14 1EF200436 PICKEREL, STOWMARKET STOWUPLAND STREET SUFFOLK IP14 1EQ200428 MAGPIE, STOWMARKET COMBSFORD SUFFOLK IP14 2AP200192 BULL, BACTON CHURCH ROAD STOWMARKET IP14 2NG200401 CROWN, STOWUPLAND CHURCH ROAD STOWMARKET

SUFFOLKIP14 4BQ

200452 SHOULDER OF MUTTON, OLD NEWTON STOWMARKET ROAD SUFFOLK IP14 4EF200466 WHITE HORSE, FINNINGHAM STATION ROAD STOWMARKET IP14 4TL200427 MAGPIE, STONHAM NORWICH ROAD SUFFOLK IP14 5JY200457 TEN BELLS, STONHAM ASPEL THE STREET SUFFOLK IP14 6AF200395 CHERRY TREE, STOWMARKET DEBENHAM SUFFOLK IP14 6QT200400 CROWN, LEISTON KING GEORGES AVENUE SUFFOLK IP16 4JX200463 WHITE HART, SAXMUNDHAM 18 HIGH STREET SUFFOLK IP17 1DD200228 GRIFFIN, SAXMUNDHAM YOXFORD SAXMUNDHAM IP17 3EP200213 FALCON, PULHAM MARKET THE GREEN NORFOLK IP21 4SY200290 VINE INN, DISS HOPTON NORFOLK IP22 2QX

407

PunchOutletCode Outlet Name Address 1 Address 2 Postcode200284 CROWN, DISS 15 ST NICHOLAS STREET NORFOLK IP22 4EB200256 RAILWAY, THETFORD STATION ROAD NORFOLK IP24 1AH200445 RED LION, HOCKWOLD 114 MAIN STREET THETFORD IP26 4NB200446 RAM INN, BRANDON BRIDGE STREET SUFFOLK IP27 0AX200470 WHITE HART, MILDENHALL 21 HIGH ST MILDENHALL SUFFOLK IP28 7EA906076 BELL HOTEL, MILDENHALL 25 HIGH STREET MILDENHALL IP28 7EA200388 BULL, WOOLPIT THE STREET BURY ST EDMUNDS

SUFFOLKIP30 9SA

200264 ROSE & CROWN, BURY ST EDMUND STANTON SUFFOLK IP31 2BZ200460 KAROOZE CAFE BAR, BURY ST EDMU ST ANDREWS STREET BURY ST EDMUNDS IP33 1DY121062 FERRYBOAT, ULLAPOOL SHORE STREET ULLAPOOL IV26 2UJ128134 LOSSIE INN, LOSSIEMOUTH 18 CLIFTON ROAD LOSSIEMOUTH IV31 6DJ116139 CLIFTON HOTEL, LOSSIEMOUTH 5 CLIFTON ROAD LOSSIEMOUTH IV31 6DJ117018 PORTREE HOTEL, PORTREE SOMERLED SQUARE ISLE OF SKYE IV51 9EH117021 ISLES HOTEL, PORTREE SOMERLED SQUARE ISLE OF SKYE IV51 9EH202296 THE TERRACE, KILMARNOCK 16-18 TITCHFIELD STREET KILMARNOCK KA1 1QW202267 CAVERN, RIVERGATE CENTRE UNIT 10 IRVINE KA12 8EH202274 KEYS, IRVINE 142 HARBOUR STREET IRVINE KA12 8PZ202285 STAG & HOUND, KILWINNING 1 HOWGATE KILWINNING KA13 6EN202284 WINDY HA, SALTCOATS 31 BRADSHAW STREET SALTCOATS KA21 5HQ202282 TOBY’S BAR, LARGS 68 GAOLLOWAY STREET LARGS KA30 8LZ202287 BURNBANK HOTEL, ALLOWAY 49 MAYBOLE STREET AYR KA7 4SF201305 FIGHTING COCKS, KINGSTON UPON 56 LONDON ROAD SURREY KT 2 6QA300162 WAGGON & HORSES, ADDLESTONE 43 SIMPLEMARSH ROAD SURREY KT15 1QH201304 CASTLE, CHERTSEY 1 FORDWATER ROAD SURREY KT16 8HN896459 RISING SUN, EPSOM 14 HEATHCOTE ROAD EPSOM KT18 5DX588376 PHOENIX, KINGDOM CENTRE 1 CARRICK GATE KINGDOM CENTRE KY 7 5NT122947 EAST NEUK HOTEL, CRAIL 67 HIGH STREET NORTH ANSTRUTHER KY10 2PL201575 CASTLE, LIVERPOOL 260 VAUXHALL ROAD LIVERPOOL L 5 8TZ202200 WILLOWBANK, ANFIELD 1 TOWNSEND LANE LIVERPOOL L 6 0AX200584 FAIRFIELD ARMS, LIVERPOOL 130 PRESCOT ROAD LIVERPOOL L 7 0JB201979 QUEEN INN, ORMSKIRK 81 AUGHTON STREET LANCASHIRE L 39 3BN896404 WINDERMERE, LIVERPOOL 259 BRECK ROAD LIVERPOOL L 5 6PU202763 GLOBE, LIVERPOOL 17 CASES STREET LIVERPOOL L1 1HW202795 GRAPES, LIVERPOOL 60 ROSCOE STREET LIVERPOOL L1 9BW203273 ROYAL OAK, LIVERPOOL MUIRHEAD AVENUE LIVERPOOL L11 1EP202812 GREYHOUND, LIVERPOOL 343 EAST PRESCOT ROAD LIVERPOOL L14 2DD202959 LORD NELSON, LIVERPOOL 146 EAST PRESCOT ROAD LIVERPOOL L14 5ND203579 WHEATSHEAF, LIVERPOOL 186 EAST PRESCOT ROAD LIVERPOOL L14 5NG203289 SALISBURY HOTEL, LIVERPOOL 31/33 LAWRENCE ROAD LIVERPOOL L15 0EE203131 PRINCE ALFRED VAULTS, WAVERTRE 77 HIGH STREET LIVERPOOL L15 8HF203082 PALATINE HOTEL, GARSTON 1 ISLAND ROAD LIVERPOOL L19 1RL202752 GEORGE, GARSTON 28 ST MARYS ROAD LIVERPOOL L19 2JD202642 DEALERS ARMS, GARSTON 79-81 ST MARYS ROAD LIVERPOOL L19 2NL203177 RAILWAY, LIVERPOOL 18 TITHEBARN STREET LIVERPOOL L2 2DT202683 EXCELSIOR, LIVERPOOL 121-123 DALE STREET LIVERPOOL L2 2JH202595 COOKSON’S BRIDGE, LITHERLAND GORSEY LANE LITHERLAND L21 0EJ202974 MARINE, WATERLOO 3/5 SOUTH ROAD LIVERPOOL L22 5PE203549 VOLUNTEER CANTEEN, WATERLOO 45 EAST STREET LIVERPOOL L22 8QR202484 BRIDGE INN, GATEACRE CHILDWALL VALLEY RD GATEACRE L25 2PL202541 CATS WHISKERS, LIVERPOOL HARTBOURNE AVENUE LIVERPOOL L25 2RY203601 WHITE HORSE, WOOLTON 2 ACREFIELD ROAD LIVERPOOL L25 5JL203537 VICTORIA, WOOLTON 13 QUARRY STREET LIVERPOOL L25 6EY202607 COUNTY COURT, WOOLTON 101/3 QUARRY STREET LIVERPOOL L25 6HB202648 DERBY ARMS, WOOLTON 162-164 ALLERTON ROAD LIVERPOOL L25 7RH202744 GARDENERS ARMS, WOOLTON 103 VALE ROAD LIVERPOOL L25 7RW203105 PIPE & GANNEX, KNOWLSLEY SUGAR LANE MERSEYSIDE L34 0EW203453 SUN INN, PRESCOT 11 DERBY STREET MERSEYSIDE L34 3LE203498 TOMMY HALLS (HARE/HOUNDS), PRE 10 WARRINGTON ROAD MANCHESTER L34 5RB202891 BATH SPRINGS, PRESCOT 103 KEMBLE STREET LIVERPOOL L34 5SG

408

PunchOutletCode Outlet Name Address 1 Address 2 Postcode300323 HORSESHOE, LIVERPOOL WINDY ARBOUR ROAD LIVERPOOL L35 3PA202865 HOLT, RAINHILL 285 WARRINGTON ROAD PRESCOT L35 8LA203246 ROCKET, RAINHILL 474 WARRINGTON ROAD PRESCOT L35 9JE202802 GREEN DRAGON HOTEL, WHISTON DRAGON LANE PRESCOT L352 UF203146 QUARRY INN, HUYTON POTTERY LANE LIVERPOOL L36 6HJ203639 YEW TREE, ORMSKIRK GRIMSHAW LANE LANCS L39 1PD122233 BRIDGE INN, LIVERPOOL UTTING AVENUE LIVERPOOL L4 2BJ891526 RICHMOND ARMS, LIVERPOOL 78 BRECK ROAD LIVERPOOL L4 2RB202938 LEIGH ARMS, LIVERPOOL 4 CHIRKDALE STREET LIVERPOOL L4 3QP203156 QUEENS ARMS, LIVERPOOL 202 WALTON ROAD LIVERPOOL L4 4BB202679 ELM TREE, LIVERPOOL 216 WESTMINSTER ROAD LIVERPOOL L4 4LZ202386 ANFIELD, WALTON 37 CHURCH ROAD LIVERPOOL L4 5TX203500 TOP HOUSE, LIVERPOOL 122 WALTON VILLAGE LIVERPOOL L4 6TN202433 BLACK BULL, MAWDESLEY HALL LANE ORMSKIRK L40 2QY203263 ROYAL COACHING HOUSE, BURSCOUG LIVERPOOL ROAD NORTH ORMSKIRK L40 4BY202507 BULL & DOG, BURSCOUGH LIVERPOOL ROAD SOUTH ORMSKIRK L40 7SS202643 DELL, PRENTON PRENTON HALL ROAD BIRKENHEAD L43 3AE202820 GROVE, LIVERPOOL 145 BRECKFIELD NORTH ROAD LIVERPOOL L5 4QT202925 LADY HAMILTON, NESTON HENLEY ROAD SOUTH WIRRAL L64 0SG202903 KENSINGTON, LIVERPOOL 189 KENSINGTON LIVERPOOL L7 2RF202528 CALEDONIA, LIVERPOOL 22 CALEDONIA STREET LIVERPOOL L7 7DX202472 BREEZE, WALTON 66 LANCASTER STREET LIVERPOOL L9 1BQ203114 PLOUGH INN, LIVERPOOL 172 RICE LANE LIVERPOOL L9 1DG202635 CUCKOO HOTEL, ORRELL PARK 123 MOSS LANE LIVERPOOL L9 8AQ201679 GEORGE & DRAGON, LANCASTER ST GEORGES QUAY LANCASTER LA 1 1RB201461 PALATINE HOTEL, MORECOMBE THE CRESCENT LANCS LA 4 5BZ201744 COAST, MORECAMBE QUEEN STREET LANCASHIRE LA 4 5EG201572 CARNFORTH HOTEL, CARNFORTH MAIN A6 ROAD LANCASHIRE LA 5 9LD201879 MALT SHOVEL INN, WARTON MAIN STREET CARNFORTH LA 5 9PG201565 BULLS HEAD, MILNTHORPE BEETHAM ROAD CUMBRIA LA 7 7QL201720 HARE & HOUNDS, KENDAL LEVENS CUMBRIA LA 8 8PN201855 DUKE WILLIAM, STAVELEY 63 MAIN STREET KENDAL LA 8 9LN201957 PHOENIX, KENDAL STRAMONGATE CUMBRIA LA 9 4BD201918 NEW INN, KENDAL HIGHGATE CUMBRIA LA 9 4HE202012 RIFLEMANS ARMS, KENDAL GREENSIDE CUMBRIA LA 9 4LD201933 ODDFELLOWS ARMS, KENDAL BURNSIDE ROAD CUMBRIA LA 9 4RL202013 RING O BELLS, KENDAL KIRKLAND CUMBRIA LA 9 5AF201593 COCK & DOLPHIN, KENDAL MILNTHORPE ROAD CUMBRIA LA 9 5AS201638 DUKE OF CUMBERLAND, KENDAL APPLEBY ROAD CUMBRIA LA 9 6ES200583 ENGINE INN, GRANGE OVER SANDS CARK IN CARMEL CUMBRIA LA11 7NZ122934 KINGS CAFE BAR, ULVERSTON 15 QUEEN STREET CUMBRIA LA12 7AF201429 FRIARS HOTEL, BARROW IN FURNES FRIARS LANE CUMBRIA LA13 9NT201394 BARROW ARMS, BARROW IN FURNESS CAVENDISH STREET CUMBRIA LA14 1PZ200588 BAR CAIRO, BARROW 58 DUKE STREET BARROW LA14 1RX200599 PERISCOPE, WALNCY ISLAND MILL LANE BARROW LA14 3XY203107 PLOUGH, GALGATE MAIN ROAD NR LANCASTER LA2 0LQ202857 HEST BANK LANE, LANCASTER 2 HEST BANK LANCASTER LA2 6DN202405 BATH HOTEL, MORECAMBE 5-7 NORTHUMBERLAND STREET LANCASHIRE LA4 4AU203028 NEW INN, MORECAMBE 2 POULTON SQUARE MORECAMBE LA4 5PZ203035 NIBS, WARTON MILLHEAD CARNFORTH LANCS LA5 9DR114814 CANAL TURN, CARNFORTH LANCASTER ROAD LANCASTER LA5 9EE201990 QUEENS HOTEL, CARNFORTH MARKET STREET LANCASHIRE LA5 9JX203315 SHOVEL INN, CARNFORTH NORTH ROAD LANCS LA5 9NA201640 DUN HORSE, KENDAL STRAMONGATE CUMBRIA LA9 4BH113565 LLANERCH INN, LLANDRINDOD HIGH STREET POWYS LD1 6BG200472 FORESTERS ARMS, LEICESTER FROG ISLAND LEICESTER LE 3 5AG201064 RIFLE BUTTS, LEICESTER 29 NOTTINGHAM ROAD LEICS LE 5 3TT201068 WHEEL INN, REARSBY LEIC 1770 MELTON ROAD LEICS LE 7 4YS201056 BULLS HEAD, COUNTESTHORPE LEI 13 MAIN STREET LEICS. LE 8 5QX201065 RAILWAY, COUNTESTHORPE LEICES 128 STATION ROAD LEICS LE 8 5TD

409

PunchOutletCode Outlet Name Address 1 Address 2 Postcode203272 ROYAL OAK, LEICESTER BELGRAVE GATE LEICESTER LE1 3GR202470 BOWLTURNERS ARMS, LEICESTER BELGRAVE GATE LEICESTER LE1 3HS203558 WARWICK ARMS, LOUGHBOROUGH WARWICK WAY LEICESTER LE11 4UG203611 WHITE LION, LOUGHBOROUGH REMPSTONE LEICS LE12 6RH202331 KING WILLIAM, MOUNTSORREL 154 LEICESTER ROAD LOUGHBOROUGH LE12 7DE201062 HORSE & TRUMPET, SILEBY 4 BARROW ROAD LOUGHBOROUGH LE12 7LP201069 WHITE HART INN, QUORN 32 HIGH STREET LEICS LE12 8DT201067 TRAP, BARROW-ON-SOAR LEICESTER NORTH STREET LEICS LE12 8QA202313 BLUE BALL, SHEPSHED 16 MARKET PLACE LOUGHBOROUGH LE12 9RT201061 GRAPES INN, MELTON MOWBRAY LEI 19 MARKET PLACE LEICS LE13 1XD201058 BERKELEY ARMS, MELTON MOWBRAY WYMONDHAM MELTON MOWBRAY LE14 2AG202037 ROYAL OAK, GREAT DALBY CHURCH STREET MELTON MOWBRAY LE14 3LB200474 RUTLAND ANGLER, OAKHAM MILL ST LEICS LE15 6EA200477 WHEATSHEAF, OAKHAM GREETHAM LEICS LE15 7NP200471 BOOT & SHOE, OAKHAM SOUTH LUFFENHAM LEICS LE15 8NX200479 WAGGON & HORSES, UPPINGHAM 64 HIGH STREET OAKHAM

LEICESTERSHIRLE15 9PZ

200473 RED LION, GREAT BOWDEN 5 MAIN STREET MARKETHARBOROUGH

LE16 7HB

200476 SUN, GREAT EASTON MARKET HAR 6 CROSS BANK LEICESTERSHIRE LE16 8SR203065 OLD ROYAL OAK, BITTESWELL VALLEY LANE LEICESTERSHIRE LE17 4SA202969 MAN AT ARMS, NR LUTTERWORTH BITTESWELL HARBOROUGH LEICS LE17 4SB300329 MERRIE MONK, DUNTON BASSETT 38 STATION ROAD LUTTERWORTH LE17 5LQ201059 CHEQUERS, SWINFORD HIGH STREET LEICS. LE17 6BL200475 SWAN, NORTH KILWORTH STATION ROAD LUTTERWORTH LE17 6EP202790 GRAND HOTEL, SOUTH WIGSTON CANAL STREET LEICESTER LE18 4PL300271 NAGS HEAD, LEICESTER 41 CROSS STREET LEICESTER LE19 5NJ202357 TREES, BIRSTALL 104 STONEHILL AVENUE LEICESTER LE4 4JD300276 TALBOT, LEICESTER 4 THURCASTON ROAD LEICESTER LE4 5PF203629 WOOLPACK INN, LEICESTER CATHERINE STREET LEICESTER LE4 6EP300270 MAYFLOWER, LEICESTER 1 OCEAN ROAD LEICESTER LE5 2EH300268 LANCASTER ARMS, LEICESTER 234 GREEN LANE ROAD LEICESTER LE5 4PA203541 VICTORIA HOTEL, COALVILLE WHITWICK ROAD LEICS LE67 3FA201063 MAN WITHIN COMPASS, WHITWICK LOUGHBOROUGH ROAD LEICS LE67 5AS202400 BAKERS ARMS, SYSTON 1257 MELTON ROAD LEICESTER LE7 2JT300338 FRANCIS ARMS, STONEY STANTON 42 HUNCOTE ROAD LEICESTERSHIRE LE9 4DG202348 PLOUGH, EARL SHILTON 23 CHURCH STREET LEICS LE9 7DA300333 ROLLERS ARMS, SOUTHSEA HIGH STREET WREXHAM LL11 5PB201438 GREDINGTON ARMS, HOLT CROSS STREET WREXHAM LL12 7HA202816 GRIFFIN INN, GRESFORD CHURCH GREEN WREXHAM LL12 8RG203213 RED LION, HOPE HAWARDEN ROAD WREXHAM LL12 9NG300332 PLOUGH, RHOSYMEDRE PARK ROAD WREXHAM LL14 3EF113575 HAND HOTEL, CHIRK CHURCH STREET CHIRK LL14 5EY203633 WYNNSTAY ARMS, RUTHIN WELL STREET CLWYD LL15 1AN202192 WHITE HORSE, CLWYD LLANFAIRDYFFRYN WALES LL15 2RU201620 CROWN HOTEL, DENBIGH CROWN SQUARE CLWYD LL16 3AA202868 HOPE & ANCHOR, DENBIGH 94 VALE STREET CLWYD LL16 3BW201888 MASONS ARMS, DENBIGH RHYL ROAD CLWYD LL16 3DT201939 OLD VAULTS, DENBIGH 40/42 HIGH ST CLWYD LL16 3RY203607 WHITE LION, DENBIGH BACK ROW LANE CLWYD LL16 3TE203509 TREFNANT HOTEL, TREFNANT DENBIGH ROAD DENBIGH LL16 5UG126117 BRYN DINAS HOTEL, ST ASAPH CHESTER STREET ST ASAPH LL17 0RE203454 SUN INN, RHYL WELLINGTON ROAD CLWYD LL18 1LP203275 ROYAL OAK, RHYL 159 - 161 WELLINGTON ROAD CLWYD LL18 1LW202698 FERRY HOTEL, KINMEL BAY FORYD ROAD RHYL LL18 5AR202632 CROWN INN, RHYL TRELAWYNYD CLWYD LL18 6DN202843 HARP, ABERGELE MARKET STREET CLWYD LL22 7AF300307 YACHT PENSARN, ABERGELE 1 MARINE ROAD ABERGELE LL22 7PR203297 SEAGULL ARMS, TOWYN TOWYN ROAD ABERGELE LL22 9EN203572 WENDOVER, ABERGELE TOWYN ABERGELE LL22 9LL

410

PunchOutletCode Outlet Name Address 1 Address 2 Postcode113470 PONT Y PAIR, BETWS Y COED HOLYHEAD ROAD BETWS Y COED LL24 0BN201071 GWYDYR HOTEL, DOLWYDDELAN HIGH STREET A470 GWYNEDD LL25 0EJ203116 PLOUGH INN, OLD COLWYN 282 ABERGELE ROAD CLWYD LL29 9LN402328 MAGGIE MURPHYS, TYWYN HILL PENTYWYN ROAD TYWYN

HILL,DEGANWYLL31 9TH

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411

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BEDSLU7 2RB

202121 THREE LEGS OF MAN, MANCHESTER STRETFORD ROAD MANCHESTER M 15 4AE201935 OLD ABBEY, GREENHEYS 61 PENCROFT WAY MANCHESTER M 15 6JJ201715 HAMLET, GORTON 241 ABBEY HEY LANE MANCHESTER M 18 8XL200601 RAILWAY, MIDDLETON 54 TOWNLEY STREET GTR MANCHESTER M 24 1BT201739 HORSESHOE, RADCLIFFE 69 BLACKBURN ST GREATER

MANCHESTERM 26 1WG

202063 SHIP CANAL, ECCLES 85 BARTON LANE MANCHESTER M 30 0EY202128 TOWN HALL, ECCLES 106 CHURCH STREET MANCHESTER M 30 0LH200609 WELLINGTON, PATRICROFT 37 WORSLEY ROAD ECCLES M 30 8PB201086 STUMBLE INN, LITTLE HULTON 212 CLEGGS LANE WALKDEN

MANCHESTERM 38 9RQ

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412

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MANCHESTERM40 1GG

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KEYMK1 1BA

905027 CHEQUERS, NORTH CRAWLEY 24 HIGH STREET NORTH CRAWLEY MK16 9LH201095 DOLPHIN, STOKE HAMMOND LEIGHTON ROAD MILTON KEYNES MK17 9BB201099 PHOENIX, STEEPLE CLAYDON 11 QUEEN CATHERINE ROAD BUCKS MK18 2PZ201097 NAGS HEAD, WINSLOW BUCK 39 SHEEP STREET WINSLOW

BUCKINGHAMMK18 3HL

201100 QUEENS HEAD, CHACKMORE BU MAIN STREET CHACKMOREBUCKINGHAM

MK18 5JF

200483 SWAN, OLD STRATFORD LONDON ROAD MILTON KEYNES MK19 6AE201096 FOX & HOUNDS, DEANSHANGER 71 HIGH STREET MILTON KEYNES MK19 6HR202751 GEORGE, BLETCHLEY 16 BUCKINGHAM ROAD BUCKS MK3 5HL300254 ENGINE & TENDER, BEDFORD 93 MIDLAND ROAD BEDFORD MK42 1BZ202376 ALBION ARMS, AMPTHILL 36 DUNSTABLE ROAD BEDS. MK45 2JT200632 CHEERS BAR, BELLSHILL 138 MOTHERWELL ROAD GLASGOW ML 4 2LB202269 CHERRY TREE, WISHAW 259 METHERTON ROAD WISHAW ML2 0BD202272 IMPERIAL, WISHAW 121 MAIN STREET WISHAW ML2 7AU202293 BRADLEYS, 204 HILLHOUSE ROAD 204 HILLHOUSE ROAD HAMILTON ML3 9NS202235 ALHAMBRA, BELLSHILL 202 MAIN STREET BELLSHILL ML4 1AB202236 ARGYLL BAR, COATBRIDGE 93 MAIN STREET COATBRIDGE ML5 3EL122932 KIRKSTYLE INN, GLENMAVIS 192 COATBRIDGE ROAD AIRDRIE ML6 0NL202253 WHITELAWS, AIRDRIE 17-19 SOUTH BRIDGE STREET AIRDRIE ML6 6JQ129313 WEE THACKIT, CARLUKE 5 HIGH STREET CARLUKE ML8 4AL201104 FLORENCE TAVERN, ISLINGTON 50 FLORENCE STREET LONDON N 1 1QY201105 PRINCE OF WALES, ISLINGTON 1A SUDELEY STREET LONDON N 1 8HP200487 GUNNERS, HIGHBURY 204 BLACKSTOCK ROAD LONDON N 5 1EN201106 LEIGHTON ARMS, LONDON 101 BRECKNOCK ROAD LONDON N 7 0DA200484 COACH & HORSES, STOKE NEWINGTO 178 HIGH STREET LONDON N16 N 16 7JL896437 PITCH & PINT, EDMONTON 269 HERTFORD ROAD EDMONTON N 9 7ES203335 SPOONS, MUSWELL HILL 89 COLNEY HATCH LANE LONDON N10 1LR202772 GOAT, TOTTENHAM 414-416 WEST GREEN ROAD LONDON N15 3PU202668 DUTCH HOUSE, TOTTENHAM 148/150 HIGH ROAD LONDON N15 6UJ203491 THREE CROWNS, EDMONTON 164 FORE STREET EDMONTON N18 2JB202936 LANDSEER, LONDON 37 LANDSEER ROAD LONDON N19 4JU203070 GOOD INTENT, HOLLOWAY 52 WEDMORE STREET LONDON N19 4RQ203258 ROSES ALE HOUSE, LONDON 385 ARCHWAY LONDON N6 4ER202111 TANNERS ARMS, NEWCASTLE CRAWHILL ROAD NEWCASTLE NE 1 2NS

413

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UPON TYNNE 6 5XL

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TYNENE12 9SU

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TYNENE16 6PU

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414

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NORTHUMBERLANDWEST SLEEKBURN NORTHUMBERLAND NE62 5XE

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415

PunchOutletCode Outlet Name Address 1 Address 2 Postcode888590 LOCAL INN, MANSFIELD ARMSTRONG ROAD MANSFIELD NG19 6JR202344 PARLIAMENT OAK, MANSFIELD WOOD CHURCH STREET NOTTS NG19 8AH202086 STAR, MANSFIELD WOODHOUSE WARSOP ROAD NOTTINGHAM NG19 9LE202639 DALE HOTEL, NOTTINGHAM SNEINTON DALE NOTTINGHAM NG2 4HJ202330 KING WILLIAM, NOTTINGHAM 6 EYRE STREET NOTTINGHAM NG2 4PB202398 BADGER, SHIREBROOK RECREATION ROAD NOTTINGHAM NG20 8JY203307 SHERWOOD, RAINWORTH KIRKLINGTON ROAD NOTTINGHAM NG21 0LA202329 JOLLY FRIAR, BLIDWORTH 165 DALE LANE NOTTINGHAM NG21 0SL202353 SQUINTING CAT, CLIPSTONE MANSFIELD ROAD MANSFIELD NG21 9AB202972 MANVERS, EDWINSTOWE WELBECK DRIVE NOTTINGHAM NG21 9PD133104 WHEATSHEAF, LONG BENNINGTON MAIN ROAD LONG BENNINGTON NG23 5DJ201585 CHEQUERS INN, ELSTON TOAD LANE NEWARK NG23 5NS200167 PLOUGH INN, NEWARK NORWELL NOTTS NG23 6JN126089 SQUARE & COMPASS, EASTGATE EASTGATE NOTTINGHAMSHIRE NG23 6RN202339 NEW INN, NEWARK 2 WILLIAM STREET NOTTS NG24 1QS201114 ROSE & CROWN, BALDERTON 43 MAIN STREET NOTTS NG24 3LN202319 DUKE OF CAMBRIDGE, CARLTON ROA 1 CLARENCE STREET NOTTINGHAM NG3 2ET203326 SMITHYS, NOTTINGHAM 292 CARLTON ROAD NOTTINGHAM NG3 2NR203575 WESTMINSTER (WHEELTAPPERS), NO ST ANNS WELL ROAD NOTTINGHAM NG3 3JL202422 BELLE VUE, MAPPERLEY 680 WOODBOROUGH ROAD NOTTINGHAM. NG3 5FS203336 NEW ENGINE HOUSE, OFF PORCHEST BURGESS ROAD (OLD

BRICKYARD)NOTTINGHAM NG3 6PB

202340 ODD HOUSE, GRANTHAM 4 FLETCHER STREET GRANTHAM NG31 6BP203269 ROYAL OAK, GRANTHAM MARKET PLACE LINCS NG31 6LR200488 MALT SHOVEL, LINCS GRANTHAM LINCS NG31 6LU126088 HUNTINGTON TOWER ARMS, GRANTHA 93 HARLAXTON ROAD GRANTHAM NG31 7AE203248 ROPSLEY FOX, LINCS NR GRANTHAM LINCS NG33 4BX201678 GEORGE & DRAGON, BILLINGBOROUG VICTORIA STREET SLEAFORD NG34 0NX300343 ROSE & CROWN, SLEAFORD 2 WATERGATE SLEAFORD NG34 7PG201112 MARQUIS OF GRANBY, SLEAFORD 65 WESTGATE LINCS NG34 7PU200495 GRAPES, SLEAFORD SOUTHGATE LINCS NG34 7SY200489 ROYAL OAK, SLEAFORD HECKINGTON LINCS NG34 9JD201911 NAG’S HEAD, GREAT HALE 2 GROVE STREET SLEAFORD NG34 9JY201908 NAG’S HEAD, HECKINGTON HIGH STREET SLEAFORD NG34 9QZ203011 NAGS HEAD, NOTTINGHAM CARLTON HILL NOTTINGHAM NG4 1FN202326 HEATHFIELD, BASFORD ARNOLD ROAD NOTTINGHAM NG5 1NJ202735 FRAMESMITHS ARMS, BULWELL MAIN STREET NOTTINGHAM NG6 8ED203488 THREE CROWNS, BULWELL MAIN STREET NOTTINGHAM NG6 8EH300368 SCOTS GREY, BULWELL 116 MAIN STREET NOTTINGHAM NG6 8ET202345 BULL & BUTCHER, BULWELL COVENTRY ROAD NOTTINGHAM NG6 8RB203034 NEWSTEAD ABBEY, BULWELL ST ALBANS ROAD NOTTINGHAM NG6 9JS202835 HAPPY RETURN, LENTON CHURCH STREET NOTTINGHAM. NG7 1SJ202892 JOHNSON ARMS, DUNKIRK ABBEY STREET NOTTINGHAM NG7 2NZ202896 JOLLY HIGGLERS, NOTTINGHAM ILKESTON ROAD NOTTINGHAM NG7 3EA203603 WHITE HORSE INN, NOTTINGHAM ILKESTON ROAD NOTTINGHAM NG7 3FY203585 WHEATSHEAF INN, NOTTINGHAM 72 ILKESTON ROAD NOTTINGHAM NG7 3GQ202351 RUNNING HORSE, NOTTINGHAM 16 ALFRETON ROAD NOTTINGHAM NG7 3NG202685 FALCON INN, NOTTINGHAM ALFRETON ROAD NOTTINGHAM NG7 3NN203587 WHEELTAPPERS (CLOCK), NOTTS BIRKIN AVENUE NOTTS NG7 5GD202612 CRICKET PLAYERS, HYSON GREEN 168 RADFORD ROAD HYSON GREEN NG7 6AP202356 THREE HORSESHOES, BEESTON MIDDLE STREET NOTTS NG9 2AR203165 QUEENS HOTEL, BEESTON QUEENS ROAD NOTTINGHAM NG9 2FE202350 ROYAL OAK, BEESTON VILLA STREET NOTTINGHAM NG9 2NY202988 MIDLAND HOTEL, STAPLEFORD DERBY ROAD STAPLEFORD NG9 7AZ203052 OLD CROSS, STAPLEFORD 26 CHURCH STREET NOTTS NG9 8DA201431 GARIBALDI, NORTHAMPTON 17-22 BAILIFF STREET NORTHANTS NN 1 3DY201398 BRITTANIA, NORTHAMPTON 50 BARRACKS ROAD NORTHANTS NN 1 3RL200499 PRINCESS ALEXANDRA, NORTHAMPTO 1 ALEXANDRA ROAD NORTHAMPTON NN 1 5QP201414 DEERS LEAP, BELLINGE FIELDMILL LANE NORTHANTS NN 3 9AZ200498 OLD KINGS HEAD, LONG BUCKBY HARBIDGES LANE NORTHANTS. NN 6 7QL

416

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NORTHANTSNN14 1JD

200504 RED LION, CRANFORD 42 HIGH STREET KETTERING NN14 4AA113687 PRINCE OF WALES, WOODFORD 33 HIGH STREET KETTERING NN14 4HE202341 OLD GREYHOUND, ROTHWELL 22 HIGH STREET NORTHANTS NN14 6AD202990 MIKADO PHEASANT, KETTERING HIGHFIELD CRESCENT KETTERING NN15 6JS113688 GOODYS, KETTERING HALLWOOD ROAD KETTERING NN16 9RF300355 CORBY CANDLE, CORBY 1 NEW POST OFFICE SQUARE CORBY NN17 1PB200496 GEORGE HOTEL, WELDON NR CORBY 5-7 STAMFORD ROAD NORTHANTS NN17 3JL203096 PHOENIX, CORBY BEANFIELD AVENUE NORTHANTS NN18 0AY200505 RED LION, BOZEAT 63 LONDON ROAD WELLINGBOROUGH NN29 7JR200491 BOOT, WOLLASTON 35 HIGH ST WELLINGBOROUGH NN29 7QE202742 GALLERY, NORTHAMPTON SOUTHFIELDS NORTHAMPTON NN3 5DS203249 ROSE & CLARET (VIKING), CAMP HUNSBURY HILL ROAD NORTHAMPTON NN4 9UW114276 FIDDLERS ELBOW, WELLINGBOROUGH CHURCH STREET NORTHAMPTONSHIRE NN8 4PF200494 DOLBEN ARMS, FINEDON 37 IRTHLINGBOROUGH RD NORTHANTS NN9 5EH201117 CROWN INN, SEBASTOPOL NR.P GREENHILL ROAD GWENT NP 4 5BQ201455 NEW INN, MAERDY HEREFORD ROAD ABERGAVENNY NP 7 6LE300087 OLDE OAK, ROGERSTONE RUSKIN AVENUE NEWPORT NP10 0AA201418 DUFFRYN ARMS, NEWPORT DUFFRYN WAY GWENT NP10 8TE203125 PORTERS (THREE TUNS INN), CHEP 32 BRIDGE STREET GWENT NP16 5EY117605 CARPENTERS ARMS, SHIRENEWTON SHIRENEWTON CHEPSTOW NP16 6BU300081 NEW INN, PWILLMEYRIC PWLLMEYRIC MONMOUTHSHIRE NP16 6LF201116 ANCHOR HOTEL, NR CHEPSTOW TINTERN GWENT NP16 6TE300072 CARPENTERS ARMS, NEWPORT 146 CHEPSTOW ROAD NEWPORT NP19 8EG201460 OPEN HEARTH, RINGLAND HENDRE FARM DRIVE NEWPORT NP19 9LH300086 RED LION HOTEL, NEWPORT 47 STOW HILL NEWPORT NP20 1JH201420 DYNEVOR ARMS, TIRPHIL THE SQUARE NEW TREDEGAR NP24 6XS300084 GRIFFIN, MONMOUTH WHITE CROSS STREET MONMOUTH NP25 3BY201118 ROSE INN, NEWPORT REDWICK MAGOR GWENT NP26 3DU300075 INN BETWEEN, USK GWENT 53 BRIDGE STREET GWENT NP5 1BQ300079 SKIRRID, LANFIHANGEL LLANFIHANGEL CRUCORNEY GWENT NP7 8DH200189 BRIDGE HOUSE, NORWICH 1 ROSARY ROAD NORFOLK NR 1 1SZ200520 WILD MAN, NORWICH BEDFORD STREET NORFOLK NR 2 1AG200513 PICKWICK, NORWICH 41 EARLHAM ROAD NORFOLK NR 2 3AD200514 PERSEVERANCE, NORWICH 35-37 ADELAIDE ST NORFOLK NR 2 4JD200243 LORD ROSEBERY, NORWICH 94 ROSEBERY ROAD NORFOLK NR 3 3AB200273 SPREAD EAGLE, NORWICH 35 SUSSEX STREET NORFOLK NR 3 3DG200212 ELM TAVERN, NORWICH 118 MAGDALEN ROAD NORFOLK NR 3 4AN200517 STANLEY ARMS, NORWICH 33 MAGDALEN ROAD NORFOLK NR 3 4LG200306 BRANFORD STORES, NORWICH 3 BRANFORD ROAD NORFOLK NR 3 4QD200221 GORDON, NORWICH 88 GORDON AVENUE NORFOLK NR 7 0DR200183 BELL INN, BARNHAM BROOM BELL ROAD NORFOLK NR 9 4AA200191 BUCK INN, HONINGHAM DEREHAH ROAD NORFOLK NR 9 5BL200186 BLACK SWAN, HORSHAM ST FAITHS 25 NORWICH ROAD NORFOLK NR10 3HJ200182 BELL, CAWSTON HIGH STREET CAWSTON NR10 4AE200308 DUKES HEAD, NORWICH CORPUSTY NORFOLK NR11 6QG200203 CROWN, BANNINGHAM CHURCH STREET NORFOLK NR11 7DY200516 SHIP, MUNDESLEY PASTON ROAD NORFOLK NR11 8BN

417

PunchOutletCode Outlet Name Address 1 Address 2 Postcode200288 VERNON ARMS, SOUTHREPPES 2 CHURCH STREET NORFOLK NR11 8NP200247 NEW INN, ROUGHTON NORWICH ROAD NORFOLK NR11 8SJ200227 GREYHOUND, HICKLING THE GREEN NORFOLK NR12 0YA200297 WHITE HORSE, NORFOLK NEATISHEAD NORFOLK NR12 8AD200204 CROWN, NORFOLK SMALLBURGH NORFOLK NR12 9AD200230 HARNSER, STALHAM THE GREEN NORFOLK NR12 9QA200259 RAMPANT HORSE, FREETHORPE 2 CHAPELFIELD NORWICH NORFOLK NR13 3LY200287 TWO FRIENDS, BLOFIELD HEATH WOODBASTWICK ROAD NORWICH NR13 4AB200236 KINGS HEAD, LINGWOOD STATION ROAD NORFOLK NR13 4AZ200301 WHITE HORSE, CHEDGRAVE NORWICH ROAD NORWICH NR14 6ND200209 DOVE, PORINGLAND BUNGAY ROAD NORWICH NR14 7NB200522 WHEEL OF FORTUNE, ALPINGTON WHEEL ROAD NORFOLK NR14 7NL200298 WHITE HORSE, TROWSE NORWICH THE STREET NORFOLK NR14 8ST200245 WATERSIDE INN, NEWTON FLOTHAM OLD STREET NORWICH NR15 1PD200253 QUEENS HEAD, HEMPNALL MILL ROAD NORWICH NORFOLK NR15 2WD200250 PELICAN, TACOLNESTONE NORWICH ROAD NORFOLK NR16 1AL200217 GEORGE, NEW BUCKENHAM CHAPEL STREET NORFOLK NR16 2BB200223 GREEN DRAGON, WYMONDHAM CHURCH STREET NORFOLK NR18 0PH200200 COCKERS, DEREHAM 28 NORWICH STREET NORFOLK NR19 1BX200278 SWAN INN, DEREHAM GRESSENHALL NORFOLK NR20 4QU200269 ROYAL OAK, BINTREE NR DEREHAM THE STREET NORFOLK NR20 5AH200506 BULL, WALSINGHAM COMMON PLACE NORFOLK NR22 6BP200220 GOLDEN FLEECE, WELLS NEXT SEA THE QUAY NORFOLK NR23 1AH200260 RED HART, BODHAM NR HOLT THE STREET NORFOLK NR25 6AD200258 RAILWAY TAVERN, HOLT MARKET PLACE NORFOLK NR25 6BS200188 BLUE BELL, LANGHAM HOLT RD NORFOLK NR25 7BX200283 THREE SWALLOWS, CLEY NEXT THE NEWGATE GREEN CLEY NEXT THE SEA NR25 7TT200211 DUN COW, SALTHOUSE BARD HILL NORFOLK NR25 7XA200239 KINGS HEAD, CROMER HIGH STREET NORFOLK NR27 9HG200507 CROSS KEYS, DILHAM THE STREET NORFOLK NR28 9PS200512 NEW INN, WORSTEAD NORTH WALSH CHURCH PLAIN NORFOLK NR28 9RW200215 FOX & HOUNDS, FILBY THRIGBY ROAD NORFOLK NR29 3HJ200509 FALGATE, POTTER HEIGHAM MAIN ROAD NORFOLK NR29 5HZ200190 BROADSHAVEN, POTTER HEIGHAM BRIDGE ROAD NORFOLK NR29 5JD200222 GREAT EASTERN STORES, YARMOUTH 155 NELSON ROAD CENTRAL NORFOLK NR30 2HZ200178 ALBION, GORLESTON ON SEA 87 LOWESTOFT ROAD NORFOLK NR31 6SH200187 BLUE ANCHOR, LOWESTOFT HIGH STREET LOWESTOFT NR32 1HP133474 O’REILLYS 95-98 HIGH STREET LOWESTOFT NR32 1XW200289 VILLAGE MAID, LOUND THE STREET SUFFOLK NR32 5LT200511 KINGS HEAD, KESSINGLAND 66 HIGH STREET LOWESTOFT

SUFFOLKNR33 7QF

200515 SWANSONS, BUNGAY 16 ST MARY’S STREET SUFFOLK NR35 1AW513846 HIND & HART, GRAHAM PK THE CONCOURSE GRAHAM

PK,COLINDALENW 9 5XB

300365 QUEENS HEAD & ART, LONDON 30-32 ALBANY STREET LONDON NW1 4EA200596 NEW MUSEUM, OLDHAM 104 HENSHAW STREET OLDHAM OL 1 2BL201495 ALEXANDRA HOTEL, OLDHAM 7 DERKER STREET LANCASHIRE OL 1 4EE200825 MOORSIDE, MOORSIDE 693 RIPPONDEN ROAD OLDHAM OL 1 4SA897027 WELLINGTON, GREENFIELD 29 CHEW VALLEY ROAD GREENFIELD OL 3 7AF202113 TEMPLE, WATER HEAD 561 HUDDERSFIELD RD OLDHAM OL 4 3NY200602 RED LION, LEES 109 HIGH STREET OLDHAM OL 4 4LY201667 FRIENDSHIP, MOSSLEY 139A MANCHESTER ROAD LANCASHIRE OL 5 9AA202126 TONTINE, ASHTON-UNDER-LYNE 76 PENNY MEADOW LANCASHIRE OL 6 6EL200576 CANTERBURY ARMS, ASHTON UNDER CANTERBURY STREET ASHTON UNDER LYME OL 6 6HX897756 GREYHOUND, ASHTON UNDER LYNE 190 BURLINGTON STREET ASHTON UNDER LYNE OL 7 0AE201409 CORPORATION, GUIDEBRIDGE 286 STOCKPORT ROAD ASHTON UNDER LYN OL 7 0NS896788 HOP POLE, ASHTON UNDER LYME 128 OLDHAM ROAD ASHTON UNDER LYME OL 7 9AN202102 SUMP HOLE, CHADDERTON 72 WALSH STREET OLDHAM OL 9 9LR202500 BROOK TAVERN, OLDHAM 260 ROCHDALE ROAD OLDHAM OL1 2HF202962 LOWERHOUSE INN, OLDHAM 116 DERKER STREET OLDHAM OL1 3PG

418

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HANBOROU133 MAIN ROAD OXON OX 8 8JX

201133 FOX INN, NR THAME TIDDINGTON OXON OX 9 2LH201131 CROSS KEYS, THAME 1 PARK STREET OXON OX 9 3HP201144 THREE HORSESHOES, TOWERSEY CHINNOR ROAD OXON OX 9 3QY201127 BLACK BOY, CHINNOR STATION ROAD OXON OX 9 4PZ300161 TOWN ARMS, WALLINGFORD 102 HIGH STREET WALLINGFORD OX10 0BL300163 WHEATSHEAF, DIDCOT WANTAGE ROAD OXON OX11 0BS201136 KING ALFREDS HEAD, OXON WANTAGE OXON OX12 8AH123338 ROMANY INN, BAMPTON BRIDGE STREET OXON OX18 2HA

419

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201139 PLOUGH, ARNCOTT PLOUGHLY ROAD OXON OX25 1NY201125 BEN JOHNSON, BICESTER WESTON-ON-THE-GREEN OXON OX25 3RA201124 BELL INN, LOWER HEYFORD 21 MARKET SQUARE OXON OX25 5NY201126 BUTCHERS ARMS, OXON FRINGFORD OXON OX27 8EB300160 THREE HORSESHOES, L/HANBORO 18 MAIN ROAD OXFORDSHIRE OX29 8BE201143 SUN INN, WHEATLEY WESTFIELD ROAD OXON OX33 1NB202548 CHEQUERS, HORSPATH THE GREEN OXFORD OX33 1RP863738 BULLINGDON ARMS, OXFORD 162 COWLEY ROAD OXFORD OX4 1UE201140 PLOUGH, GREAT HASELEY RECTORY ROAD OXON OX44 7JQ201142 RED LION, OXON GARSINGTON OXON OX44 9JT300251 BLACK BULL, OXFORD 2 BANBURY ROAD OXFORD OX5 2BT203214 RED LION, ISLIP HIGH STREET OXON OX5 2RX201130 CARPENTERS ARMS, MIDDLE BARTON NORTH STREET OXON OX7 7DA200630 FINLAYS, PAISLEY 33 CAUSEYSIDE STREET GLASGOW PA 1 1UL200625 KINDS MAN’S, RENFREW HAIRST STREET RENFREW PA 4 8QU202288 ANCHOR BAR, PAISLEY 23 GAUZE STREET PAISLEY PA1 1ES202268 CELLAR BAR, PAISLEY 28 LADY LANE PAISLEY PA1 2LG202289 ARGYLL & SUTHERLAND, GREENOCK 1 BRUCE STREET GREENOCK PA15 4LL202265 BRIDGEWATER, ERSKINE BRIDGEWATER SHOPPING

CENTREERSKINE PA8 7AA

200528 DRAGONFLY, ORTON MALBOURNE HERLINGTON CENTRE PETERBOROUGH PE 2 5PN201147 KINGS HEAD, STAMFORD MAIDEN LANE LINCS PE 9 2AZ200525 BULL & SWAN, STAMFORD ST MARTINS LINCS PE 9 2LJ200524 BLUE BELL, STAMFORD 9 HIGH STREET LINCS PE 9 3LR200527 CROWN INN, STAMFORD GT CASTERTON LINCS PE 9 4AP200531 GREEN DRAGON, STAMFORD RYHALL LINCS PE 9 4HJ200193 BULLS NECK, HOLBEACH SPALDING WASHWAY ROAD PENNY HILL LINCS PE12 8DN200267 ROSE & CROWN, MANEA MARCH HIGH STREET CAMBS PE15 0JA201149 WRESTLERS INN, ST NEOTS NEW STREET CAMBS PE19 1AE300398 HYDE PARK, ST NEOTS 46 NEW STREET ST NEOTS PE19 1AJ200535 SHOTZ BAR @ KINGS HEAD HOTEL, SOUTH STREET HUNTINGDON PE19 2BW200532 HARE & HOUNDS, EYNESBURY BERKLEY STREET ST NEOTS PE19 2TX200542 WAGGON & HORSES, EATON SOCON 184 GREAT NORTH ROAD CAMBS PE19 3EF113684 GOLDEN LION, PETERBOROUGH 5 CHURCH STREET PETERBOROUGH PE2 8HE113678 WHITTLE WAY, PETERBOROUGH CENTRAL SQUARE PETERBOROUGH PE2 8RH113685 WOODSTON, PETERBOROUGH BELSIZE AVENUE PETERBOROUGH PE2 9HX113686 YE OLDE RED LION, BOSTON DONNINGTON ROAD BOSTON PE20 3EF201993 RAILWAY HOTEL, BOSTON 84 LONDON ROAD BOSTON PE21 7EQ896805 MALCOLM ARMS, BOSTON FRITH BANK ANTONS GOWT BOSTON PE22 7BE203567 WELCOME INN, SKEGNESS BURGH OLD ROAD SKEGNESS PE25 2LJ203301 SHADES, SKEGNESS LUMLEY ROAD LINCS PE25 3LL125936 GEORGE, RAMSEY HIGH STREET RAMSEY PE26 1AB200533 JOLLY SAILOR, RAMSEY GREAT WHYTE ROAD HUNTINGDON PE26 1HH200536 MANCHESTER ARMS, ST IVES 138 NEEDINGWORTH ROAD CAMBRIDGE PE27 5LB300400 WHITE HORSE INN, HUNTINGDON 2 STOW ROAD HUNTINGDON PE28 0HU200543 WHITE SWAN, BLUNTISHAM HUNTIN 30 HIGH STREET CAMBRIDGESHIRE PE28 3LD200530 GREEN MAN, COLNE EAST STREET HUNTINGDON PE28 3LZ200523 BELL, SAWTRY 1 BLIND LANE HUNTINGDON CAMBS PE28 5UY200541 VICTORIA INN, HUNTINGDON 52 OUSE WALK CAMBS. PE29 3QW201435 GOLDEN KNIGHT, OXMOOR ESTATE SAPLEY SQUARE HUNTINGDON PE29 7LB201148 NORFOLK HARVESTER, KINGS LYNN SPENSER ROAD NORFOLK PE30 3DP200292 WEST NORFOLK, KINGS LYNN HEACHAM NORFOLK PE31 7AW200202 COMPASSES, KINGS LYNN SNETTISHAM NORFOLK PE31 7NJ200271 SHIP, BRANCASTER COAST ROAD NORFOLK PE31 8AP200282 THREE HORSE SHOES, KINGS LYNN ROYDON NORFOLK PE32 1AW200216 GATE INN, KINGS LYNN MIDDLETON KINGS LYNN PE32 1RW129997 MARINE BAR 10 ST EDMUNDS TERR NORFOLK PE36 5EH200299 WHITE HORSE, HOLME NEXT SEA COAST ROAD HUNSTANTON PE36 6LH200238 KINGS HEAD, KINGS LYNN THORNHAM PETERBOROUGH PE36 6LY200268 ROSE & CROWN, HILGAY DOWNHA BRIDGE STREET NORFOLK PE38 0LJ

420

PunchOutletCode Outlet Name Address 1 Address 2 Postcode300456 WALNUT TREE, PETERBOROUGH 36 HORSEGATE PETERBOROUGH PE6 8EW201151 QUEENS DOCK INN, KEYHAM PL 57 CHARLOTTE STREET DEVON PL 2 1RL201153 SEYMOUR ARMS, PLYMOUTH 10 NORTH STREET DEVON PL 4 8DL201154 TIGER, WHITLEIGH PLYMOUTH BODMIN ROAD DEVON PL 5 4EA300261 EAGLE, PLYMOUTH 156 CORNWALL STREET PLYMOUTH PL1 1NJ300001 DEVON & CORNWALL, MILLBROOK WEST STREET PLYMOUTH PL10 1AA300005 MARK OF FRIENDSHIP, MILLBROOK NEW STREET PLYMOUTH PL10 1BY300263 STANDARD INN, TORPOINT 10 FORE STREET CORNWALL PL11 2AB201152 QUEENS ARMS, TORPOINT 5 KING STREET EAST CORNWALL PL11 2AS300004 INN ON THE SHORE, DOWNDERRY DOWNDERRY CORNWALL PL11 3JY300000 BOATMAN, SALTASH 3 OLD FERRY ROAD CORNWALL PL12 4EH300012 WATERSIDE, SALTASH TAMAR STREET PLYMOUTH PL12 4EL300010 SHIP INN, POLPERRO FORE STREET CORNWALL PL13 2QR300007 NOUGHTS AND CROSSES, POLPERRO LANSALLOS STREET CORNWALL PL13 2QU300011 THREE PILCHARDS, POLPERRO QUAY STREET CORNWALL PL13 2QZ203122 RAILWAY, LISKEARD BARN ST CORNWALL PL14 4BJ300018 OLD STAG, LISKEARD STATION ROAD CORNWALL PL14 4DA300016 NEWMARKET INN, LAUNCESTON 1 RACE HILL CORNWALL PL15 9BA300017 OLD CLINK, CALLINGTON 29 FORE STREET CORNWALL PL17 7AD300019 TAVISTOCK INN, TAVISTOCK 19 BROOK STREET DEVON PL19 0HD300015 DUKE OF YORK, TAVISTOCK 15 FORD STREET DEVON PL19 8DZ905979 BURRATOR INN, YELVERTON DOUSLAND YELVERTON PL20 6NP300014 DRAKE MANOR, YELVERTON THE VILLAGE DEVON PL20 7NA200638 LONDON INN, HORRABRIDGE 23 STATION ROAD YELVERTON PL20 7ST300022 HORSE & GROOM, BITTAFORD BITTAFORD DEVON PL21 0EL300013 EXETER INN, MODBURY CHURCH STREET DEVON PL21 0QR201150 DUKE OF CORNWALL, IVYBRIDGE 3 KEATON ROAD DEVON PL21 9DH300003 FISHERMANS ARMS, GOLANT GOLANT CORNWALL PL23 1LN203351 STAG INN, ST AUSTELL VICTORIA PLACE ST AUSTELL PL25 5PE203245 ROCK INN, ROCHE FORE STREET ST AUSTELL

CORNWALLPL26 8EP

203313 SHIP INN, WADEBRIDGE GONVENNA HILL WADEBRIDGE PL27 6DF128442 WHITE HART, BODMIN POOL STREET CORNWALL PL31 2HA300029 SWAN, NOSS MAYO PLYMOUTH PILLORY HILL PLYMOUTH PL8 1EE201159 WELLINGTON, OLD PORTSMOUTH 62 HIGH ST HANTS PO 1 2LY201158 TRAVELLERS JOY, PORTSMOUTH 253 MILTON ROAD HANTS PO 4 8PQ201156 GEORGE INN, HORNDEAN FINCHDEAN HANTS PO 8 0AU201160 WHEELWRIGHTS ARMS, HAVANT 27 EMSWORTH ROAD HANTS PO 9 2SN300442 ROYAL STANDARD, PORTSMOUTH 20 EDINBURGH ROAD PORTSMOUTH PO1 1DE300291 HAMPSHIRE BOULEVARD, PORTSMOUT 1 HAMPSHIRE TERRACE PORTSMOUTH PO1 2QF300432 MAGPIE, PORTSMOUTH 64-66 FRATTON ROAD PORTSMOUTH PO1 5BX300218 ROYAL SHADES, HAYLING ISLAND 29 SEA FRONT HAMPSHIRE PO11 0AH300299 WEST TOWN HOTEL, HAYLING ISLAN STATION ROAD HAMPSHIRE PO11 0EL300230 CLARENCE, GOSPORT 1 CLARENCE ROAD HAMPSHIRE PO12 1BB300290 JOLLY ROGER, GOSPORT 156 PRIORY ROAD GOSPORT PO12 4LQ300450 WYCHWAY INN, GOSPORT 163 WYCH LANE GOSPORT PO13 0NW300283 CARISBROOKE ARMS, GOSPORT 63 CARISBROOKE ROAD GOSPORT PO13 0QY300209 CROFTON, FAREHAM 48 CROFTON LANE FAREHAM PO14 3QF300231 WHITE HORSE, FAREHAM 44 NORTH WALLINGTON FAREHAM PO16 8TE300301 WHITE HART, PORCHESTER CASTLE STREET FAREHAM PO16 9QQ201155 ANGLESEY ARMS, HALNAKER STANE STREET CHICHESTER WEST

SUSSEXPO18 0NQ

300288 FOUR CHESTNUTS, CHICHESTER OVING ROAD CHICHESTER PO19 4EJ300438 PELHAM, PORTSMOUTH 78 CHICHESTER ROAD PORTSMOUTH PO2 0AH300294 PHOENIX, PORTSMOUTH 51-55 TORRINGTON ROAD PORTSMOUTH PO2 0TN300423 GEORGE & DRAGON, PORTSMOUTH 137 KINGSTON ROAD PORTSMOUTH PO2 7EB300232 WINCHESTER, PORTSMOUTH 99 WINCHESTER ROAD PORTSMOUTH PO2 7PS202424 BERESFORD, PORTSMOUTH 70 TWYFORD AVENUE PORTSMOUTH PO2 8DJ203129 PORTLAND ARMS, PORTSMOUTH STAMSHAW ROAD PORTSMOUTH PO2 8LX300292 OAKWOOD, PORTSMOUTH 190 NORTHERN PARADE PORTSMOUTH PO2 9LU

421

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201161 WILKES HEAD, EASTERGATE CHURCH LANE NR CHICHESTER

SUSSEXPO20 6UT

300229 BLACKSMITHS ARMS, CHICHESTER SELSEY ROAD CHICHESTER PO20 7PR201157 OLD HOUSE AT HOME, WEST WITTER CAKEHAM ROAD WEST WITTERING PO20 8AD300224 CASK/CRISPIN, NEWPORT IOW 8-10 CARISBROOK ROAD ISLE OF WIGHT PO30 1BL300222 PRINCE OF WALES, IOW 36 SOUTH STREET ISLE OF WIGHT PO30 1JE300410 THREE BISHOPS, BRIGHSTONE MAIN ROAD ISLE OF WIGHT PO30 4AH300464 RAILWAY MEDINA, NEWPORT IOW 1 SEA STREET ISLE OF WIGHT PO30 5BU300225 OLD STAG, NEWPORT IOW 2 COWES ROAD ISLE OF WIGHT PO30 5TW300221 PAINTERS ARMS, COWES IOW 51 CROSS STREET ISLE OF WIGHT PO31 7TY300223 SOLENT INN, RYDE IOW 7 MONKTON STREET ISLE OF WIGHT PO33 1JW202628 CROWN HOTEL, RYDE ST THOMAS SQUARE I.O.W PO33 2PJ202684 FALCON, RYDE 17 SWANMORE ROAD IOW PO33 2TG113695 PONDA ROSA, RYDE ASHEY ROAD ISLE OF WIGHT PO33 4BB300227 RAILWAY, RYDE IOW 68 ST JOHNS ROAD ISLE OF WIGHT PO33 5TW300220 OLDE VILLAGE, BEMBRIDGE IOW 61 HIGH STREET ISLE OF WIGHT PO35 5SF300228 OLD COMICAL, SANDOWN IOW 15 ST JOHNS ROAD ISLE OF WIGHT PO36 8EN300467 FLANAGANS, SANDOWN IOW 7 PIER STREET ISLE OF WIGHT PO36 8JS113693 BILLY BUNTERS, SHANKLIN 64 HIGH STREET ISLE OF WIGHT PO37 6JN122239 CHAPMANS, ISLE OF WIGHT HIGH STREET ISLE OF WIGHT PO38 1LZ300417 ROSE INN, VENTNOR 18 PIER STREET ISLE OF WIGHT PO38 1ST300226 CASK/TAVERNERS, IOW HIGH STREET ISLE OF WIGHT PO38 3HZ300392 STRAND BAR, SOUTHSEA 100-102 CLARENDON ROAD HAMPSHIRE PO4 0SD300445 SHEPHERD’S CROOK, PORTSMOUTH 107 GOLDSMITH AVENUE PORTSMOUTH PO4 8QZ300419 DEVONSHIRE ARMS, SOUTHSEA 29 DEVONSHIRE AVENUE PORTSMOUTH PO4 9EA202977 MARMION TAVERN, SOUTHSEA 20 MARMION ROAD HANTS PO5 2BA300215 CLARENDON, SOUTHSEA 80 CLARENDON ROAD HAMPSHIRE PO5 2PD300300 WHEELBARROW, SOUTHSEA 1 KENT ROAD SOUTHSEA PO5 3EG300434 NEW INN, DRAYTON 165 HAVANT ROAD PORTSMOUTH PO6 1EE300446 SWAN, PORTSMOUTH 40 HIGH STREET PORTSMOUTH PO6 3AG300451 WYMERING, PORTSMOUTH 113 MEDINA ROAD PORTSMOUTH PO6 3NH300297 SWAN INN, HAVANT JESSIE ROAD HAVANT PO9 3TH201571 CARDWELL ARMS, ADLINGTON CHORLEY RD LANCASHIRE PR 6 9LH202421 BELLE VIEW HOTEL, PRESTON 143 NEW HALL LANE PRESTON PR1 5PB202594 CONTINENTAL, RIVERSIDE SOUTH MEADOW LANE PRESTON PR1 8JP202740 FYLDE TAVERN, PRESTON FYLDE ROAD LANCS PR2 2NJ121063 WHEATSHEAF, INGLETON C/O HONEYCOMBE LEISURE PLC FULL WOOD,

PRESTONPR2 8JE

202757 GEORGE IV, LEYLAND 63 TOWNGATE LEYLAND PR25 2LR202741 GABLES, LEYLAND HOUGH LANE LEYLAND PR25 2SD202960 LORD NELSON, CROSTON OUT LANE PRESTON PR26 9HJ202798 GRAPES HOTEL, LANCASHIRE ST MICHEALS ON WYRE LANCASHIRE PR3 0TJ203452 SUN INN, CHIPPING 2 WINDY STREET NR PRESTON PR3 2GD202803 GREEN MAN, INGLEWHITE SILK MILL LANE PRESTON PR3 2LP202645 DERBY ARMS, THORNLEY LONGBRIDG CHIPPING ROAD PRESTON PR3 2NB203475 TALBOT ARMS, CHIPPING 5 TALBOT STREET NR PRESTON PR3 2QE202833 HAND & DAGGER, NR PRESTON SALWICK NR PRESTON PR4 0SA202644 DERBY ARMS, INSKIP CARRS GREEN PRESTON PR4 0TJ202579 COACH & HORSES, FRECKLETON PRESTON OLD ROAD NR PRESTON PR4 1PD202427 BIRLEY ARMS, WARTON BRYNING LANE PRESTON PR4 1TN203308 SHIP, ELSWICK HIGH STREET PRESTON PR4 3ZB203325 SMITHY, MUCH HOOLE LIVERPOOL OLD ROAD PRESTON PR4 4GB202442 BLACK HORSE HOTEL, MUCH HOOLE LIVERPOOL OLD ROAD MUCH HOOLE PR4 4RJ202773 GOLDEN BALL, LONGTOWN 150 LIVERPOOL ROAD PRESTON PR4 5AU202957 LONGTON ARMS, LONGTON LIVERPOOL OLD ROAD PRESTON PR4 5HA203253 BANGLA FUSION, MUCH HOOLE LIVERPOOL OLD ROAD PRESTON PR4 5JQ203557 WALMER BRIDGE, WALMER BRIDGE LIVERPOOL OLD ROAD PRESTON PR4 5QE202937 LEGH ARMS, MERE BROW TARLETON THE GRAVEL PRESTON PR4 6JX203060 OLD OAK INN, HOGHTON 143 HOGHTON LANE PRESTON PR5 0JE203588 WHITE BULL, WALTON LE DALE 109 VICTORIA ROAD PRESTON PR5 4BA

422

PunchOutletCode Outlet Name Address 1 Address 2 Postcode203501 TOP HOUSE (SHIFTY O’SHEAS), BA 122 STATION ROAD BAMBER BRIDGE PR5 6QP300369 SHEPHERDS ARMS, CHORLEY 38 EAVES LANE PRESTON PR6 0PX300367 ROYAL OAK HOTEL, CHORLEY 216 CHORLEY OLD ROAD CHORLEY PR6 7NA202407 BAY HORSE, HEATH CHARNOCK BABYLON LANE CHORLEY PR6 9ER203230 RIDGWAY ARMS, ADLINGTON 176 CHORLEY ROAD CHORLEY PR6 9LQ202479 BRIDGE, ADLINGTON 11 PARK ROAD CHORLEY PR7 4HZ203504 TRAVELLERS REST, EUXTON DAWBERS LANE CHORLEY LANCS PR7 6EG202583 BLUE ELEPHANT, SHAW GREEN SOUTHPORT ROAD EUXTON PR7 6EN202726 FOX & GOOSE, SOUTHPORT 8 CABLE STREET MERSEYSIDE PR9 0DF202940 LEO’S, SOUTHPORT 46 NEVILL STREET SOUTHPORT PR9 0DR113680 REUTERS, SOUTHPORT 26 HOGHTON STREET SOUTHPORT PR9 0PA201163 HORSE & GROOM, MORTIMER THE STREET READING BERKS RG 7 3SY201162 GREYHOUND, NR PANGBOURNE WHITCHURCH BERKS RG 8 7EL300426 HORSE & GROOM, HORSHAM 38 EAST STREET HORSHAM RG12 1HL203444 STARTING GATE(HORSE/GROOM), SP 75 BRUMMEL ROAD BERKS RG14 1SG300141 LAMB INN, HUNGERFORD CHARNHAM STREET HUNGERFORD RG17 0EP300167 NORTHUMBERLAND, READING 75 NORTHUMBERLAND AVENUE READING RG2 7PT905938 CROWN & HORNS, EAST ILSLEY COMPTON ROAD EAST ILSLEY RG20 7LH300189 BOUNTY INN, BASINGSTOKE 81 BOUNTY ROAD BASINGSTOKE RG21 3BZ300190 CASTLE, BASINGSTOKE 43 OLD READING ROAD BASINGSTOKE RG21 7JD300199 FOX & GOOSE, GREYWELL HOOK ROAD BASINGSTOKE RG25 1BY300138 FOX, NORTH WALTHAM NORTH WALTHAM BASINGSTOKE RG25 2BE300203 JOLLY FARMER, CLIDDESDEN CLIDDESDEN ROAD BASINGSTOKE RG25 2JL300137 DEANE GATE, BASINGSTOKE ANDOVER ROAD BASINGSTOKE RG25 3AX300147 WELLINGTON ARMS, BAUGHURST BAUGHURST STREET HAMPSHIRE RG26 5LP300188 BARLEY MOW, WINCHFIELD WINCHFIELD BASINGSTOKE RG27 8DE300196 CROWN, ODIHAM BASINGSTOKE ALTON ROAD HANTS RG29 1PH300289 FOX INN, CANE END READING ROAD READING RG4 9HE300159 THREE BREWERS, WOKINGHAM 3 BARKHAM ROAD WOKINGHAM RG41 2XR300158 RISING SUN, BURGHFIELD READING RAOD READING RG7 3QA202525 BUTT INN, ALDERMASTON STATION ROAD BERKS RG7 4LA201164 RED LION, THEALE 5 CHURCH STREET READING BERKS RG7 5BU201466 RAILWAY ARMS, MERSTHAM LONDON ROAD NORTH REDHILL RH 1 3BG201169 FALKLAND ARMS, DORKING 60 FALKLAND ROAD SURREY RH 4 3AD201173 ROYAL OAK, HOMBURY ST MARY FELDAY RD DORKING SURREY RH 5 6PF201166 ABINGER ARMS, ABINGER HAMMER DORKING ROAD DORKING SURREY RH 5 6RZ201170 GREYHOUND, LINGFIELD PLAISTOW STREET SURREY RH 7 6AU201171 HARE & HOUNDS, LINGFIELD COMMON ROAD SURREY RH 7 6BZ511292 WHEATSHEAF INN, OXTED 9/11 HIGH STREET OXTED RH 8 9LN300425 HEN & CHICKEN, HORSHAM WORTHING ROAD HORSHAM RH13 7BH112360 COCK INN, HAYWARDS HEATH NORTH COMMON ROAD HAYWARDS HEATH RH17 7RH201174 SKIMMINGTON CASTLE, REIGATE REIGATE HEATH SURREY RH2 8RL201172 NEW MOON, STORRINGTON HIGH STREET WEST SUSSEX RH20 4DR300248 WHITE HART, GRAYS KINGS WALK GRAYS RM17 6HR300245 RABBITS, ROMFORD STAPLEFORD ROAD ROMFORD RM4 1RP202149 VICTORIA, SHEFFIELD 203 GLEADLESS ROAD SHEFFIELD S 2 3AL201897 MEADOW STREET HOTEL, SHEFFIELD 110 MEADOW STREET SHEFFIELD S 3 7BQ202053 SHAKESPEARE, SHEFFIELD 146/8 GIBRALTAR STREET SHEFFIELD S 3 8UB201622 CROWN INN, SHEFFIELD 87/89 FORNCETT STREET SHEFFIELD S 4 7QG201518 BEELEY WOOD, SHEFFIELD 500 MIDDLEWOOD ROAD SHEFFIELD S 6 1TQ201981 QUEEN’S GROUND, SHEFFIELD 401 LANGSETT ROAD SHEFFIELD S 6 2LJ201890 MASONS ARMS, SHEFFIELD 270 LANGSETT ROAD SHEFFIELD S 6 2UE201183 FIRWOOD COTTAGE, SHEFFIELD 279 WHITEHOUSE LANE SOUTH YORKS S 6 2WA201948 PALM TREE, WALKLEY PALM STREET SHEFFIELD S 6 2XF201627 CROWN & GLOVE, STANNINGTON UPPERGATE RD SHEFFIELD S 6 6BY201185 MOUNT PLEASANT, SHEFFIELD 293 DERBYSHIRE LANE SOUTH YORKS S 8 8SG201186 STUMBLE INN, SHEFFIELD 436 ATTERCLIFFE ROAD SOUTH YORKS S 9 2FH202176 WENTWORTH HOUSE, SHEFFIELD 26 MILFORD STREET SHEFFIELD S 9 2LD201176 PRINCESS ROYAL, WOODHOUSE 680 RETFORD ROAD SOUTH YORKS S 13 9WG201681 GEORGE & DRAGON, HOLMESFIELD 2 MAIN RD SHEFFIELD S 18 7WT

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode202045 RUTLANDS ARMS, COWLEY BAR 96 MAIN ROAD HOLMESFIELD S 18 7WT201978 QUEEN HOTEL, MOSBOROUGH 135 HIGH STREET SHEFFIELD S 20 5AF201497 ALMA, MOSBOROUGH 76 SOUTH STREET SHEFFIELD S 20 5DF201178 CROWN, KILLAMARSH SHEFFIEL 1 ASHLEY LANE SOUTH YORKS S 21 1AB201181 STEELMELTERS ARMS, KILLAMARSH NETHERTHORPE LANE SOUTH YORKS S 21 1DA201909 NAGS HEAD, KILLAMARSH 2 WEST THORPE ROAD SHEFFIELD S 21 1EU201177 ANGEL HOTEL, SPINKHILL 26 COLLEGE ROAD DERBYSHIRE S 21 3YB201521 BIRD-IN-HAND, ECKINGTON 126 HIGH STREET SHEFFIELD S 21 4DR202083 SQUIRREL, DINNINGTON LAUGHTON ROAD SHEFFIELD S 25 2PT200156 DERWENTWATER ARMS, SHEFFIELD CALVER SHEFFIELD S 32 3XQ201584 CHEQUERS INN, NR SHEFFIELD FROGGATT EDGE NR SHEFFIELD S 32 3ZJ202178 WHARNCLIFFE ARMS, WHARNCLIFFE MAIN ROAD SHEFFIELD S 35 0DP201592 COCK, OUGHTIBRIDGE 5 BRIDGE HILL SHEFFIELD S 35 0FL201969 PRINCE OF WALES, CHAPELTOWN 80 BURNCROSS ROAD SHEFFIELD S 35 1SF201180 QUEENS HEAD INN, HIGH GREEN 12 WORTLEY ROAD SOUTH YORKS S 35 4LU201179 OLD CROWN, PENISTONE SHEF MARKET STREET SOUTH YORKS S 36 6BZ202130 TRAVELLERS INN, OXSPRING FOUR LANE ENDS PENISTONE S 36 8YJ201512 BARLEY MOW, CHESTERFIELD SALTERGATE CHESTERFIELD S 40 1JR202137 TRUMPETER, GRANGEWOOD FARM

ESTHAREHILL ROAD CHESTERFIELD S 40 2NG

201920 NEW INN, WINSICK 229 MANSFIELD ROAD HASLAND S 41 0JJ201610 CRICKETERS INN, NEWBOLD STAND ROAD CHESTERFIELD S 41 8SJ201632 DEVONSHIRE ARMS, NEWBOLD 17 OCCUPATION RD CHESTERFIELD S 41 8TH201952 PEACOCK INN, CUTTHORPE SCHOOL HILL CHESTERFIELD S 42 7AS202148 VICTORIA, STAVELEY LOWGATES CHESTERFIELD S 43 3TR201502 APOLLO, BARLBOROUGH HIGH STREET CHESTERFIELD S 43 4EY201499 ANCHOR INN, BOLSOVER MARKET PLACE CHESTERFIELD S 44 6PN201306 THREE HORSESHOES, SPITEWINTER MATLOCK ROAD NR CHESTERFIELD S 45 0LL202194 WHITE LION, ROTHERHAM COLLEGE ROAD ROTHERHAM S 60 1JE202142 TURNERS ARMS, HOLMES 53 PSALTERS LANE ROTHERHAM S 61 1DL202031 ROYAL GEORGE, HOLMES PITT STREET ROTHERHAM S 61 2LU202065 SHIP INN, GREASBOROUGH 6 MAIN STREET ROTHERHAM S 61 4PX201501 ANGEL, BOLTON-ON-DEARNE ANGEL STREET ROTHERHAM S 63 8NA201732 HORSE & GROOM, GOLDTHORPE BARNSLEY ROAD ROTHERHAM S 63 9NE201680 GEORGE & DRAGON, MEXBOROUGH 81 CHURCH ST MEXBOROUGH S 64 0HE201182 BULLS HEAD, MEXBOROUGH HIGH STREET SOUTH YORKS S 64 9AF201902 MONTAGU ARMS, MEXBOROUGH HIGH STREET MEXBOROUGH S 64 9AF202009 RED LION HOTEL, MEXBOROUGH 41 BANK STREET MEXBOROUGH S 64 9QD201569 BUTCHERS ARMS, BRAITHWELL 16 HIGH STREET ROTHERHAM S 66 7AW200618 DON JON, MALTBY HIGH STREET SOUTH YORKSHIRE S 66 8NA202025 ROSE & CROWN, WORSBOROUGH

COMM15 MOUNT VERNON ROAD BARNSLEY S 70 4DF

201971 PRINCE OF WALES, BARNSLEY ELDON STREET NORTH BARNSLEY S 71 1LQ202104 SUN INN, SOUTH HIENDLEY MAIN STREET BARNSLEY S 72 9BP201494 ALBION INN, HEMINGFIELD THE GREEN BARNSLEY S 73 0PT201564 BULLS HEAD, BRAMPTON BIERLOW KNOLLBECK LANE BARNSLEY S 73 0TU202080 SPORTSMAN INN, LOW VALLEY PITT STREET WOMBWELL S 73 8AR201503 ASH INN, WOMBWELL 105 WOMBWELL LANE BARNSLEY S 73 8EP201553 BRIDGE INN, DARFIELD 18 DONCASTER ROAD BARNSLEY S 73 9HH201968 POTTERS WHEEL, HOYLAND CLOUGHFIELD ROAD BARNSLEY S 74 0HR202040 ROYAL OAK, PLATTS COMMON 18 BARNSLEY ROAD BARNSLEY S 74 0NQ201652 FITZWILLIAM ARMS, ELSECAR HILL ST BARNSLEY S 74 8EL202064 SHIP INN, ELSECAR 88 WATH ROAD BARNSLEY S 74 8HJ201670 FURNACE INN, HOYLAND MILTON RD BARNSLEY S 74 9BG201972 PROSPECT TAVERN, HOYLAND 122 WEST STREET BARNSLEY S 74 9DU202077 SPENCERS ARMS, BARUGH GREEN BARUGH GREEN ROAD BARNSLEY S 75 1JT202032 ROYAL HOTEL, BARUGH GREEN BARNSLEY ROAD DARTON S 75 1LS201668 FRIENDSHIP INN, GAWBER REDBROOK ROAD BARNSLEY S 75 2RE202208 YORKSHIRE LASS, GAWBER REDBROOK ROAD BARNSLEY S 75 2RG202101 STRAFFORD ARMS, STAINBOROUGH PARK DRIVE BARNSLEY S 75 3EW

424

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201673 GATE INN, DODWORTH BARNSLEY RD BARNSLEY S 75 3JR202129 TRAVELLERS INN, DODWORTH 23 GREEN ROAD BARNSLEY S 75 3RR202006 RED LION, SILKSTONE 69 HIGH STREET BARNSLEY S 75 4JW202096 STATION INN, SILKSTONE COMMON 1 KNABBS LANE BARNSLEY S 75 4RB202026 ROSE & CROWN, DARTON BARNSLEY ROAD BARNSLEY S 75 5NQ201858 KINGS HEAD, MAPPLEWELL TOWNGATE BARNSLEY S 75 6AP202035 ROYAL OAK, WHITWELL BAKESTONE MOOR WORKSOP S 80 4QB300265 DOVE & RAINBOW, SHEFFIELD HARTS HEAD SHEFFIELD S1 2EL201738 HORSE & JOCKEY, UNSTONE 273 SHEFFIELD ROAD DRONFIELD S18 4DA202338 NAVIGATION, KILLAMARSH BRIDGE STREET SHEFFIELD S21 1AL300273 ROSEGARTH, SHEFFIELD ROSEGARTH AVENUE SHEFFIELD S26 2DB125938 POACHERS ARMS, HOPE 95 CASTLETON ROAD HOPE S33 6SB202346 PHOENIX, HIGH GREEN GREEN GATE LANE SHEFFIELD S35 3GS202155 VICTORIA, BRAMPTON 21/23 VICTORIA STREET WEST CHESTERFIELD S40 3QY203626 WINSICK ARMS, HASLAND MANSFIELD ROAD CHESTERFIELD

DERBYSHIRES41 0JH

202328 JOLLY FARMER, HOLMEWOOD HEATH ROAD CHESTERFIELD S42 5RB202307 ALBERT, WOODTHORPE 6 WOODTHORPE ROAD CHESTERFIELD S43 3BZ300356 CROSS KEYS, BOLSOVER TOWN END CHESTERFIELD S44 6DT300337 ELM TREE INN, CHESTERFIELD 50 HIGH STREET CHESTERFIELD S45 9EE300466 BASSETT, SHEFFIELD 17 COWPER AVENUE SHEFFIELD S6 1AG202050 SCARBOROUGH ARMS, SHEFFIELD 34 ADDY STREET SHEFFIELD S6 3FU201997 RED HOUSE, WEST MELTON MELTON GREEN ROTHERHAM S63 6AB203284 RUSTY DUDLEY, GOLDTHORPE 43-45 DONCASTER ROAD ROTHERHAM S63 9AJ202393 ARDSLEY LODGE, STAIRFOOT DONCASTER ROAD ARDSLEY S70 3PE202318 CUTTING EDGE, WORSBOROUGH DALE CUTTING BANK EDGE ROAD BARNSLEY S70 4AF300411 PRINCE OF WALES, BARNSLEY HIGHSTONE ROAD BARNSLEY S70 4DX126115 COCK INN, BIRDWELL PILLEY HILL BARNSLEY S70 5UD300406 PORTERS, BARNSLEY 17 MILTON ROAD BARNSLEY S74 9AU300395 NEWCASTLE ARMS, WORKSOP 88 CARLTON ROAD WORKSOP S80 1PS300267 GREYHOUND HOTEL, WORKSOP CAVENDISH ROAD WORKSOP S80 2TP131310 ELM TREE, ELMTON ELMTON NOTTS S80 4LS300262 RED DRAGON, ABERAVON MOORLAND ROAD ABERAVON SA12 6LR300083 CROWN, LOWER BRYNAMMEN 27 PARK STREET DYFED SA18 1TF300088 FAMOUS BEAR, SWANSEA 690 MUMBLES ROAD SWANSEA SA3 4EE201415 DOG HOUSE, LONDON 293 KENNINGTON ROAD LONDON SE11 6BY898592 BAR ROOM BAR (TANKARD), LONDO 111 KENNINGTON ROAD LONDON SE11 6SF201444 HUNTSMAN & HOUND, LONDON 70 ELSTED STREET LONDON SE17 1QX201453 MARKET TAVERN, LONDON 201 MAPLE ROAD LONDON SE20 8HU202784 GOLDEN LION, PENGE 61 MAPLE ROAD PENGE SE20 8LA300452 PORTMANOR, LONDON PORTLAND ROAD LONDON SE25 4UF201302 GLADSTONE, SOUTH NORWOOD 167 PORTLAND ROAD LONDON SE25 4UY300310 SHIP, SOUTH NORWOOD 55 HIGH STREET LONDON SE25 6EF200565 MOTTE & BAILY, PIRTON 1 GREAT GREEN NR HITCHEN SG 5 3QD201190 BULL INN, MUCH HADHAM HIGH STREET HERTS SG10 6BU200544 CATHERINE WHEEL, GRAVESEND PELHAM ROAD ALBURY NR WARE SG11 2LW203328 SOW & PIGS, WARE THUNDERIDGE HERTS SG12 0ST201188 ANGEL, WARE 54 STAR STREET HERTS SG12 7AQ300394 HIGH OAK, WARE 26 HIGH OAK ROAD HERTFORDSHIRE SG12 7PD201194 RED LION, STANSTEAD ABBOTS HIGH STREET NEAR WARE HERTS SG12 8AA201191 CROWN, HUNSDON 8 HIGH STREET NR WARE HERTS SG12 8NZ203554 WAGGON & HORSES, GREAT AMWEL PEPPERMILL WARE SG12 9RQ201195 SARACENS HEAD, HERTFORD 45 WARE ROAD HERTS SG13 7EB201193 JOLLY PINDAR HOTEL, HERTFORD H LONDON ROAD HERTS SG13 7PW202414 BEEHIVE, NR LITTLE BERKHAMPSTE EPPING GREEN HERTS SG13 8NB201192 CROWN, NR HERTFORD NEWGATE STREET VILLAGE HERTS SG13 8RA203496 THREE TUNS, HERTFORD 34 ST ANDREWS STREET HERTS SG14 1JA202446 BLACK SWAN, SHEFFORD HIGH STREET BEDFORDSHIRE SG17 5DD201189 BOOT, KIMPTON NR HITCHIN 64 HIGH STREET HERTS SG4 8TP130939 PEAR TREE 61 NORTH END BASSINGBOURN SG8 5NZ

425

PunchOutletCode Outlet Name Address 1 Address 2 Postcode113698 CHEQUERS, ORWELL 22 TOWN GREEN ROAD ORWELL SG8 5QL122940 JOLLY SAILOR, BUNTINGFORD 2 STATION ROAD HERTS SG9 9HU203189 RAILWAY INN, BUNTINGFORD 1 LONDON ROAD HERTS SG9 9JJ202115 THATCHED HOUSE, STOCKPORT 74 CHURCHGATE CHESHIRE SK 1 1YJ201623 CROWN INN, STOCKPORT 14 HIGHER HILLGATE CHESHIRE SK 1 3ER201872 LITTLE JACK HORNERS, STOCKPORT 28 LORD STREET CHESHIRE SK 1 3NA202182 WHEATSHEAF, STOCKPORT 205 HIGHER HILLGATE CHESHIRE SK 1 3RB201747 JOLLY CROFTER, STOCKPORT 15 CASTLE STREET CHESHIRE SK 3 9AB200826 GREY HORSE, ROMILEY 51 STOCKPORT ROAD STOCKPORT SK 6 3AA201737 HORSE & JOCKEY, HAZEL GROVE 201 LONDON ROAD STOCKPORT SK 7 4HJ203449 STOCKPORT ARMS, STOCKPORT 25 ST PETERSGATE CHESHIRE SK1 1EB203535 VICTORIA, STOCKPORT 125 HALL STREET STOCKPORT SK1 4HE202982 TOWN HOUSE, MACCLESFIELD 13 KING EDWARD STREET CHESHIRE SK10 1AQ203115 PLOUGH INN, MACCLESFIELD 32 PRESTBURY ROAD MACCLESFIELD SK10 1AU202717 FLOWER POT, MACCLESFIELD HURDSFIELD ROAD MACCLESFIELD SK10 2PY203008 MULBERRY BUSH, MACCLESFIELD 2 CARISBROOK AVENUE CHESHIRE SK10 2RW203080 PACKHORSE, BROCKEN CROSS BROCKEN CROSS NR MACCLESFIELD SK10 3LG202958 LORD CLYDE, BOLLINGTON 36 CLARKE LANE NR MACCLESFIELD SK10 5AH203553 WAGGON & HORSES, BOLLINGTON 127 WELLINGTON ROAD MACCLESFIELD SK10 5HT203332 SPINNERS ARMS, BOLLINGTON 76 PALMERSTONE STREET NR MACCLESFIELD SK10 5PW201605 COTTON TREE, BOLLINGTON 3-5 INGERSLEY ROAD NR. MACCLESFIELD SK10 5RE203243 ROBIN HOOD, RAINOW CHAPEL BROW MACCLESFIELD SK10 5XE202561 CHURCH HOUSE, SUTTON CHURCH LANE MACCLESFIELD SK11 0DS202721 FOOLS NOOK INN, SUTTON LEEK RD MACCLESFIELD SK11 0JF203150 QUEENS ARMS, BOSLEY LEEK ROAD NR MACCLEDFIELD SK11 0NX202367 LOUNGE, CHESHIRE PICKFORD STREET CHESHIRE SK11 6JD201445 JOLLY SAILOR, MACCLESFIELD 60 SUNDERLAND STREET CHESHIRE SK11 6JL203610 WHITE LION, MACCLESFIELD 105 MILL STREET CHESHIRE SK11 6NN202629 CROWN INN, MACCLESFIELD BOND STREET CHESHIRE SK11 6QS203124 PORTERS (PRINCE OF WALES), MAC MACCLESFIELD CHESHIRE SK11 6UT202416 BEEHIVE, MACCLESFIELD 262 BLACK ROAD CHESHIRE SK11 7JY202558 CHESTER ROAD TAVERN, MACCLESFI CHESTER ROAD CHESHIRE SK11 8DG202885 IVY LEAF, MACCLESFIELD 108 IVY LANE CHESHIRE SK11 8NA202521 BULLS HEAD INN, POYNTON 115 LONDON ROAD NORTH POYNTON SK12 1AG119698 POYNTON WINE BAR, POYNTON 42 PARK LANE POYNTON SK12 1RE202456 BOARS HEAD, POYNTON SHRIGLEY ROAD NORTH CHESHIRE SK12 1TE201491 ALBERT HOTEL, DISLEY 75 BUXTON ROAD STOCKPORT SK12 2HA201500 ANCHOR INN, HADFIELD HADFIELD ROAD HYDE SK13 1NR203333 SPINNERS ARMS, HADFIELD MARSDEN STREET VIA HYDE SK13 2DP203360 STAR INN, GLOSSOP 2 HOWARD ST DERBYSHIRE SK13 7DD113588 GEORGE HOTEL, GLOSSOP 34 NORFOLK STREET GLOSSOP SK13 7QU200610 GREEK TAVERNA, OLD GLOSSOP WELLGATE DERBYS SK13 7RS300376 QUEENS ARMS, OLD GLOSSOP 1 SHEPLEY STREET DERBYSHIRE SK13 7RZ300303 DROVERS ARMS, GLOSSOP 18 CHARLESTOWN GLOSSOP SK13 8LD201474 ROYAL OAK, GLOSSOP SHEFFIELD ROAD GLOSSOP SK13 8QY202555 CHESHIRE CHEESE, HYDE 138 MARKET STREET CHESHIRE SK14 1EX203305 SHEPHERD’S CALL, HYDE 216 MARKET STREET CHESHIRE SK14 1HB203175 RAILWAY, NEWTON MOOR 29 COMMERCIAL BROW HYDE SK14 2JR203573 WERNETH HOTEL, GEE CROSS 151 STOCKPORT ROAD HYDE SK14 5RA201689 GODLEY HALL, HYDE C/O CHARLES PATRICK INNS, 36

CHURCH BROWCHESHIRE SK14 6JJ

202024 BAR LIQUID, STALYBRIDGE MARKET STREET STALYBRIDGE SK15 2AL202516 BULLS HEAD, STALYBRIDGE 4 KNOWL STREET CHESHIRE SK15 3AJ202737 FRIENDSHIP INN, DUKINFIELD 18 CONCORD WAY DUKINFIELD SK16 4DB202949 LISTONS, DUKINFIELD 39 CHEETHAM HILL ROAD DUKINFIELD SK16 5JL201196 DEVONSHIRE ARMS, HARTINGTON MARKET PLACE DERBYS SK17 0AL200573 BLAZING RAG, BUXTON 103-107 LONDON ROAD DERBYS SK17 9NT203630 WRIGHTS ARMS, OFFERTON 198 MARPLE ROAD OFFERTON SK2 5EU202910 KINGS ARMS, CHAPEL EN LE FRITH MARKET PLACE CHAPEL EN LE FRITH SK23 0EN116125 TWIN BEAKS CHAPEL EN LE FRITH 29 MARKET STREET CHAPEL EN LE FRITH SK23 0HP

426

PunchOutletCode Outlet Name Address 1 Address 2 Postcode203599 WHITE HORSE, WHALEY BRIDGE BUXTON ROAD HIGH PEAK SK23 7HX201698 GOYT INN, WHALEY BRIDGE BRIDGE STREET STOCKPORT SK23 7LR203018 NAVIGATION INN, WHALEY BRIDGE JOHNSTON STREET STOCKPORT SK23 7LU130023 SOLDIER DICK BUXTON ROAD HIGH PEAK SK23 7PH202592 COMFORTABLE GILL, STOCKPORT 34 KING STREET WEST CHESHIRE SK3 0DY203319 SIR ROBERT PEEL HOTEL, EDGELEY 83 CASTLE STREET STOCKPORT SK3 9AR202810 GREYHOUND, EDGELEY BOWDEN STREET STOCKPORT SK3 9HG203181 RAILWAY, NORTH STOCKPORT 74-76 WELLINGTON ROAD

NORTHNORTH STOCKPORT SK4 1HF

202794 GRAPES, HEATON NORRIS 2 QUANTOCK CLOSE STOCKPORT SK4 1LF202807 GREY HORSE, HEATON NORRIS 89 OLD ROAD STOCKPORT SK4 1TE203489 THREE CROWNS, HEATON NORRIS MANCHESTER ROAD STOCKPORT SK4 1TN202692 FARMERS ARMS, STOCKPORT BRINNINGTON STOCKPORT SK5 8HX202164 WAGGON & HORSES, WOODLEY 85 HYDE ROAD STOCKPORT SK6 1QG202633 CROWN INN, BREDBURY STOCKPORT ROAD STOCKPORT SK6 2AA202517 BULLS HEAD, HIGH LANE 28 BUXTON ROAD STOCKPORT SK6 8BH202809 GREYHOUND, CHEADLE HULME LADYBRIDGE ROAD CHEADLE HULME SK8 5PL202736 FREEMASONS ARMS, HANDFORTH 88 WILMSLOW ROAD WILMSLOW SK9 3EW202696 FARMERS ARMS, WILMSLOW CHAPEL LANE CHESHIRE SK9 5JH202874 HORSE & JOCKEY, WILMSLOW DAVENPORT GREEN CHESHIRE SK9 6EG203266 ROYAL OAK, ALDERLEY EDGE HEYES LANE CHESHIRE SK9 7JY203352 STAGS HEAD, GREAT WARFORD MILL LANE GREAT WARFORD SK9 7TY201197 BULL, IVER 7 HIGH ST BUCKS SL 0 9ND201198 GREYHOUND, SLOUGH 112 ALBERT STREET BERKSHIRE SL 1 2AY201202 RED LION, NR WINDSOR OAKLEY GREEN BERKS SL 4 4PZ201200 QUEENS HEAD, WATER OAKLEY WINDSOR ROAD NR WINDSOR BERKS SL 4 5UJ201201 QUEENS HEAD, LITTLE MARLOW MA POUND LANE CHURCH ROAD BUCKS SL 7 3RZ300154 RED LION, COLNBROOK HIGH STREET SLOUGH SL3 0LX300156 OLD GEORGE, COLNBROOK HIGH STREET BERKSHIRE SL3 0LX300153 MORNING STAR, DATCHET THE GREEN SLOUGH SL3 9BJ300152 JOLLY GARDENERS, OLD WINDSOR 92 ST LUKES ROAD BERKSHIRE SL4 2QJ202617 CROOKED BILLET, LITTLE MARLOW SHEEPRIDGE LANE BUCKS SL7 3SG202746 GARIBALDI, BOURNE END HEDSOR ROAD BUCKS SL8 5EE300319 ANGEL, SUTTON 77 ANGEL HILL SURREY SM1 3EH201203 BARRINGTON ARMS, SHRIVENHAM 25 HIGH STREET WILTS SN 6 8AN203167 QUEENS TAP, SWINDON 74 STATION ROAD SWINDON SN1 1DG300144 ROARING DONKEY, SWINDON 6 ALBERT STREET SWINDON SN1 3HJ300142 PRINCE OF WALES, SWINDON 8-9 UNION STREET SWINDON SN1 3LD300165 FOUR SEASONS, DEVIZES 13 HIGH STREET DEVIZES SN10 1AT300166 STAGE POST, WEST LAVINGTON 9 HIGH STREET DEVIZES SN10 4HQ300125 BLACK HORSE, CHERHILL MAIN ROAD CALNE SN11 8UT300150 BUDS II, MELKSHAM 1 LOWBOURNE WILTSHIRE SN12 7DZ300115 FOX & HOUNDS, COLERNE 9 HIGH STREET CHIPPENHAM SN14 8DB300129 NEW INN, CHIPPENHAM 25 NEW ROAD CHIPPENHAM SN15 1HS300136 CARRIERS, SOUTH MARSTON HIGHWORTH ROAD SWINDON SN3 4SE300146 SUN, LIDDINGTON 41 PURLEY ROAD SWINDON SN4 0HA300139 GHOST TRAIN, PURTON NEW ROAD SWINDON SN5 4HF300130 NINE ELMS, SHAW OLD SHAW LANE SWINDON SN5 9PH300143 RED LION, CASTLE EATON THE STREET SWINDON SN6 6JZ300140 HORSE & JOCKEY, ASHTON KEYNES 15 GOSDITCH STREET SWINDON SN6 6NZ300148 WHITE LION, CRICKLADE 50 HIGH STREET SWINDON SN6 6QB300145 ROSE & CROWN, HIGHWORTH 19 THE GREEN SWINDON SN6 7DB300134 BARGE, HONEYSTREET PEWSEY HONEYSTREET PEWSEY SN9 5PS200557 ANCHOR, SOUTHAMPTON 76 EAST STREET HAMPSHIRE SO14 3HQ300407 CHAPEL ARMS, SOUTHAMPTON 40 ALBERT ROAD NORTH SOUTHAMPTON SO14 5GB203262 GATE HOUSE, SOUTHAMPTON 14 PADWELL ROAD HAMPSHIRE SO14 6QZ202711 FITZHUGH ALE HSE(CORNER POST), 81 MILTON ROAD HANTS SO15 2JD203448 STILE INN, SHIRLEY 224 SHIRLEY ROAD SOUTHAMPTON

HAMPSHIRESO15 3FL

202662 DRUMMOND ARMS, PORTSWOOD 56 SOMERSET ROAD SOUTHAMPTON SO17 3AA

427

PunchOutletCode Outlet Name Address 1 Address 2 Postcode300280 BITTERN, SOUTHAMPTON 26-28 THORNHILL PARK ROAD SOUTHAMPTON SO18 5TQ300217 MERRY OAK, SOUTHAMPTON SPRING ROAD SOUTHAMPTON SO19 2BN202971 MANOR HOUSE, WOOLSTON 8 SWANAGE CLOSE SOUTHAMPTON SO19 2EW300212 EARL OF LOCKSLEY, SHOLING 20 SOUTHEAST ROAD SOUTHAMPTON SO19 8TQ300201 GREYHOUND, STOCKBRIDGE 31 HIGH STREET HAMPSHIRE SO20 6EY202625 CROWN, STOCKBRIDGE ROMSEY ROAD STOCKBRIDGE SO20 6PW300287 CROWN INN, BISHOP WALTHAM THE SQUARE SOUTHAMPTON SO23 1AF203237 RISING SUN, SWANMORE HILL POUND SOUTHAMPTON SO32 2PS300421 ELEPHANT & CASTLE, SOUTHAMPTO 40 COMMERCIAL ROAD SOUTHAMPTON SO40 3AG300437 PEG & PARROT, TOTTON 44 RUMBRIDGE STREET SOUTHAMPTON SO40 4DS300448 WHITE HORSE, SOUTHAMPTON MAIN ROAD SOUTHAMPTON SO40 4US203201 NEW INN, HOUNSDOWN MAIN ROAD TOTTON SO40 7EP300427 KING RUFUS, SOUTHAMPTON ELING HILL SOUTHAMPTON SO40 9HE300447 SWAN INN, SOUTHAMPTON 4 HIGH STREET SOUTHAMPTON SO40 9HN300440 RED LION, MILFORD ON SEA 32 HIGH STREET HAMPSHIRE SO41 0QD113692 FILLY INN, BROCKENHURST LYMINGTON ROAD BROCKENHURST SO42 7UF300424 HAMPSHIRE YEOMAN, SOUTHAMPTON HAMPTON LANE SOUTHAMPTON SO45 1XA300430 LANGLEY TAVERN, SOUTHAMPTON LEPE ROAD SOUTHAMPTON SO45 1XR300433 MALT & HOPS, SOUTHAMPTON 43-45 SOUTH STREET SOUTHAMPTON SO45 6EA300420 DOG & CROOK, ROMSEY CROOK HILL ROMSEY SO51 0QB202428 BISHOPS BLAIZE INN, ROMSEY WINCHESTER ROAD SOUTHAMPTON

HANTSSO51 8AA

300449 WILLIAM IV, ROMSEY 45 LATIMER STREET ROMSEY SO51 8DF300431 LA PARISIENNE, ROMSEY 21 BELL STREET ROMSEY SO51 8GY300360 HILTONBURY FARMHSE, EASTLEIGH NORTH MILLERS DALE EASTLEIGH SO53 1SZ300135 BISHOP BLAIZE, ANDOVER 11 NEW STREET HANTS SP10 1DP202841 HARE & HOUNDS, HATHERDEN CHARLTON DOWN ANDOVER SP11 0JA203604 WHITE LION, WHERWELL WINCHESTER ROAD ANDOVER

HAMPSHIRESP11 7JF

300214 GREYHOUND, WILTON SALISBURY 4 MARKET PLACE SALISBURY SP2 0HT202871 HORSE & GROOM, SAILSBURY WILTON RD WILTSHIRE SP2 7ES300198 ALE & CIDER PRESS, S/BURY 44 FISHERTON STREET SALISBURY SP2 7RB300293 PHEASANT, SALISBURY LONDON ROAD SALISBURY SP5 1BN300219 KINGS HEAD, REDLYNCH THE ROW SALISBURY SP5 2JT201568 BURTON HOUSE, BOROUGH ROAD SAVILLE PLACE SUNDERLAND SR 1 1PA201907 MUSEUM VAULTS, SUNDERLAND SILKSWORTH ROW TYNE & WEAR SR 1 3QJ201861 LABURNUM COTTAGE, HENDON ROBINSON TERRACE SUNDERLAND SR 2 8PB202146 VANE ARMS, SILKSWORTH SILKSWORTH TERRACE SUNDERLAND SR 3 1EJ201752 JOLLY POTTER, SOUTH HYLTON RAILWAY TERRACE SUNDERLAND SR 4 0PZ202049 SALTGRASS, DEPTFORD AYRES QUAY SUNDERLAND SR 4 6BY201706 GRINDON MILL, GRINDON THE BROADWAY SUNDERLAND SR 4 8HB201595 COLLIERY TAVERN, SOUTHWICK SOUTHWICK ROAD SUNDERLAND SR 5 1EQ202068 SHIPWRIGHTS, SUNDERLAND NORTH HYLTON TYNE & WEAR SR 5 3HW201740 HOWARD ARMS, ROKER 183 ROKER AVENUE SUNDERLAND SR 6 0BS201405 CAMBRIDGE HOTEL, SUNDERLAND 88 FULWELL ROAD TYNE & WEAR SR 6 0JB200059 TAYLORS, SUNDERLAND DOVEDALE ROAD TYNE AND WEAR SR 6 8LS201956 PHOENIX, SEAHAM STOCKTON ROAD CO. DURHAM SR 7 0JH200070 TIMES INN, DALTON LE DALE STOCKTON ROAD CO DURHAM SR 7 8QA200067 ROYAL GEORGE INN, PETERLEE OLD SHOTTON CO DURHAM SR 8 2ND201889 MASONS ARMS, PETERLEE EASINGTON VILLAGE CO. DURHAM SR 8 3BQ300366 RAILWAY, SUNDERLAND 1 WESTBURY STREET SUNDERLAND SR4 6EF300460 HALFWAY HOUSE, SUNDERLAND 133 SOUTHWICK ROAD SUNDERLAND SR5 1SP201493 ALBION, SOUTHWICK SOUTHWICK ROAD SUNDERLAND SR5 2AA300269 MALLARD, SEAHAM STOCKTON ROAD SEAHAM SR7 8EP201860 KNARESBROUGH, MURTON WILLIAMS ROAD SEAHAM SR7 9RH200546 ANCHOR, CANEWDON HIGH STREET ROCHFORD SS 4 3QA300239 GREAT CHALVEDON HALL, PITSEA OFF RECTORY ROAD ESSEX SS13 2AN201216 MASONS ARMS, FAR GREEN HANLE DILKE STREET STOKE ON TRENT

STAFFSST 1 2LJ

201204 BOTTESLOW ARMS, HANLEY STOKE- LEEK ROAD STAFFS ST 1 3HQ

428

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201223 OLD RENDEVOUS, ETRURIA 67 ETRURIA OLD ROAD STAFFS ST 1 5PE201205 BEVERLEY, BENTILEE STOKE BEVERLEY DRIVE STAFFS ST 2 0NA201228 SIGNALMAN, LONGTON STOK PARAGON ROAD STAFFS ST 3 1JE200608 NEW PENNY, FENTON GOLDENHILL ROAD STOKE ON TRENT ST 4 3DP201219 OLD HOUSE AT HOME, HARTSHILL HARTSHILL ROAD STOKE ON TRENT ST 4 6AF201212 FORGE, KNUTTON NEWCASTL KNUTTON LANE STAFFS ST 5 6ET201684 GLOBE, SILVERDALE 53 HIGH STREET NEWCASTLE-UNDER-

LYNEST 5 6NG

201206 BLACK HORSE INN, CHESTERTON SUTTON STREET STAFFS ST 5 7JH201214 GOOSE, BURSLEM HAYWOOD ROAD STOKE ON TRENT ST 6 7AH201224 ROSE & CROWN, BROWN EDGE S HILL TOP STAFFS ST 6 8TX114057 SKYLARK, TALKE PITS JAMAGE ROAD TALKE PITS ST 7 1QD200581 DEVONSHIRE ARMS, ALSAGER SHADY GROVE CHESHIRE ST 7 2NH201232 YEOMAN, ALSAGER STOKE-O AUDLEY ROAD STAFFS ST 7 2QL201229 SWAN INN, BIDDULPH STOKE 39 HIGH STREET STAFFS ST 8 6AD201208 CROWN & CUSHION, BIDDULPH HIGH STREET STAFFS ST 8 6AS201217 NELSON INN, BROWN LEES STO 118 BROWN LEES ROAD STAFFS ST 8 6PW201213 GARDENERS REST, BRINDLEY FORD FISHER STREET STAFFS ST 8 7QJ201222 POWYS ARMS, STOKE ON TRENT WETLEY ROCKS STAFFS ST 9 0BA201231 WHEEL, STOKE-ON-TRENT LONGSDON STAFFS ST 9 9QF203526 VICTORIA, HANLEY VICTORIA SQUARE STOKE ON TRENT ST1 4JH202861 HOLDEN BRIDGE, SNEYD GREEN LEEK NEW ROAD STOKE ON TRENT ST1 6EJ202110 TALBOT INN, CHEADLE WATT PLACE STOKE ON TRENT ST10 1NY201209 CRICKETERS ARMS, OAKAMOOR THE SQUARE STAFFS ST10 3AB113691 DRAYCOTT ARMS, DRAYCOTT CHEADLE ROAD STAFFORDSHIRE ST11 9RQ900537 PLUME OF FEATHERS, BARLASTON STATION ROAD BARLASTON ST12 9DH202327 HOPE & ANCHOR, UTTOXETER 83 HIGH STREET STAFFS ST14 7JJ201221 PLOUGH, UTTOXETER STAFFORD ROAD BLOUNTS

GREENSTAFFS ST14 8DR

201218 OLD STAR, UTTOXETER QUEEN STREET STAFFS ST14 8HJ201211 DOG & PARTRIDGE, MARCHINGTON CHURCH LANE STAFFS ST14 8LJ201226 RAILWAY INN, STAFFORD 23 CASTLE STREET STAFFS ST16 2EB201215 KINGS ARMS, STAFFORD 12 PEEL TERRACE STAFFS ST16 3HD201220 BEAR & PHEASANT, STAFFORD 15/16 FRIARS TERRACE STAFFS ST17 4AU201210 SPITTAL BROOK, STAFFORD 106 LICHFIELD ROAD STAFFS ST17 4LP115265 PLOUGH INN, AMERTON AMERTON STOWE BY CHARTLEY ST18 9LA201227 RAILWAY INN, PENKRIDGE CLAY STREET STAFFS ST19 5AF201912 NAVIGATION INN, GNOSALL NEWPORT ROAD STAFFORD ST20 0BN200547 COCK, WOODSEAVES NEWPORT ROAD STAFFORD ST20 0NP202540 CASTLE MONA INN, NEWCASTLE UND VICTORIA STREET STAFFORDSHIRE ST5 1NT202543 CAVALIER HOTEL, BRADWELL ESTAT RICEYMAN ROAD NEWCASTLE U LYME ST5 8LH202853 HEMPSTALLS INN, NEWCASTLE UNDE HEMPSTALLS LANE NEWCASTLE UNDER

LYMEST5 9NR

113690 RIFLEMAN INN, ACRES NOOK ACRES NOOK STOKE ON TRENT ST6 4QL202985 MERE INN, ALSAGER 56 CREWE ROAD ALSAGER ST7 2ET300468 DOG & PARTRIDGE, STOKE 508 TURNHURST ROAD STOKE ST7 4QF300272 POTTERS LODGE, STOKE ON TRENT NANTWICH ROAD STOKE ON TRENT ST7 8DY200561 WINDSOR ARMS, CLAPHAM STONHOUSE STREET LONDON SW 4 6BJ897179 BAR ROOM BAR CLOCKHOUSE, BATT 441 BATTERSEA PARK ROAD BATTERSEA SW11 4LR901662 MONTAGUE ARMS, ROEHAMPTON 3 MEDFIELD STREET ROEHAMPTON SW15 4JY300244 PUMP HOUSE, LONDON 99 RYLESTON ROAD LONDON SW6 7SW300237 DEW DROP, LONDON 56-58 STEWART ROAD LONDON SW8 4DE201235 CROWN & SCEPTRE, SHREWSBURY MINSTERLEY SHROPSHIRE SY 5 0BA201237 GEORGE INN, LUDLOW CASTLE SQUARE SHROPSHIRE SY 8 1AT201233 BLUE BOAR, LUDLOW MILL STREET SHROPSHIRE SY 8 1BG201236 COMPASSES INN, LUDLOW 1 CORVE STREET SHROPSHIRE SY 8 1DA201234 BRIDGE, LUDLOW CORVE STREET SHROPSHIRE SY 8 1DX200627 KINGS HEAD, BISHOPS CASTLE 48 CHURCH ST SHROPSHIRE SY 9 5AA203641 YORKSHIRE HOUSE, SHREWSBURY ST MARYS PLACE SHROPSHIRE SY1 1DX202496 BRITANNIA INN, SHREWSBURY CASTLE FOREGATE SHROPSHIRE SY1 2EJ

429

PunchOutletCode Outlet Name Address 1 Address 2 Postcode203481 TELEGRAPH, CASTLEFIELDS 16 NEW PARK STREET SHREWSBURY SY1 2LD202384 ANCHOR, SHREWSBURY GLOUCESTER ROAD SHREWSBURY SY1 3PR202660 DRILL INN, OSWESTRY MORDA SHROPSHIRE SY10 9NY203636 YE OLDE WHITE LION, OSWESTRY WILLOW STREET SHROPSHIRE SY11 1BH203225 RED LION HOTEL, OSWESTRY BAILEY HEAD SHROPSHIRE SY11 1PZ203111 PLOUGH HOTEL, OSWESTRY BEATRICE STREET SHROPSHIRE SY11 1QE203186 RAILWAY HOTEL, ELLESMERE CROSS STREET SHROPSHIRE SY12 0AW203468 SWAN INN, ELLESMERE CROSS STREET SHROPSHIRE SY12 0AW202975 MARKET HOTEL, ELLESMERE SCOTLAND STREET SHROPSHIRE SY12 0EG203455 SUN INN, ELLESMERE WELSHAMPTON SHROPSHIRE SY12 0PH202430 BLACK BEAR, WHITCHURCH HIGH STREET WHITCHURCH SY13 1AZ201996 RED COW, WHITCHURCH PEPPER STREET SHROPSHIRE SY13 1BG202519 BULLS HEAD, WHITCHURCH WATERGATE STREET WHITCHURCH SY13 1DP203172 RAILWAY, GREEN END TALBOT STREET WHITCHURCH SY13 1PU202508 BULL & DOG, WHITCHURCH COTON SHROPSHIRE SY13 2RA202385 ANCIENT BRITON, WHITCHURCH OLD WOODHOUSES WHITCHURCH SY13 4AQ202530 CARDEN ARMS, MALPAS TILSTON MALPAS SY14 7HH203025 NEW INN, NR MALPAS HAMPTON NR MALPAS SY14 8JH122939 QUEENS HEAD, NEWTOWN POOL ROAD POWYS SY16 1DG202719 FLYING SHUTTLE, LLANIDLOES ROA VAYNOR EST NEWTOWN SY16 1HL202943 LION, NEWTOWN SHORT BRIDGE STREET POWYS SY16 2LR202387 ANGEL, NEWTOWN HIGH STREET NEWTOWN SY16 2NX203022 NEW INN, POWYS BETTWS POWYS SY16 3DS202855 HERBERT ARMS, POWYS KERRY POWYS SY16 4NU122882 STAG, LLANIDLOES 15 GREAT OAK STREET LLANIDLOES SY18 6BU300090 DUN COW PIE SP, SHREWSBURY 171 ABBEY FOREGATE SHREWSBURY SY2 6AL203576 WESTWOOD PARK HOTEL,

WELSHPOOLSHREWSBURY ROAD POWYS SY21 7EA

203571 WELLINGTON, WELSHPOOL BERRIEW STREET POWYS SY21 7SQ202875 HORSESHOES, NR WELSHPOOL BERRIEW POWYS SY21 8AW203038 OAK, NR. WELSHPOOL GUILSFIELD POWYS SY21 9NH121564 HORSESHOE INN, LLANYMYNECH ARDDLEEN POWYS SY22 6PU203198 RED BARN, SHREWSBURY LONGDEN ROAD SHROPSHIRE SY3 7HS203287 SADDLERS, SHREWSBURY WHITECROFT ROAD SHROPSHIRE SY3 7TJ202382 ANCHOR, SHREWSBURY FRANKWELL SHROPSHIRE SY3 8JX203207 RED LION, SHREWSBURY BOMERE HEATH SHROPSHIRE SY4 3PD202658 DOG IN THE LANE, NR SHREWSBURY ASTLEY SHROPSHIRE SY4 4BU202597 CORBET ARMS, NR SHREWSBURY UFFINGTON SHROPSHIRE SY4 4SN202535 CASTLE HOTEL, WEM HIGH STREET SHROPSHIRE SY4 5AA203614 WHITE LION, WEM HIGH STREET SHROPSHIRE SY4 5AA202846 HAWKESTONE ARMS, WEM NEW STREET SHROPSHIRE SY4 5AF202371 ADMIRAL DUNCAN, SHROPSHIRE BASCHURCH SHROPSHIRE SY4 5AY202378 ALBION INN, WEM ASTON STREET SHROPSHIRE SY4 5AY203602 WHITE HORSE HOTEL, WEM HIGH STREET SHROPSHIRE SY4 5DG203219 RED LION, SHREWSBURY PONTESBURY SHROPSHIRE SY5 0PS203012 NAGS HEAD, SHREWSBURY PONTESBURY SHROPSHIRE SY5 0QD203108 PLOUGH, SHREWSBURY PONTESBURY SHROPSHIRE SY5 0RJ202923 KYNNERSLEY ARMS, NR SHREWSBURY LEIGHTON SHROPSHIRE SY5 6RN202584 COCK INN, NR SHREWSBURY HANWOOD SHROPSHIRE SY5 8LJ202838 HARE & HOUNDS, SHREWSBURY CRUCKTON SHROPSHIRE SY5 8PW203072 OWEN GLENDOWER, SHREWSBURY FORD SHROPSHIRE SY5 9LE202911 KINGS ARMS, CHURCH STRETTON HIGH STREET SHROPSHIRE SY6 6BY203251 ROSE & CROWN, LUDLOW CHURCH STREET SHROPSHIRE SY8 1AP202767 GLOBE INN, LUDLOW MARKET STREET SHROPSHIRE SY8 1BP203141 PRINCESS ROYAL INN, TAUNTON 25 CANNON STREET SOMERSET TA1 1SW203544 VICTORIA INN, TAUNTON EAST REACH SOMERSET TA1 3HF203574 WESTGATE INN, TAUNTON WESTGATE STREET SOMERSET TA1 4EX300182 WHITE HART, SOMERTON MARKET PLACE TAUNTON TA11 7LX203466 SWAN HOTEL, CREWKERNE CHURCH ST SOMERSET TA18 7HR300170 CROWN INN, ILMINSTER WEST STREET ILMINSTER TA19 9AB

430

PunchOutletCode Outlet Name Address 1 Address 2 Postcode203464 SWAN AT KINGSTON, TAUNTON KINGSTON ST MARY SOMERSET TA2 8HW203538 VICTORIA ARMS, WELLINGTON 43 NORTH STREET SOMERSET TA21 8LY202860 HOBBY HORSE INN, MINEHEAD THE ESPLANADE SOMERSET TA24 5QP300458 COTTAGE INN, NETHER STOWEY KEENTHORNE SOMERSET TA5 1HZ116352 KINGS HEAD INN, CANNINGTON 12 HIGH STREET CANNINGTON TA5 2HE300179 ROSE & CROWN, CANNINGTON 30 HIGH STREET BRIDGEWATER TA5 2HF202497 BRITISH FLAG INN, BRIDGEWATER 77-83 CHILTON STREET SOMERSET TA6 3HX203548 VOLUNTEER ARMS, BRIDGEWATER UNION STREET SOMERSET TA6 4BY202941 LIME KILN INN, BRIDGEWATER 38 SALMON PARADE SOMERSET TA6 5LU202844 HARVEST MOON, NORTH NEWTOWN CHURCH ROAD BRIDGEWATER

SOMERSETTA7 0BG

203134 PRINCE OF WALES, WOOLAVINGTON 42 WOOLAVINGTON HILL BRIDEWATERSOMERSET

TA7 8HQ

300183 OLD PIER TAV, BURNHAM O SEA PIER STREET BURNHAM ON SEA TA8 1BT203540 VICTORIA HOTEL, BURNHAM ON SEA 25 VICTORIA STREET SOMERSET TA8 1EQ116120 FLAMING JAE’S, BURNHAM ON SEA SOUTH ROAD BURNHAM ON SEA TA8 2RD300185 ORCHARD, HIGHBRIDGE 102 CHURCH ROAD HIGHBRIDGE TA9 3SA200620 CROSS KEYS, SELKIRK MARKET PLACE SELKIRK TD 7 4BL200621 BESOM, COLDSTREAM 75-77 HIGH STREET COLDSTREAM TD12 4AE201525 BLACK BULL, CORNHILL UPON TWEE ETAL VILLAGE NORTHUMBERLAND TD12 4TL202001 RED LION, BERWICK CASTLEGATE NORTHUMBERLAND TD15 1JS202189 WHITE HORSE, BERWICK 89 CASTLEGATE NORTHUMBERLAND TD15 1LF201896 MEADOW HOUSE, BERWICK NORTH ROAD NORTHUMBERLAND TD15 1UR201727 HARROW INN, TWEEDMOUTH DOCK ROAD BERWICK TD15 2AD201984 QUEENS HEAD, TWEEDMOUTH CHURCH ROAD BERWICK TD15 2AN201545 BONARSTEADS, TWEEDMOUTH A1 ROAD BERWICK TD15 2AS201707 GROVE, TWEEDMOUTH ETAL ROAD BERWICK TD15 2DU202156 VICTORIA HOTEL, BERWICK NORHAM NORTHUMBERLAND TD15 2LQ202047 SALMON INN, BERWICK EAST ORD NORTHUMBERLAND TD15 2NS905985 RED LION HOTEL, EARLSTON THE SQUARE EARLSTON TD4 6DB115314 CLOISTERS, KELSO BRIDGE STREET KELSO TD5 7HT113679 KINGS ARMS, MELROSE HIGH STREET MELROSE TD6 9PB111930 QUEENS HEAD INN, SELKIRK 28 WEST PORT STREET SELKIRK TD7 4DG201243 THREE CROWNS, WELLINGTON 7 HIGH STREET SHROPSHIRE TF 1 1LU201244 WREKIN INN, WELLINGTON TEL 26 WREKIN ROAD TELFORD TF 1 1RH201239 ELEPHANT & CASTLE, ST.GEORGES STAFFORD STREET SHROPSHIRE TF 2 9JQ201238 CHESHIRE CHEESE, DAWLEY DOSELEY ROAD SHROPSHIRE TF 4 3BA114171 LORD HILL, MARKET DRAYTON SHREWSBURY ROAD MARKET DRAYTON TF 9 3DU203168 PORTERS ALE HOUSE, WELLINGTON BRIDGE STREET SHROPSHIRE TF1 1DZ203324 SMITHFIELD, TELFORD WELLINGTON SHROPSHIRE TF1 1EA203045 ODDFELLOWS ARMS, WELLINGTON 65 HIGH STREET TELFORD TF1 1JT202403 BARLEY MOW, WELLINGTON BELL STREET TELFORD TF1 1LS203183 RAILWAY, TELFORD WELLINGTON SHROPSHIRE TF1 1SD203220 RED LION, WELLINGTON WHITCHURCH ROAD TELFORD TF1 3AG202622 CROSS KEYS, HADLEY HAYBRIDGE ROAD TELFORD TF1 4LR202876 HORSESHOES, KETLEY HOLYHEAD ROAD SHROPSHIRE TF1 5AE202676 ELEPHANT & CASTLE, KETLEY HOLYHEAD ROAD KETLEY TF1 5AN203485 THOMAS TELFORD, TELFORD LEEGOMERY SHROPSHIRE TF1 6XQ202929 LAMB AT EDGEMOND, EDGMOND 29 SHREWSBURY ROAD SHROPSHIRE TF10 8HU201242 SEVEN STARS, BECKBURY SH MADELEY ROAD SHROPSHIRE TF11 9DN202980 MASONS ARMS, KEMBERTON HALL LANE SHIFNAL TF11 9LQ202374 ALBION, BROSELEY HIGH STREET SHROPSHIRE TF12 5EY202664 DUKE OF YORK, BROSELEY HOCKLEY ROAD SHROPSHIRE TF12 5HT201240 ROSE & CROWN, KETLEY O HOLLYHEAD ROAD OAKENGATES TF2 0AA202840 HARE & HOUNDS, OAKENGATES HOLYHEAD ROAD TELFORD

SHROPSHIRETF2 6DJ

203224 RED LION, WROCKWARDINE WOOD NEW ROAD TELFORD TF2 7AA202666 DUKE OF YORK, TRENCH TRENCH ROAD TELFORD TF2 7DP203102 PIGEON BOX, TELFORD PRIORSLEE SHROPSHIRE TF2 8HD202934 LAMB INN, WROCKWARDINE WOOD MOSS ROAD TELFORD TF2 8HU

431

PunchOutletCode Outlet Name Address 1 Address 2 Postcode202522 BUSH, ST GEORGES 34 WEST STREET TELFORD

SHROPSHIRETF2 9HY

202944 LION, TELFORD SHIFNAL ROAD SHROPSHIRE TF2 9NN203153 QUEENS ARMS, TELFORD BANK ROAD SHROPSHIRE TF4 2BB202924 ALL LABOUR IN VAIN, TELFORD WELLINGTON ROAD SHROPSHIRE TF4 2PU203215 RED LION, LITTLE DAWLEY HOLLY ROAD TELFORD TF4 3HB203152 QUEENS ARMS, DAWLEY FINGER ROAD TELFORD TF4 3LY202880 HUNTSMAN, TELFORD LITTLE WENLOCK SHROPSHIRE TF6 5BH202821 GROVE, NR WELLINGTON WALCOT TELFORD TF6 5EN202571 CLEVELAND ARMS, WELLINGTON HIGH ERCALL SHROPSHIRE TF6 6AE202505 BUCKS HEAD, TELFORD LONG LANE SHROPSHIRE TF6 6HA203473 SWAN INN, TELFORD WATERS UPTON SHROPSHIRE TF6 6NP202966 MALT HOUSE, IRONBRIDGE THE WHARFAGE TELFORD TF8 7NH203598 WHITE HORSE, IRONBRIDGE LINCOLNS HILL TELFORD TF8 7NX113697 GREYHOUND, TUNBRIDGE WELLS UPPER GROSVENOR ROAD TUNBRIDGE WELLS TN 1 2EB300281 BLUE BELL, PADDOCK WOOD BELTRING ROAD KENT TN12 6QH119254 YE OLD BELLE, RYE 33 THE MINT RYE TN31 7EN200623 PRIORY, HASTINGS 32 STATION ROAD EAST SUSSEX TN34 1NJ201246 SEVEN STARS, KINGSBRIDGE 13 MILL STREET SOUTH DEVON TQ 7 1ED202649 DEVON ARMS, TORQUAY PARK LANE DEVON TQ1 2AU202981 MASONS ARMS, TORQUAY 112 BABBACOMBE ROAD DEVON TQ1 3SY300025 LONDON INN, SOUTH BRENT 8 EXETER ROAD DEVON TQ10 9DF113595 WATERMANS ARMS, BUCKFASTLEIGH 22 CHAPEL STREET DEVON TQ11 0AQ203594 WHITE HART HOTEL, NEWTON ABBOT 8 EAST STREET DEVON TQ12 1AG202956 LOCOMOTIVE INN, NEWTON ABBOT EAST STREET DEVON TQ12 2JP203292 SARACENS HEAD, NEWTON ABBOT FAIRFIELD TERRACE DEVON TQ12 2LH300032 STAR, LIVERTON TORQUAY LIVERTON NEWTON ABBOT TQ12 6EZ300030 TAVISTOCK INN, POUNDSGATE POUNDSGATE DEVON TQ13 7NY300023 KINGS ARMS, TEIGNMOUTH 3 FRENCH STREET DEVON TQ14 8ST300031 TOR ABBEY INN, TORQUAY 80 BELGRAVE ROAD TORQUAY TQ2 5HZ201245 BLUE ANCHOR, BRIXHAM FORE STREET DEVON TQ5 8AH300350 BOLTON HOTEL, BRIXHAM NEW ROAD BRIXHAM TQ5 8LT300021 FERRY BOAT INN, DITTISHAM MANOR STREET DEVON TQ6 0EX300027 SHIP IN DOCK, DARTMOUTH RIDGE HILL DEVON TQ6 9PE300035 SEALE ARMS, DARTMOUTH 10 VICTORIA ROAD DEVON TQ6 9SA202906 KING OF PRUSSIA, KINGSBRIDGE CHURCH STREET DEVON TQ7 1JB300026 ROYAL OAK, MALBOROUGH HIGHER TOWN DEVON TQ7 3RL300020 DOLPHIN, KINGSTON KINGSTON DEVON TQ7 4QE300024 LODDISWELL INN, LODDISWELL LODDISWELL DEVON TQ7 4QJ200637 WATERMANS ARMS, TOTNES 13 VICTORIA STREET DEVON TQ9 5EF203238 RISING SUN, TRURO MITCHELL HILL CORNWALL TR1 1ED202609 CRAB /ALE HOUSE (WHITE HART), NEW BRIDGE STREET CORNWALL TR1 2AA202904 KAZBAH, TRURO 3/4 QUAY STREET CORNWALL TR1 2HB202640 DANIELL ARMS, TRURO INFIRMARY HILL TRURO TR1 2JA203472 SWAN INN, TRURO KENWYN STREET CORNWALL TR1 3DQ202370 ADMIRAL BOSCAWEN, TRURO RICHMOND HILL TRURO TR1 3HS202620 CROSS KEYS, PENRYN CHURCH ROAD FALMOUTH TR10 8DA202686 FAMOUS BARREL, PENRYN ST THOMAS STREET PENRYN TR10 8JP202829 HALFWAY HOUSE, RAME CROSS RAME STREET CORNWALL TR10 9EA203029 NEW INN, PENRYN MABE BURNTHOUSE CORNWALL TR10 9HN203135 PRINCE OF WALES, FALMOUTH MARKET STRAND CORNWALL TR11 3DB203298 SEAVIEW INN, CORNWALL CLARE TERRACE FALMOUTH TR11 3EP202917 KINGS HEAD, FALMOUTH CHURCH CORNER CORNWALL TR11 3EQ202702 FINN MCCOULS (EX KIMBERLEY), F KILLIGREW STREET FALMOUTH TR11 3PG203154 QUEENS ARMS, FALMOUTH CONSTANTINE FALMOUTH TR11 5AB203510 TRELOWARREN ARMS, FALMOUTH BUDOCK WATER TRURO CORNWALL TR11 5DR203497 THREE TUNS, HELSTON ST KEVERNE TRURO CORNWALL TR12 6ND203591 WHITE HART, HELSTON ST KEVERNE TRURO CORNWALL TR12 6ND203083 PARIS HOTEL, HELSTON COVERACK CORNWALL TR12 6SX202824 GWEEK INN, HELSTON GWEEK HELSTON TR12 6TU

432

PunchOutletCode Outlet Name Address 1 Address 2 Postcode202527 CADGWITH COVE, RUAN MINOR CADGWITH COVE THE LIZARD TR12 7JX203499 TOP HOUSE, NR HELSON THE LIZARD CORNWALL TR12 7NQ202419 BELL INN, HELSTON MENEAGE STREET HELSTON TR13 8AA203047 BEEHIVE (O’DONOVANS), HELSTON 6 COINAGE HALL STREET,

MARKET PLACECORNWALL TR13 8EB

203212 RED LION, HELSTON CHURCH STREET CORNWALL TR13 8TG203155 QUEENS ARMS, HELSTON BREAGE HELSTON TR13 9PD202946 LION & LAMB, HALESTON ASHTON HALESTON TR13 9RW203346 ST MICHAELS MOUNT, TRURO BARRIPPER CORNWALL TR14 0QR203112 PLOUGH INN, CAMBORNE 7 COLLEGE STREET CAMBORNE TR14 7JU202599 CORNISH CHOUGHS, CAMBORNE TRESWITHIAN CAMBORNE TR14 7NW203552 VYVYAN ARMS, CAMBORNE TRELOWARREN STREET TRURO CORNWALL TR14 8AN203556 WAGGONERS ARMS, CAMBORNE 41 TRELOWARREN STREET CAMBORNE TR14 8AQ203203 RED JACKETS, CAMBORNE 66 TREVENSON STREET CORNWALL TR14 8HZ203589 WHITE HART, CAMBORNE FORE STREET CORNWALL TR14 8JS202998 MINERS ARMS, REDRUTH PLAIN AN GWARRY CORNWALL TR15 1JB203076 OXFORD INN, REDRUTH 28 FORE STREET CORNWALL TR15 2BQ203256 ROSE COTTAGE TAVER, REDRUTH CHAPEL ST CORNWALL TR15 2DB202404 BASSET ALE HOUSE, POOL FORE STREET REDRUTH TR15 3DY203118 PLUME OF FEATHERS, POOL FORE STREET CORNWALL TR15 3PF203240 ROBARTES ARMS, REDRUTH ILLOGAN CORNWALL TR16 4RX203119 PLUME OF FEATHERS, REDRUTH SCORRIER REDRUTH TR16 5BN202730 FOX & HOUNDS, REDRUTH SCORRIER REDRUTH TR16 5BS203344 ST DAY HOTEL, REDRUTH ST DAY TRURO CORNWALL TR16 5JU203441 STAR INN, REDRUTH VOGUE TRURO CORNWALL TR16 5NP129778 COPPICE INN, REDRUTH LANNER CORNWALL TR16 6JB202588 COLDSTREAMER, PENZANCE GULVAL PENZANCE TR18 3BB203517 TURKS HEAD, PENZANCE CHAPEL STREET TRURO CORNWALL TR18 4AF300006 NAVY INN, PENZANCE QUEENS STREET CORNWALL TR18 4DE202659 DOLPHIN, PENZANCE NEWLYN PENZANCE TR18 5HZ300008 RED LION, NEWLYN 36 FORE STREET PENZANCE TR18 5JP203586 WHEEL INN, TRURO TRESILLIAN CORNWALL TR2 4BA203545 VICTORY INN, TRURO ST MAWES CORNWALL TR2 5DQ203257 ROSELAND INN, TRURO PHILLEIGH CORNWALL TR2 5NB203593 WHITE HART, PENZANCE LUDGVAN TRURO CORNWALL TR20 8EY202681 ENGINE INN, NANCLEDAR CRIPPLES EASE PENZANCE TR20 8NF203511 TREVELYAN ARMS, PENZANCE GOLDSITHNEY TRURO CORNWALL TR20 9JU202986 MERMAID INN, ISLES OF SCILLY ST MARYS TR21 0HY202598 CORNISH ARMS, ST IVES TRELYON ST IVES TR26 2PG202830 HALSETOWN INN, ST IVES HALESTOWN ST IVES TR26 3LZ203442 STAR INN, ST ERTH 1 CHURCH STREET HAYLE TR27 6HP202927 LAMB & FLAG, NR HAYLE CANONSTOWN CORNWALL TR27 6LU203064 OLD QUAY INN, TRURO DEVORAN TRURO TR3 6NE203348 STAG HUNT, PONSANOOTH 20 ST MICHAELS ROAD TRURO CORNWALL TR3 7EE203226 RED LION INN, TRURO BLACKWATER TRURO TR4 8EU202560 CHIVERTON ARMS, BLACKWATER CHIVERTON CROSS TRURO TR4 8HS202916 KINGS HEAD, CHACEWATER FORE STREET TRURO TR4 8PY203062 OLD PLOUGH, TRURO SHORTLANESEND TRURO TR4 9DD202999 MINERS ARMS, ST AGNES MITHIAN ST AGNES TR5 0QU203123 PETERVILLE INN, CORNWALL ST AGNES CORNWALL TR5 0QU203192 RAILWAY INN, ST AGNUS 10 VICARAGE ROAD ST AGNUS TR5 0TJ202460 BOLINGEY INN, BOLINGEY PENWARTHA PERRANPORTH TR6 0DH300002 FARMERS ARMS, NEWQUAY ST COLUMB MINOR CORNWALL TR7 3EZ202687 FAMOUS FIRKIN, ST COLUMB MINOR 48 PORTHBEAN ROAD NEWQUAY CORNWALL TR7 3JB113700 WILLOWS, KESTLEMILL KESTLE MILL NEWQUAY TR8 4PU203095 PHEASANT INN, NEWQUAY NEWLYN EAST NEWQUAY TR8 5LJ300009 CORNISHMAN, NEWQUAY CRANTOCK CORNWALL TR8 5RB203316 SILVER BALL, ST COLUMB FAIR STREET TRURO CORNWALL TR9 6RL202212 ZETLAND HOTEL, MIDDLESBROUGH ZETLAND ROAD CLEVELAND TS 1 1EH200626 PURPLE ONION, MIDDLESBROUGH 80 CORPORATION ROAD MIDDLESBROUGH TS 1 2RF

433

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201397 BRIDGE, MIDDLESBROUGH BRIDGE STREET EAST MIDDLESBROUGH TS 2 1NW201940 OLD VIC, MIDDLESBROUGH 41 ORMSEBY ROAD CLEVELAND TS 3 7AL201645 EAGLE, BERWICK HILLS ROTHBURY ROAD MIDDLESBROUGH TS 3 7NP200014 HALFPENNY, MIDDLESBROUGH MARTON ROAD CLEVELAND TS 4 2RH201432 GEORGE, ESTON 92 HIGH STREET MIDDLESBROUGH TS 6 9EG200016 QUEENS HEAD, ESTON 27 GUISBROUGH STREET CLEVELAND TS 6 9LA200019 STATION, REDCAR STATION ROAD CLEVELAND TS10 1RH200018 ROYAL STANDARD, REDCAR WEST DYKE ROAD CLEVELAND TS10 3EA202213 ZETLAND HOTEL, MARSKE-BY-SEA 9 HIGH STREET CLEVELAND TS11 6JQ201496 ALEXANDRA VAULTS, SALTBURN BACK AMBER STREET CLEVELAND TS12 1DS200012 GREEN INN, SKELTON IN CLEVELAN SKELTON GREEN SALTBURN

CLEVELANDTS12 2DD

201900 MINERS ARMS, SKELTON BOOSEBECK ROAD SALTBURN TS12 2DD200010 DUKE WILLIAM INN, SKELTON SALT 16 NORTH TERRACE CLEVELAND TS12 2ES200013 GREEN TREE INN, SALTBURN BROTTON CLEVELAND TS12 2PX200102 COD & LOBSTER, SALTBURN STAITHES CLEVELAND TS13 5BH200128 ROYAL GEORGE, SALTBURN STAITHES CLEVELAND TS13 5BH200009 CLEVELAND BAY HOTEL, EAGLESCLI 708-710 YARM ROAD STOCKTON

CLEVELANDTS16 0JE

200017 ROYAL GEORGE HOTEL, THORNABY O 116 THORNABY ROAD CLEVELAND TS17 6EZ200812 HORNERS STOCKTON, CLEVELAND 97 HIGH STREET CLEVELAND TS18 1BD200015 LORD NELSON INN, STOCKTON ON T KING STREET CLEVELAND TS18 2EL200813 PIMP, BRIDGE ROAD PARK TERRACE STOCKTON TS18 3BW116119 EAGLESCLIFFE HOTEL, STOCKTON YARM ROAD STOCKTON ON TEES TS18 3RY201945 OXBRIDGE, STOCKTON-ON-TEES OXBRIDGE LANE CLEVELAND TS18 4AW201949 PARKWOOD, HARTBURN DARLINGTON ROAD STOCKTON TS18 5ER202051 SENATORS, STOCKTON-ON-TEES BISHOPTON ROAD CLEVELAND TS19 0QB202195 WHITE SWAN, NORTON 1 HIGH STREET STOCKTON ON TEES TS20 1AH201929 NORTON TAVERN, NORTON STATION ROAD CLEVELAND TS20 1PE200020 SUTTON ARMS, STOCKTOND ELTON CLEVELAND TS21 1AH202075 SMITHS ARMS, STOCKTON-ON-TEES CARLTON CLEVELAND TS21 1EA200021 TALBOT INN, BISHOPTON STOCKTO THE GREEN CLEVELAND TS21 1HE202033 ROYAL HOTEL, CLEVELAND STILLINGTON CLEVELAND TS21 1JU200819 GOLDEN LION, STOCKTON SEDGEFIELD STOCKTON TS21 3AU202145 VANE ARMS, STOCKTON-ON-TEES THORPE THEWLES CLEVELAND TS21 3JU201697 BEEHIVE, FISHBURN PARK ROAD CLEVELAND TS21 4DF201543 BLUE BELLS, NEWTON BEWLEY HARTLEPOOL ROAD BILLINGHAM TS22 5PQ200022 THREE HORSE SHOES, BILLINGHAM COWPEN BEWLEY CLEVELAND TS23 4HS200003 FISHERMANS ARMS, HARTLEPOOL HIGH STREET CLEVELAND TS24 0JJ201685 GLOBE, HARTLEPOOL NORTHGATE CLEVELAND TS24 0LJ201717 HARBOUR, HARTLEPOOL CROFT TERRACE CLEVELAND TS24 0QX200549 COSMOPOLITAN, HARTLEPOOL MIDDLEGATE CLEVELAND TS24 7DH300316 JACKSONS, HARTLEPOOL TOWER STREET HARTLEPOOL TS24 7HH200004 SMITHS ARMS, NR HARTLEPOOL GREATHAM CLEVELAND TS25 2EN815133 SPOT, HARTLEPOOL 100 YORK ROAD HARTLEPOOL TS26 9DQ202185 WHITE HART, HARTLEPOOL HART VILLAGE CLEVELAND TS27 3AN200002 FIR TREE INN, CO DURHAM WINGATE CO DURHAM TS28 5HS201248 VICTORIA INN, RICHMOND 78 HILL RISE SURREY TW10 6UB300151 JOLLY FARMERS, STAINES THE HYTHE MIDDLESEX TW18 3JA201247 HOLLY TREE, ENGLEFIELD GREEN 5 ST JUDES RD SURREY TW20 0DB300164 WHITE LION, EGHAM 115 HIGH STREET SURREY TW20 9HQ300235 BEEHIVE, LONDON NORTH ROAD LONDON UB1 2LA300321 GRAND JUNCTION, SOUTHALL WESTERN ROAD MIDDLESEX UB2 5LU300157 RAILWAY ARMS, DRAYTON STATION ROAD MIDDLESEX UB7 7BT203597 WHITE HORSE, HAREFIELD CHURCH HILL MIDDLESEX UB9 6DX300233 MOTHER BLACK CAP, LONDON 41 TAVISTOCK CRESCENT LONDON W11 1AY201446 KYDDS WINE BAR, FRODSHAM CHURCH LANE FRODSHAM WA 6 6QW201671 FURNACEMAN’S ARMS, ST HELENS 49/51 POCKET NOOK ST MERSEYSIDE WA 9 1LT203637 TIGER TOO, WARRINGTON WARRINGTON YORKS WA1 2HS202518 BULLS HEAD, WARRINGTON CHURCH STREET WARRINGTON WA1 2SX

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode202978 MARQUIS OF GRANBY, WARRINGTON CHURCH STREET WARRINGTON WA1 2SZ202477 BRICKMAKERS, WARRINGTON SCHOOL BROW WARRINGTON WA1 2TA203197 RAVEN LODGE, ST HELENS CHURCH STREET ST HELENS WA10 1AJ202754 GEORGE, ST HELENS GEORGE STREET MERSEYSIDE WA10 1BU203261 ROYAL ALFRED, ST HELENS 2 BICKERSTAFFE STREET ST HELENS WA10 1DH203461 SWAN, ST HELENS 41 HALL STREET ST HELENS WA10 1DJ202764 GLOBE HOTEL, ST HELENS HARDSHAW STREET ST HELENS WA10 1JT202931 LAMB HOTEL, ST HELENS 113 CORPORATION STREET ST HELENS WA10 1SX202613 CRICKETERS ARMS, ST HELENS 64/6 PETER STREET MERSEYSIDE WA10 2EB203231 RIFLE CORPS, ST HELENS 83 DUKE STREET ST HELENS WA10 2JG203338 SPORTSMAN, MERSEYSIDE 97 DUKE STREET MERSEYSIDE WA10 2JG203013 NAGS HEAD, ST HELENS BOUNDARY ROAD ST HELENS WA10 2PR202498 BRITISH LION, THATTO HEATH 65 LUGSMORE LANE ST HELENS WA10 3DH202814 GRIFFIN, ECCLESTON CHURCH LANE ST HELENS WA10 5AD203356 STANLEY ARMS, GILLARS GREEN GILLARS LANE ST HELENS WA10 5PT203623 WINDLE HOTEL, ST HELENS HARD LANE ST HELENS WA10 6NY203074 OWLS NEST, HAYDOCK WEST END ROAD HAYDOCK WA11 0AQ203003 MOSS BANK HOTEL, ST. HELENS MOSS BANK ROAD MERSEYSIDE WA11 7BT202440 BLACK HORSE, MOSS BANK 115 MOSS BANK ROAD ST HELENS WA11 7DF203581 WHEATSHEAF, RAINFORD ORMSKIRK ROAD ST HELENS WA11 7TA202646 DERBY ARMS, RAINFORD 47 CHURCH ROAD ST HELENS WA11 8EZ202487 BRIDGE INN, RAINFORD CHURCH ROAD ST HELENS WA11 8HR203363 STAR INN, RAINFORD 11 CHURCH ROAD ST HELENS WA11 8PX202590 COLLIERS ARMS, KINGS MOSS 37 PIMBO LANE CRANK ST HELENS WA11 8RD203200 RED CAT, CRANK 8 RED CAT LANE ST HELENS WA11 8RU203140 PRINCESS ROYAL, ST HELENS 350 PARK ROAD ST HELENS WA11 9BA203531 VICTORIA, NEWTON LE WILLOWS WARGRAVE CHESHIRE WA12 8EP203457 SUNBEAM HOTEL, EARLESTOWN OLD WARGRAVE ROAD EARLESTOWN WA12 8LU203460 SWAN, NEWTON LE WILLOWS SWAN ROAD MERSEYSIDE WA12 9EZ114044 NEWTON LE WILLOWS SOCIAL CLUB PATTERSON STREET NEWTON LE WILLOWS WA12 9PZ203185 RAILWAY HOTEL, EARLESTOWN RAILWAY STREET EARLESTOWN WA12 9QY203100 PIED BULL, NEWTON LE WILLOWS 58 HIGH STREET NEWTON LE WILLOWS WA12 9SH202450 BLUE BELL, NEWTON LE WILLOWS 8 HIGH STREET NEWTON LE WILLOWS WA12 9SN203365 STAR INN, STATHAM 64 STAR LANE LYMM WA13 9LN203173 RAILWAY, HEATLEY 42 MILL LANE NR LYMM WA13 9SQ202793 GRAPES, ALTRINCHAM 15 REGENT ROAD CHESHIRE WA14 1RY203478 TATTON ARMS, ALTRINCHAM 3/5 TIPPING STREET CHESHIRE WA14 2EZ300305 OLD MARKET, ALTRINCHAM OLD MARKET PLACE ALTRINCHAM WA14 4DN202553 CHESHIRE CHEESE, BROADHEATH 181 MANCHESTER ROAD BROADHEATH WA14 5NT202808 GREYHOUND, ASHLEY COW LANE NR WARRINGTON WA15 0QR202410 BEAR’S PAW, HIGH LEGH WARRINGTON ROAD HIGH LEGH WA16 0RT203250 ROSE & CROWN, KNUTSFORD 96 KING STREET CHESHIRE WA16 6DT202547 CHAPEL HOUSE, MOBBERLEY PEPPER ST KNUTSFORD WA16 6JL203191 RAILWAY INN, MOBBERLEY STATION ROAD CHESHIRE WA16 6LA202563 CHURCH INN, MOBBERLEY CHURCH LANE CHESHIRE WA16 7RD202712 FIVE OAKS, KNUTSFORD MOBBERLEY ROAD CHESHIRE WA16 8HR202847 HAWTHORNE, WARRINGTON ORFORD LANE WARRINGTON WA2 7AL203329 SPA BROOK HOTEL, ORFORD HOWSON ROAD WARRINGTON WA2 9UB203216 RED LION, LOWTON 324 NEWTON ROAD WARRINGTON WA3 1HE202994 MILLSTONE, GOLBORNE 52 HARVEY LANE GOLBORNE WA3 3RS203209 RED LION, GOLBOURNE 126 CHURCH STREET WARRINGTON WA3 3TW203078 PACK HORSE, CULCHETH 55 CHURCH LANE WARRINGTON WA3 5ET202591 COMFORTABLE GILL, GLAZEBURY WARRINGTON ROAD WARRINGTON WA3 5NX203113 PLOUGH INN, CROFT HEATH LANE CROFT WA3 7DS202787 GOLDEN LION, WARRINGTON KNUTSFORD ROAD WARRINGTON WA4 1AB203279 ROYAL OAK BRANCH, WARRINGTON KNUTSFORD ROAD WARRINGTON WA4 1AG202429 BLACK BEAR, WARRINGTON 502 KNUTSFORD ROAD CHESHIRE WA4 1DX202557 CHESHIRE CHEESE, WARRINGTON KNUTSFORD ROAD CHESHIRE WA4 1JH203187 RAILWAY HOTEL, LATCHFORD KNUTSFORD ROAD WARRINGTON WA4 1JW203099 PICKERING ARMS, THELWALL BELL LANE WARRINGTON WA4 2SU

435

PunchOutletCode Outlet Name Address 1 Address 2 Postcode203195 RAMS HEAD, GRAPPENHALL CHURCH LANE WARRINGTON WA4 3EP203086 PARR ARMS, GRAPPENHALL CHURCH LANE WARRINGTON WA4 3EP202559 CHETWODE ARMS, NR WARRINGTON LOWER WHITLEY CHESHIRE WA4 4EN203235 RING O’BELLS, STRETTON NORTHWICH ROAD WARRINGTON WA4 4NZ202425 BIRCH & BOTTLE, WARRINGTON HIGHER WHITLEY WARRINGTON WA4 4PH203239 RIVERSIDE INN, WARRINGTON CHESTER ROAD CHESHIRE WA4 6AR202542 CAUSEWAY, WARRINGTON 233 WILDERSPOOL CAUSEWAY WARRINGTON WA4 6QE122234 LONGSHAW BELL, DALLAM LONGSHAW STREET WARRINGTON WA5 0DE202468 BOWLING GREEN, WARRINGTON 47 LIVERPOOL ROAD WARRINGTON WA5 1AF202581 COACH AND HORSES, WARRINGTON LIVERPOOL ROAD WARRINGTON WA5 1BU203322 SLOOP HOTEL, SANKEY BRIDGES LIVERPOOL ROAD WARRINGTON WA5 1DP202441 BLACK HORSE, SANKEY LIVERPOOL ROAD WARRINGTON WA5 1DZ203291 SANKEY ARMS, GT SANKEY HOOD MANOR WARRINGTON WA5 1UH202636 CUERDLEY CROSS, CUERDLEY CROSS WIDNES ROAD WIDNES WA5 2XD202546 CHAPEL HOUSE, BURTONWOOD CHAPEL LANE WARRINGTON WA5 4PT202883 IMPERIAL HOTEL, WARRINGTON BEWSEY ROAD CHESHIRE WA5 5LG203174 RAILWAY, HELSBY CHESTER ROAD WARRINGTON WA6 0AN202873 HORSE & JOCKEY, HELSBY CHESTER ROAD WARRINGTON WA6 0PY202514 BULLS HEAD, FRODSHAM OVERTON VIA WARRINGTON WA6 6BS203234 RING O’BELLS, OVERTON BELLEMONTE ROAD FRODSHAM WA6 6BS203505 TRAVELLERS REST, FIVE CROSSES KINGSLEY ROAD FRODSHAM WA6 6SL203162 QUEENS HEAD, FRODSHAM 92 MAIN STREET WARRINGTON WA6 7AR203050 OLD BRIDGE INN, RUNCORN 60A HIGH STREET RUNCORN WA7 1AW203559 WATERLOO HOTEL, RUNCORN 88 HIGH STREET RUNCORN WA7 1JH202570 CLARENDON, RUNCORN 101 CHURCH STREET CHESHIRE WA7 1LG202534 CASTLE HOTEL, RUNCORN HALTON RUNCORN WA7 2BE203142 PROSPECT INN, RUNCORN WESTON ROAD RUNCORN WA7 4LD203507 TRAVELLERS REST, RUNCORN HIGHLAND ROAD RUNCORN WA7 4PR203259 ROUND HOUSE, WESTON RUNCORN 121 HEATH ROAD SOUTH WESTON RUNCORN WA7 4RP202945 LION, RUNCORN 100 GREENWAY ROAD RUNCORN WA7 5AG202797 GRAPES, RUNCORN 82 HALTON ROAD RUNCORN WA7 5SB203525 UNION VAULTS, RUNCORN 1 UNION STREET RUNCORN WA7 5SU202536 CASTLE HOTEL, WIDNES HALTON VIEW WIDNES WA8 0AX203001 MOORFIELD ARMS, WIDNES MOORFIELD ROAD WIDNES WA8 3HU203521 UNICORN, CRONTON CRONTON ROAD WIDNES WA8 5QF202439 BLACK HORSE, CRONTON 427 CRONTON ROAD WIDNES WA8 5QG203318 SIMMS CROSS, WIDNES 100 WIDNES ROAD WIDNES WA8 6AX202392 APPLETON ARMS, WIDNES 25/7 APPLETON VILLAGE WIDNES WA8 6EL202964 MAJORS ARMS, WIDNES 28 MILLFIELD ROAD WIDNES WA8 6QR202402 BALL, DITTON 173 LIVERPOOL ROAD WIDNES WA8 7EZ203570 WELLINGTON, DITTON PRESCOT ROAD WIDNES WA8 7PD202653 DOCTORS, WIDNES 67 VICTORIA ROAD CHESHIRE WA8 7RS202872 HORSE & JOCKEY, APPLETON 18 BIRCHFIELD ROAD WIDNES WA8 7SU202415 BEEHIVE, HALEBANK HALEBANK ROAD WIDNES WA8 8NQ202453 BLUNDELL ARMS HOTEL, WIDNES HALE ROAD WIDNES WA8 8SX202762 COTERIE, WIDNES BIRCHFIELD ROAD WIDNES WA8 9AH202815 GRIFFIN, WIDNES 2 FARNWORTH STREET WIDNES WA8 9LH202700 FINGERPOST HOTEL, ST HELENS 139 HIGHER PARR STREET ST HELENS WA9 1DQ203362 STAR INN, MERTON BANK 94 MERTON BANK ROAD ST HELENS WA9 1EA202515 BULLS HEAD, PARR 1 FLEET LANE ST HELENS WA9 1SU202565 CHURCH INN, PARR 85 BROAD OAK ROAD ST HELENS WA9 2EN202552 CHERRY TREE, PARR 399 FLEET STREET ST HELENS WA9 2NJ202900 JUNCTION INN, ST HELENS JUNCTION LANE SUTTON WA9 3JL202467 BOWLING GREEN, SUTTON 125 ROBINS LANE ST HELENS WA9 3NQ202761 GLASSMAKERS ARMS, SUTTON 22 WATERDALE CRESCENT ST HELENS WA9 3PD203582 WHEATSHEAF, SUTTON MILL LANE ST HELENS WA9 4HN202574 CLOCK FACE HOTEL, ST HELENS 408 CLOCK FACE ROAD ST HELENS WA9 4QS202457 BOARS HEAD, SUTTON 675 ELTON HEAD ROAD ST HELENS WA9 5BT203458 SUTTON ARMS, ST HELENS SHERDLEY ROAD ST HELENS WA9 5HH203640 YORK HOUSE, THATTO HEATH 96 NUTGROVE ROAD ST HELENS WA9 5JL

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode203182 RAILWAY, THATTO HEATH SCHOLES LANE ST HELENS WA9 5NZ203547 VINE TAVERN, THATTO HEATH 16 ELEPHANT LANE ST HELENS WA9 5QG201259 SWAN, BUSHEY 25 PARK RD HERTS WD 2 3EE114206 WESTERN INN, RICKMANSWORTH 205 HIGH STREET RICKMANSWORTH WD 3 1BB201254 OLD SHEPHERD, RICKMANSWORTH CHORLEYWOOD COMMON HERTS WD 3 5JH201257 ROSE & CROWN, CHORLEYWOOD CHORLEYWOOD COMMON HERTS WD 3 5LW201260 OSCARS PIZZA, KINGS LANGLEY 21 HIGH STREET HERTS WD 4 8AB201262 WINDMILL, CHIPPERFIELD THE COMMON HERTS WD 4 9BU201255 OLD PALACE, KINGS LANGLEY 83 LANGLEY HILL HERTS WD 4 9HQ201261 VILLIERS ARMS, OXHEY WATFORD VILLIERS ROAD HERTS WD19 4AJ300234 BADGER, WATFORD 120 THE GOSSAMERS WATFORD WD2 9AD201251 DEVONSHIRE ARMS, BUSHEY HEATH 158 HIGH RD HERTS WD23 1NP202438 BLACK HORSE, CHORLEYWOOD DOG KENNEL LANE HERTS WD3 5EG203522 UNICORN, KINGS LANGLEY GALLOWS HILL HERTS WD4 8LU203569 WELLINGTON, BOREHAMWOOD 4 THEOBALD STREET HERTS WD6 4SE202165 WAGGON & HORSES, LOFTHOUSE 156 LEEDS ROAD WAKEFIELD WF 3 3LR202078 SPINDLE TREE, WAKEFIELD 467 ABERFORD ROAD WAKEFIELD WF 3 4AJ201653 FLEECE, HORBURY HIGH ST WAKEFIELD WF 4 5LG201736 HORSE & JOCKEY, HORBURY BRIDGE BRIDGE ROAD WAKEFIELD WF 4 5PP201735 HORSE & JOCKEY, ALTOFTS 47 CHURCH ROAD NORMANTON WF 6 2NU201937 OLD CROWN INN, SOUTH KIRKBY BARNSLEY ROAD PONTEFRACT WF 9 3BH201265 ANCHOR, ALLERTON BYWATER CAST VICTORIA STREET WEST YORKS WF10 2EF201672 GARDEN HOUSE INN, CASTLEFORD WHELDON ROAD YORKSHIRE WF10 2JJ200615 NEW AIRDALE, AIREDALE 197 HOLLYWELL LANE CASTLEFORD WF10 3HH202209 YORKSHIRE ROSE, CASTLEFORD AKETON ROAD WEST YORKSHIRE WF10 5DW128726 HIGHTOWN, CASTLEFORD 34 LUMLY STREET CASTLEFORD WF10 5LB300415 BLACK BULL INN, CASTLEFORD 36 LUMLEY STREET CASTLEFORD WF10 5LH201617 CROWN, DEWSBURY 109 LEEDS ROAD DEWSBURY WF12 7BY201266 COMMERCIAL, EARLSHEATON DEW 135 TOWN STREET WEST YORKS WF12 8AE201271 CEDRIC TAPPS, DEWSBURY 2 BRADFORD ROAD WEST YORKS WF13 1EL300404 STATION HOTEL, DEWSBURY CRECKENEDGE LANE DEWSBURY WF13 1QY201269 IMPERIAL, DEWSBURY 50 BRADFORD ROAD WEST YORKS WF13 2DU300275 SAVILLE ARMS, MIRFIELD 1 LEE GREEN DEWSBURY WF14 0AA202210 YORKSHIRE VOLUNTEER, LOWER HOP 36 CALDER ROAD MIRFIELD WF14 8PJ201953 PEAR TREE INN, MIRFIELD 259 HUDDERSFIELD ROAD MIRFIELD WF14 9DL201873 LONSDALE HOTEL, LIVERSEDGE 63 HALIFAX ROAD LIVERSEDGE WF15 6LF201272 RISING SUN, LIVERSEDGE 254 NORRISTHORPE LANE WEST YORKS WF15 7AN201754 JUNCTION INN, HECKMONDWIKE HALIFAX ROAD HECKMONDWIKE WF16 0EA202188 WHITE HART HOTEL, BATLEY WELLINGTON STREET BATLEY WF17 5QL201268 GEORGE INN, HEALEY BAT 170 HEALEY LANE WEST YORKS WF17 8BH200168 PLEDWICK WELL INN, NR WAKEFIEL NEW MILLERDAM WEST YORKSHIRE WF2 6QE300335 CHEQUERS, SOUTH ELMSALL DONCASTER ROAD WEST YORKSHIRE WF9 2NR114043 BIRD I’TH’HAND, WIGAN 100/2 GIDLOW LANE WIGAN WN 6 7DF200582 ELLESMERE, LEIGH 20 ST HELENS ROAD WARRINGTON WN 7 4HW114168 VILLAGE INN, SKELMERSDALE 101 HIGH STREET SKELMERSDALE WN 8 8AT202749 GEMS, WIGAN 15 UPPER DICCONSON STREET WIGAN WN1 2AD202610 CRAWFORD ARMS, RED ROCK RED ROCK LANE HAIGH WN1 2UW202673 EARL OF BALCARRES, WIGAN 170 SCHOLES LANE WIGAN WN1 3QD202379 ALEXANDRA, WIGAN WHELLEY WIGAN WN2 1BL202836 HARE & HOUNDS, ASPULL 482 BOLTON ROAD WIGAN WN2 1PX202758 GERRARDS ARMS, ASPULL 615 BOLTON ROAD WIGAN WN2 1PZ203205 RED LION, ASPULL HAIGH ROAD WIGAN WN2 1YA202733 FOX TAVERN, WIGAN MANCHESTER ROAD WIGAN WN2 2EA203459 SWAN, HINDLEY GREEN 737 ATHERTON ROAD WIGAN WN2 4SB202984 MECHANICS ARMS, HINDLEY 277 LEIGH ROAD WIGAN WN2 4XW203160 QUEENS ARMS, PLATT BRIDGE 55 WALTHEW STREET WIGAN WN2 5AL203046 ODDFELLOWS ARMS, BRYN 14 DOWNHALL GREEN ROAD WIGAN WN4 0DH203190 RAILWAY INN, GARSWOOD 4 STATION ROAD WIGAN WN4 0SA203204 RED LION, ASHTON-IN-MAKERFIE 25 GERARD STREET ASHTON-IN-

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode202670 EAGLE & CHILD, ASHTON IN MAK 233 HEATH ROAD ASHTON IN

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203241 ROBIN HOOD, ORREL 117 SANDY LANE WIGAN WN5 7AZ203520 UNICORN, BILLINGE 190 UPHOLLAND ROAD HIGHER END WN5 7DJ202671 EAGLE & CHILD, BILLINGE 38 MAIN STREET WIGAN WN5 7HD202979 MASONS ARMS, BILLINGE 99 CARR MILL ROAD WIGAN WN5 7TY203617 WHITE SWAN, PEMBERTON 828 ORMSKIRK ROAD WIGAN WN5 8AU203179 RAILWAY, PEMBERTON 273 BILLINGE ROAD WIGAN WN5 8DF203157 QUEENS ARMS, NEWTOWN 9 HARRISON STREET WIGAN WN5 9AU202466 BOWLING GREEN, NEWTOWN 134A ORMSKIRK ROAD WIGAN WN5 9ED202856 HESKETH ARMS, SHEVINGTON MOOR ALMOND BROOK STANDISH WIGAN WN6 0SE202723 FORRESTERS ARMS, STANDISH 41 SHEVINGTON MOOR WIGAN WN6 0SQ202478 BRICKMAKERS ARMS, WIGAN 40 WOODHOUSE LANE WIGAN WN6 7LN202616 CROOKE HALL, STANDISH CROOKE VILLAGE WIGAN WN6 8LR203568 WELLFIELD, WIGAN WELLFIELD ROAD WIGAN WN6 8NQ202413 BEECH TREE, WIGAN BEECH HILL LANE LANCS WN6 8PL203578 WHEATSHEAF, APPLEY BRIDGE 287 MILES LANE WIGAN WN6 9DQ203009 MUSKETEER, LEIGH 15 LORD STREET LEIGH WN7 1AB203490 THREE CROWNS, LEIGH 188 CHAPEL STREET GREATER

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203242 ROBIN HOOD, PENNINGTON ST HELENS ROAD LEIGH WN7 3PA202486 BRIDGE INN, LEIGH ST HELENS ROAD LEIGH WN7 4HA202495 BRITANNIA, UPHOLLAND HALL GREEN SKELMERSDALE WN8 0PB202732 FOX INN, UPHOLLAND ROBY MILL WIGAN WN8 0QF203317 SILVER BIRCH, BIRCH GREEN FLORDON SKELMERSDALE WN8 6PB202647 DERBY ARMS, SKELMERSDALE 188 HIGH STREET SKELMERSDALE WN8 8AF202523 BUSY BEE, CHAPEL HOUSE KILN LANE SKELMERSDALE WN8 8PW203260 RAILWAY, SKELMERSDALE ORMSKIRK ROAD SKELMERSDALE WN8 8TR202842 HARE & HOUNDS, UPHOLLAND 242 ORMSKIRK ROAD WIGAN WN8 9AA202611 CRAWFORD ARMS, UPHOLLAND CRAWFORD VILLAGE WIGAN WN8 9QS200563 METRO, WORCESTER ST NICHOLAS STREET WORCESTERSHIRE WR 1 1UW201273 ANCHOR INN, KEMPSEY 69 MAIN ROAD WORCESTERSHIRE WR 5 3NB201275 PLUM TREE, PERSHORE ST ANDREWS ROAD WORCS WR10 1LT202566 CIDER MILL, HAMPTON 135 PERSHORE ROAD EVESHAM WR11 6NA116131 PEACOCK INN, BORASTON WORCESTER ROAD BORASTON WR15 8LL203546 VINE INN, WORCESTER OMBERSLEY ROAD WORCESTER WR3 7BU203590 WHITE HART, FERNHILL HEATH DROITWICH ROAD WORCESTER WR3 8RP127450 WHARF INN, HOLT HEATH HOLT HEATH WORCESTER WR6 6NN203476 TALBOT HEAD HOTEL, UPTON-ON-SE HIGH STREET WORCESTERSHIRE WR8 0HJ203358 STAR & GARTER, DROITWICH HIGH STREET WORCS WR9 8EJ201423 ARBOR LIGHTS, WALSALL 127/128 LICHFIELD STREET WEST MIDLANDS WS 1 1SY201284 NEW INNS, WEST MIDLANDS BLAKENHALL LANE WEST MIDLANDS WS 3 1HU201416 DOLPHIN, WALSALL GOSCOTE LANE STAFFS WS 3 1PD201289 WHITE SWAN, BURNTWOOD NR. 2 CANNOCK ROAD/RUGELEY

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201282 MINERS REST, CHASETOWN BR HIGHFIELDS ROAD STAFFS WS 7 8QS201476 SHIRE OAK, WALSALL WOOD 261 LICHFIELD ROAD W . MIDLANDS WS 9 9PB201427 FOUNTAIN, WEDNESBURY HOLLOWAY BANK WEST MIDLANDS WS10 0NS201285 RAILWAY TAVERN, NORTON NORTON GREEN LANE STAFFS WS11 3PR300091 HEN HOUSE, HEDNESFORD 10 ESKRETT STREET CANNOCK WS12 5AR201434 GLOBE, HEDNESFORD EAST CANNOCK ROAD HEDNESFORD WS12 5LZ202665 DUKE OF YORK, LICHFIELD GREENHILL STAFFS WS13 6DY201283 MINERS ARMS, BRERETON RUGELEY MAIN ROAD STAFFS WS15 1DU116561 HORNS INN, RUGELEY 61 SLITTING MILL RUGELEY WS15 2UW123651 ROYAL OAK, ABBOTS BROMLEY BAGOT STREET RUGELEY WS15 3DB201278 COACH & HORSES, ABBOTS BROMLEY MAIN STREET STAFFS WS15 3DN201286 REDMORE INN, GENTLESHAW RU HAYFIELD HILL STAFFS WS15 4RU201401 BULLS HEAD, BLOXWICH PARK ROAD/BLAKE ROAD STAFFS WS3 3SW201290 BARLEY MOW, PENN COMMON WOL PENWOOD LANE WEST MIDLANDS WV 4 5JN202770 GOAL POST, WOLVERHAMPTON WATERLOO ROAD WOLVERHAMPTON WV1 4RB

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PunchOutletCode Outlet Name Address 1 Address 2 Postcode300334 BRIDGE TAVERN, WILLENHALL BENTLEY LANE WEST MIDLANDS WV12 4AA201292 LONG ACRES, WILLENHALL 158 DILLOWAYS LANE WOLVERHAMPTON

WEST MIDLAWV13 3JP

119256 CROWN & CUSHION, BRADLEY BANK STREET BRADLEY WV14 9PA201291 HORSE & JOCKEY, COSELEY ROBERT WYND WEST MIDLANDS WV14 9SB201294 OLD CASTLE, BRIDGNORTH WEST CASTLE STREET SHROPSHIRE WV16 4AB113689 CASTLE INN, HIGHLEY WOODHILL ROAD BRIDGNORTH WV16 6HT202397 BACHE ARMS, NR BRIDGNORTH HIGHLEY SHROPSHIRE WV16 6JU203625 WINNING POST, DUNSTALL 346 GLENTWORTH GARDENS WOLVERHAMPTON WV6 0SN200815 FIRST HUSSAR, YORK NORTH STREET NORTH YORKSHIRE YO 1 6JD200088 ROYAL OAK, YORK GOODRAMGATE NORTH YORKSHIRE YO 1 7LG201542 BLUE BELL, YORK 53 FOSSGATE YORK YO 1 9TF200031 FRANKLAND ARMS, THIRSK INGRAMGATE NORTH YORKSHIRE YO 7 1DD201295 BLACK SWAN, WISTOW SEL CHURCH HILL NORTH YORKS YO 8 3UU200555 GIPSY MOTH, SELBY FLAXLEY ROAD NORTH YORKSHIRE YO 8 4BW200566 FOX & PHEASANT, HEMINGBROUGH MAIN STREET SELBY YO 8 6QE200075 BLACK DOG, SELBY CAMBLESFORTH NORTH YORKSHIRE YO 8 8HX200121 LANCASTER INN, SCARBOROUGH SANDSIDE NORTH YORKSHIRE YO11 1PG200142 WELLINGTON HOTEL, SCARBOROUGH CASTLE ROAD NORTH YORKSHIRE YO11 1XE200090 ANGEL INN, SCARBOROUGH NORTH STREET NORTH YORKSHIRE YO11 1XX200094 BLACKSMITHS ARMS, SCARBOROUGH CAYTON NORTH YORKSHIRE YO11 3RP200139 TRAFALGAR HOTEL, SCARBOROUGH TRAFALGAR STREET WEST NORTH YORKSHIRE YO12 7AU200093 OAK WHEEL, SCARBOROUGH BURNISTON NORTH YORKSHIRE YO13 0HR200101 CAYLEY ARMS, SCARBOROUGH BROMPTON BY SAWDON NORTH YORKSHIRE YO13 9DP200104 DENISON ARMS, EAST AYTON SCA MAIN ST NORTH YORKSHIRE YO13 9HL200144 YE OLDE FORGE VALLEY, SCARBORO WEST AYTON NORTH YORKSHIRE YO13 9JE200138 THREE TUNS HOTEL, FILEY MURRAY ST NORTH YORKSHIRE YO14 9DG200107 DOTTEREL INN, FILEY REIGHTON NORTH YORKSHIRE YO14 9RU200127 ROSE & CROWN, BRIDLINGTON HIGH ST FLAMBOROUGH NORTH HUMBERSIDE YO15 1LG202866 HOOK & PARROT 5 THE ESPLANADE HUMBERSIDE YO15 2PB202369 BELLES BAR / LIBERTIES THE PROMENADE HUMBERSIDE YO15 2QD300336 COACHMAN, BRIDLINGTON HILDERTHORPE ROAD BRIDLINGTON YO15 3BH200143 WINDSOR HOTEL, BRIDLINGTON WINDSOR CRESCENT NORTH HUMBERSIDE YO15 3HY201562 BULL & SUN, BRIDLINGTON BAYLEGATE BRIDLINGTON YO16 7JT201296 BLACKSMITHS ARMS, SWINTON MA MAIN STREET NORTH YORKS YO17 6SQ200085 NEW GLOBE, MALTON YORKERSGATE NORTH YORKS. YO17 7AA200082 GATE INN, MALTON YORKERSGATE MALTON YO17 7AB200077 CROSS KEYS, MALTON WHEELGATE NORTH YORKSHIRE YO17 7HT201298 SPOTTED COW, MALTON CATTLE MARKET NORTH YORKS YO17 7JN200109 EAST RIDING, MALTON SHERBURN NORTH YORKSHIRE YO17 8PG200125 PROVIDENCE INN, MALTON YEDINGHAM NORTH YORKSHIRE YO17 8SL200089 UNION INN, MALTON NORTON NORTH YORKSHIRE YO17 9ES200092 BAY HORSE INN, PICKERING MARKET PLACE NORTH YORKSHIRE YO18 7AA201297 LETTERED BOARD, PICKERING OLD CATTLE MARKET NORTH YORKS YO18 7AN200098 BUCK INN, PICKERING THORNTON DALE NORTH YORKS YO18 7RW201299 SUN INN, PICKERING WESTGATE NORTH YORKS YO18 8BA200096 BLACK SWAN HOTEL, WHITBY BAXTERGATE NORTH YORKSHIRE YO21 1BL200112 FIRST IN LAST OUT, WHITBY YORK TERRACE NORTH YORKSHIRE YO21 1PT200134 POSTGATE INN, WHITBY EGTON BRIDGE NORTH YORKSHIRE YO21 1UX132941 DOWNE ARMS, CASTLETON 3 HIGH STREET CASTLETON YO21 2EE200110 ELSINORE INN, WHITBY FLOWERGATE NORTH YORKSHIRE YO21 3BB202061 SHIP, WHITBY MARINE PARADE YORKSHIRE YO21 3RR200118 HART INN, NR WHITBY SANDSEND NORTH YORKSHIRE YO21 3SU200119 ENDEAVOUR, WHITBY CHURCH STREET NORTH YORKSHIRE YO22 4AS200106 DOLPHIN HOTEL, WHITBY BRIDGE ST NORTH YORKSHIRE YO22 4BG200136 SALMON LEAP, WHITBY NTH YORKS SLEIGHTS NORTH YORKSHIRE YO22 5AA200114 GOATHLAND HOTEL, WHITBY GOATHLAND NORTH YORKSHIRE YO22 5LY200135 STATION HOTEL, WHITBY GROSMONT NORTH YORKSHIRE YO22 5PP200086 OLD EBOR, YORK NUNNERY LANE NORTH YORKSHIRE YO23 1EQ202161 VOLUNTEER ARMS, YORK WATSON STREET YORK YO24 4BH

439

PunchOutletCode Outlet Name Address 1 Address 2 Postcode200091 BLACK BULL, DRIFFIELD BARMSTON DRIFFIELD YO25 8PG200145 ALICE HAWTHORN INN, YORK NUN MONKTON NORTH YORKSHIRE YO26 8EW200080 DAWNAY ARMS, YORK SHIPTON BY BENINGBROUGH NORTH YORKSHIRE YO30 1AB200076 FOSSWAY, YORK HUNTINGTON ROAD NORTH YORKSHIRE YO31 9BP200081 FOUR ALLS HOTEL, YORK MALTON ROAD NORTH YORKSHIRE YO32 9TW200074 BAY HORSE INN, YORK STAMFORD BRIDGE NORTH YORKSHIRE YO41 1AB113547 GREY HORSE, ELVINGTON MAIN STREET YORK YO41 4AG200115 GNU INN, NORTH HUMBERSIDE NORTH NEWBALD NORTH HUMBERSIDE YO43 4SA300397 TIGER INN, NORTH NEWBALD THE GREEN YORK YO43 4SA114289 FOX & HOUNDS, BOROUGHBRIDGE LANGTHORPE YORK YO51 9BZ200079 CROWN & CUSHION, YORK WELBURN NORTH YORKSHIRE YO60 7DZ122938 NEW INN, THOLTHORPE THOLTHORPE YORK YO61 1SL201930 OAK TREE, HELPERBY RASKELF ROAD YORKSHIRE YO61 2PH201919 NEW INN, EASINGWOLD LONG STREET YORK YO61 3HT201731 HORSE SHOE, EASINGWOLD LONG STREET NORTH YORKSHIRE YO61 3JB200084 MALT SHOVEL, YORK HOVINGHAM NORTH YORKSHIRE YO62 4LF200078 CROWN HOTEL, HELMSLEY MARKET PLACE NORTH YORKSHIRE YO62 5BJ200095 BLACK SWAN, KIRBYMOORSIDE MARKET PLACE NORTH YORKSHIRE YO62 6AA200103 CROWN INN, YORK HUTTON LE HOLE NORTH YORKSHIRE YO62 6UA114359 CASTLE INN, CAWOOD 7 WISTOWGATE CAWOOD YO8 3SH300453 KINGS ARMS, SELBY THE GREEN NORTH DUFFIELD YO8 5RG

440

APPENDIX 8.3

Appendix II: Innspired Sample

PunchOutletCode Outlet Name Address 1 Address 2 Postcode300089 LITTLE CHOP HSE, HALESOWEN 74 WINDMILL HILL HALESOWEN B63 2BZ300387 WHY NOT INN, HALESOWEN TWO GATES HALESOWEN B63 2JH300127 MARLBOROUGH TAVERN, BATH 35 MARLBOROUGH BUILDINGS BATH BA1 2LY300109 ST JAMES WINE VAULTS 10 ST JAMES STREET BATH BA1 2TW300103 KINGS HEAD, UPPER WESTON 40 HIGH STREET BATH BA1 4BX300408 CHARLIES, WESTBURY 3/5 MARKET PLACE WILTSHIRE BA13 3DE300414 BEEHIVE, BRADFORD ON AVON 263 TROWBRIDGE ROAD WILTSHIRE BA15 1UA300126 KINGS ARMS, MONKTON FARLEIGH MONKTON FARLEIGH BRADFORD ON AVON BA15 2QH300106 RISING SUN, BATH 4 GROVE STREET BATH BA2 6JP300105 PACK HORSE, BATH HODS HILL BATH BA2 7DU300108 SEVEN STARS, TIMSBURY NORTH ROAD BATH BA3 1JJ300416 DUKE OF CUMBERLAND, RADSTOCK EDFORD HILL RADSTOCK BA3 5HQ300119 KING WILLIAM, SHEPTON MALLETT COOMBE LANE SHEPTON MALLETT BA4 5UG300171 FOUNTAIN INN, WELLS 1 ST THOMAS STREET WELLS BA5 2UU300181 SUN INN, WELLS 20 UNION STREET WELLS BA5 3PU300184 LION, WEST PENNARD GLASTONBURY ROAD GLASTONBURY BA6 8NH300174 KING WILLIAM, GLASTONBURY 19 MARKET PLACE GLASTONBURY BA6 9HL300372 ASHWORTH ARMS, ROSSENDALE 128 BURNLEY ROAD ROSSENDALE BB4 8HH511406 DOLPHIN HOTEL, LITTLEHAMPTON 34 HIGH STREET LITTLEHAMPTON BN17 5ED300308 BEVENDEAN HOTEL, MOULSCOMBE 50 HILLSIDE MOULSCOMBE BN2 4TF897733 GARDNERS ARMS, PORTSLADE 103/05 ABINGER ROAD PORTSLADE BN41 1SD300082 OLD CROW, HENBURY CROW LANE BRISTOL BS10 7DW300047 DRUM & MONKEY, CLEVEDON KENN ROAD BRISTOL BS21 6TJ300063 ROYAL OAK, CLEVEDON 35 COPSE ROAD BRISTOL BS21 7QN300054 NELSON ARMS, CHURCHILL SKINNERS LANE NORTH SOMERSET BS25 5PW300172 GARDENERS ARMS, CHEDDAR 35 SILVER STREET CHEDDAR BS27 3LE300078 SHIP INN, OLDBURY ON SEVERN CAMP ROAD GLOUCESTERSHIRE BS35 1PR300071 BELL, OLD SODBURY BADMINTON ROAD BRISTOL BS37 6LL120859 BALMORAL HOTEL, SILLOTH CRIFFEL STREET WIGTON CA7 4AB114282 LLANFABON, NELSON NELSON MID GLAMORGAN CF46 6PG300401 NEWADDWEN INN, BARGOED BEDWELLTY ROAD BARGOED CF8 9DY888415 FOX & HOUNDS INN, HENGOED PANALLTA HENGOED CF82 7FX300306 RAILWAY INN, WIRRAL 111 BEBINGTON ROAD WIRRAL CH62 5BG300403 KINGS HEAD, SOUTHMINSTER HIGH STREET SOUTHMINSTER CM0 7QL876390 BAR LATINO, CROYDON 48 PARK STREET CROYDON CR 0 1YF300470 IMPERIAL, CANTERBURY 48 MARTYRS FIELD ROAD CANTERBURY CT1 3PX300302 WINDMILL, RAMSGATE 45 NEWINGTON ROAD RAMSGATE CT12 6EW300298 VICTORIA HOTEL, FOLKESTONE 106-108 RISBOROUGH LANE FOLKESTONE CT20 3LL300320 FORESTERS, DARTFORD 177 HIGH ROAD DARTFORD DA2 7BU905941 OLD BREWHOUSE, ARBROATH 3 HIGH STREET ARBROATH DD11 1BH112537 BROWN HORSE, BRECHIN 62 MARKET STREET BRECHIN DD9 6BD126113 WHEEL INN, HOLBROOK CHAPEL STREET BELPER DE56 0TQ300341 POACHER, ROSSINGTON RADBURN ROAD SOUTH YORKS DN11 0SH113704 JOLLY SAILOR, GUNNESS DONCASTER ROAD SCUNTHORPE DN15 8SU300253 CHESTER TAVERN, KIDDERMINSTER 211 CHESTER ROAD NORTH KIDDERMINSTER DY10 1TN300094 LITTLE PACK HORSE, BEWDLEY 31 HIGH STREET BEWDLEY DY12 2DH896581 SPREAD EAGLE, WEST HAM 1 MITRE ROAD WEST HAM E 15 3JF119675 OLD ABERLADY INN, ABERLADY MAIN STREET LONGNIDDRY EH32 0RF300462 VAULT, WALTHAM CROSS 160 HIGH STREET HERTFORDSHIRE EN8 7AB300040 FLYING HORSE, WONFORD 8 DRYDEN ROAD EXETER EX2 5BS300033 ROSE & CROWN, BARNSTAPLE 52 NEWPORT ROAD DEVON EX32 9BQ300038 LONDON INN, BRAUNTON 17 CAEN STREET DEVON EX33 1AA300039 PORTOBELLO INN, BIDEFORD 37 SILVER STREET DEVON EX39 2DY113681 MANHATTAN, LYTHAM ST ANNES 314 CLIFTON DRIVE NORTH LYTHAM ST ANNES FY8 2PB897714 GRAPES BAR, GLASGOW 218 PAISLEY ROAD WEST GLASGOW G 51 1BU

441

PunchOutletCode Outlet Name Address 1 Address 2 Postcode121586 MALTINGS, CUMBERNAULD LARCH ROAD GLASGOW G67 3AZ122237 ROWANTREE, UDDINGSTON 60 OLD MILL ROAD UDDINGSTON G71 7PF300207 WHISTLE STOP, LISS STATION ROAD HANTS GU30 7DW300204 QUEENS HOTEL, SELBORNE HIGH STREET HANTS GU34 3JJ300191 CASTLE OF COMFORT, MEDSTEAD CASTLE STREET HANTS GU34 5LU300193 CRICKETERS, KINGSLEY KINGSLEY HAMPSHIRE GU35 9ND300205 ROSE & CROWN, SANDHURST HIGH STREET BERKSHIRE GU47 8HA300402 DUSTY MILLER, HUDDERSFIELD 2 GILEAD ROAD HUDDERSFIELD HD3 4XH300246 RED LION, AMERSHAM VILLAGE ROAD AMERSHAM HP7 0LH121062 FERRYBOAT, ULLAPOOL SHORE STREET ULLAPOOL IV26 2UJ116139 CLIFTON HOTEL, LOSSIEMOUTH 5 CLIFTON ROAD LOSSIEMOUTH IV31 6DJ300271 NAGS HEAD, LEICESTER 41 CROSS STREET LEICESTER LE19 5NJ300270 MAYFLOWER, LEICESTER 1 OCEAN ROAD LEICESTER LE5 2EH300332 PLOUGH, RHOSYMEDRE PARK ROAD WREXHAM LL14 3EF113575 HAND HOTEL, CHIRK CHURCH STREET CHIRK LL14 5EY113470 PONT Y PAIR, BETWS Y COED HOLYHEAD ROAD BETWS Y COED LL24 0BN116553 AXE & CLEAVER, NTH SOMERCOATES KEELING STREET NTH SOMERCOATES LN11 7PR123342 BAY HORSE, NORTH SOMERCOATES KEELING STREET LOUTH LN11 7QN904080 SLIP INN, LEEDS TEMPLE VIEW GROVE LEEDS LS9 9LH300257 WELLINGTON, LUTON 58 WELLINGTON STREET LUTON LU1 2QH300252 BRITANNIA, LUTON 157 BISCOT ROAD LUTON LU3 1AW300278 SHIP, IRLAM 538 LIVERPOOL ROAD MANCHESTER M44 6AJ300282 CANOPUS, ROCHESTER COOKHAM HILL ROAD ROCHESTER ME13 3NJ300286 CONCORDE, RAINHAM 120 WAKELY ROAD KENT ME8 8NW129313 WEE THACKIT, CARLUKE 5 HIGH STREET CARLUKE ML8 4AL300381 COACH INN, NEWCASTLE KILLINGWORTH DRIVE NEWCASTLE NE12 7BR300379 TURF, WINLANTON BACK STREET BLAYDON ON TYNE NE21 6AH300361 KENNEDYS, SOUTH SHIELDS 418 SOUTH ELDON STREET SOUTH SHIELDS NE33 5SY897212 PICKWICK ARMS, SOUTH SHIELDS 2 DICKENS AVENUE SOUTH SHIELDS NE34 9SY300081 NEW INN, PWILLMEYRIC PWLLMEYRIC MONMOUTHSHIRE NP16 6LF300413 TRAVELLERS REST, BACUP 508 ROCHDALE ROAD BACUP OL13 9SD300160 THREE HORSESHOES, L/HANBORO 18 MAIN ROAD OXFORDSHIRE OX29 8BE129997 MARINE BAR 10 ST EDMUNDS TERR NORFOLK PE36 5EH300001 DEVON & CORNWALL, MILLBROOK WEST STREET PLYMOUTH PL10 1AA300005 MARK OF FRIENDSHIP, MILLBROOK NEW STREET PLYMOUTH PL10 1BY300442 ROYAL STANDARD, PORTSMOUTH 20 EDINBURGH ROAD PORTSMOUTH PO1 1DE300432 MAGPIE, PORTSMOUTH 64-66 FRATTON ROAD PORTSMOUTH PO1 5BX300218 ROYAL SHADES, HAYLING ISLAND 29 SEA FRONT HAMPSHIRE PO11 0AH300231 WHITE HORSE, FAREHAM 44 NORTH WALLINGTON FAREHAM PO16 8TE300222 PRINCE OF WALES, IOW 36 SOUTH STREET ISLE OF WIGHT PO30 1JE300223 SOLENT INN, RYDE IOW 7 MONKTON STREET ISLE OF WIGHT PO33 1JW300300 WHEELBARROW, SOUTHSEA 1 KENT ROAD SOUTHSEA PO5 3EG300367 ROYAL OAK HOTEL, CHORLEY 216 CHORLEY OLD ROAD CHORLEY PR6 7NA300138 FOX, NORTH WALTHAM NORTH WALTHAM BASINGSTOKE RG25 2BE300188 BARLEY MOW, WINCHFIELD WINCHFIELD BASINGSTOKE RG27 8DE300289 FOX INN, CANE END READING ROAD READING RG4 9HE112360 COCK INN, HAYWARDS HEATH NORTH COMMON ROAD HAYWARDS HEATH RH17 7RH300248 WHITE HART, GRAYS KINGS WALK GRAYS RM17 6HR300411 PRINCE OF WALES, BARNSLEY HIGHSTONE ROAD BARNSLEY S70 4DX300395 NEWCASTLE ARMS, WORKSOP 88 CARLTON ROAD WORKSOP S80 1PS300452 PORTMANOR, LONDON PORTLAND ROAD LONDON SE25 4UF113588 GEORGE HOTEL, GLOSSOP 34 NORFOLK STREET GLOSSOP SK13 7QU300142 PRINCE OF WALES, SWINDON 8-9 UNION STREET SWINDON SN1 3LD300150 BUDS II, MELKSHAM 1 LOWBOURNE WILTSHIRE SN12 7DZ300136 CARRIERS, SOUTH MARSTON HIGHWORTH ROAD SWINDON SN3 4SE300139 GHOST TRAIN, PURTON NEW ROAD SWINDON SN5 4HF300130 NINE ELMS, SHAW OLD SHAW LANE SWINDON SN5 9PH300212 EARL OF LOCKSLEY, SHOLING 20 SOUTHEAST ROAD SOUTHAMPTON SO19 8TQ300440 RED LION, MILFORD ON SEA 32 HIGH STREET HAMPSHIRE SO41 0QD300430 LANGLEY TAVERN, SOUTHAMPTON LEPE ROAD SOUTHAMPTON SO45 1XR

442

PunchOutletCode Outlet Name Address 1 Address 2 Postcode300360 HILTONBURY FARMHSE, EASTLEIGH NORTH MILLERS DALE EASTLEIGH SO53 1SZ300198 ALE & CIDER PRESS, S/BURY 44 FISHERTON STREET SALISBURY SP2 7RB300239 GREAT CHALVEDON HALL, PITSEA OFF RECTORY ROAD ESSEX SS13 2AN113691 DRAYCOTT ARMS, DRAYCOTT CHEADLE ROAD STAFFORDSHIRE ST11 9RQ300458 COTTAGE INN, NETHER STOWEY KEENTHORNE SOMERSET TA5 1HZ114171 LORD HILL, MARKET DRAYTON SHREWSBURY ROAD MARKET DRAYTON TF 9 3DU300030 TAVISTOCK INN, POUNDSGATE POUNDSGATE DEVON TQ13 7NY300021 FERRY BOAT INN, DITTISHAM MANOR STREET DEVON TQ6 0EX300026 ROYAL OAK, MALBOROUGH HIGHER TOWN DEVON TQ7 3RL113700 WILLOWS, KESTLEMILL KESTLE MILL NEWQUAY TR8 4PU114044 NEWTON LE WILLOWS SOCIAL CLUB PATTERSON STREET NEWTON LE WILLOWS WA12 9PZ122234 LONGSHAW BELL, DALLAM LONGSHAW STREET WARRINGTON WA5 0DE300275 SAVILLE ARMS, MIRFIELD 1 LEE GREEN DEWSBURY WF14 0AA300334 BRIDGE TAVERN, WILLENHALL BENTLEY LANE WEST MIDLANDS WV12 4AA119256 CROWN & CUSHION, BRADLEY BANK STREET BRADLEY WV14 9PA300336 COACHMAN, BRIDLINGTON HILDERTHORPE ROAD BRIDLINGTON YO15 3BH300397 TIGER INN, NORTH NEWBALD THE GREEN YORK YO43 4SA114289 FOX & HOUNDS, BOROUGHBRIDGE LANGTHORPE YORK YO51 9BZ

443

APPENDIX 8.4

Appendix II: Pubmaster Sample

PunchOutletCode Outlet Name Address 1 Address 2 Postcode202273 LOCHSIDE BAR, ABERDEEN 87/89 LOCH STREET ABERDEEN AB25 1DH200858 CRICKETERS ARMS, SMALL HEATH 48 LITTLE GREEN LANE WEST MIDLANDS B 9 5AX200838 HEREFORD ARMS, SPARKBROOK 86 KYRWICKS LANE WEST MIDLANDS B 11 1TD200842 VICTORIA, BALSALL HEATH BIRMI 5 RUNCORN ROAD WEST MIDLANDS B 12 8QP203619 WHITLEY HOTEL, HALESOWEN STOURBRIDGE ROAD WEST MIDLANDS B63 3QX200867 PARRY LANE TAVERN, BRADFORD 240 STICKER LANE WEST YORKS BD 4 8RS201724 HARE & HOUNDS, KEIGHLEY LOTHERSDALE WEST YORKSHIRE BD20 8EL200604 ROSTRON ARMS, EDENFIELD 1 MARKET PLACE RAMSBOTTOM BL 0 0JZ202162 VULCAN, DEANE 10 JUNCTION RD BOLTON BL 3 4LT201906 MOSS ROSE, KEARSLEY MANCHESTER RD BOLTON BL 4 8QG202411 BEAUMONT ARMS, LADYBRIDGE EAST ARNDALE ROAD BOLTON BL3 4XB202503 BROWN COW, HORWICH 36 CHURCH STREET BOLTON BL6 6AD200873 HENTY ARMS, FERRING 2 FERRING ROAD WEST SUSSEX BN12 6QY201773 TRAVELLERS REST, PENRITH GLENRIDDING CUMBRIA CA11 0QQ200341 PALOMINO, NEWMARKET VALLEY WAY SUFFOLK CB 8 0QQ201440 GREENFIELD, YSTRAD WILLIAM STREET RHONDA CF41 7QR201412 CROSS KEYS, CEFN HENGOED GELLIGAER ROAD MID GLAMORGAN CF82 7HN202593 COMMERCIAL, CHURCHYARD ST PETERS CHURCHYARD CHESTER CH1 2HG202789 GOSHAWK, MOULDSWORTH STATION ROAD CHESTER CH3 8AJ203227 RED LION(TARVIN), TARVIN CHURCH STREET CHESTER CH3 8EB202769 GLYNNE ARMS, BRETTON CHESTER ROAD CHESTER CH4 0DH203015 NANT INN, BUCKLEY PODESWOOD ROAD CLWYD CH7 2JN202817 GRIFFIN INN, MYNYDD ISA MOLD ROAD MOLD CH7 6TF200893 FEATHERS, STANSTED 21 CAMBRIDGE ROAD ESSEX CM24 8BX200915 NEW INN, COLCHESTER 36 CHAPEL STREET SOUTH ESSEX CO 2 7AX200286 TREBLE TILE, WEST BERGHOLT COLCHESTER ROAD NR COLCHESTER

ESSEXCO 6 3JQ

200365 KINGS ARMS, DOVERCOURT 178 HIGH STREET HARWICH ESSEX CO12 3AT200307 BRITISH FLAG, HARWICH WEST STREET ESSEX CO12 3DD200362 DEVON, DOVERCOURT 1 RAMSEY ROAD HARWICH ESSEX CO12 4RJ200310 NEVER SAY DIE, NR CLACTON ON S 24 BROADWAY JAYWICK ESSEX CO15 2EH200921 GOLDEN LION, CATERHAM ON-THE-H 2 TOWN END SURREY CR 3 5UG200938 THREE TUNS, BARLESTONE NUN WEST END WARWICKSHIRE CV13 0EJ202913 KINGS ARMS, MIDDLEWICH QUEENS STREET MIDDLEWICH CW10 9AR203463 SWAN, WOORE NANTWICH ROAD NR CREWE CW3 9SA203233 RIFLEMAN HOTEL, WINSFORD WEAVER STREET WINSFORD CW7 4AE203211 RED LION, HARTFORD 277 CHESTER ROAD NR NORTHWICH CW8 1QL202710 FISHPOOL, NORTHWICH DELAMERE NORTHWICH CW8 2HP203247 ROEBUCK, NORTHWICH WITTON STREET CHESHIRE CW9 5EA203331 SPINNER & BERGAMOT, COMBERBA WARRINGTON ROAD NR NORTHWICH CW9 6AY202436 BLACK GREYHOUND HOTEL, WINCHAM HALL LANE NR NORTHWICH CW9 6DG202600 CORNISHMAN, ALVASTON HOLBROOK ROAD DERBYSHIRE DE24 0LX202358 VAULTS, WIRKSWORTH COLDWELL STREET DERBYS DE4 4AB202324 GEORGE & DRAGON, NEWTON CRAGG LANE NR ALFRETON DE55 5TN202355 SWAN, DRAYCOTT IN THE CLAY LICHFIELD ROAD STAFFS DE6 5GZ202174 WELLINGTON, FENCE HOUSES FRONT STREET TYNE & WEAR DH 4 6LP202000 RED LION, COXHOE BLACKGATE CO. DURHAM DH 6 4DB200053 BRAWNS DEN, BRANDON WINCHESTER DRIVE DURHAM DH 7 8UG201600 COPPER BEECH, DARLINGTON MEASHAM ROAD DARLINGTON DL 1 4DH200040 OAK TREE INN, DARLINGTON MIDDLETON ST GEORGE CO DURHAM DL 2 1HN200039 OTTER & FISH INN, HURWORTH DA CHURCH ROW CO DURHAM DL 2 2AH201926 NORTH BRITON, AYCLIFFE VILLAGE HIGH STREET COUNTY DURHAM DL 5 6JX200037 MASONS ARMS, ETHERLEY DENE 17 FRONT STREET BISHOP AUCKLAND DL14 0JP201970 PRINCE OF WALES, BALBY 25-29 BALBY ROAD DONCASTER DN 4 0RE201726 HARLINGTON INN, HARLINGTON 13 DONCASTER ROAD DONCASTER DN 5 7HD202187 WHITE HART, ASKERN HIGH STREET DONCASTER DN 6 0AB

444

PunchOutletCode Outlet Name Address 1 Address 2 Postcode200959 MILESTONE, DENABY MAIN DONC DONCASTER ROAD SOUTH YORKS DN12 4JH201895 MAYFLOWER, IMMINGHAM MARGARET STREET IMMINGHAM DN40 1JY203628 WISE MAN, DORCHESTER WEST STAFFORD DORSET DT2 8AG203518 TURKS HEAD, WEYMOUTH CHICKERELL WEYMOUTH DT3 4DS203288 SAILORS RETURN, WEYMOUTH THE QUAY DORSET DT4 8AD202699 FERRYBRIDGE, WYKE REGIS 262 PORTLAND ROAD WEYMOUTH DORSET DT4 9AF202373 ALBERT INN, WYKE REGIS HIGH STREET WEYMOUTH DT4 9NZ203474 MARQUIS OF GRANBY, WEYMOUTH CHICKERELL RD DORSET DT4 9TW200974 DUKE OF WELLINGTON, HACKNEY 90 MORNING LANE LONDON E 9 6NA200553 BOOTLACES, LEYTON 596 LEA BRIDGE ROAD LONDON E 10 7ND202227 CAFE HABANA, EDINBURGH GREENSIDE PLACE EDINBURGH EH1 3AA202217 CROSS KEYS, TRANENT 26 BRIDGE STREET EAST LOTHIAN EH21 8BQ202247 PROM BAR, NEWHAVEN 2-6 ANCHORFIELD EDINBURGH EH6 4JG203451 SUN, NORTHAW JUDGES HILL HERTS EN6 4NL203281 ROYAL OAK INN, EXETER EXMINSTER DEVON EX6 8DX202242 DUNBLANE HOTEL, DUNBLANE 10 STIRLING STREET DUNBLANE FK15 9EP202240 CUILLINS BAR, THORNLIEBANK 51 KYLEAKIN ROAD GLASGOW G46 8DE201827 FOX & HOUNDS INN, BADMINTON ACTON TURNVILLE AVON GL 9 1HW201824 CROWN INN, COLEFORD PARKEND ROAD GLOS. GL16 7HX201832 KINGS ARMS, NEWENT ROSS ROAD GLOS. GL18 1BD201825 CROWN INN, KEMERTON HIGH STREET TEWKESBURY GLOS. GL20 7HP201840 PLOUGH INN, PRESTBURY MILL STREET CHELTENHAM GLOS. GL52 3BG202039 ROYAL OAK, NORTH YORKSHIRE BURTON LEONARD NORTH YORKSHIRE HG 3 3SJ201037 RISING SUN, GEORGE ST CANAL SIDE BERKHAMSTED HP 4 2EG201030 RED LION, BEACONSFIELD KNOTTY GREEN BUCKS HP 9 2TN201046 KINGS ARMS, BROMYARD 45 HIGH STREET HEREFORDSHIRE HR 7 4EE128729 KING WILLIAM, HULL 41 MARKET PLACE HULL HU1 1RS200137 LINCOLN ARMS, (OFF VICTORIA RO LINCOLN WAY BEVERLEY N

HUMBERSIDEHU17 0AJ

202042 ROYAL STANDARD HOTEL, BEVERLEY NORTH BAR NORTH HUMBERSIDE HU17 8DL128730 THREE CROWNS, HULL 499 ANLABY ROAD HULL HU3 6DT200420 INKERMAN, IPSWICH 197 NORWICH ROAD SUFFOLK IP 1 4BX200433 MAYPOLE, IPSWICH OLD NORWICH ROAD IPSWICH IP 1 6LE200397 COMPASSES, HOLBROOK IPSWICH ROAD IPSWICH SUFFOLK IP 9 2QR201054 FALCON INN, WALTON 272 HIGH STREET NEAR FELIXSTOWE IP11 9DS200380 ANGEL, WOODBRIDGE THEATRE STREET SUFFOLK IP12 4NE200402 CROWN & ANCHOR, FRAMLINGHAM 4 CHURCH STREET WOODBRIDGE

SUFFOLKIP13 9BQ

200401 CROWN, STOWUPLAND CHURCH ROAD STOWMARKETSUFFOLK

IP14 4BQ

200466 WHITE HORSE, FINNINGHAM STATION ROAD STOWMARKET IP14 4TL200470 WHITE HART, MILDENHALL 21 HIGH ST MILDENHALL SUFFOLK IP28 7EA201305 FIGHTING COCKS, KINGSTON UPON 56 LONDON ROAD SURREY KT 2 6QA202763 GLOBE, LIVERPOOL 17 CASES STREET LIVERPOOL L1 1HW203105 PIPE & GANNEX, KNOWLSLEY SUGAR LANE MERSEYSIDE L34 0EW202507 BULL & DOG, BURSCOUGH LIVERPOOL ROAD SOUTH ORMSKIRK L40 7SS202643 DELL, PRENTON PRENTON HALL ROAD BIRKENHEAD L43 3AE201461 PALATINE HOTEL, MORECOMBE THE CRESCENT LANCS LA 4 5BZ201744 COAST, MORECAMBE QUEEN STREET LANCASHIRE LA 4 5EG201638 DUKE OF CUMBERLAND, KENDAL APPLEBY ROAD CUMBRIA LA 9 6ES201394 BARROW ARMS, BARROW IN FURNESS CAVENDISH STREET CUMBRIA LA14 1PZ203107 PLOUGH, GALGATE MAIN ROAD NR LANCASTER LA2 0LQ201438 GREDINGTON ARMS, HOLT CROSS STREET WREXHAM LL12 7HA202816 GRIFFIN INN, GRESFORD CHURCH GREEN WREXHAM LL12 8RG202192 WHITE HORSE, CLWYD LLANFAIRDYFFRYN WALES LL15 2RU203635 YE OLD VAULTS, BANGOR 334 HIGH STREET GWYNEDD LL57 1YA202444 BLACK SWAN, HORNCASTLE SOUTH STREET LINCS LN9 6EF201081 RED LION, LEIGHTON BUZZARD 1 NORTH ST BEDS LU7 1EF202121 THREE LEGS OF MAN, MANCHESTER STRETFORD ROAD MANCHESTER M 15 4AE200609 WELLINGTON, PATRICROFT 37 WORSLEY ROAD ECCLES M 30 8PB

445

PunchOutletCode Outlet Name Address 1 Address 2 Postcode202989 MIDWAY, LONGSIGHT 703 STOCKPORT ROAD LEVENSHULME M12 4QN202799 GRAPES INN, PRESTWICH 459 BURY NEW ROAD MANCHESTER M25 1AF202695 FARMERS ARMS, SWINTON 162 MANCHESTER RD MANCHESTER M27 5TP203149 QUEENS ARMS, BOOTHSTOWN CHADDOCK LANE WORSLEY M28 1DN201097 NAGS HEAD, WINSLOW BUCK 39 SHEEP STREET WINSLOW

BUCKINGHAMMK18 3HL

202269 CHERRY TREE, WISHAW 259 METHERTON ROAD WISHAW ML2 0BD202272 IMPERIAL, WISHAW 121 MAIN STREET WISHAW ML2 7AU202235 ALHAMBRA, BELLSHILL 202 MAIN STREET BELLSHILL ML4 1AB202253 WHITELAWS, AIRDRIE 17-19 SOUTH BRIDGE STREET AIRDRIE ML6 6JQ200484 COACH & HORSES, STOKE NEWINGTO 178 HIGH STREET LONDON N16 N 16 7JL201109 ROCKIES, NEWCASTLE 78 SCOTSWOOD ROAD TYNE & WEAR NE 4 7JH201742 ISABELLA, BLYTH SOUTHEND ROAD NORTHUMBERLAND NE24 5RW201582 SHIP, WALLSEND 101 HIGH STREET WEST WALLSEND NE28 8JD202098 STEAMBOAT, SOUTH SHIELDS MILL DAM TYNE & WEAR NE33 1EQ201863 LAKE, MARSDEN LAKE AVENUE SOUTH SHIELDS NE34 7AY200061 LORD BARRINGTON, NORTHUMBERLAN STAKEFORD NORTHUMBERLAND NE62 5UA201934 ODDFELLOWS ARMS, ALNWICK NARROWGATE NORTHUMBERLAND NE66 1JN202961 LORD ROBERTS, NOTTINGHAM 24 BROAD STREET NOTTINGHAM NG1 3AN202335 MASONS, HUCKNALL WATNALL ROAD NOTTINGHAM NG15 6EY202360 WHITE LION, KIMBERLEY SWINGATE NOTTINGHAM NG16 2PQ203612 WHITE LION, SELSTON 240 NOTTINGHAM ROAD NOTTS NG16 6AD202315 CARPENTERS ARMS, MANSFIELD NEWGATE LANE NOTTS NG18 2LB202398 BADGER, SHIREBROOK RECREATION ROAD NOTTINGHAM NG20 8JY201585 CHEQUERS INN, ELSTON TOAD LANE NEWARK NG23 5NS203269 ROYAL OAK, GRANTHAM MARKET PLACE LINCS NG31 6LR201112 MARQUIS OF GRANBY, SLEAFORD 65 WESTGATE LINCS NG34 7PU203011 NAGS HEAD, NOTTINGHAM CARLTON HILL NOTTINGHAM NG4 1FN202326 HEATHFIELD, BASFORD ARNOLD ROAD NOTTINGHAM NG5 1NJ201414 DEERS LEAP, BELLINGE FIELDMILL LANE NORTHANTS NN 3 9AZ200505 RED LION, BOZEAT 63 LONDON ROAD WELLINGBOROUGH NN29 7JR201118 ROSE INN, NEWPORT REDWICK MAGOR GWENT NP26 3DU200243 LORD ROSEBERY, NORWICH 94 ROSEBERY ROAD NORFOLK NR 3 3AB200517 STANLEY ARMS, NORWICH 33 MAGDALEN ROAD NORFOLK NR 3 4LG200250 PELICAN, TACOLNESTONE NORWICH ROAD NORFOLK NR16 1AL200278 SWAN INN, DEREHAM GRESSENHALL NORFOLK NR20 4QU200507 CROSS KEYS, DILHAM THE STREET NORFOLK NR28 9PS202689 FAREWELL, CASTLETON 725 MANCHESTER ROAD ROCHDALE OL11 3AQ201635 DOG & PARTRIDGE, WHITWORTH MARKET ST ROCHDALE OL12 8HA201588 CITIZENS, ROCHDALE 110 DRAKE STREET LANCASHIRE OL16 1PN202533 CARTERS ARMS, ROYTON 133 OLDHAM ROAD OLDHAM. OL2 6BU202513 BULLS HEAD, WATERHEAD BRIDEOAK STREET OLDHAM OL4 2HB201128 CHEQUERS, OXFORD 44 ST THOMAS STREET OXON OX 1 1JP201141 RED LION, CASSINGTON THE GREEN OXFORD OX 8 1DN201138 NEWLANDS INN, EYNSHAM NEWLANDS STREET EYNSHAM OX 8 1LD201127 BLACK BOY, CHINNOR STATION ROAD OXON OX 9 4PZ203301 SHADES, SKEGNESS LUMLEY ROAD LINCS PE25 3LL200216 GATE INN, KINGS LYNN MIDDLETON KINGS LYNN PE32 1RW200638 LONDON INN, HORRABRIDGE 23 STATION ROAD YELVERTON PL20 7ST201160 WHEELWRIGHTS ARMS, HAVANT 27 EMSWORTH ROAD HANTS PO 9 2SN203129 PORTLAND ARMS, PORTSMOUTH STAMSHAW ROAD PORTSMOUTH PO2 8LX201571 CARDWELL ARMS, ADLINGTON CHORLEY RD LANCASHIRE PR 6 9LH203452 SUN INN, CHIPPING 2 WINDY STREET NR PRESTON PR3 2GD202427 BIRLEY ARMS, WARTON BRYNING LANE PRESTON PR4 1TN203557 WALMER BRIDGE, WALMER BRIDGE LIVERPOOL OLD ROAD PRESTON PR4 5QE202940 LEO’S, SOUTHPORT 46 NEVILL STREET SOUTHPORT PR9 0DR201166 ABINGER ARMS, ABINGER HAMMER DORKING ROAD DORKING SURREY RH 5 6RZ201622 CROWN INN, SHEFFIELD 87/89 FORNCETT STREET SHEFFIELD S 4 7QG201981 QUEEN’S GROUND, SHEFFIELD 401 LANGSETT ROAD SHEFFIELD S 6 2LJ201948 PALM TREE, WALKLEY PALM STREET SHEFFIELD S 6 2XF

446

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201978 QUEEN HOTEL, MOSBOROUGH 135 HIGH STREET SHEFFIELD S 20 5AF201178 CROWN, KILLAMARSH SHEFFIEL 1 ASHLEY LANE SOUTH YORKS S 21 1AB201521 BIRD-IN-HAND, ECKINGTON 126 HIGH STREET SHEFFIELD S 21 4DR201632 DEVONSHIRE ARMS, NEWBOLD 17 OCCUPATION RD CHESTERFIELD S 41 8TH202065 SHIP INN, GREASBOROUGH 6 MAIN STREET ROTHERHAM S 61 4PX202393 ARDSLEY LODGE, STAIRFOOT DONCASTER ROAD ARDSLEY S70 3PE202318 CUTTING EDGE, WORSBOROUGH DALE CUTTING BANK EDGE ROAD BARNSLEY S70 4AF201444 HUNTSMAN & HOUND, LONDON 70 ELSTED STREET LONDON SE17 1QX201188 ANGEL, WARE 54 STAR STREET HERTS SG12 7AQ201194 RED LION, STANSTEAD ABBOTS HIGH STREET NEAR WARE HERTS SG12 8AA202414 BEEHIVE, NR LITTLE BERKHAMPSTE EPPING GREEN HERTS SG13 8NB201747 JOLLY CROFTER, STOCKPORT 15 CASTLE STREET CHESHIRE SK 3 9AB202958 LORD CLYDE, BOLLINGTON 36 CLARKE LANE NR MACCLESFIELD SK10 5AH203360 STAR INN, GLOSSOP 2 HOWARD ST DERBYSHIRE SK13 7DD201689 GODLEY HALL, HYDE C/O CHARLES PATRICK INNS, 36

CHURCH BROWCHESHIRE SK14 6JJ

202516 BULLS HEAD, STALYBRIDGE 4 KNOWL STREET CHESHIRE SK15 3AJ201196 DEVONSHIRE ARMS, HARTINGTON MARKET PLACE DERBYS SK17 0AL203018 NAVIGATION INN, WHALEY BRIDGE JOHNSTON STREET STOCKPORT SK23 7LU202633 CROWN INN, BREDBURY STOCKPORT ROAD STOCKPORT SK6 2AA202736 FREEMASONS ARMS, HANDFORTH 88 WILMSLOW ROAD WILMSLOW SK9 3EW201201 QUEENS HEAD, LITTLE MARLOW MA POUND LANE CHURCH ROAD BUCKS SL 7 3RZ202662 DRUMMOND ARMS, PORTSWOOD 56 SOMERSET ROAD SOUTHAMPTON SO17 3AA202971 MANOR HOUSE, WOOLSTON 8 SWANAGE CLOSE SOUTHAMPTON SO19 2EW203237 RISING SUN, SWANMORE HILL POUND SOUTHAMPTON SO32 2PS200546 ANCHOR, CANEWDON HIGH STREET ROCHFORD SS 4 3QA200581 DEVONSHIRE ARMS, ALSAGER SHADY GROVE CHESHIRE ST 7 2NH203526 VICTORIA, HANLEY VICTORIA SQUARE STOKE ON TRENT ST1 4JH201221 PLOUGH, UTTOXETER STAFFORD ROAD BLOUNTS

GREENSTAFFS ST14 8DR

202985 MERE INN, ALSAGER 56 CREWE ROAD ALSAGER ST7 2ET201235 CROWN & SCEPTRE, SHREWSBURY MINSTERLEY SHROPSHIRE SY 5 0BA202519 BULLS HEAD, WHITCHURCH WATERGATE STREET WHITCHURCH SY13 1DP203025 NEW INN, NR MALPAS HAMPTON NR MALPAS SY14 8JH202719 FLYING SHUTTLE, LLANIDLOES ROA VAYNOR EST NEWTOWN SY16 1HL202597 CORBET ARMS, NR SHREWSBURY UFFINGTON SHROPSHIRE SY4 4SN203072 OWEN GLENDOWER, SHREWSBURY FORD SHROPSHIRE SY5 9LE202767 GLOBE INN, LUDLOW MARKET STREET SHROPSHIRE SY8 1BP203540 VICTORIA HOTEL, BURNHAM ON SEA 25 VICTORIA STREET SOMERSET TA8 1EQ203485 THOMAS TELFORD, TELFORD LEEGOMERY SHROPSHIRE TF1 6XQ202374 ALBION, BROSELEY HIGH STREET SHROPSHIRE TF12 5EY202944 LION, TELFORD SHIFNAL ROAD SHROPSHIRE TF2 9NN203473 SWAN INN, TELFORD WATERS UPTON SHROPSHIRE TF6 6NP202649 DEVON ARMS, TORQUAY PARK LANE DEVON TQ1 2AU203029 NEW INN, PENRYN MABE BURNTHOUSE CORNWALL TR10 9HN202702 FINN MCCOULS (EX KIMBERLEY), F KILLIGREW STREET FALMOUTH TR11 3PG203497 THREE TUNS, HELSTON ST KEVERNE TRURO CORNWALL TR12 6ND203589 WHITE HART, CAMBORNE FORE STREET CORNWALL TR14 8JS203593 WHITE HART, PENZANCE LUDGVAN TRURO CORNWALL TR20 8EY202916 KINGS HEAD, CHACEWATER FORE STREET TRURO TR4 8PY201900 MINERS ARMS, SKELTON BOOSEBECK ROAD SALTBURN TS12 2DD200128 ROYAL GEORGE, SALTBURN STAITHES CLEVELAND TS13 5BH200017 ROYAL GEORGE HOTEL, THORNABY O 116 THORNABY ROAD CLEVELAND TS17 6EZ203173 RAILWAY, HEATLEY 42 MILL LANE NR LYMM WA13 9SQ202563 CHURCH INN, MOBBERLEY CHURCH LANE CHESHIRE WA16 7RD202429 BLACK BEAR, WARRINGTON 502 KNUTSFORD ROAD CHESHIRE WA4 1DX203239 RIVERSIDE INN, WARRINGTON CHESTER ROAD CHESHIRE WA4 6AR202534 CASTLE HOTEL, RUNCORN HALTON RUNCORN WA7 2BE202797 GRAPES, RUNCORN 82 HALTON ROAD RUNCORN WA7 5SB203318 SIMMS CROSS, WIDNES 100 WIDNES ROAD WIDNES WA8 6AX

447

PunchOutletCode Outlet Name Address 1 Address 2 Postcode201262 WINDMILL, CHIPPERFIELD THE COMMON HERTS WD 4 9BU201251 DEVONSHIRE ARMS, BUSHEY HEATH 158 HIGH RD HERTS WD23 1NP203522 UNICORN, KINGS LANGLEY GALLOWS HILL HERTS WD4 8LU201265 ANCHOR, ALLERTON BYWATER CAST VICTORIA STREET WEST YORKS WF10 2EF202209 YORKSHIRE ROSE, CASTLEFORD AKETON ROAD WEST YORKSHIRE WF10 5DW201269 IMPERIAL, DEWSBURY 50 BRADFORD ROAD WEST YORKS WF13 2DU203204 RED LION, ASHTON-IN-MAKERFIE 25 GERARD STREET ASHTON-IN-

MAKERFIELDWN4 9AG

202670 EAGLE & CHILD, ASHTON IN MAK 233 HEATH ROAD ASHTON INMAKERFIELD

WN4 9HW

203520 UNICORN, BILLINGE 190 UPHOLLAND ROAD HIGHER END WN5 7DJ202723 FORRESTERS ARMS, STANDISH 41 SHEVINGTON MOOR WIGAN WN6 0SQ202523 BUSY BEE, CHAPEL HOUSE KILN LANE SKELMERSDALE WN8 8PW202842 HARE & HOUNDS, UPHOLLAND 242 ORMSKIRK ROAD WIGAN WN8 9AA201423 ARBOR LIGHTS, WALSALL 127/128 LICHFIELD STREET WEST MIDLANDS WS 1 1SY201282 MINERS REST, CHASETOWN BR HIGHFIELDS ROAD STAFFS WS 7 8QS201434 GLOBE, HEDNESFORD EAST CANNOCK ROAD HEDNESFORD WS12 5LZ202397 BACHE ARMS, NR BRIDGNORTH HIGHLEY SHROPSHIRE WV16 6JU200107 DOTTEREL INN, FILEY REIGHTON NORTH YORKSHIRE YO14 9RU201299 SUN INN, PICKERING WESTGATE NORTH YORKS YO18 8BA200118 HART INN, NR WHITBY SANDSEND NORTH YORKSHIRE YO21 3SU200136 SALMON LEAP, WHITBY NTH YORKS SLEIGHTS NORTH YORKSHIRE YO22 5AA200079 CROWN & CUSHION, YORK WELBURN NORTH YORKSHIRE YO60 7DZ200078 CROWN HOTEL, HELMSLEY MARKET PLACE NORTH YORKSHIRE YO62 5BJ

448

INDEX OF DEFINED TERMS

Defined Terms Page$. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31989 Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1272004/5 year-to-date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354Accelerated Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153Account Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206Additional Screen Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153Agent Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Agent Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Amended and Restated Financial Advisory Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Amortisation Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178Annualised Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Applicable Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25, 173Article 81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43associated company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149Available Excess Cash Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72Average Expected Gross Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79AWPs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44AWT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124Basic Terms Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193Bass . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127Beer Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 14Borrower Enforcement Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89Borrower Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85Borrower Pre-Borrower Enforcement Notice Priority of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90Borrower Security Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Borrower Subordinated Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114Borrower Subordinated Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114Borrower Transitional Agency Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111Business and Asset Transfer Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25, 153, 171, 187Calculation Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184CapEx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75CapEx Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73CapEx Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Capital Market Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Capital Market Exception . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54CapMAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149Cash Benefit of any Tax Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103Cash Flow Test Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72CDI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Centrum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6, 136Chapter 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Charge Consent Leasehold Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Charged Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168Chargee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

449

Defined Terms PageCharter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44, 127class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163Class A Issuer Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188Class A Note Acceleration Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188Class A Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Class A Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 163Class A1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Class A2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Class A3 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162, 163Class A3 Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Class A4 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Class A5 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Class A6 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162, 163Class A6 Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Class A7 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 20, 162, 163Class A7 Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Class A8 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 20, 162, 163Class A8 Step-Up Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26, 173Class A8 Step-Up Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Class A8 Step-Up Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26, 173Class B Issuer Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189Class B Note Acceleration Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189Class B Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Class B Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Class B1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162, 163Class B1 Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Class B2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162, 163Class B2 Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Class C Issuer Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190Class C Note Acceleration Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190Class C Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Class C Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Class C1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 20, 162, 163Class C1 Step-Up Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26, 173Class C1 Step-Up Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Class C1 Step-up Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Clearstream, Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30, 196Closing Outlet EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153, 162Connected Third Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80Coors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128Cousin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136Current FCF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Current Period Excess Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68Daughter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136Debt Service Cover Ratio Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67Deed of Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Defease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77Definitive Bearer Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Definitive Registered Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Directive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44, 126

450

Defined Terms PageDispute. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159Distribution Compliance Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196DTZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Due for Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68Eighth Supplemental Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Eligible Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109Eligible Permitted Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79EMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202EMU Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202Enterprise Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54, 56Escrow Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8EUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3, 202Euro Exchange Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202Euro Exchange Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202Euro Interest Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30, 196Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Excess Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72Excess of Loss Reinsurance Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196Excluded Group Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Existing Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Existing Class A Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 162Existing Class B Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Existing Fixed Rate Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 20, 163Existing Floating Rate Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Existing Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Existing Notes Agency Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Existing Notes Agent Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Existing Reg S Global Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Existing Reg S Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Existing Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Expected Class A Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84FCF Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67FCF Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72Fifth Supplemental Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Fifth Supplemental Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Financial Advisory Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110Financial Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160Financial Guarantee Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153Financial Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Financial Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Financial Quarter Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Financial Quarter Test Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Financial Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70First Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162First Further Class A Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162First Further Class A1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

451

Defined Terms PageFirst Further Class A2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162First Further Class A3 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162First Further Class B1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162First Further Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162First New Class A Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162First New Class B2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19First New Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162First New Notes Agency Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164First New Notes Agent Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164First New Notes Principal Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164First New Reg S Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165First New Temporary Reg S Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165First Supplemental Agency Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164First Supplemental Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163First Supplemental Parent Guarantor Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163First Supplemental Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87First Supplemental Trust Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 107, 162Fiscal Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27, 158Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 144Fourth Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Fourth Supplemental Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Fourth Supplemental Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Fourth Supplemental Trust Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 108, 162Fourth Valuation Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Free Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Free Cash Flow Test Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72FRN Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171FRN Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19FSA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144FSMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144Further Class A Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class A3 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class A6 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class A7 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class A8 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class B Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class B1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class B2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class C Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Class C1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198Further Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29, 198Further Notes Exchange Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Further Reg S Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Further Temporary Reg S Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Further Term Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86Further Term Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151Global Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Gross Redemption Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181, 182Group Collection Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110Group Operating Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110Guarantee and Reimbursement Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153Guaranteed Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23, 153Guaranteed Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

452

Defined Terms PageHistoric Acquisition Condition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78Hive-Across Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Hive-Across Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136IAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369IASB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369ICL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136ICTA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53, 369IGL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136Independent Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82Inn Partnership Asset Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Inn Partnership Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Inn Partnership Pubs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113InnSpired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137Insolvency Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Insolvency Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154, 194Interbrew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Interest Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Interest Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Interest Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25, 170Interest Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25, 171Interest Residual Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199Investment CapEx Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Investment CapEx Shortfall Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Investor Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66Investor Report Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185Irish Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 14, 154, 160, 162Issuer Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199Issuer Cash Collateralisation Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85Issuer Charged Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167Issuer Deed of Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Issuer Enforcement Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191Issuer Secured Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25, 100, 167Issuer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167Issuer Security Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15, 163Issuer/Borrower Facility Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Issuer/Borrower Swap Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94ITL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136Jubilee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Jubilee Business and Asset Transfer Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Jubilee Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Lead Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203Leasehold Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184Liquidity Downgrade Event. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97Liquidity Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97Liquidity Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30, 95

453

Defined Terms PageLiquidity Facility Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30, 95Liquidity Facility Provider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Liquidity Facility Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97Liquidity Shortfall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30, 95Liquidity Subordinated Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101Look Back EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84Look Through Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84Look Through Test Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84Luxembourg Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163Maintenance CapEx Shortfall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Managed Houses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128Management Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110Master Definitions and Construction Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164MBIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 14, 160, 162MBIA Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154, 157MBIA Assurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144MBIA Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144MBIA Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154, 194MBIA Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144MBIA Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149MBIA Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144MBIA Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2MBIA Termination Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194MBIA UK Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147Mercury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136Minimum Investment CapEx Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Minimum Maintenance CapEx Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Minimum Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97Minimum Short-Term Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15MMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127Moody’s. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 144Net Pub Sales Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77Net Retained Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Net Worth Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67Net Worth Maintenance Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147New Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29, 199New Rule 144A Global Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165New Securitisation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 8New Securitisation Group Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89New Subordinated Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114New Subordinated Loan Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114New Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80New Term Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86New Term Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86No Material Prejudice Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Non-payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Note Acceleration Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190Note Principal Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183Note Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14, 154, 160, 162Noteholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166Noteholder Reserved Matter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195Noteholder Reserved Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

454

Defined Terms PageNotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154, 163, 314Notice of Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Obligors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Offering Circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Official List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 210Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Original Agency Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Original Class A Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Original Class A1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162Original Class A2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162Original Class A3 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162Original Class B1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Original Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Original Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162Original Parent Guarantor Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163Original Punch Taverns B Deed of Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87Original Reg S Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Original Reg S Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Original Rule 144A Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Original Rule 144A Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Original Trust Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 107, 162Outlet EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77Overview Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49, 62Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46PAO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184Parent Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108, 163Parent Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 14, 162Parent Guarantor Charged Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168Parent Guarantor Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108, 163Parent Guarantor Secured Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108Parent Guarantor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168Participating Member State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202Paying Agency Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Paying Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Peak Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Peak Service Debt Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Pension Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Permitted Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77Permitted Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87Permitted Disposals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Permitted Restricted Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154PG Security Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15, 108PGRP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 137PGRP Business and Asset Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112PGRP Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112PGRP Transitional Agency Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112PMG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14PMI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113PML Business and Asset Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112PML Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112PMM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113PMT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113pounds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

455

Defined Terms PagePRAF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Preference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Premium Step-Up Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Principal Amount Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185Principal Financial Centre . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Principal Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15, 154Principal Residual Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200Profitability Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79Proposed Disposal Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Prospectus Directive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70PT Subordinated Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114PT Subordinated Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114PTL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Pub.com Asset Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Pub.com Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Pub.com Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Pubcos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Pubmaster Finance Securitisation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Pubmaster Taverns Asset Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Pubmaster Taverns Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Pubmaster Taverns Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Pubmistress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124Punch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Punch Taverns B Secured Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89Punch Taverns B Sub-Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 8Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112qualified institutional buyers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72R (FCF) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Rating Confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Receipt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186Recovered Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154Redemption Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184Redenomination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200Reg S Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Reg S Existing Fixed Rate Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Reg S Global Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Reg S Second New Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166Registered Title Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49, 62regulated market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Regulation S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3relevant amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71relevant asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Relevant Cash Flow Test Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72Relevant Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210Relevant Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

456

Defined Terms PageRelevant Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181, 182, 184relevant date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188Relevant Issuer Priority of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90Relevant Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184Relevant Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75relevant time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Relevant Treasury Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181, 182Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199Restricted Payment Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Restricted Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Restricted Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Ring Fencing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Rule 144A Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Rule 144A Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196SAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151Scheduled Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Scheduled Payment Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155Scheduled Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Scottish Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86Screen Page. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184Screen Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171SDRT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208Second Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Second Guarantee and Reimbursement Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 94, 163Second Interest Reimbursement Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Second MBIA Financial Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 163Second MBIA Financial Guarantee Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Second MBIA Financial Guarantee Fee Letter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95Second MBIA Prepayment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24, 95Second New Class A Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 20Second New Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 20, 162Second New Notes Agency Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Second New Notes Agent Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15, 164Second New Notes Exchange Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Second New Notes Principal Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15, 164Second New Reg S Global Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Second New Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Second New Temporary Reg S Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165Second New Term Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Second New Term Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Second Principal Reimbursement Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Second Reimbursement Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Second Supplemental Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Second Supplemental Parent Guarantor Deed of Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163Second Supplemental Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87Second Supplemental Trust Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 107, 162Second Tax Deed of Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3, 164, 204Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Semi-Annual Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Service Recipients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

457

Defined Terms PageSeventh Supplemental Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163Seventh Supplemental Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87Shortfall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160Sister . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 122, 136Sister Subordinated Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114Sister Subordinated Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114Sixth Supplemental Issuer Deed of Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Sixth Supplemental Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Small Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Son . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136SPML Disposal Business and Asset Sale Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112SPML Disposal Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Stabilisation Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Standby Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97Step-Up Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Step-Up Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Subscription Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203Supply Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111Supplyco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42Swallow Acquisition Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Swallow Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Swallow Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Swap Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38, 97Swap Excluded Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103Swap Providers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Swap Replacement Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103Swap Subordinated Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Swap Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 144TARGET system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202Tax Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Tax Deed of Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Tax Termination Event. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155Tenancy Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Tenanted Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128Tender Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Term A7 Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60, 115Term A7 Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Term A8 Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60, 115Term A8 Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Term A8 Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Term A8 Step-Up Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Term A8 Step-Up Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Term Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Term C1 Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60, 115Term C1 Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Term C1 Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Term C1 Step-Up Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Term C1 Step-Up Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Term Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Termination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155, 159The Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136, 137

458

Defined Terms PageThird Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 19, 162Third Supplemental Issuer Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99, 163Third Supplemental Parent Guarantor Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163Third Supplemental Punch Taverns B Deed of Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Third Supplemental Trust Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 107, 162Tied Estate Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127TISC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155Transfer Consent Leasehold Pubs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Treaty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202Trust Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 108, 155, 162UIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149U.K. GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369Unaudited EBITDA Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Underlying Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Underlying Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20, 194United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Valuation Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Vendor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Vendors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112WAR Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74WAR Test Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Weighted Average Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74White Paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44WT Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64, 79, 81, 83Y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Z . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

459

REGISTERED OFFICEOF THE ISSUER

REGISTERED OFFICE OF THE PARENTGUARANTOR

P.O. Box 309 GTUgland House

South Church StreetGeorge Town

Grand CaymanCayman Islands

Jubilee HouseSecond Avenue

Burton upon TrentStaffs

DE14 2WF

REGISTERED OFFICE OF THEFINANCIAL GUARANTORMBIA UK Insurance Limited

1 Great St. Helen’sLondon EC3A 6HX

United Kingdom

THE ISSUER SECURITY TRUSTEE AND THEBORROWER SECURITY TRUSTEE

Deutsche Trustee Company LimitedWinchester House1 Great WinchesterLondon EC2N 2DB

NOTE TRUSTEEDeutsche Trustee Company Limited

Winchester House1 Great WinchesterLondon EC2N 2DB

LEGAL ADVISERS

To the New Securitisation Group asto English law

Slaughter and MayOne Bunhill Row

London EC1Y 8YY

To the Arranger, the Issuer Security Trustee, theBorrower Security Trustee and the Note

Trustee as to English and U.S. lawFreshfields Bruckhaus Deringer

65 Fleet StreetLondon EC4Y 1HS

To the Issueras to Cayman Islands law

Maples and CalderPrinces Court

7 Princes StreetLondon EC2R 8AQ

as to Scots LawTods Murray WS66 Queen Street

Edinburgh EH2 4NE

To MBIAAllen & Overy LLP

40 Bank StreetLondon E14 5NR

TAXATION ADVISERSTo the New Securitisation Group

Deloitte & Touche LLPAthene Place66 Shoe Lane

London EC4A 3BQ

AUDITORSErnst & Young LLPOne Colmore Row

Birmingham B3 2DB

SECOND NEW NOTES AGENT BANKDeutsche Bank AG London

Winchester House1 Great WinchesterLondon EC2N 2DB

IRISH PAYING AGENTDeutsche International Corporate Services

(Ireland) Limited of5 Harbourmaster Place, IFSC, Dublin 1, Ireland

LISTING AGENTArthur Cox Listing Services Limited

Earlsfort CentreEarlsfort Terrace

Dublin 2

SECOND NEW NOTES PRINCIPALPAYING AGENT

Deutsche Bank AG LondonWinchester House

1 Great Winchester StreetLondon EC2N 2DB

Capital Printing Systems (UK) Limited 30310

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