EXOVER

The following Written Resolutions were passed: “That it is desirable to reconstruct the Company and for that purpose and with effect from the passing of this Resolution the Company be wound up voluntarily, and that Lindsay Kennedy Denney and Joseph Beaumont Atkinson, of Deloitte & Touche, 1 Woodborough Road, Nottingham NG1 3FG, be and are hereby appointed Joint Liquidators of the Company (“the Liquidator”), and that a draft of the Agreement, signed for the purpose of identification by the Chairman, and which is expressed to be made between the (1) Company, (2) the Liquidator, (3) Shaws Trailer Park (Harrogate), (4) A & G Amusements Limited, (5) Shaws Trailer Park Harrogate (Holdings), (6) A & G Amusements (Holdings) and (7) the Shareholders, be and is hereby approved whether for the purposes of section 320(i)(a) of the Companies Act 1985 or otherwise, and that the Liquidator be authorised pursuant to section 110 of the Insolvency Act 1986 on behalf of the Company to enter into and carry into effect an Agreement in the form of the above-mentioned draft, and that the Liquidator be entitled to exercise the powers contained in Part I of Schedule 4 to the Insolvency Act 1986 without further sanction.” J. Shaw, Chairman