EDINGTON CREDIT LIMITED

In accordance with section 381A of the Companies Act 1985, we being the sole Members of Edington Credit Limited who, at the date of these written Resolutions, are entitled to attend and vote at a General Meeting of Edington Credit Limited, hereby resolve that the Resolutions as set out below be effective as Special and Ordinary Resolutions of Edington Credit Limited as if they had been passed by us at a General Meeting of Edington Credit Limited duly convened and held. We hereby acknowledge that a Declaration of Solvency has been sworn prior to the passing of these Resolutions by Brian Green, being the sole Director of Edington Credit Limited: “That the Company be wound up voluntarily, and that John Paul Bateman and Julian Whale, of KPMG LLP, 8 Princes Parade, Liverpool L3 1QH be and are hereby appointed Joint Liquidators for the purpose of such winding-up, that any power conferred on them by the Company, or by law be exercisable by them jointly or by either of them alone and that the remuneration of the Joint Liquidators be fixed on the basis of time properly spent by the Joint Liquidators and their staff in attending to matters arising in the liquidation.” For and on behalf of Edington Plc (100% Member) (Brian Green, under Power of Attorney for Phil Ramsbottom, Supervisor of Edington Plc). 9 February 2005