Resolutions for Winding-up

Companies Act 1985The City of Liverpool-2.99901853.407606L3 1QH2006-04-06TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

In accordance with section 381A Companies Act 1985, we being all the Members of Pennine Leasing Limited, who at the date of these written Resolutions are entitled to attend and vote at a General Meeting of Pennine Leasing Limited, hereby resolve that the Resolutions as set out below be effective as Special Resolutions and as Ordinary Resolutions of Pennine Leasing Limited as if they had been passed by us at a General Meeting of Pennine Leasing Limited duly convened and held. We hereby acknowledge that a Declaration of Solvency has been sworn prior to the passing of these Resolutions by Robert Lutener and Keith Lutener, being all the Directors of Pennine Leasing Limited. “That the Company be wound up voluntarily, that John Paul Bateman and Brian Green, of KPMG LLP, 8 Princes Parade, Liverpool L3 1QH, be and are hereby appointed Joint Liquidators for the purpose of such winding up, and 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.” R Lutener and K Lutener, Shareholders