SANCTUARY RECORDS GROUP LIMITED

Composite guarantee and debenture

Created on 14 Jun 2002

Delivered on 27 Jun 2002

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

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Deed of amendment to a composite guarantee and debenture dated 29 october 1998 (the "deed")

Created on 11 Aug 2000

Delivered on 30 Aug 2000

Status fully-satisfied

Persons Entitled

Abn Amro Causeway Mezzanine Partnership LP

Amount Secured

All indebtedness liabilities and obligations due owing or incurred to the chargee under the mezzanine documents by any charging company (as defined)

Short Particulars

L/H property k/a 45-53 sinclair road, hammersmith, london t/no BGL14049 together with all buildings, fixtures and its fixed plant and machinery at any time thereon.. Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

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Debenture

Created on 11 Aug 2000

Delivered on 30 Aug 2000

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

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First charge over shares in certain subsidiaries

Created on 25 Jul 1995

Delivered on 15 Aug 1995

Status fully-satisfied

Persons Entitled

The Chase Manhattan Bank, N.A. as Security Agent for the Beneficiaries (As Defined in the Charge)

Amount Secured

All monies and other liabilities due or to become due from the company to the chargees pursuant to the terms of the loan documents and credit agreement (as defined)

Short Particulars

By way of first ranking fixed charge all of the share security now or at any time hereafter in existence and belonging to the chargor. See the mortgage charge document for full details.

Transactions

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Deed of debenture constituting a floating charge

Created on 25 Jul 1995

Delivered on 15 Aug 1995

Status fully-satisfied

Persons Entitled

The Chase Manhattan Bank, N.A. as Security Agent for the Beneficiaries (As Defined in the Debenture)

Amount Secured

All monies and other liabilities due or to become due from the company to the chargees pursuant to the terms of any of the loan documents and credit agreement (as defined)

Short Particulars

By way of floating charge. Undertaking and all property and assets present and future including uncalled capital. See the mortgage charge document for full details.

Transactions

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First charge over shares in certain subsidiaries

Created on 09 Sep 1994

Delivered on 23 Sep 1994

Status fully-satisfied

Persons Entitled

The Chase Manhattan Bank N.A. as Security Agent for the Beneficiaries(As Defined in the Charge)

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed charge all of the share security including dividends etc,. See the mortgage charge document for full details.

Transactions

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Debenture

Created on 09 Sep 1994

Delivered on 23 Sep 1994

Status fully-satisfied

Persons Entitled

The Chase Manhattan Bank N.A. as Security Agent for the Beneficiaries(As Defined in the Debenture)

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

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Mortgage debenture

Created on 07 May 1991

Delivered on 09 May 1991

Status fully-satisfied

Persons Entitled

Coutts & Co.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

A specific equitable charge over all freehold and leasehold properties and/or the proceeds of sale thereof fixed and floating charges over undertaking and all property and assets present and future including goodwill bookdebts and the benefits of any licences.

Transactions

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Legal charge

Created on 17 Jan 1990

Delivered on 26 Jan 1990

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

29 barwell business park leatherhead road chessington l/b of kingston-upon-thames.

Transactions

Legal charge

Created on 11 Aug 1989

Delivered on 22 Aug 1989

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Unit 8 northfields prospect putney bridge road l/b of wandsworth t/n tgl 5126.

Transactions

Guarantee & debenture

Created on 22 Dec 1988

Delivered on 11 Jan 1989

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

Guarantee & debenture

Created on 03 Nov 1988

Delivered on 15 Nov 1988

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

Legal charge

Created on 15 Aug 1988

Delivered on 22 Aug 1988

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Units 15 & 16 northfields prospect putney bridge rd l/b of wandsworth t/n sgl 463392 (part).

Transactions

Debenture

Created on 08 Sep 1986

Delivered on 18 Sep 1986

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

Debenture

Created on 19 Mar 1984

Delivered on 21 Mar 1984

Status fully-satisfied

Persons Entitled

The Hongkong and Shanghai Banking Corporation.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

Fixed & floating charge over undertaking and all property and assets present and future including goodwill, book debts uncalled capital. All fixed & moveable plant machinery fixtures fittings implements & utensils all stocks shares & other securities.

Transactions