LEISURE CARDIFF PROPERTIES LIMITED

Deed of charge and accession of charging subsidiary

Created on 23 Jul 2004

Delivered on 28 Jul 2004

Status outstanding

Persons Entitled

The Prudential Assurance Company Limited

Amount Secured

£70,000,000 and all other monies due or to become due from the company to the chargee

Short Particulars

Southend mecca, london road, southend-on-sea t/nos EX579982 and EX685776 together with all buildings, erections, improvements and additions thereto and all fixtures and fixed plant and machinery.

Transactions

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Deed of assignment

Created on 29 Aug 2003

Delivered on 17 Sep 2003

Status outstanding

Persons Entitled

Norwich Union Mortgage Finance LTD

Amount Secured

All monies due or to become due to from remor investments limited and the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All the rights titles benefits and interests of the company to all monies from time to time due to the company under the occupational lease/s in respect of f/h land lying to the south of st quentin gate telford t/n SL54965, l/h land being land lying to the south of st quentin's gate telford t/n SL146291.

Transactions

Supplemental deed (being supplemental to a deed of legal charge dated 1 july 1998)

Created on 29 Aug 2003

Delivered on 17 Sep 2003

Status outstanding

Persons Entitled

Norwich Union Mortgage Finance LTD

Amount Secured

All monies due or to become due to from remor investments limited and the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

F/H land lying to the south of st quentin gate telford t/n SL54965, l/h land lying to the south of st quentin gate telford t/n SL146291 together with all buildings erections and fixtures (including trade fixtures but excluding tenants fixtures) and fittings thereon. All monies deposited with the trustee. By way of floating charge all property assets rights revenues present and future including uncalled share capital (if any).

Transactions

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Assignation of rents

Created on 29 Aug 2003

Delivered on 06 Sep 2003

Status outstanding

Persons Entitled

Norwich Union Mortgage Finance Limited (As Trustee for Itself and Other Lenders)

Amount Secured

All monies due or to become due by any group member to any lender on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All the rights, titles, benefits and interests, whether present or future of the company to the rents including the right to receive the same and the full benefit of any guarantee or security for the performance thereof now or at any time hereafter given together with all claims, actions and damages arising in connection therewith and any proceeds of the foregoing;.

Transactions

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Assignation of rents

Created on 29 Aug 2003

Delivered on 06 Sep 2003

Status outstanding

Persons Entitled

Norwich Union Mortgage Finance Limited (As Trustee for Itself and Other Lenders)

Amount Secured

All monies due or to become due by any group member to any lender on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All the rights, titles, benefits and interests, whether present or future of the company to the rents including the right to receive the same and the full benefit of any guarantee or security for the performance thereof now or at any time hereafter given together with all claims, actions and damages arising in connection therewith and any proceeds of the foregoing;.

Transactions

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A standard security which was presented for registration in scotland on 17 september 2003 and

Created on 28 Aug 2003

Delivered on 24 Sep 2003

Status outstanding

Persons Entitled

Norwich Union Mortgage Finance Limited (The Trustee)

Amount Secured

All monies due or to become due from any group member to the chargee or any lender on any account whatsoever

Short Particulars

All and whole the subjects k/a the mecca bingo and social club axis west great western retail park drumchapel glasgow being the subjects on the north east side of great western road glasgow t/n GLA110284 together with all buildings and erections and fixtures (including trade fixtures but excluding tenants fixtures) and fixed plant and machinery thereon, all improvements and additions thereto and all easements rights licences appurtenant thereto, subject to and with the benefit of all existing leases underleases tenancies agreements to lease rights covenants under conditions affecting the same but otherwise free from encumbrance.

Transactions

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A standard security which was presented for registration in scotland on the 9 september 2003 and

Created on 28 Aug 2003

Delivered on 22 Sep 2003

Status outstanding

Persons Entitled

Norwich Union Mortgage Finance Limited as Trustee for Itself and the Other Lenders (Thetrustee)

Amount Secured

All monies due or to become due from any group member to the chargee or any lender on any account whatsoever

Short Particulars

All and whole the subjects known as and forming the mecca bingo and social club, glasgow forge iii, the forge, duke street, east wellington street, parkhead, glasgow t/n GLA102650. See the mortgage charge document for full details.

Transactions

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Deed of debenture

Created on 15 Jul 1999

Delivered on 27 Jul 1999

Status fully-satisfied

Persons Entitled

Bayerische Hypo-Und Vereinsbank Aktiengesellschaft,London Branch

Amount Secured

All moneys and liabilities due or to become due from the financing parties (as defined) to the chargee under the financing documents (as defined)

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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Guarantee and debenture

Created on 24 Sep 1993

Delivered on 08 Oct 1993

Status fully-satisfied

Persons Entitled

Royal Exchange Trust Company Limited as Trustee on Behalf of the Secured Parties

Amount Secured

All monies due or to become due from the company to the chargee under the terms of this charge

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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Guarantee and debenture

Created on 24 Sep 1993

Delivered on 08 Oct 1993

Status fully-satisfied

Persons Entitled

Alnery No. 1283 Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of this charge

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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Guarantee and debenture

Created on 24 Sep 1993

Delivered on 08 Oct 1993

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of this charge

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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Guarantee and debenture

Created on 24 Sep 1993

Delivered on 08 Oct 1993

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of this charge

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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