PRISM LEISURE CORPORATION PLC

Mortgage debenture

Created on 12 Jun 2006

Delivered on 21 Jun 2006

Status outstanding

Persons Entitled

Anglo Irish Asset Finance PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the 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 & debenture

Created on 25 May 2005

Delivered on 07 Jun 2005

Status outstanding

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

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Charge

Created on 08 Sep 2003

Delivered on 19 Sep 2003

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

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

Short Particulars

Charged intellectual property. See the mortgage charge document for full details.

Transactions

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Fixed and floating charge

Created on 21 Oct 2002

Delivered on 26 Oct 2002

Status fully-satisfied

Persons Entitled

The Royal Bank of Scotland Commercial Services Limited

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the 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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Deed of charge over credit balances

Created on 17 Oct 2001

Delivered on 23 Oct 2001

Status outstanding

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

Barclays bank PLC re prism leisure corporation PLC business premium account, account number 10472654. the charge creates a fixed charge over all the deposit(s) referred to in the schedule to the form 395 (including all or any part of the money payable pursuant to such deposit(s) and the debts represented thereby) together with all interest from time to time accruing thereon it also creates an assignment by the chargor for the purposes of and to give effect to the security over the right of the chargor to require repayment of such deposit(s) and interest thereon.

Transactions

Debenture

Created on 17 Oct 2001

Delivered on 23 Oct 2001

Status outstanding

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

Fixed and floating charge

Created on 31 Mar 2000

Delivered on 07 Apr 2000

Status fully-satisfied

Persons Entitled

Fmn Financial Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the factoring agreement between the company and security holder or otherwise

Short Particulars

Fixed equitable all debts (purchased or purported by the security holder pursuant to the agreement) which fail to vest absolutely and effectively in the security holder for any reason all amounts of indebtedness now or at any time thereafter owing or becoming due to the company on any account whatsoever other than the debts referred to above together with the benefit of all guarantees indemnities insurances instruments and securities given to or held by the company in relation to any debt. See the mortgage charge document for full details.

Transactions

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Fixed charge on purchased debts which fail to vest

Created on 05 Jul 1999

Delivered on 07 Jul 1999

Status fully-satisfied

Persons Entitled

Griffin Credit Services Limited

Amount Secured

All monies due or to become due from the company to the chargee under an agreement for the purchase of debts between the company and the chargee or otherwise

Short Particulars

By way of fixed equitable charge all debts purchased or purported to be purchased by the security holder pursuant to an agreement for the purchase of debts between the security holder and the company (including the associated rights relating thereto) which fail to vest effectively or absolutely in the security holder for any reason.

Transactions

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Debenture

Created on 16 Feb 1999

Delivered on 19 Feb 1999

Status fully-satisfied

Persons Entitled

Midland 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

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Fixed and floating charge

Created on 18 Oct 1990

Delivered on 23 Oct 1990

Status fully-satisfied

Persons Entitled

Midland Bank PLC

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 book debts uncalled capital.

Transactions

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Fixed and floating charge

Created on 20 Nov 1984

Delivered on 28 Nov 1984

Status fully-satisfied

Persons Entitled

Midland 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 on- undertaking and all property and assets present and future including bookdebts and uncalled capital.

Transactions

Legal mortgage

Created on 29 Mar 1984

Delivered on 06 Mar 1984

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

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

Short Particulars

L/H property known as unit 64 wood green shipping city london N228 and the proceeds of sale thereof.. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

Transactions