GO! DISCS LIMITED

Security agreement

Created on 29 Jan 2003

Delivered on 17 Feb 2003

Status fully-satisfied

Persons Entitled

Credit Lyonnais S.A. (The Facility Agent)

Amount Secured

All monies due or to become due from each chargor (including the company ) to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The security accounts and the security assets (as defined). See the mortgage charge document for full details.

Transactions

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Subordination agreement

Created on 29 Jan 2003

Delivered on 07 Feb 2003

Status fully-satisfied

Persons Entitled

Credit Lyonnais S.A. as Senior Agent and Trustee for Itself and Each of the Finance Parties(The Senior Agent)

Amount Secured

All monies due or to become due from any obligor to any senior finance party on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The company shall on demand pay to the senior agent for application as provided in clause 14.3 of the subordination agreement an amount determined by the senior agent to be equal to the lessor of (a) the outstanding balance of the senior debt and (b) the amount of each turnover receipt. See the mortgage charge document for full details.

Transactions

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Rent deposit deed

Created on 11 Oct 1991

Delivered on 14 Oct 1991

Status outstanding

Persons Entitled

Mainstride Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a lease dated 11 october 1991

Short Particulars

The monies held from time to time by the chargee's solicitors pursuant to the provisions of the rent deposit deed.

Transactions