HATCHARDS UK LIMITED

Debenture

Created on 22 May 1998

Delivered on 04 Jun 1998

Status fully-satisfied

Persons Entitled

The Chase Manhattan Bank,as Security Trustee

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under or pursuant to the high yield documents (as defined) and this debenture

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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Amendment deed (to a debenture dated 28TH march 1998 as amended and restated on 14TH may 1998 the "amended and restated debenture")

Created on 22 May 1998

Delivered on 03 Jun 1998

Status fully-satisfied

Persons Entitled

Emi Group PLC (As Security Agent for Itself and Emi Group Finance PLC)

Amount Secured

All monies due or to become due from the company to the chargee (the security agent) (whether for its own account or as trustee for the beneficiaries) or any of the other beneficiaries under or pursuant to the finance documents (including the amended and restated debenture)

Short Particulars

Fixed and floating charges over all undertaking property and assets including all buildings fixtures book debts plant and machinery. See the mortgage charge document for full details.

Transactions

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Amendment and restatement deed (to a debenture incorporating fixed and floating charges dated 28TH march 1998)

Created on 14 May 1998

Delivered on 15 May 1998

Status fully-satisfied

Persons Entitled

Emi Group PLC (As Security Agent for Itself and Emi Group Finance PLC)

Amount Secured

All monies due or to become due from the company to the chargee (as security agent for itself and emi group finance PLC) under or pursuant to the finance documents (including the amended and restated debenture)

Short Particulars

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

Transactions

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Debenture

Created on 28 Mar 1998

Delivered on 09 Apr 1998

Status fully-satisfied

Persons Entitled

Swiss Bank Corporation (Security Agent)

Amount Secured

Each and every liability which the company may now or hereafter have to the security agent (as defined) (whether for its own account or as trustee for the beneficiaries) or any of the other beneficiaries (as defined) under or pursuant to the senior facility agreement (including the debenture) including any liability in respect of any further advances made thereunder and pay to the security agent when due and payable every sum due or incurred by the company to the security agent (whether for its own account or as trustee for the beneficiaries) or any of the other beneficiaries in respect of any such liabilities

Short Particulars

(I) principal property;(ii) accounts with the security agent;(iii) northern ireland principal property.. See the mortgage charge document for full details.

Transactions

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Debenture

Created on 28 Mar 1998

Delivered on 09 Apr 1998

Status fully-satisfied

Persons Entitled

Emi Group PLC (As Security Trustee for Itself and Emi Group Finance PLC)

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under or pursuant to the finance documents and 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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