GOLDCREST FILMS INTERNATIONAL LIMITED

Debenture

Created on 09 May 2011

Delivered on 12 May 2011

Status fully-satisfied

Persons Entitled

Coutts & Company

Amount Secured

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

Short Particulars

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery.

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Deed of charge and assignment

Created on 08 Jul 1997

Delivered on 15 Jul 1997

Status fully-satisfied

Persons Entitled

Coutts & Co.

Amount Secured

All monies due or to become due from the company to the chargee under the loan agreement including without limitation the finance cost deficit and the increased costs, if any.

Short Particulars

Assignment of copyright, benefit of the discounted advance agreements and the sales agency agreements and any other agreements, benefit of any policy of insurance in connection with the films. Fixed and floating charges over all that the right, title and interest in and to all negative and positive material and all sound material made or to be in connection with the films.. See the mortgage charge document for full details.

Transactions

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Deed of amendment to sales agent's guarantee and charge

Created on 16 Jun 1997

Delivered on 03 Jul 1997

Status fully-satisfied

Persons Entitled

Berliner Bank Ag (London Branch)

Amount Secured

Sums up to an amount of $534,000 ("the guaranteed debt") being part of the debt owed by mavis davis limited ("the borrower") to the chargee under a loan agreement dated 6 november 1996 ("the loan agreement")

Short Particulars

All right title and interest in and to all preprint elements, all positive prints, film, video tapes etc and all soundtrack elements, all copyright and all other rights in relation to the film provisionally entitled "bring me the head of mavis davis". See the mortgage charge document for full details.

Transactions

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Legal charge

Created on 02 Apr 1997

Delivered on 04 Apr 1997

Status fully-satisfied

Persons Entitled

Berliner Bank Ag(London Branch)

Banque Internationale a Luxembourg Sa

Amount Secured

All amounts payable by the company to the chargee under the guarantee (as therein defined) and the supplemental deed (as therein defined) in the total aggregate principal amount of $1,670,000 in respect of the "the film" (as therein defined)

Short Particulars

Assigns all right title and interest in and to the mavis davis collateral (as defined therein) together with all sums standing to the credit of the separate account (as therein defined). See the mortgage charge document for full details.

Transactions

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Legal charge

Created on 06 Nov 1996

Delivered on 15 Nov 1996

Status fully-satisfied

Persons Entitled

Berliner Bank Ag (London Branch)

Amount Secured

£2,457,819 and all other monies due or to become due from mavis davis limited to the chargee under the terms of a loan agreement dated 6TH november 1996

Short Particulars

All of the company's right title and interest in and to the the film provisionally entitled "bring me the head of mavis davis". See the mortgage charge document for full details.

Transactions

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Sales agent's guarantee and charge

Created on 06 Nov 1996

Delivered on 15 Nov 1996

Status fully-satisfied

Persons Entitled

Berliner Bank Ag (London Branch)

Amount Secured

All monies due or to become due from mavis davis limited to the charrgee not exceeding £369,000 under the terms of a loan agreement dated 6TH november 1996

Short Particulars

All of the company's right title and interest in relation to the film "bring me the head of mavis davis". See the mortgage charge document for full details.

Transactions

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Legal charge

Created on 06 Nov 1996

Delivered on 15 Nov 1996

Status fully-satisfied

Persons Entitled

Berliner Bank Ag (London Branch)

Amount Secured

All monies due orv to becoe due from mavis davis limited to the chargee not exceeding £2,457,819 under the terms of the facility letter dated 23RD september 1996 relating to the loan facility

Short Particulars

All the company's right title and interest in the interest bearing deposit account in the name of the company numbered 619171 opened at the bank through the account in the name of the bank no;-37346520 at midland bank international division london and the sum deposited in the account equal to £250,000. see the mortgage charge document for full details.

Transactions

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Supplemental security agreement

Created on 30 Apr 1996

Delivered on 04 May 1996

Status fully-satisfied

Persons Entitled

Berliner Bank Ag and Banque Internationale a Luxembourg Sa

Amount Secured

Us$7,560,201 and all other monies due or to become due from pachyderm productions inc to the chargees under the terms of the loan agreement dated 25TH october 1995

Short Particulars

All right title and interest in the benefit of an agreement relating to exploitation of the film. See the mortgage charge document for full details.

Transactions

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