COUNTRY ARTISTS GROUP LTD

All assets debenture

Created on 24 Jun 2004

Delivered on 15 Jul 2004

Status outstanding

Persons Entitled

Lloyds Tsb Commercial Finance Limited

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.

Transactions

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Mortgage of life policy

Created on 24 Jun 2004

Delivered on 09 Jul 2004

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

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

Short Particulars

Keyman cover plan issued by sy.james's place UK PLC policy number 38C18M62 in respect of richard miles tams in the sum of £100,000 together with all proceeds of any claim under such policy.

Transactions

Mortgage of life policy

Created on 24 Jun 2004

Delivered on 09 Jul 2004

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

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

Short Particulars

Keyman cover plan issued by sy.james's place UK PLC policy number 38C17J17 in respect of robert william hawkings in the sum of £100,000 together with all proceeds of any claim under such policy.

Transactions

Mortgage of life policy

Created on 24 Jun 2004

Delivered on 09 Jul 2004

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

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

Short Particulars

Keyman cover plan issued by sy.james's place UK PLC policy number 38C58X11 in respect of richard cooper in the sum of £250,000 together with all proceeds of any claim under such policy.

Transactions

Mortgage of life policy

Created on 24 Jun 2004

Delivered on 09 Jul 2004

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

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

Short Particulars

Keyman cover plan issued by sy.james's place UK PLC policy number 38C17U13 in respect of christopher winstone in the sum of £1,000,000 together with all proceeds of any claim under such policy.

Transactions

Mortgage of life policy

Created on 24 Jun 2004

Delivered on 09 Jul 2004

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

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

Short Particulars

Keyman cover plan issued by sy.james's place UK PLC policy number 38C22K02 in respect of frank xavier rittermann in the sum of £100,000 together with al l proceeds of any claim under such policy.

Transactions

Mortgage of life policy

Created on 24 Jun 2004

Delivered on 09 Jul 2004

Status outstanding

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

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

Short Particulars

Keyman cover plan issued by st.james's place UK PLC policy number 38C17G18 in respect of lara jane wilson in the sum of £200,000 together with all proceeds of any claim under such policy.

Transactions

Guarantee & debenture

Created on 24 Jun 2004

Delivered on 06 Jul 2004

Status outstanding

Persons Entitled

Isis Equity Partners PLC (Security Trustee)

Amount Secured

All monies due or to become due from any group company to the security trustee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant & machinery. See the mortgage charge document for full details.

Transactions

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Omnibus guarantee & set-off agreement

Created on 24 Jun 2004

Delivered on 26 Jun 2004

Status outstanding

Persons Entitled

Lloyds Tsb 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

A sum or sums standing to the credit of any account.

Transactions

Debenture

Created on 24 Jun 2004

Delivered on 26 Jun 2004

Status outstanding

Persons Entitled

Lloyds Tsb 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