FLEXTECH (TRAVEL CHANNEL) LIMITED

Composite debenture

Created on 29 Jun 2010

Delivered on 08 Jul 2010

Status fully-satisfied

Persons Entitled

Deutsche Bank Ag, London Branch

Amount Secured

All monies due or to become due to the chargee, all monies due or to become due from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and all monies due or to become due from all or any of the obligors to the hedge counterparties (or any one or more of them) 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 image for full details.

Transactions

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Confirmation deed

Created on 15 Apr 2010

Delivered on 04 May 2010

Status fully-satisfied

Persons Entitled

Deutsche Bank Ag, London Branch

Amount Secured

All monies due or to become due from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) on any account whatosover under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The chargor acknowledges and agrees to the new sfa and the transactions contemplated thereby and confirm all payment and performance obligations contingent or otherwise and undertakings arising under or in connection with its respective agreements, guarantees, pledges and grants of encumbrances under and subject to the terms of the group intercreditor agreement and each security document to which it is party. See image for full details.

Transactions

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A composite debenture

Created on 19 Jan 2010

Delivered on 22 Jan 2010

Status fully-satisfied

Persons Entitled

Deutsche Bank Ag London Branch (The Security Trustee)

Amount Secured

All monies due or to become due to the chargee from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and from all or any of the obligors to the hedge counterparties (or any one or more of them) 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 image for full details.

Transactions

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Composite debenture

Created on 19 Jan 2010

Delivered on 22 Jan 2010

Status fully-satisfied

Persons Entitled

Deutsche Bank Ag London Branch (The Security Trustee)

Amount Secured

All monies due or to become due to the chargee from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and from all or any of the obligors to the hedge counterparties (or any one or more of them) 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 image for full details.

Transactions

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Composite debenture

Created on 03 Mar 2006

Delivered on 10 Mar 2006

Status fully-satisfied

Persons Entitled

Deutsche Bank Ag, London Branch (As Security Trustee for the Beneficiaries)

Amount Secured

All monies due or to become due to the chargee, from the obligors (or any one or more of them) to the finance parties (or any one or more of them) on any account whatsoever, from all or any of the obligors to the restructuring swap counterparties and/or the existing hedge counter parties and to the new hedge counterparties 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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Composite debenture

Created on 10 May 2005

Delivered on 18 May 2005

Status fully-satisfied

Persons Entitled

Barclays Bank PLC (As Security Trustee for the Beneficiaries)

Amount Secured

All monies due or to become due from any of the chargors to the beneficiaries (or any of them) 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 uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

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New composite guarantee and debenture

Created on 14 Jul 2004

Delivered on 28 Jul 2004

Status fully-satisfied

Persons Entitled

Cibc World Markets PLC in Its Capacity as New Security Trustee for the New Beneficiaries

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

A first equitable charge over the stocks, shares and any other interests of the company in front row television LTD, any tcn entity or any joint venture. A first floating charge over all other present and future assets of the company. See the mortgage charge document for full details.

Transactions

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New composite guarantee and debenture

Created on 14 Jul 2004

Delivered on 22 Jul 2004

Status fully-satisfied

Persons Entitled

Cibc World Markets PLC in Its Capacity as New Security Trustee for the New Beneficiaries

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

A first equitable charge over the stocks, shares and any other interests of tcn in front row television LTD, any tcn entity or any joint venture. A first floating charge over all other present and future assets of the company. See the mortgage charge document for full details.

Transactions

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Guarantee and debenture made between (1) telewest communications networks limited, (2) the original charging subsidiaries, (3) the original charging partnerships and (4) telewest finance corporation (the "us "borrower") 5). cibc world markets PLC in its capacity as security trustee issued by the company.

Created on 16 Mar 2001

Delivered on 23 Mar 2001

Status fully-satisfied

Persons Entitled

Cibc World Markets PLC (In Its Capacity as Security Trustee)

Amount Secured

A).all amounts payable to cibc world markets PLC as security trustee to the extent only of the amount payable to the security trustee (for its own account) pursuant to the agreement or any of the security trustee security documents in relation to the period up to and including its retirement as security trustee pursuant to the provisions of the intercreditor deed and all amounts payable to any other person who may be appointed as security trustee pursuant to the provisions of the intercreditor deed to the extent only of the amounts payable to the security trustee (for its own account) pursuant to the agreement or any of the security trustee security documents in relation to the period up to and including its retirement as security trustee pursuant to the provisions of the intercreditor deed; (b) all indebtedness covenanted to be paid or discharged by all or any of the chargors to all or any of the finance parties under the senior documents; (c) all indebtedness covenanted to be paid or discharged by all or any of the chargors to the hedge counterparties under the hedging arrangements; (d) all indebtedness of the lessees to the lessors (or any of them) under the lease documents; and (e) all financial obligations due to crosby under the crosby documents

Short Particulars

I). all the company's present and future rights, title, benefit and interest in and under the loan stock (as defined) from time to time ii).all rights title benefit and interest in and to amounts payable to the company arising under the bbc jv management services agreement, and the UK gold jv management services agreement iii). All rights title benefit and interest in and to amounts payable to the company under the bbc jv agreement,the UK gold jv agreement and any other subscription and shareholder agreement entered into in relation to a joint venture,including (but not limited to) all amounts payable under clauses 19 and 20 of the bbc jv agreement and clauses 19 and 20 of the UK gold jv agreement and iv). All the company's present and future rights title benefit and interest in and under the intercompany loan agreement together with first floating charge all the company's undertaking property and assets not charged by way of fixed charge.. See the mortgage charge document for full details.

Transactions

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Composite debenture

Created on 02 Mar 2000

Delivered on 16 Mar 2000

Status fully-satisfied

Persons Entitled

The Toronto-Dominion Bank

Amount Secured

All monies obligations and liabilities due or to become due from the company to the chargee as security trustee for the beneficiaries (as defined) (in this capacity the "security trustee") under or pursuant to the transaction documents (as defined) on any account whatsoever

Short Particulars

All stocks shares and securities of any kind whatsoever whether marketable or otherwise. See the mortgage charge document for full details.

Transactions

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