SHEFFIELD CABLE COMMUNICATIONS LIMITED

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

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.

The chargor acknowledges and agrees to the new sfa and the transactions contemplated thereby and confirm all payment and performance contingent or otherwise and undertakings arising under or in obligations 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.

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.

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.

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.

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.

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.

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.

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 . ounts 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.

L/Hold property known as 1.62 acres of land at sheffield technology park,chippenham st,sheffield.

By way of first fixed charge (I) without prejudice to clause 3.1(b) of the debenture all the company's right, title and interest in and to all claims to which the company is at the date of the debenture or may thereafter become entitled under and in relation to each of the lease documents to which it is a party.. See the mortgage charge document for full details.

By way of fixed charge the real property being all estates and other interests in freehold leasehold and other immovable property and all buildings trade and other fixtures, the tangible movable property being all headend equipment all switch equipment all wire cable computer software, all goodwill and rights by way of first floating charge the whole of the undertaking and assets (for full details please refer to form 395 and continuation sheets). See the mortgage charge document for full details.

By way of fixed charge the real property being all estates and other interests in freehold leasehold and other immovable property and all buildings trade and other fixtures, the tangible movable property being all headend equipment all switch equipment all wire cable computer software, all goodwill and rights by way of first floating charge the whole of the undertaking and assets (for full details please refer to form 395 and continuation sheets). See the mortgage charge document for full details.

By way of fixed charge the real property being all estates and other interests in freehold leasehold and other immovable property and all buildings trade and other fixtures, the tangible movable property being all headend equipment all switch equipment all wire cable computer software, all goodwill and rights by way of first floating charge the whole of the undertaking and assets (for full details please refer to form 395 and continuation sheets). See the mortgage charge document for full details.

By way of fixed charge the real property being all estates and other interests in freehold leasehold and other immovable property and all buildings trade and other fixtures, the tangible movable property being all headend equipment all switch equipment all wire cable computer software, all goodwill and rights by way of first floating charge the whole of the undertaking and assets (for full details please refer to form 395 and continuation sheets). See the mortgage charge document for full details.

Fixed and floating charge over all undertaking property and assets present and future including goodwill intellectual property benefit of licences all earnings all debts shares and uncalled capital. See the mortgage charge document for full details.

By way of fixed charge all its real property and its tangible movable property. See the mortgage charge document for full details.

L/H property k/a 1 chippingham street sheffield.

The company charges in favour of the lessor by way of fixed charge (a) the real property; (b) its tangible movable property; (c) subject to clause 9.3 of the debenture, all rights and claims to which the company is on or may after the 24TH december 1996 become entitled in relation to all moneys on or at any time after 24TH december 1996 standing to the credit of any bank accounts (including each charged account and each lessor collateral account but excluding each lc collateral account and each transit account) together with all rights and claims relating or attaching thereto (including the right to interest); (d) the intellectual property; (e) all goodwill (including all brand names not otherwise subject to a fixed charge or assignment by or pursuant to the debenture) on or at any time after the 24TH december 1996 belonging to the company;. See the mortgage charge document for full details.

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.