In accordance with Section 860 of the Companies Act 2006

MG01
Particulars of a mortgage or charge

A fee IS payable with this form We will not accept this form unless you send the correct fee Please see 'How to pay' on the last page ./ What thrs form IS for You may use thiS form to register particulars of a mortgage or charge In England and Wales or Northern Ireland )( What this form IS NOT for You cannot use thrs form to reI particulars of a charge for a company To do thrs, please U' form MG01s

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LD2
COMPANIES

·L5467WLO· 11/0812011
HOUSE
For oH,c,al use

27

II
-co-m-pa-ny-nu-mb-e-r Company name
In

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Company details
Football Club Company, Llmlted

II rtf Ie
-7

full The Everton

Fllhng In thiS form Please complete In typescript or bold black capita Is All fields are mandatory unless specifled or Indicated by •

In

I (the

"Company")

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-D-a-te-o-f-c-re-a-t-Io-n--

FF

Date of creation of charge

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II
Descnption

Description
Please give a descnption of the Instrument (If any) creating or evidencmq the charge, e g 'Trust Deed', 'Debenture', 'Mortgage', or 'Legal charge'
Deed of Asslgnment relatlng to certaln recelvables between the Company (1) and Vlbrac Co.r r-a ori ("Vl.brac") (2) (the "Deed of Assignment") po t.a

--------

I Please give us details of the amount secured by the mortgage or charge
All present and future obllgatlons and llabllltles (whether actual or contlngent and whether owed JOlntly or severally or ln any other capaclty whatsoever) of the Company to Vlbrac (whether under or pursuant to the Deed of Asslgnment, the Faclllty Letter or each of the Securlty Documents or o t he rwa ae ) ("Secured Ll.abilitl.es")

Amount secured

Amount secured

Continuation page Please use a continuation page If you need to enter moredetails

B IS I

Department fo,. BU$ln~l!Ii:i Innova.don .. Sklls

CHFP025 03111 verson 5 0

Lasertorm InternalJonaJ 3111

MG01
Particulars of a mortgage or charge

LI
-----------------Address -Pos-tcod-e Name Address -post-code--~IIIIIII Name

Mortgagee(s) or person(s) entitled to the charge (if any) Please give the name and address ofthe mortgagee(s) or person(s) entitled to the charge
IV1brac Corporat10n Plaza, Tortola, 2nd Floor W1ckhams V1rg1n
Continuation page

Please use a continuation page If you need to enter more details

Vanterpool IRoad Town,

Cay 1,
Islands

--11111111

Br1t1sh

II
Short particulars

Short particulars of all the property mortgaged or charged Please gIVethe short particulars of the property mortgaged or charged
Continuation page

Please use a continuation page If you need to enter more details

The Company, w1th full tltle guarantee, asslgns to Vlbrac absolutely all rlghts and lnterests WhlCh now or at any later tlme It has to, In or ln connectlon wlth, the Asslgned Rlghts Posltlve Undertaklngs The Company wlll (a) promptly and dlllgently perform and observe ltS obllgatlons and commltments to the Premler League, (b) promptly and dlilgently perform and observe ltS obllgatlons and commltments to Vlbrac pursuant to the Transactlon Documents, (c) notlfy Vlbrac, as soon as the Company becomes aware of the same, of (1) any act, omlsslon, event or other matter WhlCh would (or would, wlth the passage of tlme) ent1tle the Premler League to suspend the Company ln accordance wlth the Rules, (ll)any fallure by the Company to pay a Football Credltor or HMRC the full amount payable to such Football Credltor or HMRC on the due date for payment (111) the occurence of any Event of Default under any of the Transactlon Documents, and (lV) any fallure by the Company to make any payment In accordance wlth the Rules, due to any credltor, club or person of any klnd descrlbed In the Rules
I

Negatlve Undertaklngs The Company wlll not, wlthout Vlbrac's prl0r wrltted consent (a) do or perrnlt to be done any act or thlng whereby the payment of the Recelvables by the Premler League would or mlght reasonably be expected (In Vlbrac's oplnlon) to be delayed, prevented or lmpeded, or (b) take or om1t to take any actlon the taklng or omlSSlon of WhlCh would or mlght reasonably be expected (In vlbrac's reasonable 0plnlon) to lmpalr Vlbrac's lnterest In the Recelvables The Company shall not do or fall to do or cause or permlt another person to do or omlt to do anythlng WhlCh lS llable to Jeopardlse the effectlveness or prl0rlty, ln relatlon to the Asslgned Rlghts, of any Securlty Interest created by the Deed of Asslgnment The Deed of ASSlgnrnent also contalns covenants by the Company not to (a) creaLe or perm1t to SUbS1St any Securlty Interest over the Asslgned Rlghts or any rlghL relatlng to the ASSlgned Rlghts (save for those WhlCh are the subJect of the Deed of Ass1gnment) or (b) sell or otherwlse dlspose of the Asslgned Rlghts or any r1ght relatlng to the Asslgned Rlghts

CHFP025 031t t Veraon 5 0

MG01
Particulars of a mortgage or charge

Ii

Particulars as to commission, allowance or discount (If any)
Please Insert the amount or rate percent of any comrrussion, allowance or discount paid or made either directly or indirectly by the company to any person on consideration of hiS subscnbmp or agreeing to subscnbe, whether absolutely or conditionally. or procunng or agreeing to procure subscriptions. whether absolute or conditional,

for any debentures Included In this return The rate of mterest payable under the terms of the debentures should not be entered

Comrmssion. allowance
or discount

II

Delivery of Instrument
You must deliver the anginal Instrument (If any) creating or evidencmg the charge and these prescnbed particulars to the Registrar of Companies within 21 days after the date of creation of the charge (section 860) If the property IS situated and Ihe charge was created outside the United Kingdom (UK), you must deliver the Information to the Registrar within 21 days after the date on which the Instrument could have been received In the UK In the normal course of post and assuming you had posted It promptly (section 870) We Will accept a venfied copy of the Instrument creatmg the charge where the property charged IS situated and the charge was created outsrde the UK (section 866) The company or the person who has delivered the copy to the Registrar must verify II to be a correct copy and sign It Where a body corporate gives the Verification, an officer of that body must sign It We Will also accept a verified copy where section 867(2) applies (property situated In another part of UK)

Ii

Signature

I Please

sign the form here

)(
Tlus form must be Signed by a person with an mterest In the registration of the charge
CHFP025

03111 verson 5 0

MG01
Particulars of a mortgage or charge

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I I I

Presenter information

n

Important information

You do not have to give any contact information, but If you do It Willhelp Companies House If there ISa query on the form and Willestablish where we return the anginal documents The contact information you give Willbe visible to searchers of the public record
Contaclntml
Company name

f,

Please note that all mforrnatron on this form will appear on the public record How to pay
10

Alexandra

Forrest Palsner LLP

A fee of £13 IS payable to Companies House respect of each mortgage or charge Make cheques or postal orders payable to 'Companies House'

Berw~n Le~ghton

Address

Ade La i de House Br~dge

I London I
I
Posl town
Counl)'/ReglOn

ral Where

to send

London

You may return this form to any Companies House address, however for expediency we advise you to return It to the appropriate address below For companies registered In England and Wales The Registrar of Companies, Companies House, Crown Way, Cardiff, Wales, CF14 3UZ OX 33050 Cardiff For companies registered 10 Scotland' The Registrar of Companies, Companies House, Fourth floor, Edrnburgh Quay 2, 139 Fountambndqe, Edinburgh, Scotland, EH3 9FF ox E0235 Edrnburgh 1 or LP - 4 Edinburgh 2 (Legal Post) For companies registered In Northern Ireland The Registrar of Companies, Companies House, Second Floor, The Lrnenhall, 32-38 Lrnenhall Street, Belfast, Northern Ireland, BT2 8BG OX 481 N R Belfast 1

I

Posteode
Coumly

fElcl4lRll9lHlA
LONDON/CHANCERY
+44
{a}

I DX 92 I Telephone

LN
1000

20

3400

P'A

Certificate

We Will send your certificate to the presenter's address If given above or to the Company's Registered Office If you have left the presenter's mtormanon blank

P'A

Checklist

We may return forms completed Incorrectly or with information missing Please make sure you have remembered the follOWing 0 The company name and number match the information held on the public Register 0 You have rncluded the anginal deed Withttus form 0 You have entered the date the charge was created 0 You have supplied the descnpuon of the rnstrument 0 You have given details of the amount secured by the mortgagee or chargee 0 You have given details of the mortgagee(s) or person(s) entitled to the charge 0 You have entered the short particulars of all the property mortgaged or charged You have Signed the form 0 0 You have enclosed the correct fee

n

Further information

For further Information, please see the gUidance notes on the webSIte at www comparueshouse gov uk or email enqulrres@companleshouse gov uk

Th ISform IS available In an alternative format Please visit the forms page on the website at www.compameshouse.gov.uk

CHFP025

03111 Version 5 0

In accordance with Section 860 of the Companies Act 2006

MG01 - continuation page
Particulars of a mortgage or charge

tI
-------Amount secured

Amount secured

I Please give us details of the amount secured by the mortgage or charge
Def~n~t~ons ~n th~s form MGOI "ASBl.gned Rights" means all of the Company's r1ght, t1tle and lnterest (whether present or future, actual or contlngent) In and to the Rece~vables "Facl.ll.ty Letter" means the fac~ll.ty letter entered ~nto by V~brac (as lender) and the Company (as borrower) dated 5 August 2011, as amended and restated from t~me to t~me "Football Credl.tors" means each of the credltors referred to In rules C 53 and C 63 of the Rules "HMRC" means HM Revenue and Customs "Premier League" means the Football Assocl.atl.onPremler League L1m1ted (or combl.natlon of aSSOCl.atl.on football clubs comprlslng the clubs known as the FA Prem~er League, or any replacement thereof by whatever name) "Receivables" means all amounts (excludlng VAT) due or oW1ng to or WhlCh may be due or oW1ng to or purchased or otherwlse acqu1red or rece1ved by the Company from the Prem1er League for the 2012/2013 assoc1at~on football season In relat10n the the SaS1C Award Fund under Rules C 35 1 and C 36 1 of the Rules (save for the payment of £1,335,489 from the amount of the SaS1C Award Fund due to the Ass~gnor) together w1th the Stabll~ser Payments "Rules" means the rules of the Prem1er League for the t~me be1ng 1n effect between the Premler League and ~ts members "Securl.ty Documents" means (a) the Deed of As si.qnrne n t., (b) the Fac1llty Letter, (c) the Wal.ver Letters and any other documents WhlCh Vlbrac may reasonably requ~re "Securl.ty Interest" means any mortgage, pledge, llen, charge, ass1gnment, hypothecatlon or securl.ty lnterest or any other agreement or arrangement havl.ng the effect of conferrl.ng securlty "Stabill.ser Payments" means all amounts payable or wh1ch after the date hereof may become payable by the Prem1er League 1n May 2012 and June 2012 to the Company In respect of Overseas Broadcast1ng Money, T1tle Sponsorsh~p Money, Commerc1al Contract Money and Radlo Contract Money, each as deflned 1n the Rules, and whether or not such sums are 1n fact pa1d by the Premler League at any t~me pr~or to May 2012 or June 2012 (as approprlate) "Transactl.on Documents" means the Deed of Asslgnment, the Faclllty Letter, the Utll1sat1on Request and each of the Securlty Documents "Utl.ll.satl.on Request" means the uc a.La a t a.on request a Vlbrac dated 5 August 2011 from the Company to to Vlbrac by
Laserform International 5110

"Wa1ver Letters~ means W1aver letters In a form acceptable
CHFP025

In accordance with Section 860 of the Companies Act 2006

MG01 - continuation page
Particulars of a mortgage or charge

II
---------------Amount secured

Amount secured

I Please

give us details of the amount secured by the mortgage or charge

each of Barclays Bank Plc and Everton Investments L~m~ted releas~ng the Rece~vables from the secur~ty granted by the Company ~n favour of each of them

2

CHFP025

Laserlorm lntomauonat 5110

CERTIFICATE OF THE REGISTRATION OF A MORTGAGE OR CHARGE Pursuant to section 869(5) & (6) of the Companies Act 2006 COMPANY NO. 36624 CHARGE NO. 48 THE REGISTRAR OF COMPANIES FOR ENGLAND AND WALES HEREBY CERTIFIES THAT A DEED OF ASSIGNMENT DATED 8 AUGUST 2011 AND CREATED BY EVERTON FOOTBALL CLUB COMPANY,LIMITED(THE) FOR SECURING ALL MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO VIBRAC CORPORATION ON ANY ACCOUNT WHATSOEVER UNDER THE TERMS OF THE AFOREMENTIONED INSTRUMENT CREATING OR EVIDENCING THE CHARGE WAS REGISTERED PURSUANT TO CHAPTER 1 PART 25 OF THE COMPANIES ACT 2006 ON THE 11 AUGUST 2011 GIVEN AT COMPANIES HOUSE, CARDIFF THE 12 AUGUST 2011

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THE OFACIAL SEAL OF THE REGISTRAR OF COMPANIES

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