In acordance wh ‘Séevons 959A and * 8584 ofthe Compas et 2008| MRO1 Particulars of a charge Hes ere HEHE pena ese eee (aa v Go online to file this information _A fee is be payable with this form www gov utdcompanieshouse Please see ‘How to pay What this form is for XK What this form is NO ‘You may use this form to register You may not use this a charge created or evidenced by register a charge whe an instrument instrument Use form MM Lo9 This form must be delivered to the Registrar for registration witfin 21 days beginning with the day after the date of creation ofthe charge If delivered outside ofthe 24 days it wil be reected unless itis accompanied by a court order extending the tme for delvery ‘You must enclose a certified copy ofthe mstrument with this form This will be scanned and placed on the publc record Do not send the original, Company number J o [o [3 [e ‘Company name in full THE EVERTON FOOTBALL CLUB COMPANY LIMITED | e e 333 COMPANIES HOUSE *USETEAZO" 2608/2016 #8 > Faeg ines form Please complete ypescro! orn bois ack capitals ‘Alls ae mandatory unless pected or ndate by * a Z Charge creation date Charge creation date a Names of persons, security agents or trustees entitled to the charge fa fe fo Pe fa Please show the names of each ofthe persons, secunty agents or rustees entitled tothe charge Name RIGHTS AND MEDIA FUNDING LIMITED Name Name Name It there are more than four names, please supply any four of these names then ‘ick the statement below © ‘J contirm that there are more than four persons, secunty agents or trustees enitled to the charge mFS WIG Verson 21 Laer bromo 18MRO1 Particulars of a charge a Brief description Please give a short description of any land, ship, aircraft orintellectual property | tease submit ony aston esenbon hte ae a number of registered or required to be registared inthe UK subject to @ charge (whichis See eumeaneeniies at a loating charge) or fixed secunty included inthe instrument ou shoul tmpycecrbe some them tote eld ad adda Bnefdescnpton [None statement long th ines, for mare dea please retro ine stuent Please lit the deseo othe avataie space a Other charge or fixed security Does the instrument include a charge (which s not @ foaing charge) or fixed secunty over any tangible or intangible or (m Scotland) corporeal or corporeal propery not descnbed above? Please tick the appropriate box [A Yes 7 |ON6 ao Floating charge Is the mstrument expressed to contam a floating charge? Please tick the appropriate box 1 Yes Continue (No Goto Section 7 Z___ | ste floating charge expressed to cover al the property and undertaking of the company? Oi Yes a Negative Pledge Do any of the terms ofthe charge prot or estnct the company from creating | further secuny that wil ark equally wi or ahead of the charge? Please tick the appropriate box J \(A ves ON a Trustee statement © You may tick the box if the company named in Section 1 1s acting as trustee of [(@ ‘Ths statement may be fled after i the rogtraton ofthe charge (use = property or undertaking which isthe subject ofthe charge pane a Signature Please sign the form here Signature Seat XK Gen_ Leighto poe x Ths form must be signed by a person wrth an nterestin the charge cnrPeas wt Veson21MRO1 Particulars of a charge P [Presenter information ii importantinformation ‘You do not have to gwve any contact nformation, bul f you do, i vl help Companies House if there 1s a query on the form The contact information you gwe wil be sible to searchers of the pub record omni Rebecca Mundy — Berwin Leghton Paisner LLP name Adelaide House Tendon Bridge ae oa = ERE = ae Teen 444 (0)20 3400 1000 Certificate ‘We will send your certificate to the presenters address sf gwen above or to the company’s Regstered Office i you have let the presenters information blank | Checklist fe may return forms completed correctly oF | Please following Ti The company name and number match the informaton held on the publc Register You have included a certied copy ofthe instrument wath this form C1 You have entered the date on which the charge was created You have shown the names of persons entitled to the charge ure you have remembered th Please note that all information on this form will appear on the public record. iiiow to pay ‘Afee of £23 1s payable to Companies House in respect of each mortgage or charge filed on paper Make cheques or postal orders payable to "Companies House’ 8 ‘Where to send You may return this form to any Compani address. However, for expediency, we adv to retum itto the appropnate address below: House you For companies registered in England and Wales The Registrar of Companies, Companies House, Crown Way, Cardi, Wales, CF 14 3UZ DX 33050 Carat For companies registered in Scotiand: The Regstrar of Companies, Companies House, Fount fleor, Edmburgh Quay 2, 139 Fountambndge, Edmburgh, Scotland, EH3 SFF DX £0235 Edinburgh + or LP-4 Edinburgh 2 (Legal Post) For companies registered in Norther Ireland: The Registrar of Companies, Companies House, ‘Second Floor, The Linenhall, 32-38 Linenfall See, Beast, Northern ireland, B12 88G DX 481 NR Betfast 1 Furth For further information, please see the guidance notes on the webstte at wiww gov uk/companteshouse or email enqunes@companteshouse gov uk This form is available in an alternative format. Please visit the forms page on the website at Cy You have ticked any eppropnate boxes in www gov.uk/companieshouse Sections 3,5,6,788 1 You have given a desenption in Section 4, i appropriate G You have signed the form |G You have enclosed the corect fee Please do not send the onginal instrument, must bea certfied copy ‘ae PORs ur Vow? §CERTIFICATE OF THE’ REGISTRATION OF A CHARGE Company number. 36624 Charge code. 0003 6624 0053 The Registrar of Companies for England and Wales hereby certifies that a charge dated 22nd August 2016 and created by EVERTON FOOTBALL CLUB COMPANY, LIMITED(THE) was delivered pursuant to Chapter A1 Part 25 of the Companies Act 2006 on 26th August 2016 Given at Companies House, Cardiff on 2nd September 2016 se Companies House RSSRRSSAEAST NSparen 22 August 2016 ‘THE EVERTON FOOTBALL CLUB COMPANY LIMITED as Assignor RIGHTS AND MEDIA FUNDING LIMITED as Assignee DEED OF ASSIGNMENT relating to certain receivables due to the Assignor from the Football Assocation Premier League Limited ‘WE HEREBY CERTIFY THAT, SAVE FOR MATERIAL IREDACTED PURSUANT TO S 8596 OF THE COMPANIES| "ACT 2006, THIS COPY INSTRUMENT IS A CORRECT (COPY OF THE ORIGINAL INSTRUMENT Rew Leight. Poway BERN LeIGHTON pasner te Y [ADELAIDE HOUSE LONDON BRIDGE LONDON EC4R oH) BERWIN LEIGHTON PAISNER ‘Berwin Leighton Paisner LLP ‘Adsake Houre Loren Bridge Landon ECAR SHA ‘Tel +4 (0)20 3400 1000 Fax 444 (0}20 3400 1111Clause wavansune ‘Schedule 1 2 Execution Pages... sienn Contents Name Definitions and Interpretation. .. Covenant to Pay Assignment. Representations . . .. Undertakings... Protection af Security .....15 s. Set Enforceability and Assignee’s Powers. BE Recerver. Applicaton of Montes Further Assurances .. Power of Attomey . Incorporation of Faclity Letter Provisions» Supplemental. Governing Law Enforcement.... Form of Notice of Assignment Form of Acknowledgement of Assignment ....DATED 22 hugust 216 PARTIES a czy ‘THE EVERTON FOOTBALL CLUB COMPANY LIMITED, a company incorporated Under the laws of England and Wales, with company number 0036624 whose registered office is at Goodison Park, Liverpool, L4 4EL (the “Assignor”) RIGHTS AND MEDIA FUNDING LIMITED, a company incorporated under the laws of England and Wales, with company number 07575619, whose registered office Is c/o Berwin Leighton Patsner LLP, Adelaide House, London éridge, London ECAR SHA (the “Assignee") BACKGROUND (A) (8) © ‘The Assignee (as lender) has made available to the Assignor (as borrower) a facility pursuant to the Facility Letter. It is a condition precedent to the Assignee making avallable the Advance to the [Assignor under the Faciity Letter that the Assignor executes and delivers this Deed to the Assignee. ‘This Deed supplements the Facility Letter and is the Deed of Assignment referred ton the Facilty Letter. OPERATIVE PROVISIONS 1 11 DEFINITIONS AND INTERPRETATION Definitions In this Deed, unless a contrary indication appears: “advance” means the total sum which may be drawn by the Assignor pursuant to the Facilty Letter. “Assigned Rights” means all of the Assignor’s nghts, ble and interest (Whether present or future, actual or contingent) in and to the Recewvables “Basie Award Fund” has the meaning given to it m the Rules “Deed” means this deed of assignment. “Event of Default” has the meaning gwen to itn the Facility Letter. “Facility” means the facility made available by the Assignee to the Assignor pursuant to the Faciity Letter. “Facility Letter” means the faaiity letter entered into by the Assignee (as lender) and the Assignor (as borrower) dated 22 Arsguct 2016 as may be amended from time to ume. “Football Creditors” means each of the creditors referred to mn rules E.28 and E 36 of the Rules. “HMRC” means HM Revenue and Customs.“Loan” means the loan made or to be made to the Assignor under the Faciity or the principal amount outstanding for the time being of any such Loan. “Party” means 2 party to thss Deed “Premier League” means The Football Assocation Premier League Limited (or combination of association football clubs comprising the clubs known as the FA Premier League, or any replacement thereof by whatever name). “Receivables” means all amounts (excluding VAT) due or owing to or which may be due or owing to or purchased or otherwise acquired or received by the Assignor from the Premier League for the 2017/2018 associabon football season in relation to the Basic Award Fund under Rules 0.171, D.18.1 and D.25.1 of the Rules, together with the Stabiliser Payments “Receiver” means any recewer and/or manager (or joint receivers and/or managers) appointed under Clause 8 (Revere). “Rules” means the rules of the Premier League from time to tme in effect between the Premier League and its members. If any amendment or restatement of the exsting rules in place as at the date of this Deed 1s made, alt references to a particular “Rule” in this Deed shall be construed as meaning the corresponding rule in the updated rules notwithstanding any change to the actual number of the relevant rule “Secured Liabilities” means all present and future obligations and labile (whether actual or contngent and whether owed jomntly or severally or in any other capacity whatsoever) of the Assignor to the Assignee (whether under or pursuant to Transacton Documents or otherwise). “Security Interest” means any mortgage, pledge, lien, charge, assignment, hypothecation or secunty interest or any other agreement or arrangement having the effect of conferring security. “Security Documents” has the meaning given to such term in the Facility Letter. “Security Period” means the penod beginning of the date of this Deed and ‘ending on the date on which the Assignee 1s sabsfied that all the Secured Liabites have been unconditionally and irrevocably patd and discharged in full. “Stabiliser Payments” means all amounts payable or which after the date hereof may become payable by the Premier League in May 2017 and June 2017 to the ‘Assignor in respect of Overseas Broadcasting Money, Title Sponsorship Money, Commercial Contract Money and Radio Contract Money, each as defined in the Rules, and whether or not such sums are In fact paid by the Premier League at any ‘ume pnor to May 2017 or June 2017 (as appropriate). “Transaction Documents” means this Deed, the Facility Letter, the Ublisation Request and each of the Secunty Documents. “Utilisation Date” means each date on which the Assignee pays part or all of the ‘Advance to the Assignor in accordance with the terms of the Facility Letter. “Utilisation Request” has the meaning given to it in the Facility Letter.12 13 14 15 an 32 3.24 322 323 “Waiver Letters” means waivers in a form acceptable to the Assignee to be given by each of Bardays Bank PLC and Everton Investments Limited releasing the Receivables from the security granted by the Assignor in favour of each of them. Defined expressions Defined terms in the Facility Letter shall have the same meanings when used in this ‘Deed unless otherwise expressly defined in this Deed. Inconsistency between Facility Letter and this Deed Ths Deed shall be read together with the other Transacton Documents, but in case of any confict between the Faciity Letter and ths Deed, the Facity Letter shall prevail Third party rights ‘A person who 1s not 2 party to this Deed has no nght under the Contracts (Rights Of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of ths Deed, Security Documents “This Deed 1s a Secunty Document for the purposes of the Faciity Letter. COVENANT TO PAY ‘The Assignor covenants with the Assignee duly and punctually: (2) to pay the Secured Labilites to the Assignee; and (b) to perform and observe all its other obligations under the Transaction Documents to which the Assignor is or 1s to be a party, Provided that every payment which the Assignor makes in accordance with the Faclity Letter shall, to the same extent, sabsfy the Assignor’s hablibes under ‘Clause 2(a) ASSIGNMENT Assignment “The Assignor, with full ttle guarantee, assigns to the Assignee absolutely all nghts ‘and interests which now or at any later time it has to, mn or in connecton with, the Assigned Rights Fixed, continuing and additional security ‘The Secunty Interests created by Clause 3.1 (Assignmend are fixed. ‘The secunty consbtuted by this Deed is continuing and will extend to the ulumate balance of all of the Secured lables, regardless of any intermediate payment or ) take or omit to take any acon the taking or omission of which would or might reasonably be expected (in the Assignee’s reasonable opmion) to impair the Assignee's interest in the Recervables. PROTECTION OF SECURITY ‘The Assignee may take any action which it may think fit for the purpose of protecting or maintaining the security created by this Deed or for any similar or related purpose ENFORCEABILITY AND ASSIGNEE'S POWERS Rights to receivables Whether or not an Event of Default has occurred, the Assignee shall, upon receipt of the Receivables from the Premier League, be immediately entitled to apply the same in or towards satisfaction of the Secured Labiites or to hold the same upon account for applicaton at @ later date in or towards satisfaction of the Secured Liabittles, provided that receipt and retention of such amounts by the Assignee shall, to the same extent, satisfy the Assignor’s labiites under the Faciity Letter. Right to enforce security On the occurrence of an Event of Default but without the necessity for any court order in any Jurisdiction to the effect that an Event of Default has occurred or that the secunty constituted by this Deed has become enforceable, and irrespective of whether a notice has been served under Clause 12 (Events of Defeult) of the Facilty Letter the Assignee shall be entitied at any time or times to exercise the73 74 powers set out in Clause 7.3 (Enforcement) and Clause 8 (Recewer) and m any other Transaction Document and the Assignee shall be enbtied at any time or ‘umes: (@) to exercise the powers possessed by it as assignee of the Assigned Rights, conferred by English law; and (&) without liming the scope of the Assignee’s powers under Clause 7.2(), to exeraise the powers possessed by it as a creditor or as a person with a ‘Secunty Interest in the Assigned Rights conferred by English law. Enforcement ‘On the occurrence of an Event of Default, the Assignee shall be enbtled then or at any later time or times" @) ) © @) © o @ (hy oO to demand immediate repayment of the Loan together with all accrued Interest and any amounts due under the Facility Letter or the other Transaction Documents, to exercise any night forming part of the Assigned Rights; to pebtion or apply for, or prove or clam in, any winding up, administration, bankruptcy or similar procedure in respect of any person having any liability under the Assigned Rights, to vote for or against and partiapate i, any composition, voluntary arrangement, scheme of arrangement or reorganisation of any person having a lrabiity under the Assigned Rights, to enter into all kinds of transactions for the purpose of hedging sks ‘which have arisen or which the Assignee considers may anse in respect of the Assigned Rights out of movements in exchange rates, Interest rates or ‘other risks of any kind; to employ the services of any lawyers or other experts or advisers of any type or description, whether or not simular to the foregoing; to appomt all kinds of agents, whether to enforce or exercise any nght under or in connection with the Assigned Rights or for any other purpose; to take over or commence or defend (if necessary using the name of the Assignor) any latms or legal or arbitrabon proceedings relating to, or affecting, the Assigned Rights and to abandon, release or settle m any way any such claims or proceedings; and generally, to enter into any transacton or arrangement of any kind and to do anything in relaton to the Assigned Rights which the Assignee may think ft. Law of Property Act 1925 not applicable ‘The Assignor. @ waives the enttiement conferred by section 93 of the Law of Property Act 1925; and75 754 752 a1 81a 812 82 82.4 822 83 831 833 (b) agrees that section 103 of that Act shall not apply to the secunty created by this Deed. No liability of Assignee or Receiver Netther the Assignee nor any Receiver shall be obliged to. (2) check the nature or suffiaency of any payment received by it or him under this Deed, or (b) preserve, exercise or enforce any right forming part of, or relabng to, any Assigned Rights. Neither the Assignee nor any Receiver shall have any liability to the Assignor: (@) for any loss caused by an exercise of, oF failure to exercse, nghts under, or enforcement of, or failure to enforce any secunty created by, this Deed; or (©) to account for any income or principal amount which might have been produced or realised from any asset forming part of, or subject to, any secunty created by this Deed RECEIVER Appointment of Receiver In addibon to the powers conferred by Clause 7 (Enforaeability and Assignee’s Powers), on the occurrence of an Event of Default, the Assignee may appoint a Recewver of the Assigned Rights. ‘An appointment of a Receiver shall be by deed or, at the Assignee’s option, by a document signed by any of its officers. Relationship with Assignee ‘The Assignee may exercise any of the powers conferred by this Deed while a Receiver 1s in office and 1s actng. To the fullest extent permitted by law, a Receiver shall be the Assignor’s agent, and the Assignor shall be responsible, to the exclusion of any liability on the part of the Assignee, for his remuneration and for his contracts, acts and defaults. Powers of a Receiver ‘A Recewver shall have all the powers conferred by Clause 7.3 (Enforcement) as if references to the Assignee in Clause 7.3 (Enforcement) were references to the Receiver, and all the powers conferred on a Receiver by the Law of Property Act 1925 In addition, a Recewer who 1s an administrative receiver for the purposes of the Insolvency Act 1986 shall have all the powers which an administrative receiver has, under that Act In the case of joint Recervers, any of the powers (including the discrevons) conferred by this Deed or by the general law (Including the Insolvency Act 1986)