Prize Food Group Limited

Robert Fleming & Co.Limited

1) block 1H and 2H,west kent cold storage estate,sevenoaks,kent;2) bays 7 & 8 block h west kent cold storage estate,rye lane,dunton green,sevenoaks,kent; 3) unit 22 eldon way,paddock wood,tunbridge wells,kent.for details of further properties charged please refer to form 395. 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.

The company covenants that it will pay to the security trustee (as defined) all moneys,obligations and liabilities due owing or incurred by it to the finance parties (as defined) or any of them under or pursuant to the finance documents (as defined) when the same become due for payment or discharge;and irrevocably and unconditionally guarantees:the due performance by each of the other members of the group (as defined) of all its obligations under or pursuant to the finance documents to which it is a party;and the payment of all moneys and discharge of all liabilities due to the finance parties or any of them under or pursuant to the finance documents by (x) each other company (as defined) and by (y) any other present or future subsidiary of the parent or of any company