RHEINMETALL BAE SYSTEMS LAND LIMITED

An omnibus guarantee and set-off agreement dated 17/12/03

Created on 10 Feb 2004

Delivered on 11 Feb 2004

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

Short Particulars

Any sum or sums for the time being standing to the credit of any one or more of any present or future accounts of the companies or any ofthem with the bank (including any accounts held in the banks name with any designation which includes the name (s) of the companies or any of them) whether such accounts be denominated in sterling or in a currency or currencies other than sterling.

Transactions

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An omnibus guarantee and set-off agreement

Created on 17 Dec 2003

Delivered on 19 Dec 2003

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

Short Particulars

Any sum or sums for the time being standing to the credit of any one or more of any present and future accounts of the companies or any of them with the bank whether such accounts be denominated in sterling or in any other currency.

Transactions

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Deed of admission to a composite guarantee and debenture dated 2 november 1998

Created on 15 May 2003

Delivered on 21 May 2003

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

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

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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Deed of admission to a composite guarantee and debenture dated 2 november 1998

Created on 15 May 2003

Delivered on 21 May 2003

Status fully-satisfied

Persons Entitled

Alvis PLC

Amount Secured

All monies due or to become due from the company to the chargee

Short Particulars

Floating charge over all undertaking property assets and revenues.

Transactions

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Deposit agreement to secure own liabilities

Created on 03 Jul 2001

Delivered on 06 Jul 2001

Status fully-satisfied

Persons Entitled

Lloyds Tsb Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

All deposits with the banks treasury division in the name of the bank re the company (in whatever currency denominated).

Transactions

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Composite guarantee and debenture in relation to a swedish kroner 401,040,000 multi-currency term loan facility

Created on 02 Nov 1998

Delivered on 18 Nov 1998

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC,as Trustee

Amount Secured

All monies and liabilities whether present or future,actual or contingent (including further advances made after the date of the debenture by any beneficiary,as defined) which then were or at any time thereafter might be due,owing or incurred by the relevant company to any beneficiary under or in connection with the finance documents (as defined) and all other monies and liabilities whether present or future,actual or contingent which then were or at any time thereafter might be due,owing or incurred to any beneficiary by any other relevant company or by ah under or in connection with the finance documents (except any monies or liabilities due,owing or incurred by such other relevant company or by ah as guarantor for the relevant company)

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 guarantee and debenture in relation to a £20,000,000 multi-currency revolving credit facility

Created on 02 Nov 1998

Delivered on 18 Nov 1998

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC,as Trustee

Amount Secured

All monies and liabilities whether present or future,actual or contingent (including further advances made after the date of the debenture by any beneficiary,as defined) which then were or at any time thereafter might be due,owing or incurred by the relevant company to any beneficiary under or in connection with the finance documents (as defined) and all other monies and liabilities whether present or future,actual or contingent which then were or at any time thereafter might be due,owing or incurred to any beneficiary by any other relevant company or by ah under or in connection with the finance documents (except any monies or liabilities due,owing or incurred by such other relevant company or by ah as guarantor for the relevant company)

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 guarantee and debenture

Created on 02 Nov 1998

Delivered on 18 Nov 1998

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All moneys and liabilities whether present or future,actual or contingent (including further advances made after the date of the debenture by the bank)which then were or at any time thereafter may be due owing or incurred by the relevant company to the bank on any current account or in any manner whatsoever without limitation (but excluding any sums owing or liabilities incurred by the relevant company under the syndicated finance documents,as defined) and all other moneys and liabilities whether present or future,actual or contingent which then were or at any time thereafter might be due owing or incurred by any other company or ah on any current account or in any manner whatsoever without limitation (but excluding (I) any sums owing or liabilities incurred by such other company or ah under the syndicated finance documents,as defined and (ii) any moneys or liabilities due owing or incurred by such other company or ah as guarantor for the relevant company)

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 guarantee and debenture relating to a £20,000,000 multi-currency revolving credit facility

Created on 02 Nov 1998

Delivered on 18 Nov 1998

Status fully-satisfied

Persons Entitled

Alvis PLC

Amount Secured

All monies due or to become due from the company to the chargee

Short Particulars

Undertaking and all property and assets. See the mortgage charge document for full details.

Transactions

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Composite guarantee and debenture relating to a swedish kroner 401,040,000 multi-currency term loan facility

Created on 02 Nov 1998

Delivered on 18 Nov 1998

Status fully-satisfied

Persons Entitled

Alvis PLC

Amount Secured

All monies due or to become due from the company to the chargee

Short Particulars

Undertaking and all property and assets. See the mortgage charge document for full details.

Transactions

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Composite guarantee and debenture

Created on 02 Nov 1998

Delivered on 18 Nov 1998

Status fully-satisfied

Persons Entitled

Alvis PLC

Amount Secured

All monies due or to become due from the company to the chargee

Short Particulars

Undertaking and all property and assets. See the mortgage charge document for full details.

Transactions

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Composite guarantee and debenture

Created on 22 Oct 1997

Delivered on 07 Nov 1997

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All monies and liabilities present and future actual and contingent due or to become due from the company to lloyds bank PLC on any current account or in any manner whatsoever (but excluding any sums owing or liabilities incurred by the company under the syndicated finance documents) and all moneys and liabilities present and future actual or contingent due or to become due by any obligors(other than the company) or newco on any current account and in any manner whatsoever (but excluding (I) any sums owing or liabilities incurred by such other obligors or newco under the syndicated finance documents and (ii) any moneys or liabilities due owing or incurred by such other obligors or newco as guarantor for the company).

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.

Transactions

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Composite guarantee and debenture

Created on 22 Oct 1997

Delivered on 12 Nov 1997

Status fully-satisfied

Persons Entitled

Alvis PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the debenture

Short Particulars

Floating charge all the company's undertaking property and assets present and future. See the mortgage charge document for full details.

Transactions

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Composite guarantee and debenture

Created on 22 Oct 1997

Delivered on 07 Nov 1997

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC(The "Trustee")

Amount Secured

All monies due or to become due from the company or any obligor other than the company or newco to lloyds bank PLC (the "trustee") under the terms of the finance documents (as defined in the debenture) except any monies or liabilities due owing or incurred by such obligor(s) or by newco as guarantor for the company

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.

Transactions

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Composite guarantee and debenture

Created on 22 Oct 1997

Delivered on 07 Nov 1997

Status fully-satisfied

Persons Entitled

Alvis PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the debenture

Short Particulars

Floating charge all undertaking property and assets of the company present and future. See the mortgage charge document for full details.

Transactions

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Composite guarantee and debenture

Created on 22 Oct 1997

Delivered on 07 Nov 1997

Status fully-satisfied

Persons Entitled

Alvis PLC("Alvis")

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the charge

Short Particulars

By way of floating charge, all its undertaking, property, assets and revenues both present and future.

Transactions

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Guarantee and debenture

Created on 15 May 1995

Delivered on 25 May 1995

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of the charge and master facility agreement of even date

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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Assignment and charge of registered designs and design right

Created on 15 May 1995

Delivered on 25 May 1995

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of the charge and master facility agreement of even date

Short Particulars

The "charged rights" (as defined in form 395). see the mortgage charge document for full details.

Transactions

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Assignment and charge of copyright and design right

Created on 15 May 1995

Delivered on 25 May 1995

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of the charge and master facility agreement of even date

Short Particulars

All "charged rights" (as defined in form 395). see the mortgage charge document for full details.

Transactions

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Mortgage of trade marks trade names and goodwill

Created on 15 May 1995

Delivered on 25 May 1995

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of the charge and master facility agreement of even date

Short Particulars

All designs and registered designs specified in form 395 together with all designs design rights and registered designs belonging to the mortgagor present and future at the date of the charge. See the mortgage charge document for full details.

Transactions

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Assignment and charge of patents

Created on 15 May 1995

Delivered on 25 May 1995

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of the charge and master facility agreement of even date

Short Particulars

All inventions and patents specified in form 395 together with all inventions and patents belonging to the mortgagor present and future at the date of the charge. Patent no'S. 5031477. 0 420 446 (e) (X2). 2172 672. 2235663. P690 01 168.7. 14889/1990. 5 031 477. see the mortgage charge document for full details.

Transactions

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Deed of accession and supplemental charge in favour of lloyds bank PLC as agent and trustee for the banks (as defined)

Created on 12 Jul 1994

Delivered on 22 Jul 1994

Status fully-satisfied

Persons Entitled

Each of the Banks

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

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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Deed of accession and supplemental charge in favour of lloyds bank PLC as agent and trustee for the banks (as defined)

Created on 12 Jul 1994

Delivered on 22 Jul 1994

Status fully-satisfied

Persons Entitled

Each of the Banks

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargees on any account whatsoever

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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Legal charge

Created on 28 May 1993

Delivered on 16 Jun 1993

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

The triangle walsgrave road coventry west midlands.

Transactions

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Deed of accession and supplemental charge

Created on 30 Sep 1991

Delivered on 15 Oct 1991

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever under the terms of the facility letter and this deed

Short Particulars

(See doc M395 - refm 807C 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.

Transactions

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