FIRST CHOICE HOLIDAYS & FLIGHTS LIMITED

Deed relating to netting and payment arrangements

Created on 28 Feb 1997

Delivered on 12 Mar 1997

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

Any obligation for the payment or repayment of money, whether actual or contingent, present or future, joint or several and whether incurred as principal or surety, including principal, interest, commission, fees and other lawful charges and expenses for which a participant (as defined) may be or become liable to the chargee (in its capacity as security trustee) and the banks (as defined)

Short Particulars

By clause 3.1 of the deed, the company agreed that each bank may, at any time or times on or after the enforcement date (as defined in the inter-creditor agreement) without notice, set off any or all sums of money now or subsequently standing to the credit of the company (including any unmatured deposit or any deposit in respect of which the appropriate call notice has not been given) against all or such part of such indebtedness as such bank may determine (whether presently payable or not).. See the mortgage charge document for full details.

Transactions

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Deed of assignment

Created on 12 Apr 1989

Delivered on 21 Apr 1989

Status fully-satisfied

Persons Entitled

Guinney & Mahon Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a facility agreement of even date

Short Particulars

All the companys rights title & interest in & to all moneys which were at the date of the assignment or thereafter standing to the credit of the blocked deposit account in the rare of the company (see form 395 ref: M81 for full details).

Transactions

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Deed of assignment

Created on 20 Oct 1988

Delivered on 09 Nov 1988

Status fully-satisfied

Persons Entitled

Guinness Mahon & Co

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a facility agreement of evendate and/or this charge.

Short Particulars

All moneys, obligations and liabilities whether actual or contingent at the date of the assignment or any time thereafter due owing or incurred to the bank, (please see doc 395/m/251/9/11/l for full details).

Transactions

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Deed of assignment

Created on 28 Sep 1988

Delivered on 18 Oct 1988

Status fully-satisfied

Persons Entitled

Guinness Mahon & Co Limited

The United Bank of Kuwait PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a facility agreement dated 28/9/88 and/or this charge

Short Particulars

The aggregate amount standing to the credit of the blocked deposit account in the name of the company open or to be opened in the books of cruinness mahon nominees & all the rights, title & benefits of the company whatsoever both present and future therein.

Transactions

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Legal charge

Created on 01 Dec 1987

Delivered on 09 Dec 1987

Status fully-satisfied

Persons Entitled

Midland Bank PLC

Amount Secured

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

Short Particulars

Lands hereditaments & premises being 190 & 190A campden hill road kensington T.N. ngl 365553.

Transactions

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Legal charge

Created on 07 Jan 1987

Delivered on 12 Jan 1987

Status fully-satisfied

Persons Entitled

Midland Bank PLC

Amount Secured

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

Short Particulars

F/Hold 190/190A camden hill road kensington t/no: ngl 365553.

Transactions

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Charge

Created on 12 May 1986

Delivered on 27 May 1986

Status fully-satisfied

Persons Entitled

Midland Bank PLC

Amount Secured

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

Short Particulars

Fixed and floating charge over undertaking and all property and assets present and future including bookdebts & uncalled capital.

Transactions

Fixed and floating charge

Created on 03 Feb 1986

Delivered on 12 Feb 1986

Status fully-satisfied

Persons Entitled

Midland Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the facility letter dated 27/11/85.

Short Particulars

Fixed and floating charge over undertaking and all property and assets present and future including bookdebts & uncalled capital.

Transactions

Legal mortgage

Created on 30 Jan 1985

Delivered on 01 Feb 1985

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

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

Short Particulars

F/H property 190 campden hill road london W8 7TH T.n ngl 365553.

Transactions

Debenture

Created on 29 Apr 1982

Delivered on 13 May 1982

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

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

Short Particulars

Fixed & floating charge over undertaking and all property and assets present and future including goodwill book debts & other debts uncalled capital. Together with all buildings, fixtures, fixed plant & machinery, all stocks, shares & other securities.

Transactions

Master agreement

Created on 29 Sep 1981

Delivered on 09 Oct 1981

Status fully-satisfied

Persons Entitled

Sumstock Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the master hire purchase agreement dated 29 sept 81.

Short Particulars

All the companys right title benefit & interest in the lease & gurantee & indemnity as defined in the security assignment including without limitation (I) any monies including insurance proceeds payable to or on account of the company under the lease & guarantee (ii) all other rights & benefits.

Transactions

Mortgage debenture

Created on 26 Jan 1981

Delivered on 05 Feb 1981

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

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

Short Particulars

1) 190/190A campden hill road, london borough of kensington and chelsea. Title no:- ngl 365553. 2) 260A fulham road, london borough of kensington and chelsea. Title no:- ln 61985 specific equitable charge over all f/h and l/h companies fixed and floating charge over undertaking and all property and assets present and future including goodwill and bookdebts.

Transactions

Mortgage debenture

Created on 26 Jan 1981

Delivered on 05 Feb 1981

Status fully-satisfied

Persons Entitled

County Bank Limited

Amount Secured

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

Short Particulars

260A, fulham road, london S.W.3 and 190/190A campden hill road, london W.8. title nos- ln 61985 and ngl 365553 respectively. Also specific equitable charge over all f/h and l/h properties, fixed and floating charge over undertaking and all property and assets present and future including goodwill & bookdebts.

Transactions