LHR AIRPORTS LIMITED

Share pledge

Created on 01 Feb 2007

Delivered on 05 Feb 2007

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC (The Security Trustee)

Amount Secured

All monies due or to become due from any obligor to any secured party on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The whole of the chargor's present and future rights, title and interest in and to the pledged securities. See the mortgage charge document for full details.

Transactions

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Mortgage

Created on 19 Jan 2007

Delivered on 31 Jan 2007

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC as Security Trustee

Amount Secured

The secured obligations under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The mortgaged property being f/h land on the south west side of the road leading from charlwood to crawley t/no SY172159; f/h land at the junction of bonnetts lane and westfield road, lowfield heath, charlwood t/no SY153923; f/h land at lowfield, heath road, charlwood t/no SY423924, for details of further properties charged please refer to form 395, and any buildings, fixtures, fittings, fixed plant or machinery and includes all related rights. See the mortgage charge document for full details.

Transactions

Share security deposit agreement

Created on 19 Jan 2007

Delivered on 31 Jan 2007

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC as Security Trustee

Amount Secured

All monies due or to become due up to the amount of £8,970,000,000 principal and all other monies due or to become due from any obligor to any secured party and to the special participant and any creditor on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The depositor ii shares meaning all shares owned by depositor ii in the company from time to time. See the mortgage charge document for full details.

Transactions

Share pledge

Created on 19 Jan 2007

Delivered on 31 Jan 2007

Status outstanding

Persons Entitled

The Royal Bank Scotland PLC as Security Trustee for the Secured Parties

Amount Secured

All monies due or to become due from the company or any of the charging companies to the chargee or any of the other secured parties on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The whole present and future rights title and interest in and to the pledged securities being the 39,900,002 ordinary shares of £1 each in scottish airports limited any other shares stocks and/or securities issued. See the mortgage charge document for full details.

Transactions

Debenture

Created on 14 Aug 2006

Delivered on 16 Aug 2006

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC as Security Trustee for the Beneficiaries

Amount Secured

All monies due or to become due from the company to the chargee or any of the other beneficiaries on any account whatsoever 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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A standard security which has been presented for registration on 9TH august 2004 and

Created on 15 Jul 2004

Delivered on 13 Aug 2004

Status outstanding

Persons Entitled

Glasgow Airport Limited

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

All and whole the subjects lying to the north of sanderling road, paisley, t/no REN914888 together with the whole buildings and erections thereon.

Transactions

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A standard security which was presented for registration in scotland on 31 march 2004 and

Created on 30 Mar 2004

Delivered on 08 Apr 2004

Status outstanding

Persons Entitled

Glasgow Airport Limited

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

All and whole those subjects lying to the north of sanderling road paisley t/n REN91489 together with the whole buildings and erections thereon.

Transactions

A standard security which was presented for registration in scotland on 31 march 2004 and

Created on 30 Mar 2004

Delivered on 08 Apr 2004

Status outstanding

Persons Entitled

Aberdeen Airport Limited

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

All and whole those subjects lying to the east of argyll road aberdeen t/n ABN20647 together with the whole buildings and erections thereon.

Transactions

A standard security which was presented for registration in scotland on 26 march 2004 and

Created on 23 Mar 2004

Delivered on 08 Apr 2004

Status outstanding

Persons Entitled

Aberdeen Airport Limited

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

All and whole those subjects lying to the east of argyll road aberdeen t/n ABN20651 together with the whole buildings and erections thereon.

Transactions

A standard security which was presented for registration in scotland on 26 march 2004 and

Created on 23 Mar 2004

Delivered on 08 Apr 2004

Status outstanding

Persons Entitled

Aberdeen Airport Limited

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

All and whole those subjects on the north side of dyce drice aberdeen t/n ABN20650 together with the whole buildings and erections thereon.

Transactions

Standard security

Created on 21 Jan 2000

Delivered on 27 Jan 2000

Status outstanding

Persons Entitled

Glasgow Airport Limited

Amount Secured

All obligations ad factum praestandum liabilities and others due and that may become due

Short Particulars

1.93 acres at glasgow airport paisley (budget hotel site).

Transactions

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Intercreditor deed between amongst others, baa PLC (the junior creditor) and bayerische landesbank girozentrale, london branch (the agent)

Created on 21 Dec 1999

Delivered on 07 Jan 2000

Status outstanding

Persons Entitled

Bayerische Landesbank Girozentrale, London Branch (The Agent)

Amount Secured

All present and future liabilities payable or owing by an obligor (as defined) to the finance parties (as defined) under or in connection with the senior finance documents (as defined)

Short Particulars

If at any time prior to the senior discharge date (save for the permitted payments) the junior creditor receives a payment or distribution in cash or in kind of or on account of any of its junior debt not made in accordance with the provisions of clause 11 (proceeds of enforcement of security) of the intercreditor deed. See the mortgage charge document for full details.

Transactions

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Fourteenth supplemental trust deed

Created on 03 Dec 1998

Delivered on 16 Dec 1998

Status fully-satisfied

Persons Entitled

The Law Debenture Trust Corporation P.L.C. (The "Trustees")

Amount Secured

And securing the payment of the principal of and interest on the £30,000,000 10.25 per cent. First mortgage debenture stock 2017 of baa lynton PLC ("baa lynton") and all other monies intended to be secured by the trust deed dated 13TH july 1987 (the "principal trust deed"), any deed constituting or securing any further stock (as defined in the principal trust deed) and any other deed or instrument conferring rights on the trustees or to which they may be a party executed or entered into pursuant to the provisions of the principal trust deed or any deed supplemental thereto

Short Particulars

Schlumberger house buckingham gate gatwick airport crawley west sussex; B550 tinsley house church road charlwood gatwick airport crawley west sussex; land and buildings at stanwell road heathrow airport hillingdon k/a the longhaul catering base heathrow t/nos: WSX178602 WSX173653 AGL58195 together with all buildings and erections and fixtures and fixed plant and machinery for the time being thereon. See the mortgage charge document for full details.

Transactions

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