T-MOBILE NO.5 LIMITED

Mortgage of shares

Created on 31 Oct 2000

Delivered on 14 Nov 2000

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

All present and future obligations and liabilities due or to become due from virgin mobile telecoms limited (the " company") to the chargee (the "security agent") as agent and trustee for itself and each of the senior creditors (as defined) or any of them on any account whatsoever under each or any of the senior finance documents (as defined)

Short Particulars

All shares (as defined) held now or in the future by it and/or any nominee on its behalf and all related rights. See the mortgage charge document for full details.

Transactions

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Partnership debenture

Created on 01 Jun 1998

Delivered on 08 Jun 1998

Status fully-satisfied

Persons Entitled

Hsbc Investment Bank PLC

Amount Secured

All moneys, obligations and liabilities due or to become due from the company and by the borrower and/or any other partner to the chargee as agent and trustee for the beneficiaries under or pursuant to any transaction document and/or debenture and on any account or in any other manner 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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Partnership debenture

Created on 14 Oct 1996

Delivered on 01 Nov 1996

Status fully-satisfied

Persons Entitled

Hsbc Investment Bank PLC,as Agent and Trustee for the Beneficiaries (As Defined)

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 or pursuant to any finance document (as defined) and/or this debenture

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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Partnership debenrure

Created on 01 Dec 1995

Delivered on 15 Dec 1995

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co.Limitedas Agent and Trustee for the Beneficiaries (As Defined)

Amount Secured

All monies due or to become due from the company and/or any other partner (as defined) to the chargees under the terms of any finance documents (as defined in the debenture) and this 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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Supplemental agreement

Created on 27 Mar 1995

Delivered on 04 Apr 1995

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co.Limited

Amount Secured

And varying the terms of the partnership debenture dated 13TH april 1994

Short Particulars

1). land at tooting and mitcham football club sandy lane mitcham t/n TGL80928 2). land at eppingdene livery stables ivy chimneys road epping essex t/n EX457121 3). land at brooklands industrial estate avro way weybridge surrey t/n SY629078 4). land at ullswater crescent trading estate coulsdon croydon surrey t/n SGL311916 5). land at old's approach wm. Old civil engineering limited tolpits lane watford t/n hd 161256. see the mortgage charge document for full details.

Transactions

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Partnership debenture

Created on 27 Mar 1995

Delivered on 04 Apr 1995

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co. Limitedas Agent and Trustee for the Beneficiaries

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 each of the finance documents (as defined in the debenture)

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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Debenture

Created on 13 Apr 1994

Delivered on 22 Apr 1994

Status fully-satisfied

Persons Entitled

S,G.Warburg & Co. LTD (The "Security Trustee")

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the finance documents (as defined)

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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Licence

Created on 22 Feb 1993

Delivered on 03 Mar 1993

Status fully-satisfied

Persons Entitled

Grosvenor Estate Belgravia

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 under the terms of the charge ( being the obligations of the licencee contained in clause 3VIII of the licence

Short Particulars

£5,000 deposited by the licencee with the chargee.

Transactions

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Security agreement

Created on 12 Nov 1992

Delivered on 01 Dec 1992

Status fully-satisfied

Persons Entitled

S.G. Warburg & Co. LTD.as the "Security Trustee" for the Beneficiaries(As Defined)

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 under each of the finance documents (as defined)

Short Particulars

Fixed and floating charges over all the righ, title and interest in all assets,equipment and monies (see doc ref M345C for full details).

Transactions

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