ALSTOM NL SERVICE PROVISION LTD

An omnibus letter of set-off

Created on 14 Oct 2004

Delivered on 30 Oct 2004

Status outstanding

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 standing to the credit of any one or more of any present or future accounts of the companies or any of them with the bank (including any accounts held in the bank's 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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A deed of admission to an omnibus letter of set-off dated 15 november 2002 and

Created on 08 Sep 2004

Delivered on 24 Sep 2004

Status outstanding

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 standing to the credit of any one or more of any present or future accounts of the companies or any of them with the bank (including any accounts held in the bank's 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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Assignment and charge

Created on 30 Dec 2002

Delivered on 17 Jan 2003

Status outstanding

Persons Entitled

Assetfinance March (A) Limited, Royal Bank of Scotland (Industrial Leasing) Limited and R.B.Leasing (March) Limited (in Its Capacity as Assignor of Its Rights Under the Nltsc to Rbil by an Agreement Dated 1 March 1999) and Their Successors and Permitted Transferees and Assignees.

Amount Secured

All monies due or to become due from the company to the secured parties under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Any amount expressed to be payable by jnp and/or lul under the relevant provisions of the amended and restated usage contract. See the mortgage charge document for full details.

Transactions

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Security assignment

Created on 07 Apr 1995

Delivered on 27 Apr 1995

Status outstanding

Persons Entitled

London Underground Limited

Amount Secured

All monies due or to become due from the company to the chargee under the usage contract (as defined) on the date when the finance parties (as defined) make the payment of the relevant assigned property (as defined)

Short Particulars

All rights,title and interest in all amounts......all claims/remedies..........etc. See the mortgage charge document for full details.

Transactions

Train mortgage

Created on 07 Apr 1995

Delivered on 27 Apr 1995

Status outstanding

Persons Entitled

London Underground Limited

Amount Secured

The obligation of the company to the chargee under clause 43.1.1(b) of the usage contract of even date

Short Particulars

The trains hereafter acquired by the company and assigns the sale agreement rights. See the mortgage charge document for full details.

Transactions

Assignment and charge

Created on 07 Apr 1995

Delivered on 20 Apr 1995

Status outstanding

Persons Entitled

R.B. Leasing (March) Limited and Concord Leasing March (a) Limited

Amount Secured

All monies, obligations and liabilities due or to become due from the company or by the manufacturer to the chargees whether actual or contingent under each of the secured documents to which the company or the manufacturer respectively is a party

Short Particulars

All the rights titles benefits & interests of the company in and to any amount expresses to be payable. See the mortgage charge document for full details.

Transactions

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