DEUTSCHE BANK TRUST COMPANY AMERICAS

Owners first mortgage no. 7475 dated 26TH may 1999 between the company, barclays bank PLC as the syndicate a security trustee and national westminster bank PLC as the paying agent

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan and guarantee agreement no.7475 Dated 21ST july 1989 as amended and supplemented by various supplemental agreements (as defined)

Short Particulars

All the companys present and future right and interest in a boeing model 747-436 with manufacturers serial number 24049 reg mark g-bnlg and the associated engines being 4 rolls royce model RB211-524G aircraft engines numbers 13077,13078,13079,and 13080 and and replacement thereof.. See the mortgage charge document for full details.

Transactions

Owners first mortgage no. 7474 dated 26TH may 1999 made between the company and barclays bank PLC as the syndicate a security trustee and national westminster bank PLC as the paying agent

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan and guarantee agreement no. 7474 dated 21ST july 1989 as amended and supplemented by various supplemental agreements (as defined)

Short Particulars

All the company's right title and interest in and to boeing 747-436 with manufacturers serial number 24048 and registration mark g-bnlf and associated engines being 4 rolls royce RB211-524G numbered 13073,13072,13074 and 13075 and any replacement thereof all insurances requisition compensation all benefits thereof all other warranties contract and other agreements under the terms of the mortgage. See the mortgage charge document for full details.

Transactions

Owners first mortgage no. 7476 dated 26TH may 1999 between the company and barclays bank PLC as the syndicate a security trustee and national westminster bank PLC as the paying agent

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan guarantee agreement no. 7476 dated 21ST july 1989 as amended by various supplemental agreements (as defined)

Short Particulars

All the company's right title and interest in and to boeing model 747-436 aircraft with serial no.24050 Reg. Mark g-bnlh and the associated engines being 4 rolls royce RB211-524G numbered 13082, 13083,13084 and 13092 and any replacement thereof all other warranties contract and other agreements unfder the terms of the mortgage. See the mortgage charge document for full details.

Transactions

Owners first mortgage no. 7473 dated 26TH may 1989 made between the company and barclays bank PLC as the syndicate a security trustee and national westminster bank PLC as the paying agent

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan and guarantee agreement no. 7473 dated 21ST july 1989 as amended and supplemented by various supplemental agreements (as defined)

Short Particulars

All the company's right title and interest in a boeing model 747-436 with serial number 23911 reg.mark g-bnld and associated engines being 4 rolls royce RB211-524G numbered 13047,13048, 13049 and 13050 and any replacement thereof all insurances requisition compensation and all benefits thereof all other warranties contract and other agreements under the terms of the mortgage. See the mortgage charge document for full details.

Transactions

Owners security assignment no. 7476 dated 26TH may 1999 made between the company, barclays bank PLC as the syndicate a security trustee, national westminster bank PLC as the syndicate a agent and paying agent and the boeing company

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan and guarantee agreement no. 7476 dated 21ST july 1999 as amended and supplemented by various supplemental agreements (as defined)

Short Particulars

All the companys rights title and interest present and future in and to the assigned property and the charged accounts (as defined in form 395 relative to this charge).

Transactions

Owners security assignment no. 7473 dated 26TH may 1999 made between the company, barclays bank PLC as the syndicate a security trustee, national westminster bank PLC as the syndicate a agent and paying agent and the boeing company

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan and guarantee agreement no. 7473 dated 21ST july 1989 a amended and supplemented by various supplemental agreements (as defined)

Short Particulars

All the companys rights titlee and interest in and to the assigned property and the charged accounts (as defined in form 395 relative to this charge). See the mortgage charge document for full details.

Transactions

Owners security assignment no.7474 Bretween the company, barclays bank PLC as the syndicate a security trustee, national westminster bank PLC as the syndicate a agent and paying agent and the boeing company

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan and guarantee agreement no. 7474 dated 21ST july 1989 as amended and supplemented by various supplemental agreements (as defined)

Short Particulars

All the company's right title and interest in and to the assigned property and charged accounts (as defined in form 395 relative to the charge). See the mortgage charge document for full details.

Transactions

Owners security assignment no 7475 made between the company, barclays bank PLC as the syndicate a security trustee, national westminster bank PLC as the syndicate a agent and paying agent and the boeing company

Created on 26 May 1999

Delivered on 14 Jun 1999

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under a loan and guarantee agreement no. 7475 dated 21ST july 1989 as amended and supplemented by various supplemental agreements (as defined)

Short Particulars

All the company's rights title and interest present and future in and to the assigned property and the charged accounts (as defined in form 395 relative to this charge). See the mortgage charge document for full details.

Transactions

Collateral trust agreement

Created on 05 Aug 1996

Delivered on 15 Aug 1996

Status outstanding

Persons Entitled

The Bank of New York as Collateral Trustee for the Benefit of the Secured Parties

Amount Secured

All monies due or to become due from the company to the chargee in respect of any customer payable payable by the company to any program customer or to any qualified dealer that enters into a program assignment with any program customer, ratably without preference or priority of any one over any other, and without regard to the office of the company through which such obligations are incurred; and all obligations (including any interest thereon), whether absolute, fixed or contingent, at any time owing by the company to the insurer in respect of reimbursement obligations; and all trustee's fees and expenses and all indemnities at any time and from time to time payable by the company to the trustee under the collateral trust agreement

Short Particulars

Btco assigns conveys transfers delives and sets over to the trustee for the benefit of the secured parties and grants to the trustee for the benefit of the secured parties a lien on and security interest in, all of btco's right title and interest in, to and under all of the following: (a) the program transaction documents,. See the mortgage charge document for full details.

Transactions

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Members agreement

Created on 21 Jun 1993

Delivered on 25 Jun 1993

Status outstanding

Persons Entitled

International Securitues Clearing Corporation

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the terms of the members agreement dated 6/9/93

Short Particulars

All property placed by the company in the possession of iscc including but not limited to securities and cash in the process of clearance or on deposit with or pledged to iscc in satisfaction and/or in excess of the companys clearing fund deposit pursuant to rule 4 section 1 and rule 12. see the mortgage charge document for full details.

Transactions

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Deed of charge

Created on 05 Apr 1993

Delivered on 06 Apr 1993

Status outstanding

Persons Entitled

Midland Bank PLC

Amount Secured

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

Short Particulars

Fixed charge over all sums and other securities and a floating charge over all right title and interest of the company.

Transactions

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Deed of charge

Created on 13 Jul 1990

Delivered on 30 Jul 1990

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee under the ap facility agreement dated 13/7/90

Short Particulars

All sums receivable by the company by any stock account in the name of the company or the central gilts officeof the bank of england. See the mortgage charge document for full details.

Transactions

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