THOMSON AIRWAYS LIMITED

Aircraft mortgage

Created on 16 Jun 1992

Delivered on 03 Jul 1992

Status fully-satisfied

Persons Entitled

Chemo Equipment Finance Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a lease and a sales agency letter dated 2ND february 1987

Short Particulars

One boeing model 737-200 advanced aircraft serial no: 22632 chilean registration cc-cyp (see form 395 for full details).

Transactions

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Mortgage

Created on 23 Apr 1987

Delivered on 30 Apr 1987

Status fully-satisfied

Persons Entitled

Chemco Equipment Finance Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a lease dated 2/2/87 and a sales agency letter dated 2.2987 and this charge.

Short Particulars

All the interest present & future of horizon holidays limited in . 1. one boeing 737-200A aircraft, serial no 22397 registration mark g-bhvi. 2. the engines. 3. each and every components, equipment, machinery, radio, appliances etc. 4. the manuals & technical records. (For full details see doc 395.

Transactions

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Mortgage

Created on 15 Apr 1987

Delivered on 30 Apr 1987

Status fully-satisfied

Persons Entitled

Chemco Equipment Finance Limited.

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a lease dated 2.2.81 and a sales agency letter dated 2.2.81 and this charge

Short Particulars

All interest present & future of horizon holidays in. 1. one boeing 737-200A aircraft serial no: 22397 registration mark: gbhui. 2. the engines. 3. the parts & components, machinery, radios, appliances. Etc. 4. the manuals & technical records. (For full details see form 395).

Transactions

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Mortgage

Created on 10 Apr 1987

Delivered on 13 Apr 1987

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All moneys due or to become due from the company and/or orion airways limited to the chargee under the terms of a facility letter dated 7 apr 87

Short Particulars

All the rights title and interest in each of the: (a) the aircraft (b) the engines (c) insurances (please see doc M83/13 apr/ln for full details).

Transactions

Aircraft lease agreement

Created on 02 Feb 1987

Delivered on 16 Feb 1987

Status fully-satisfied

Persons Entitled

Chemco Equipment Finance Limited.

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a sales agency letter dated 2/2/87 and this lease

Short Particulars

All the company's interest in (1) one boeing 737-200A aircraft with manufacturers serial no 22632 and registration mark g-bjmf. (Ii) 2 pratt & whitney JT8D-15 engines or their replacements (iii) all machinery components equipment radios appliances instruments etc. (iv) the manuals & technical records relating to the aircraft. (V) all the companies interest in all manufacturers warranties inrespect of the aircraft or any part of it. (See doc for details).

Transactions

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Aircraft lease agreement

Created on 02 Feb 1987

Delivered on 16 Feb 1987

Status fully-satisfied

Persons Entitled

Chemco Equipment Finance Limited.

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a sales agency letter dated 2/2/87 and this lease.

Short Particulars

All that company's interest in (1) one boeing 737-200A aircraft seril no 22397 and registration mark 9-BHV1 (11) 2 pratt & whitney jt,d-15 engines or their implacements (iii) all machinery components equipment radios appliances instruments etc (iv) the manuals and technical records relating to the aircraft. (V) all the company's interest in all manufacturers warrent in respecf ot the aircraft or any part of it (see doc for full details).

Transactions

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Deed of consent & confirmation

Created on 13 Nov 1986

Delivered on 20 Nov 1986

Status fully-satisfied

Persons Entitled

Barclays Bank PLC and Bmi No. 3. Limited

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of or pursuant to the facility letter dated and/or any counter indemnity entered into pursuant to the facility letter and the bank mortg ages as defined in the deed.

Short Particulars

(A) boeing 737-2T5 (as defined in schedule to form 395) & all accessories, furnishings, appliances, components, modules, instruments etc. (b) the engines (as defined as schedule to form 395) (c) the insurances (as defined in schedulefor form 395) (for full details see doc form 395.)9.

Transactions

Deed of assignment

Created on 04 Oct 1985

Delivered on 24 Oct 1985

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee pursuant to a facility letter dated 17.11.83, any counter indeminity and/or a deed of mortgage dated 29.11.84

Short Particulars

All the mortgages right, title, benefit & interest to, in & under a lease dated 4.10.85 of the boeing 73M-2TS aircraft manufacturers serial no. 22396 andunited kingdom nationality & reg mark b-bhvh & each of the pratt & whitney jt 80-15 engines, manufacturers serial nos. DT08363B & P708335B.

Transactions

Deed of mortgage

Created on 11 Mar 1985

Delivered on 12 Mar 1985

Status fully-satisfied

Persons Entitled

Barclays Bank PLC and Bmi (No. 3) Limited.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of a facility letter dated 17.11.83 any counter indemnity, the original deed of mortgage, the second deed of mortgage the third deed of mortgage and the charge.

Short Particulars

All rights, title & interest in:- boeing 737-2T5 serial no: 22397, reg. Mark g-bhvi and each of the engines, serial nos: P702832B and &.708335B. (for full details see doc M89).

Transactions

Deed of mortgage.

Created on 25 Feb 1985

Delivered on 25 Feb 1985

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee pursuant to a facility letter dated 17.11.1983, any indemnity, the original deed of mortgage, the second deed of mortgage and the charge.

Short Particulars

Fixed charge over the aircraft, being the boeing 737-275 manufacturers serial no. 22632 and the U.k nationality and registration mark g-bjbj and each of the pratt & whitney jt 8D-15 engines, manufactures serial nos. P.708362 & P.702838 together with the benefit of the insurances and any moneys payable thereunder.

Transactions

A deed of mortgage

Created on 29 Nov 1984

Delivered on 30 Nov 1984

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

Pursuant to a facility letter dated 17.11.83 the counter indemnities the mortgage and any other deed of mortgage between the mortgagor and the bank.

Short Particulars

The boeing 737-2T5 aircraft manufacturers serial no 22396 and U.K. nationality and registration mark G.bhvh and each of the pratt & whitney jt 8D-1J engines, manufacturers serial no's P. 702837 and P. 702952. (for full details see doc m).

Transactions

A deed of release and confirmationa

Created on 29 Nov 1984

Delivered on 30 Nov 1984

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee pursuant to a facility letter dated 17-11-83 the counter indemnities and the charge, the original deed of mortgage and any further deed of mortgage between the mortgagor and the bank.

Short Particulars

Two boeing 737-2T5 aicraft manufacturers serial nos 22024, 22395 and U.K. nationality and registration marks g-bgtv and g-bhvg and each of the pratt & whitney jt & d-15A engines, manufacturers serial nos:- P70 8301B, P702831B, P702954B, P702836B (for full details see doc m).

Transactions

Mortgage

Created on 09 Jan 1984

Delivered on 27 Jan 1984

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the facility letter dated 17/11/83, the counter indemnities and the charge

Short Particulars

Various aircraft & engines and insurances as per schedule attached to doc M82. (Full details see doc M82).

Transactions

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Mortgage

Created on 13 Feb 1981

Delivered on 25 Feb 1981

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 terms of a facility agreement dated 7 february 1981 as amended and supplemented by a supplemental facility agreement dated 13/2/81

Short Particulars

Boeing 737 -2T5 commercial aircraft serial no. 22395 registration mark-g-bhvg together with engines, equipment & insurances.

Transactions

Mortgage

Created on 14 Mar 1980

Delivered on 17 Mar 1980

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 terms of a facility agreement dated 7/2/80

Short Particulars

The boeing 737-2T5 commercial aircraft serial number 22024 and bearing registration mark g-bgtv with engines and equipment and insurances as more particularly specified in the mortgae.

Transactions

Deed

Created on 10 Mar 1980

Delivered on 28 Mar 1980

Status fully-satisfied

Persons Entitled

International Lease Finance Corporation

Amount Secured

For securing all monies due or to become due from the company to the chargee under the terms of a lease agreement dated 15 january 1979

Short Particulars

The refundable security deposit 0F us $500,000 and particularly describedin article 3.3 of the lease.

Transactions

Mortgage

Created on 11 Feb 1980

Delivered on 15 Feb 1980

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

For securing all monies due or to become due from the company to the chagee under the terms of a facility agreement dated 7 february 1980

Short Particulars

Boeing 737-2T5 commercial aircraft serial number 2202 registration mark g-bgtw together with engines, equipment & insurances.

Transactions