Virgin Atlantic Airways Limited

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

ALL MONIIES DUE OR TO BECOME DUE FROM TH E COMPANY OR VIRGLEASE LIMITED TO THE CH ARGEE ON ANY ACCOUNT WHATSOEVER UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

(A) THE ACTUAL, CONTINGENT, PRESENT AND/ OR FUTURE OBLIGATIONS AND LIABILITIES OF EACH COMPANY, VIRGIN TRAVEL AND THE VIR GIN COMPANIES TO THE CHARGEE UNDER OR PU RSUANT TO THE GUARANTEE IN RESPECT OF TH E CHARGEE LIABILITIES ARISING UNDER OR P URSUANT TO THE FACILITY AGREEMENTS; AND (B) ALL COSTS, CHARGES AND EXPENSES HOWS OEVER INCURRED BY THE CHARGEE IN RELATIO N TO THE DEED AND SUCH INDEBTEDNESS AND/ OR LIABILITIES ON A FULL INDEMNITY BASIS

All monies

All monies

All monies

All monies

All monies

All monies

All monies

ANY AND ALL OF THE OBLIGATIONS OF THE CO MPANY (WHETHER OR NOT FOR THE PAYMENT OF MONEY AND INCLUDING ANY OBLIGATIONS TO PAY DAMAGES FOR BREACH OF CONTRACT) WHIC H WERE ON 12 JUNE 1998 OR AT ANY TIME OW ED TO EITHER THE CHARGEE (AGENT) OR ANY BANK UNDER OR BY VIRTUE OF THE MORTGAGE, THE FACILITY AGREEMENT AND ALL OTHER RE LEVANT DOCUMENTS (BOTH AS THEREIN DEFINE D)

THE PRINCIPAL SUM OF UP TO US$21,900,000 AND ALL OTHER MONIES DUE OR TO BECOME D UE FROM THE COMPANY OR ANY GUARANTOR TO THE CHARGEE UNDER OR PURSUANT TO A SECUR ED SUBORDINATE AIRCRAFT LOAN FACILITY AG REEMENT (THE FACILITY AGREEMENT) DATED 7 TH MARCH 1997 AND ALL PAYMENT AND OTHER OBLIGATIONS TO BE PERFORMED BY THE COMPA NY UNDER OR PURSUANT TO EACH OF THE FACI LITY AGREEMENT, THE MORTGAGE AND/OR THE ASSIGNMENT

THE PRINCIPAL SUM OF UP TO US$21,900,000 AND ALL OTHER MONIES DUE OR TO BECOME D UE FROM THE COMPANY OR ANY GUARANTOR TO THE CHARGEE UNDER OR PURSUANT TO A SECUR ED SUBORDINATE AIRCRAFT LOAN FACILITY AG REEMENT (THE FACILITY AGREEMENT) DATED 7 TH MARCH 1997 AND ALL PAYMENT AND OTHER OBLIGATIONS TO BE PERFORMED BY THE COMPA NY UNDER OR PURSUANT TO EACH OF THE FACI LITY AGREEMENT, THE MORTGAGE AND/OR THE ASSIGNMENT

All monies

All monies

All monies

THE AMOUNT OF PRINCIPAL AND ACCRUED INTE REST OUTSTANDING FROM TIME TO TIME AND A LL OTHER MONIES WHATSOEVER DUE AND TO BE COME DUE FROM THE COMPANY TO THE CHARGEE PURSUANT TO TWO LOAN AGREEMENTS DATED A S OF 19TH DECEMBER 1996 BETWEEN THE CHAR GEE AND THE COMPANY WHEREBY THE CHARGEE AGREED TO FINANCE $12,500,000 OF THE PUR CHASE PRICE OF EACH OF THE AIRCRAFT (AS DEFINED)

All monies

All monies

All monies

THE AGGREGATE PRINCIPAL SUM OF UP TO USD 24,000,000 AND ALL OTHER MONIES DUE FRO M THE COMPANY TO THE CHARGEE PURSUANT TO A REVOLVING STANDBY CREDIT FACILITY AGR EEMENT DATED 31/7/91 TOGETHER WITH THE S ECURITY DOCUMENTS (AS DEFINED)

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

YEN 6,000,800,000 AND ALL OTHER MONIES D UE OR TO BECOME DUE FROM VOYAGE TRAVEL ( HOLDINGS) LIMITED TO THE CHARGEE UNDER O N PURSUANT TO A LOAN AGREEMENT DATED 14/ 7/89 AS DEFINED IN THIS DEED.

YEN 6,000,800,000 AND ALL OTHER MONIES D UE OR TO BECOME DUE FROM VOYAGER TRAVEL (HOLDINGS) LIMITED TO THE CHARGEE UNDER THE TERMS OF A LOAN AGREEMENT DATED 4/7/ 89 AND THIS DEED

£3,750,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF A LOAN AGREEM ENT DATED 10/5/89 AND THE SECURITY DOCUM ENTS (AS DEFINED IN THE LOAN AGREEMENT)

£3,750,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARBEE UNDER THE TERMS OF A LOAN AGREEM ENT DATED 10/5/89 AND THE SECURITY DOCUM ENTS (AS DEFINED IN THE LOAN AGREEMENT)

$3,750,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF THE LOAN AGRE EMENT DATED 10-5-89 THE SECURITY DOCUMEN TS AS DEFINED AND THIS CHARGE

$3,750,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF THE LOAN AGRE EMENT DATED 10-5-89 THE SECURITY DOCUMEN TS AS DEFINED AND THIS CHARGE

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies

All monies