A C L AIRCRAFT TRADING LIMITED: Carichi

1 shorts SD360-200 aircraft s/no SH3661 reg no g-exps, the engines and technical records.

SD3-60 variant 100: registration mark g-xpss: serial number sh.3713, It is hereby agreed: page 22, (schedule 1) of the mortgage agreement delete after engine serial number pce 97384 and insert PCE97103 page 12, (schedule 1) of the loan agreement delete after serial number pce 97384AND inset pce 97103.. see the mortgage charge document for full details.

SD3-60 variant 100: registration mark g-oblk: serial number sh.3712, It is hereby agreed: page 22, (schedule 1) of the mortgage agreement delete after serial number pce 97103, and page 12, (schedule 1) of the loan agreement delete after serial number pce 97103.. see the mortgage charge document for full details.

SD3-60 variant 100: registration mark g-xpss: serial number sh.3713 Including the engines and all equipment all replacement renewals and additions made thereto, the insurances, requisition compensation.

SD3-60 variant 100: registration mark g-boeg: serial number sh.3733 Including the engines and all equipment all replacement renewals and additions made thereto, the insurances, requisition compensation.

SD3-60 variant 100: registration mark g-oblk: serial number sh.3712 Including the engines and all equipment all replacement renewals and additions made thereto, the insurances, requisition compensation.

SD3-60 variant 100: registration mark g-clas: serial number sh.3635 Including the engines and all equipment all replacement renewals and additions made thereto, the insurances, requisition compensation.

SD3-60 variant 100: registration mark g-bnmu: serial number sh.3724 Including the engines and all equipment all replacement renewals and additions made thereto, the insurances, requisition compensation.

The aircraft, the insurances and the requisition compensation. See the mortgage charge document for full details.

The relevant assigned property being all rights under the lease agreement. See the mortgage charge document for full details.

One fokker F27 aircraft s/no 10627 UK reg mark g-jead including the engines and the technical records subject to the terms of the master aircraft mortgage.

Fokker F27 mark 500 : registration mark g-jead : serial number 10627 whereas by an aircraft mortgage dated 31ST march 2000 and a loan agreement dated 31ST march 2000 it is hereby agreed page 23 (schedule 1) of the mortgage agreement and delete after engine serial number 14596 and insert 19055 page 12 (schedule 1) of the loan agreement delete after engine serial number 14596 and insert 19055. see the mortgage charge document for full details.

The property being fokker F27 mark 500: registration mark g-bvob : serial number 10366 whereas by an aircraft mortgage dated 19TH november 1997 and a loan agreement dated 25TH may 2000 it is hereby agreed page 19 (schedule 1) of the mortgage agreement delete after engine serial number 19055 and insert 14596 page 12 (schedule 1) of the loan agreement delete after engine serial number 19055 and insert 14596. see the mortgage charge document for full details.

The aircraft including the engines and technical records.

By way of first priority legal mortgage the aircraft including the engines. See the mortgage charge document for full details.

Fokker F27 mark 500: registration mark g-bvob: serial number 10366. (1) whereas by an aircraft mortgage dated 19 november 1997 and a loan agreement dated 25 may 2000, the company agreed to provide a loan to the owner secured by a mortgage over the aircraft g-bvob, (2) the company and the owner now wish to amend certain of the provisions in the mortgage and loan agreement. (3) this agreement is supplemental to the mortgage and loan agreement. It is hereby agreed page 19, (schedule 1) of the mortgage agreement: delete engine serial number 13207, page 12, (schedule 1) of the loan agreement: delete engine serial number 13207.

The deposit and all right title benefit and interest of the company whatsoever present and future therein together with any certificates of deposit deposit receipts or other instruments or securities relating thereto.

All the company's right title benefit and interest in and to any sums payable to on on account of the company pursuant to the lease agreement dated 30TH april 2001 and all other rights and benefits whatever in respect of the aircraft accruing to the company.

The aircraft, the insurances and the requisition compensation and the whole benefit of its right title and interest in any warranties in respect of the aircraft (as defined). See the mortgage charge document for full details.

The aircraft, the insurances and the requisition compensation and the whole benefit of its right title and interest in any warranties in respect of the aircraft (as defined). See the mortgage charge document for full details.

The aircraft shorts sd 360-300 aircraft M.S.n sh-3758 UK registration mark g-kbac with two pratt & whitney PT6A-67R engines with M.S.ns pce 106112 and pce 106107 shorts SD360-100 aircraft M.S.n sh-3608 UK registration mark g-bkmx with two pratt & whitney PT6A-65R engines with M.S.ns pce 97103 and pce 97148 and fokker F27-500 aircraft M.S.n 10637 UK registration mark g-jeaf with two rolls royce dart 532-7 engines with msn 18060 and 147 65. see the mortgage charge document for full details.

Bac with full title guarantee assigned and agreed to assign absolutely the relevant assigned property as defined. See the mortgage charge document for full details.

First fixed aircraft mortgage over aircraft type shorts 360-200 registration mark - g-oblk serial number SH3712 together with an assignment of the rights title and interest in the insurances including all claims and the return of any premiums.

Fokker F27 mark 500:reg g-bvob: ser/no 10366. see the mortgage charge document for full details.