GE ESE UK LIMITED: Charges

All monies due or to become due from the company to the chargee under, or pursuant to the credit agreement, the indenture, the notes, the company's bank guarantee, the company's noteholder guarantee, the new asset financing guarantees and the other secured documents

All monies due or to become due from the company to the chargee pursuant to the lease agreement dated 29TH december 1989 (as defined),as amended by supplemental agreements dated 31ST december 1991 and 14TH august 1995

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the indemnity (as defined)

All monies due or to become due from the company to law debenture trust corporation P.L.C as security trustee for the secured parties (as defined therein) or the banks (as defined in the credit agreement dated 13 february 1994 on any account whatsoever under the terms of the said credit agreement and a guarantee dated 15 march 1994 and the other documents relating thereto (each as defined in the credit agreement)

All monies and liabilities which now are or shall at any time be due,owing or incurred to barclays bank PLC by the company under or pursuant to the facility letter dated 9 april 1992 as varied,supplemented,amended and substituted from time to time and/or by the parent pursuant to the override agreement dated 22 july 1993 in respect of the facility letter.

All monies due or to become due from the company to corestates bank N.A. under the terms of any finance documents and/or in connection with any loan facility or other financial accommodation and under the terms of this charge

All monies due or to become due from the company to the chargee under the terms of the hire purchase agreement reference 04 041195 000

All monies due from the company and/or tiphook container rental company limited to the chargee under the terms of any finance document as defined

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the facility letter dated 27/02/92

All monies due or to become due from the company to the chargee on any account whatsoever

£1,076,928.79 and all other monies due from the company to the chargee

£2,922,956.22 and all other monies due or to become due from the company to the chargee

All monies due or to become due from the company to the chargee under the terms of the facility letter dated 1.10.91

All monies due or to become due from the company to the chargee pursuant to a loan agreement dated 30/4/91

All monies due or to become due from the company to the chargee under the terms of a trust indenture of even date and the charge

All monies due or to become due from the company to the chargee under the terms of a trust indenture of even date and the charge

All monies due or to become due from the company to the chargee under the terms of a trust indenture of even date and the charge

All monies due or to become due from the company to the chargee under the terms of a loan agreement of even date and this charge.

$10,000,000 due from the company to the chargee under the terms of a loan agreement dated 8/4/91.

All moneys due or to become due from the company and/or euroleasing oy to the chargee under the terms of the facility agreement

All monies due or to become due from the company to the chargee under the terms of the hire purchase agreement reference no. 331-03-1136-11 of even date

The aggregate amount of the loan and of all other sums of money due from the company to the chargee under the terms of the security documents or any of them.

All monies due from the company to the chargee under the terms of the hire purchase agreement reference no 331-03-1073-h of even date.

All monies due or to become due from the company to the chargee under the terms of a facility letter dated 27.4.90 and/or this charge

All monies due or to become due from the company to the chargee under the terms of a loan agreement dated 19TH october 1989 as amended by a novation and sale agreement dated 30TH march 1990 and this charge