CAPARO AUTOMOTIVE LIMITED

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee as agent and trustee for the secured parties and to the secured parties (as defined) or any of them under the finance documents (as defined) and all sums and liabilities under or in connection with the hedging arrangements

All monies due or to become due from the company to the chargee for itself and as agent and trustee for itself and for the banks under the terms of a facility agreement dated 22.9.89 (as amended) or the charge or any other security document (as defined) and all moneys due or to become due from the company to the chargee under the terms of any hedging arrangement in connection with the facility agreement and any extensions or modification thereof

All monies due or to become due from the company to the chargee (the "bank") pursuant to an indemnity of even date given by the company to the bank in connection with an instrument dated 1/12/89 constituting guaranteed variable rate loan notes 1992, as may be varied and amended from time to time .

All monies due or to become due from the company to the chargee acting for itself and as agent and trustee for the banks or to the banks or any of them under or in connection with the senior credit facility agreement dated 8/11/89 any agreement pursuant to a satisfication letter (as defined) or this debenture or any other security document and all monies due or to become due from the company to the chargee under or in connection with any hedging arrangement made in connection with the senior credit facility agreement

All monies due or to become due from the company to the chargee acting for itself and as agent and trustee for the banks or to the banks or any of them under the senior credit facility agreement d/d 8/11/89, any agreement pursuant to a substitution letter (as defined) or this debenture or any other security document and all monies due or to become due from the company to the chargee under or in connection with any ledging arrangement made in connection with the senior credit facility agreement.

All monies due or to become due from the company to the chargee acting for itself and as agent and trustee for the banks or to the banks or any of them under the terms of a facility agreement dated 14/9/89 or this debenture or any other security document.

All monies due or to become due from the company to the chargee for itself and in its capacity as agent and trustee for itself, any successor agent and the banks in connection with the facility agreement (as amended or supplemented from time to time) this deed or any other security document (as defined) as evidenced by a statutory declaration dated 4/12/89

All monies due or to become due from the company to the chargee for itself and as agent & trustee for the banks (as defined in a facility agreement dated 8/11/89) or any of them under or in connection with the facility agreement, this debenture and the security documents