BANKERS TRUST INTERNATIONAL LIMITED

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

Us $ 29,389,311.20 due or to become due from the company to the chargee

All present and future obligations of the pledgor to the guarantor (a syndicate of banks whose lead bank is citibank N.A.and whose members as at the date of this certificate include banque bruxelles lambert S.A.banque generale du luxembourg S.A.banque internationale a luxembourg S.A.credit commercial de france kredietbank N.V.kredietbank S.A.luxemburgoise union bank of switzerland and whose composition may periodically change) arising from its guarantee of the pledgor's borrowings of securities arranged under the cedel securities lending and borrowing rules and regulations of march 1997 as amended from time to time (the rules)

All monies due or to become due from the company to the chargee under the agreement dated 27 august 1986 (as therein defined)

The claims of senior creditors (as defined) to the extent that,in the case of each senior creditor,such senior creditor's claim is not satisfied out of other resources of the borrower

All monies due or to become due from the company to the chargee under an interest rate and currency exchange agreement dated 28TH march 1990

All monies due or to become due from the company to the chargee

The repayment of the wmc (usa) deposit (as therein defined) 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 agreement

All present and future obligations of the company (collateral provider) to the chargee (collateral holder) under an isda master agreement (as amended) dated 17 june 1986

Payment in full when due, whether by demand, by required prepayment, declaration, acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under section 362(a) of the bankruptcy code, U.S.C. section 362(a), whether or not a claim is allowed therefore), of all obligations of the company to pay the redemption price, all obligations of the company under clause 8.4 of the option agreement and all extensions or renewals thereof (including, without limitation and to the extent applicable, interest that, but for the filing of a petition in bankruptcy with respect to the company, would accrue on such obligations), whether or not owed alone or jointly with any other person or entity ("person") on any account, whether current or otherwise and whether actual or contingent, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the chargee as a preference, fraudulent transfer or otherwise (all such obligations and liabilities being the "underlying debt"), and all obligations of every nature of the company now or hereafter existing under the pledge agreement (all such obligations of the company, together with the underlying debt, being the "secured obligations")

All monies due or to become due from the company to the chargee under the agreement

All monies due or to become due from the company to the chargee under the terms of the master agreement dated 27TH august 1986

The obligations of the company to the chargees under (a) the thai cars master agreement; and (b) the isda master agreement dated 14TH august 1996

All obligations and liabilities due or to become due from the company to the chargee pursuant to the terms of the option agreement together with all extensions and renewals (as defined)

All monies due or to become due from the company to the chargee under the terms of an assured payments facility agreement dated 9TH january 1996 and under this charge

The claims of senior creditors (as defined) to the extent that,in the case of each senior creditor,such senior creditor's claim is not satisfied out of other resources of the the company (the "borrower")

All obligations and liabilities due or to become due from company to the chargee pursuant to the terms of the option agreement together with all extensions or renewals (as defined)

All monies due or to become due from the company to the chargee under the terms of the charge

All obligations due or to become due from the company to the chargee under or pursuant to the participation agreement dated 28TH november 1995

All monies due or to become due from the company to the chargee on any account whatsoever but for the operation of section 362(a) of the bankruptcy code,11 united states code section 362(a)

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

All monies due or to become due from the company to the chargee under the terms of the deed

All monies due or to become due from the company to the chargee under the deed