AUTOCAM CORP/MI
PLEDGE AND SECURITY AGREEMENT, DATED AS OF JUNE 21, 2004
<DOCUMENT>
<TYPE>EX-10.2.2
<SEQUENCE>2
<FILENAME>k02751exv10w2w2.txt
<DESCRIPTION>PLEDGE AND SECURITY AGREEMENT, DATED AS OF JUNE 21, 2004
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.2.2

                          PLEDGE AND SECURITY AGREEMENT

                            DATED AS OF JUNE 21, 2004

                                     BETWEEN

                        EACH OF THE GRANTORS PARTY HERETO

                                       AND

                          CITICORP NORTH AMERICA, INC.,

                             AS THE COLLATERAL AGENT

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 1. DEFINITIONS; GRANT OF SECURITY................................     1
   1.1   General Definitions.............................................     1
   1.2   Definitions; Interpretation.....................................     7

SECTION 2. GRANT OF SECURITY.............................................     8
   2.1   Grant of Security...............................................     8
   2.2   Certain Limited Exclusions......................................     9

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE..............     9
   3.1   Security for Obligations........................................     9
   3.2   Grantors Remain Liable..........................................     9

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS..................    10
   4.1   Generally.......................................................    10
   4.2   Equipment and Inventory.........................................    13
   4.3   Receivables.....................................................    14
   4.4   Investment Related Property.....................................    16
   4.5   Material Contracts..............................................    21
   4.6   Letter of Credit Rights.........................................    22
   4.7   Intellectual Property...........................................    22
   4.8   Commercial Tort Claims..........................................    25

SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES;
           ADDITIONAL GRANTORS...........................................    25
   5.1   Access; Right of Inspection.....................................    25
   5.2   Further Assurances..............................................    25
   5.3   Additional Grantors.............................................    26

SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT...................    26
   6.1   Power of Attorney...............................................    26
   6.2   No Duty on the Part of Collateral Agent or Secured Parties......    27

SECTION 7. REMEDIES......................................................    28
   7.1   Generally.......................................................    28
   7.2   Application of Proceeds.........................................    29
   7.3   Sales on Credit.................................................    30
   7.4   Deposit Accounts................................................    30
   7.5   Investment Related Property.....................................    30
   7.6   Intellectual Property...........................................    30
   7.7   Cash Proceeds...................................................    32

SECTION 8. COLLATERAL AGENT..............................................    32

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS...............    33

SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM...............    34

SECTION 11. MISCELLANEOUS................................................    34
</TABLE>

SCHEDULE 4.1 -- GENERAL INFORMATION


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SCHEDULE 4.2  -- LOCATION OF EQUIPMENT AND INVENTORY

SCHEDULE 4.4 -- INVESTMENT RELATED PROPERTY

SCHEDULE 4.5 -- MATERIAL CONTRACTS

SCHEDULE 4.6 -- DESCRIPTION OF LETTERS OF CREDIT

SCHEDULE 4.7 -- INTELLECTUAL PROPERTY - EXCEPTIONS

SCHEDULE 4.8 -- COMMERCIAL TORT CLAIMS

EXHIBIT A -- PLEDGE SUPPLEMENT

EXHIBIT B -- UNCERTIFICATED SECURITIES CONTROL AGREEMENT

EXHIBIT C -- SECURITIES ACCOUNT CONTROL AGREEMENT

EXHIBIT D -- DEPOSIT ACCOUNT CONTROL AGREEMENT

EXHIBIT E -- GRANT OF TRADEMARK SECURITY INTEREST

EXHIBIT F -- GRANT OF COPYRIGHT SECURITY INTEREST

EXHIBIT G -- GRANT OF PATENT SECURITY INTEREST


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     This PLEDGE AND SECURITY AGREEMENT, dated as of June 21, 2004 (this
"AGREEMENT"), between EACH OF THE UNDERSIGNED, whether as an original signatory
hereto or as an Additional Grantor (as herein defined) (each, a "GRANTOR"), and
CITICORP NORTH AMERICA, INC., as collateral agent for the Secured Parties (as
herein defined) (in such capacity as collateral agent, the "COLLATERAL AGENT").

                                   RECITALS:

     1. WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
by and among AUTOCAM CORPORATION ("COMPANY"), AUTOCAM FRANCE, SARL, TITAN
HOLDINGS, INC., certain Subsidiaries of Company, as Guarantors, the Lenders
party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP") and
CITIGROUP GLOBAL MARKETS, INC., as Joint Lead Arrangers and Joint Book Runners,
GSCP, as Syndication Agent, CITICORP NORTH AMERICA, INC., as General
Administrative Agent and as Collateral Agent, CITIBANK INTERNATIONAL PLC, as
European Administrative Agent and European Fronting Lender, and BANK ONE, NA,
ING CAPITAL, LLC AND NATIONAL CITY BANK, as Documentation Agents;

     2. WHEREAS, subject to the terms and conditions of the Credit Agreement,
certain Grantors may enter into one or more Hedge Agreements with one or more
Lender Counterparties;

     3. WHEREAS, in consideration of the extensions of credit and other
accommodations of Lenders and Lender Counterparties as set forth in the Credit
Agreement and the Hedge Agreements, respectively, each Grantor has agreed to
secure such Grantor's obligations under the Credit Documents and the Hedge
Agreements as set forth herein; and

     4. NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, each Grantor and the Collateral Agent
agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

     1.1 GENERAL DEFINITIONS. In this Agreement, the following terms shall have
the following meanings:

          "ACCOUNT DEBTOR" shall mean each Person who is obligated on a
Receivable or any Supporting Obligation related thereto.

          "ACCOUNTS" shall mean all "accounts" as defined in Article 9 of the
UCC.

          "ADDITIONAL GRANTORS" shall have the meaning assigned in Section 5.3.

          "AGREEMENT" shall have the meaning set forth in the preamble.

          "ASSIGNED AGREEMENTS" shall mean all agreements and contracts to which
such Grantor is a party as of the date hereof, or to which such Grantor becomes
a party after the date hereof, including, without limitation, each Material
Contract, as each such agreement may be amended, supplemented or otherwise
modified from time to time.

          "CASH PROCEEDS" shall have the meaning assigned in Section 7.7.

          "CHATTEL PAPER" shall mean all "chattel paper" as defined in Article 9
of the UCC, including, without limitation, "electronic chattel paper" or
"tangible chattel paper", as each term is defined in Article 9 of the UCC.

          "COLLATERAL" shall have the meaning assigned in Section 2.1.

          "COLLATERAL AGENT" shall have the meaning set forth in the preamble.


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          "COLLATERAL RECORDS" shall mean books, records, ledger cards, files,
correspondence, customer lists, blueprints, technical specifications, manuals,
computer software, computer printouts, tapes, disks and related data processing
software and similar items that at any time evidence or contain information
relating to any of the Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon.

          "COLLATERAL SUPPORT" shall mean all property (real or personal)
assigned, hypothecated or otherwise securing any Collateral and shall include
any security agreement or other agreement granting a lien or security interest
in such real or personal property.

          "COMMERCIAL TORT CLAIMS" shall mean all "commercial tort claims" as
defined in Article 9 of the UCC, including, without limitation, all commercial
tort claims listed on Schedule 4.8 (as such schedule may be amended or
supplemented from time to time).

          "COMMODITIES ACCOUNTS" (i) shall mean all "commodity accounts" as
defined in Article 9 of the UCC that are (a) maintained at Comerica or (b) have
a principle balance with a value in excess of $200,000 for such account and
$1,000,000 in the aggregate for all such accounts and (ii) shall include,
without limitation, all of the accounts listed on Schedule 4.4 under the heading
"COMMODITIES ACCOUNTS" (as such schedule may be amended or supplemented from
time to time).

          "COMPANY" shall have the meaning set forth in the recitals.

          "CONTROLLED FOREIGN CORPORATION" shall mean "controlled foreign
corporation" as defined in the Tax Code. For avoidance of doubt, Autocam Europe
B.V. and Autocam France, SARL are not Controlled Foreign Corporations.

          "COPYRIGHT LICENSES" shall mean any and all agreements providing for
the granting of any right in or to Copyrights (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement referred
to in Schedule 4.7(B) (as such schedule may be amended or supplemented from time
to time).

     5. "COPYRIGHTS" shall mean all United States, and foreign copyrights
(including Community designs), including but not limited to copyrights in
software and databases, and all mask works (as defined under 17 U.S.C. 901 of
the U.S. Copyright Act), whether registered or unregistered, and, with respect
to any and all of the foregoing: (i) all registrations and applications therefor
including, without limitation, the registrations and applications applied for
thereon in the United States and any state thereof and in foreign countries
referred to in Schedule 4.7(A) (as such schedule may be amended or supplemented
from time to time), (ii) all extensions and renewals thereof, (iii) all rights
corresponding thereto throughout the world, (iv) all rights to sue for past,
present and future infringements thereof, and (v) all Proceeds of the foregoing,
including, without limitation, licenses, royalties, income, payments, claims,
damages and proceeds of suit.

          "CREDIT AGREEMENT" shall have the meaning set forth in the recitals.

          "DEPOSIT ACCOUNT CONTROL AGREEMENT" means an agreement in the form of
Exhibit E.

          "DEPOSIT ACCOUNTS" (i) shall mean all "deposit accounts" as defined in
Article 9 of the UCC that are (a) maintained at Comerica or (b) have a principle
balance with a value in excess of $200,000 for such account and $1,000,000 in
the aggregate for all such accounts and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4 under the heading "Deposit Accounts"
(as such schedule may be amended or supplemented from time to time).

          "DOCUMENTS" shall mean all "documents" as defined in Article 9 of the
UCC.

          "EQUIPMENT" shall mean: (i) all "equipment" as defined in Article 9 of
the UCC, (ii) all machinery, manufacturing equipment, data processing equipment,
computers, office equipment, furnishings, furniture, appliances, fixtures and
tools (in each case, regardless of whether characterized as equipment under the
UCC) and (iii) all accessions or additions thereto, all parts thereof, whether
or not at any time of determination incorporated or installed therein or
attached thereto, and all replacements therefor, wherever located, now or
hereafter existing, including any fixtures.


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          "GENERAL INTANGIBLES" (i) shall mean all "general intangibles" as
defined in Article 9 of the UCC, including "payment intangibles" also as defined
in Article 9 of the UCC and (ii) shall include, without limitation, all interest
rate or currency protection or hedging arrangements, all tax refunds, all
licenses, permits, concessions and authorizations, all Assigned Agreements and
all Intellectual Property (in each case, regardless of whether characterized as
general intangibles under the UCC).

          "GOODS" (i) shall mean all "goods" as defined in Article 9 of the UCC
and (ii) shall include, without limitation, all Inventory and Equipment (in each
case, regardless of whether characterized as goods under the UCC).

          "GRANT" means a Grant of Trademark Security Interest, substantially in
the form of Exhibit E annexed hereto, and a Grant of Patent Security Interest,
substantially in the form of Exhibit F annexed hereto, and/or a Grant of
Copyright Security Interest, substantially in the form of Exhibit G annexed
hereto.

          "GRANTORS" shall have the meaning set forth in the preamble.

          "INSTRUMENTS" shall mean all "instruments" as defined in Article 9 of
the UCC.

          "INSURANCE" shall mean (i) all insurance policies covering any or all
of the Collateral (regardless of whether the Collateral Agent is the loss payee
thereof) and (ii) any key man life insurance policies.

          "INTELLECTUAL PROPERTY" shall mean, collectively, the Copyrights, the
Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the
Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

          "INTERCOMPANY INDEBTEDNESS" shall mean all Indebtedness of any Grantor
to another Grantor.

          "INVENTORY" shall mean (i) all "inventory" as defined in Article 9 of
the UCC and (ii) all goods held for sale or lease or to be furnished under
contracts of service or so leased or furnished, all raw materials, work in
process, finished goods, and materials used or consumed in the manufacture,
packing, shipping, advertising, selling, leasing, furnishing or production of
such inventory or otherwise used or consumed in any Grantor's business; all
goods in which any Grantor has an interest in mass or a joint or other interest
or right of any kind; and all goods which are returned to or repossessed by any
Grantor, all computer programs embedded in any goods and all accessions thereto
and products thereof (in each case, regardless of whether characterized as
inventory under the UCC).

          "INVESTMENT ACCOUNTS" shall mean the Securities Accounts, Commodities
Accounts and Deposit Accounts.

          "INVESTMENT RELATED PROPERTY" shall mean: (i) all "investment
property" (as such term is defined in Article 9 of the UCC) and (ii) all of the
following (regardless of whether classified as investment property under the
UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and
certificates of deposit.

          "LENDER" shall have the meaning set forth in the recitals.

          "LETTER OF CREDIT RIGHT" shall mean "letter-of-credit right" as
defined in Article 9 of the UCC.

          "MATERIAL IMPAIRMENT" means a material adverse effect on the value of
any material Collateral or the rights of the Collateral Agent (acting for the
benefit of the Secured Parties) in respect thereof, including the rights to levy
legal process or to sell such Collateral upon foreclosure.

          "MONEY" shall mean "money" as defined in the UCC.

          "PATENT LICENSES" shall mean all agreements providing for the granting
of any right in or to Patents (whether such Grantor is licensee or licensor
thereunder) including, without limitation, each agreement referred to in
Schedule 4.7(D) (as such schedule may be amended or supplemented from time to
time).


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          "PATENTS" shall mean all United States and foreign patents and
certificates of invention, or similar industrial property rights, and
applications for any of the foregoing, including, but not limited to: (i) each
patent and patent application referred to in Schedule 4.7(C) hereto (as such
schedule may be amended or supplemented from time to time), (ii) all reissues,
divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations thereof, (iii) all rights corresponding thereto throughout the
world, (iv) all inventions and improvements described therein, (v) all rights
(but not obligations) to sue for past, present and future infringements thereof,
(vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and
(vii) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.

          "PLEDGE SUPPLEMENT" shall mean any supplement to this agreement in
substantially the form of Exhibit A.

          "PLEDGED DEBT" shall mean all Indebtedness owed to such Grantor,
including, without limitation, all Intercompany Indebtedness and Indebtedness
described on Schedule 4.4(A) under the heading "Pledged Debt" (as such schedule
may be amended or supplemented from time to time), issued by the obligors named
therein, the instruments evidencing such Indebtedness, and all interest, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Indebtedness.

          "PLEDGED EQUITY INTERESTS" shall mean all Pledged Stock, Pledged LLC
Interests, Pledged Partnership Interests and Pledged Trust Interests.

          "PLEDGED LLC INTERESTS" shall mean all interests acquired in any
limited liability company including, without limitation, all limited liability
company interests listed on Schedule 4.4(A) under the heading "Pledged LLC
Interests" (as such schedule may be amended or supplemented from time to time)
and the certificates, if any, representing such limited liability company
interests and any interest of such Grantor on the books and records of such
limited liability company or on the books and records of any securities
intermediary pertaining to such interest and all dividends or other
distributions from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such limited liability company
interests.

          "PLEDGED PARTNERSHIP INTERESTS" shall mean all interests acquired in
any general partnership, limited partnership, limited liability partnership or
other partnership including, without limitation, all partnership interests
listed on Schedule 4.4(A) under the heading "Pledged Partnership Interests" (as
such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such partnership interests and any interest
of such Grantor on the books and records of such partnership or on the books and
records of any securities intermediary pertaining to such interest and all
dividends or other distributions from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
partnership interests.

          "PLEDGED STOCK" shall mean all shares of capital stock owned by such
Grantor, including, without limitation, all shares of capital stock described on
Schedule 4.4(A) under the heading "Pledged Stock" (as such schedule may be
amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the
books of the issuer of such shares or on the books of any securities
intermediary pertaining to such shares, and all dividends or other distributions
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such shares.

          "PLEDGED TRUST INTERESTS" shall mean all interests acquired in a
Delaware business trust or other statutory trust including, without limitation,
all trust interests listed on Schedule 4.4(A) under the heading "Pledged Trust
Interests" (as such schedule may be amended or supplemented from time to time)
and the certificates, if any, representing such trust interests and any interest
of such Grantor on the books and records of such trust or on the books and
records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
trust interests.

          "PLEDGE SUPPLEMENT" shall mean any supplement to this Agreement in
substantially the form of Exhibit A.

          "PROCEEDS" shall mean: (i) all "proceeds" as defined in Article 9 of
the UCC, (ii) payments or distributions made with respect to any Investment
Related Property and (iii) whatever is receivable or received when Collateral or
proceeds are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary.


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          "RECEIVABLES" shall mean all rights to payment, whether or not earned
by performance, for goods or other property sold, leased, licensed, assigned or
otherwise disposed of, or services rendered or to be rendered, including,
without limitation all such rights constituting or evidenced by any Account,
Chattel Paper or Instrument, together with all of Grantor's rights, if any, in
any goods or other property giving rise to such right to payment and all
Collateral Support and Supporting Obligations related thereto and all
Receivables Records.

          "RECEIVABLES RECORDS" shall mean (i) all original copies of all
documents, instruments or other writings or electronic records or other Records
evidencing the Receivables, (ii) all books, correspondence, credit or other
files, Records, ledger sheets or cards, invoices, and other papers relating to
Receivables, including, without limitation, all tapes, cards, computer tapes,
computer discs, computer runs, record keeping systems and other papers and
documents relating to the Receivables, whether in the possession or under the
control of Grantor or any computer bureau or agent from time to time acting for
Grantor or otherwise, (iii) all evidences of the filing of financing statements
and the registration of other instruments in connection therewith, and
amendments, supplements or other modifications thereto, notices to other
creditors or secured parties, and certificates, acknowledgments, or other
writings, including, without limitation, lien search reports, from filing or
other registration officers, (iv) all credit information, reports and memoranda
relating thereto and (v) all other written or nonwritten forms of information
related in any way to the foregoing or any Receivable.

          "RECORD" shall have the meaning specified in Article 9 of the UCC.

          "SECURED OBLIGATIONS" shall have the meaning assigned in Section 3.1.

          "SECURED PARTIES" shall mean the Lenders and the Lender Counterparties
and shall include, without limitation, all former Lenders and Lender
Counterparties to the extent that any Obligations owing to such Persons were
incurred while such Persons were Lenders or Lender Counterparties and such
Obligations have not been paid or satisfied in full.

          "SECURITIES ACCOUNT CONTROL AGREEMENT" means an agreement in the form
of Exhibit D.

          "SECURITIES ACCOUNTS" (i) shall mean all "securities accounts" as
defined in Article 8 of the UCC that are (a) maintained at Comerica or (b) have
a principle balance with a value in excess of $200,000 for such account and
$1,000,000 in the aggregate for all such accounts and (ii) shall include,
without limitation, all of the accounts listed on Schedule 4.4(A) under the
heading "Securities Accounts" (as such schedule may be amended or supplemented
from time to time).

          "SECURITIES ENTITLEMENTS" shall mean all "securities entitlements" as
defined in Article 8 of the UCC.

          "SUPPORTING OBLIGATION" shall mean all "supporting obligations" as
defined in Article 9 of the UCC.

          "TAX CODE" shall mean the United States Internal Revenue Code of 1986,
as amended from time to time.

          "TRADEMARK LICENSES" shall mean any and all agreements providing for
the granting of any right in or to Trademarks (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement referred
to in Schedule 4.7(F) (as such schedule may be amended or supplemented from time
to time).

          "TRADEMARKS" shall mean all United States, and foreign trademarks,
trade names, corporate names, company names, business names, fictitious business
names, Internet domain names, service marks, certification marks, collective
marks, logos, other source or business identifiers, designs and general
intangibles of a like nature, all registrations and applications for any of the
foregoing including, but not limited to: (i) the registrations and applications
referred to in Schedule 4.7(E) (as such schedule may be amended or supplemented
from time to time), (ii) all extensions or renewals of any of the foregoing,
(iii) all of the goodwill of the business connected with the use of and
symbolized by the foregoing, (iv) the right to sue for past, present and future
infringement or dilution of any of the foregoing or for any injury to goodwill,
and (v) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.

          "TRADE SECRET LICENSES" shall mean any and all agreements providing
for the granting of any right in or to Trade Secrets (whether such Grantor is
licensee or licensor thereunder) including, without limitation, each agreement
referred to in Schedule 4.7(G) (as such schedule may be amended or supplemented
from time to time).


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          "TRADE SECRETS" shall mean all trade secrets and all other
confidential or proprietary information and know-how whether or not such Trade
Secret has been reduced to a writing or other tangible form, including all
documents and things embodying, incorporating, or referring in any way to such
Trade Secret, including but not limited to: (i) the right to sue for past,
present and future misappropriation or other violation of any Trade Secret, and
(ii) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the State of New York or, when the context implies, the Uniform
Commercial Code as in effect from time to time in any other applicable
jurisdiction.

          "UNCERTIFICATED SECURITIES CONTROL AGREEMENT" means an agreement in
the form of Exhibit C.

          "UNITED STATES" shall mean the United States of America.

     1.2 DEFINITIONS; INTERPRETATION. All capitalized terms used herein
(including the preamble and recitals hereto) and not otherwise defined herein
shall have the meanings ascribed thereto in the Credit Agreement or, if not
defined therein, in the UCC. References to "Sections," "Exhibits" and
"Schedules" shall be to Sections, Exhibits and Schedules, as the case may be, of
this Agreement unless otherwise specifically provided. Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference. The use herein of the word "include" or "including", when following
any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not nonlimiting
language (such as "without limitation" or "but not limited to" or words of
similar import) is used with reference thereto, but rather shall be deemed to
refer to all other items or matters that fall within the broadest possible scope
of such general statement, term or matter. If any conflict or inconsistency
exists between this Agreement and the Credit Agreement, the Credit Agreement
shall govern. All references herein to provisions of the UCC shall include all
successor provisions under any subsequent version or amendment to any Article of
the UCC.

SECTION 2. GRANT OF SECURITY.

     2.1 GRANT OF SECURITY. Each Grantor hereby grants to the Collateral Agent
for the ratable benefit of the Secured Parties a security interest in and
continuing lien on all of such Grantor's right, title and interest in, to and
under all personal property of such Grantor including, but not limited to the
following, in each case whether now owned or existing or hereafter acquired or
arising and wherever located (all of which, except as provided in Section 2.2,
being hereinafter collectively referred to as the "Collateral"):

          (a) Accounts;

          (b) Chattel Paper;

          (c) Documents;

          (d) General Intangibles;

          (e) Goods;

          (f) Instruments;

          (g) Insurance;

          (h) Intellectual Property;

          (i) Investment Related Property;

          (j) Letter of Credit Rights;

          (k) Money;


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          (l) Receivables and Receivable Records;

          (m) Commercial Tort Claims;

          (n) to the extent not otherwise included above, all Collateral
Records, Collateral Support and Supporting Obligations relating to any of the
foregoing; and

          (o) to the extent not otherwise included above, all Proceeds,
products, accessions, rents and profits of or in respect of any of the
foregoing.

     2.2 CERTAIN LIMITED EXCLUSIONS. Notwithstanding anything contained in
Section 2.1 hereof or anything else herein to the contrary, in no event shall
the Collateral include, and no Grantor shall be deemed to have granted a
security interest in, any of such Grantor's right, title or interest (a) in any
Intellectual Property if the grant of such security interest shall constitute or
result in (i) the abandonment, invalidation or rendering unenforceable any
right, title or interest of any Grantor therein, or (ii) the breach or
termination pursuant to the terms of, or a default under, any Intellectual
Property or (iii) the violation of any applicable law; (b) in any General
Intangible if the grant of such security interest (i) shall be prohibited by any
contract, agreement, instrument or indenture governing such General Intangible,
(ii) would give any other party to such contract, agreement, instrument or
indenture the right to terminate its obligations thereunder or (iii) is
permitted only with the consent of another party to such contract, if such
consent has not been obtained; (c) in any lease, license, contract, property
rights or agreement to which any Grantor is a party or any of its rights or
interests thereunder if the grant of such security interest shall constitute or
result in (i) the abandonment, invalidation or unenforceability of any right,
title or interest of any Grantor therein or (ii) in a breach or termination
pursuant to the terms of, or a default under, any such lease, license, contract,
property rights or agreement; in each case of clauses (a), (b) and (c), other
than to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable law (including
the Bankruptcy Code) or principles of equity, provided, however that such
security interest shall attach, immediately at such time as and to the extent
severable, to any portion of such Intellectual Property, General Intangible,
lease, license, contract, property rights or agreement that does not result or
no longer results in any of the consequences specified in (a)(i), (ii) or (iii),
(b)(i), (ii) or (iii) or (c)(i) or (ii) above; or (d) in any of the outstanding
capital stock of a Controlled Foreign Corporation representing in excess of 65%
of the voting power of all classes of capital stock of such Controlled Foreign
Corporation entitled to vote; provided that immediately upon the amendment of
the Tax Code to allow the pledge of capital stock representing a greater
percentage of the voting power of capital stock in a Controlled Foreign
Corporation without adverse tax consequences, the Collateral shall include, and
the security interest granted by each Grantor shall attach to, such greater
percentage of capital stock of each Controlled Foreign Corporation.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

     3.1 SECURITY FOR OBLIGATIONS. This Agreement secures, and the Collateral is
collateral security for, the prompt and complete payment or performance in full
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand 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, 11 U.S.C. Section 362(a) (and any successor provision
thereof)), of all Obligations with respect to every Grantor (the "SECURED
OBLIGATIONS").

     3.2 GRANTORS REMAIN LIABLE. Anything contained herein to the contrary
notwithstanding, but subject to the transfer of Pledged Equity Interests to the
Collateral Agent or its nominee upon foreclosure after an Event of Default:

          (a) each Grantor shall remain liable under any partnership agreement
or limited liability company agreement relating to any Pledged Partnership
Interest or Pledged LLC Interest, any Assigned Agreement and/or any other
contracts and agreements included in the Collateral, to the extent set forth
therein, to perform all of its duties and obligations thereunder to the same
extent as if this Agreement had not been executed;

          (b) the exercise by the Collateral Agent of any of its rights
hereunder shall not release any Grantor from any of its duties or obligations
under the contracts and agreements included in the Collateral; and


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          (c) neither the Collateral Agent nor any Lender nor Lender
Counterparty shall have any obligation or liability under any partnership
agreement or limited liability company agreement relating to any Pledged
Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any
other contracts and agreements included in the Collateral by reason of this
Agreement, nor shall the Collateral Agent, any Lender or any Lender Counterparty
be obligated to perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.

     Neither the Collateral Agent, any Lender, any Lender Counterparty nor any
purchaser at a foreclosure sale under this Agreement shall be obligated to
assume any obligation or liability under any partnership agreement or limited
liability company agreement relating to any Pledged Partnership Interests or
Pledged LLC Interests, any Assigned Agreement or any other contracts and
agreements included in the Collateral unless the Collateral Agent, any Lender,
any Lender Counterparty or any such purchaser otherwise expressly agrees in
writing to assume any or all of said obligations.

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.

     4.1 GENERALLY.

          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:

               (i) it owns the Collateral purported to be owned by it or
     otherwise has the rights it purports to have in each item of Collateral
     and, as to all Collateral whether now existing or hereafter acquired, will
     continue to own or have such rights in each item of the Collateral, in each
     case free and clear of any and all Liens, rights or claims of all other
     Persons, including, without limitation, liens arising as a result of such
     Grantor becoming bound (as a result of merger or otherwise) as debtor under
     a security agreement entered into by another Person other than Permitted
     Liens;

               (ii) it has indicated on Schedule 4.1(A) (as such schedule may be
     amended or supplemented from time to time): (w) the type of organization of
     such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its
     Federal Taxpayer Identification Number and (z) the jurisdiction of the
     chief executive office or its sole place of business.

               (iii) the full legal name of such Grantor is as set forth on
     Schedule 4.1(A) and it has not done in the last five (5) years, and does
     not do, business under any other name (including any trade-name or
     fictitious business name) except for those names set forth on Schedule
     4.1(B) (as such schedule may be amended or supplemented from time to time);

               (iv) except as provided on Schedule 4.1(C), it has not changed
     its name, jurisdiction of organization, chief executive office or sole
     place of business or its corporate structure in any way (e.g., by merger,
     consolidation, change in corporate form or otherwise) within the past five
     (5) years;

               (v) it has not within the last five (5) years become bound
     (whether as a result of merger or otherwise) as debtor under a security
     agreement entered into by another Person, which has not heretofore been
     terminated other than the agreements identified on Schedule 4.1(D) hereof
     (as such schedule may be amended or supplemented from time to time);

               (vi) with respect to each agreement identified on Schedule
     4.1(D), it has indicated on Schedule 4.1(A) and Schedule 4.1(B) the
     information required pursuant to Section 4.1(a)(ii), (iii) and (iv) with
     respect to the debtor under each such agreement;


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               (vii) (u) upon the filing of all UCC financing statements naming
     each Grantor as "debtor" and the Collateral Agent as "secured party" and
     describing the Collateral in the filing offices set forth opposite such
     Grantor's name on Schedule 4.1(E) hereof (as such schedule may be amended
     or supplemented from time to time) and other filings delivered by each
     Grantor, (v) upon delivery of all Instruments, Chattel Paper and
     certificated Pledged Equity Interests and Pledged Debt, (w) upon sufficient
     identification of Commercial Tort Claims, (x) upon execution of a control
     agreement establishing the Collateral Agent's "control" (within the meaning
     of Section 9-806, 9-106 or 9-104 of the UCC, as applicable) with respect to
     any Investment Account, (y) upon consent of the issuer with respect to
     Letter of Credit Rights, and (z) in the case of the Intellectual Property,
     in addition to the filing of such UCC financing statements, the recordation
     of a Grant with the applicable intellectual property registries, including
     but not limited to the United States Patent and Trademark Office and the
     United States Copyright Office, the security interests granted to the
     Collateral Agent hereunder constitute valid and perfected first priority
     Liens (subject in the case of priority only to Permitted Liens which have
     priority over the Liens on the Collateral by operation of law and to the
     rights of the United States government (including any agency or department
     thereof) with respect to United States government Receivables) on all of
     the Collateral;

               (viii) all actions and consents, including all filings, notices,
     registrations and recordings necessary for the exercise by the Collateral
     Agent of the voting or other rights provided for in this Agreement or the
     exercise of remedies in respect of the Collateral have been made or
     obtained, except such action or consents which if not made or obtained
     could not reasonably be expected to result in a Material Impairment;

               (ix) other than the financing statements filed in favor of the
     Collateral Agent, no effective UCC financing statement, fixture filing or
     other instrument similar in effect under any applicable law covering all or
     any part of the Collateral is on file in any filing or recording office
     except for (x) financing statements for which proper termination statements
     have been delivered to the Collateral Agent for filing or for which pay-off
     and Lien release letters containing authority to file such termination
     statements have been delivered to the Collateral Agent and (y) financing
     statements filed in connection with Permitted Liens;

               (x) no authorization, approval or other action by, and no notice
     to or filing with, any Governmental Authority or regulatory body is
     required for either (i) the pledge or grant by any Grantor of the Liens
     purported to be created in favor of the Collateral Agent hereunder or (ii)
     the exercise by Collateral Agent of any rights or remedies in respect of
     any Collateral (whether specifically granted or created hereunder or
     created or provided for by applicable law), except (A) for the filings
     contemplated by clause (vii) above, (B) which if not made or obtained could
     not reasonably be expected to result in a Material Impairment, and (C) as
     may be required, in connection with the disposition of any Investment
     Related Property, by laws generally affecting the offering and sale of
     Securities; and

               (xi) except as could not reasonably be expected to result in a
     Material Impairment, all information supplied by any Grantor with respect
     to any of the Collateral (in each case taken as a whole with respect to any
     particular Collateral) is accurate and complete in all material respects.

          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that until the payment in full of all Secured Obligations and the termination of
all Commitments:

               (i) except for the security interest created by this Agreement,
     it shall not create or suffer to exist any Lien upon or with respect to any
     of the Collateral, except Permitted Liens, and such Grantor shall defend
     the Collateral against all Persons at any time claiming any interest
     therein;

               (ii) it shall not produce, use or permit any Collateral to be
     used (a) in violation of any provision of this Agreement or (b) except as
     could not reasonably be expected to result in a Material Impairment,
     unlawfully or in violation of any applicable statute, regulation or
     ordinance or any policy of insurance covering the Collateral;


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               (iii) it shall not change its name, type of organization,
     jurisdiction of organization, Federal Taxpayer Identification Number or
     corporate structure in any way (e.g., by merger, consolidation, change in
     corporate form or otherwise) unless it shall (a) promptly after such change
     or establishment notify the Collateral Agent in writing, by executing and
     delivering to the Collateral Agent a completed Pledge Supplement, together
     with all Supplements to Schedules thereto, of any such change or
     establishment, identifying such new proposed name, jurisdiction of
     organization, Federal Taxpayer Identification Number or corporate structure
     and providing the Collateral Agreement certified copies of any relevant
     filings and such other information in connection therewith as the
     Collateral Agent may reasonably request and (b) take all actions necessary
     or advisable, in the reasonable judgment of Collateral Agent, to maintain
     the continuous validity, perfection and the same or better priority of the
     Collateral Agent's security interest in the Collateral intended to be
     granted and agreed to hereby;

               (iv) to the extent required by the Credit Agreement, it shall pay
     promptly when due all property and other taxes, assessments and
     governmental charges or levies imposed upon, and all claims (including
     claims for labor, materials and supplies) against, the Collateral, except
     to the extent the validity thereof is being contested in good faith;
     provided, such Grantor shall in any event pay such taxes, assessments,
     charges, levies or claims not later than five (5) days prior to the date of
     any proposed sale under any judgment, writ or warrant of attachment entered
     or filed against such Grantor or any of the Collateral as a result of the
     failure to make such payment;

               (v) [intentionally deleted];

               (vi) it shall not take or permit any action which could
     materially impair the Collateral Agent's rights in the Collateral;

               (vii) it shall not sell, transfer or assign (by operation of law
     or otherwise) any Collateral except as otherwise in accordance with the
     Credit Agreement; and

               (viii) in the event any Person becomes its Domestic Subsidiary,
     such Grantor shall (a) promptly cause such Domestic Subsidiary to become an
     Additional Grantor pursuant to Section 5.3, (b) promptly take all actions
     necessary to grant and to perfect (with respect to Intellectual Property to
     the extent such perfection and priority may be achieved by filings made in
     the United States) a First Priority security interest in the Collateral
     consisting of personal property of such Domestic Subsidiary in favor of
     Collateral Agent for the benefit of the Secured Parties in respect of such
     Collateral in accordance with this Agreement, and (c) promptly cause each
     Person holding Capital Stock of such Domestic Subsidiary to take all
     actions necessary to grant and to perfect a First Priority security
     interest in favor of Collateral Agent for the benefit of the Secured
     Parties in respect of all such Capital.

     4.2 EQUIPMENT AND INVENTORY.

          (a) Representations and Warranties. Each Grantor represents and
warrants, on the Closing Date and on each Credit Date, that:

               (i) all of the Equipment and Inventory included in the Collateral
     is located only at the locations specified in Schedule 4.2 (as such
     schedule may be amended or supplemented from time to time), except for (A)
     Inventory which, in the ordinary course of business, (i) is in transit
     from, or has been purchased by a Grantor and not yet shipped by, a supplier
     to a Grantor, (ii) is in transit to, or has been delivered to but not yet
     paid for by, a customer or (iii) which has been delivered by a Grantor to a
     subcontractor for secondary processing and (B) other mobile goods,
     Equipment or Inventory with an aggregate net book value of up to
     $2,000,000;

               (ii) except as could not reasonably be expected to result in a
     Material Impairment, any Goods now or hereafter produced by any Grantor
     included in the Collateral have been and will be produced in compliance
     with the requirements of the Fair Labor Standards Act, as amended; and

               (iii) except as set forth on Schedule 4.2(A) (as such schedule
     may be amended or supplemented from time to time), none of the Inventory or
     Equipment (except for mobile goods, Equipment or Inventory with an
     aggregate net book value of up to $1,000,000) is in the possession of an
     issuer of a negotiable document (as defined in Section 7-104 of the UCC)
     therefor or otherwise in the possession of a bailee or a warehouseman.


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          (b) Covenants and Agreements. Each Grantor covenants and agrees that
until the payment in full of all Secured Obligations and termination of all
Commitments:

               (i) it shall keep correct and accurate records of the Inventory,
     as is customarily maintained under similar circumstances by Persons of
     established reputation engaged in similar business, and in any event in
     conformity with GAAP;

               (ii) it shall not deliver any Document evidencing any Equipment
     and Inventory to any Person other than the issuer of such Document to claim
     the Goods evidenced therefor or the Collateral Agent;

               (iii) if any Equipment or Inventory is in possession or control
     of any third party (other than a supplier, customer or subcontractor in the
     ordinary course of business as described in Section 4.2(a)(i), above) ,
     each Grantor shall, as a condition to entering into any such arrangement in
     respect of Equipment or Inventory in an aggregate net book value exceeding
     $2,000,000 at any time and otherwise upon request of the Collateral Agent,
     join with the Collateral Agent in notifying the third party of the
     Collateral Agent's security interest and using commercially reasonable
     efforts to obtain an acknowledgment from the third party that it is holding
     the Equipment and Inventory for the benefit of the Collateral Agent;

               (iv) At any time when an Event of Default has occurred and is
     continuing, upon written request of Collateral Agent, each Grantor shall
     instruct each subcontractor then holding Inventory for processing to hold
     such Inventory for the account of Collateral Agent and subject to the
     instructions of the Collateral Agent;

               (v) with respect to any Equipment with net book value in excess
     of $100,000 individually or $1,000,000 in the aggregate which is covered by
     a certificate of title under a statute of any jurisdiction under the law of
     which indication of a security interest on such certificate is required as
     a condition of perfection thereof, upon the reasonable request of the
     Collateral Agent, (A) it shall provide the Collateral Agent information
     with respect to any such Equipment, (B) it shall execute and file with the
     registrar of motor vehicles or other appropriate authority in such
     jurisdiction an application or other document requesting the notation or
     other indication of the security interest created hereunder on such
     certificate of title, and (C) it shall deliver to the Collateral Agent
     copies of all such applications or other documents filed during such
     calendar quarter and copies of all such certificates of title issued during
     such calendar quarter indicating the security interest created hereunder in
     the items of Equipment covered thereby.

     4.3 RECEIVABLES.

          (a) Representations and Warranties. Each Grantor represents and
warrants, on the Closing Date and on each Credit Date, that: no Receivable in
excess of $100,000 individually or $500,000 in the aggregate is evidenced by, or
constitutes, an Instrument or Chattel Paper which has not been delivered to, or
otherwise subjected to the control of, the Collateral Agent to the extent
required by, and in accordance with Section 4.3(c);

          (b) Covenants and Agreements: Each Grantor hereby covenants and agrees
that until the payment in full of all Secured Obligations and termination of all
Commitments:

               (i) it shall keep and maintain at its own cost and expense
     satisfactory and complete records of the Receivables as is customarily
     maintained under similar circumstances by Persons of established reputation
     engaged in similar business, and in any event in conformity with GAAP
     including, but not limited to, the originals of all documentation with
     respect to all such Receivables and records of all payments received and
     all credits granted on such Receivables, all merchandise returned and all
     other dealings therewith;

               (ii) it shall not amend, modify, terminate or waive any provision
     of any Receivable in any manner that could reasonably be expected to have a
     Material Adverse Effect. Other than in the ordinary course of business as
     generally conducted by it, and except as otherwise provided in subsection
     (v) below, during the continuance of an Event of Default, such Grantor
     shall not (w) grant any extension or renewal of the time of payment of any
     Receivable, (x) compromise or settle any dispute, claim or legal proceeding
     with respect to any Receivable for less than the total unpaid balance
     thereof, (y) release, wholly or partially, any Person liable for the
     payment thereof, or (z) allow any credit or discount thereon;


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               (iii) except as otherwise provided in this subsection, each
     Grantor shall continue to collect all amounts due or to become due to such
     Grantor under the Receivables and any Supporting Obligation and diligently
     exercise each material right it may have under any Receivable, any
     Supporting Obligation or Collateral Support, in each case, at its own
     expense, and in connection with such collections and exercise, such Grantor
     shall take such action as such Grantor or after the occurrence and during
     the continuance of an Event of Default, the Collateral Agent, may deem
     necessary or advisable. Notwithstanding the foregoing, the Collateral Agent
     shall have the right at any time following the occurrence and during the
     continuation of an Event of Default to notify, or require any Grantor to
     notify, any Account Debtor of the Collateral Agent's security interest in
     the Receivables and any Supporting Obligation and, in addition, at any time
     following the occurrence and during the continuation of an Event of
     Default, the Collateral Agent may: (1) direct the Account Debtors under any
     Receivables to make payment of all amounts due or to become due to such
     Grantor thereunder directly to the Collateral Agent; (2) notify, or require
     any Grantor to notify, each Person maintaining a lockbox or similar
     arrangement to which Account Debtors under any Receivables have been
     directed to make payment to remit all amounts representing collections on
     checks and other payment items from time to time sent to or deposited in
     such lockbox or other arrangement directly to the Collateral Agent; and (3)
     enforce, at the expense of such Grantor, collection of any such Receivables
     and to adjust, settle or compromise the amount or payment thereof, in the
     same manner and to the same extent as such Grantor might have done. If the
     Collateral Agent notifies any Grantor that it has elected to collect the
     Receivables in accordance with the preceding sentence, any payments of
     Receivables received by such Grantor shall be forthwith (and in any event
     within two (2) Business Days) deposited by such Grantor in the exact form
     received, duly indorsed by such Grantor to the Collateral Agent if
     required, in a Securities Account or Deposit Account maintained under the
     sole dominion and control of the Collateral Agent, and until so turned
     over, all amounts and proceeds (including checks and other instruments)
     received by such Grantor in respect of the Receivables, any Supporting
     Obligation or Collateral Support shall be received in trust for the benefit
     of the Collateral Agent hereunder and shall be segregated from other funds
     of such Grantor and such Grantor shall not adjust, settle or compromise the
     amount or payment of any Receivable, or release wholly or partly any
     Account Debtor or obligor thereof, or allow any credit or discount thereon;
     and

               (iv) it shall use commercially reasonable efforts to keep in full
     force and effect any Supporting Obligation or Collateral Support relating
     to any Receivable.

          (c) Delivery and Control of Receivables. With respect to any
Receivables in excess of $100,000 individually or $500,000 in the aggregate that
is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor
shall cause each originally executed copy thereof to be delivered to the
Collateral Agent (or its agent or designee) appropriately indorsed to the
Collateral Agent or indorsed in blank: (i) with respect to any such Receivables
in existence on the date hereof, on or prior to the date hereof and (ii) with
respect to any such Receivables hereafter arising, within ten (10) days of such
Grantor acquiring rights therein. With respect to any Receivables in excess of
$100,000 individually or $500,000 in the aggregate which would constitute
"electronic chattel paper" under Article 9 of the UCC, each Grantor shall use
commercially reasonable efforts to give the Collateral Agent control over such
Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect
to any such Receivables in existence on the date hereof, on or prior to the date
hereof and (ii) with respect to any such Receivables hereafter arising, within
ten (10) days of such Grantor acquiring rights therein. Any Receivable that is
evidenced by, or constitutes, Chattel Paper or Instruments or would constitute
"electronic chattel paper" under Article 9 of the UCC not otherwise required to
be delivered or subjected to the control of the Collateral Agent in accordance
with this subsection (c) shall be delivered or subjected to such control upon
request of the Collateral Agent at any time during the continuance of an Event
of Default.

     4.4 INVESTMENT RELATED PROPERTY.

          4.4.1 INVESTMENT RELATED PROPERTY GENERALLY

          (a) Covenants and Agreements. Each Grantor hereby covenants and agrees
that until the payment in full of all Secured Obligations:


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               (i) subject to the limitation described in Section 2.2(d) with
     respect to the capital stock of any Controlled Foreign Corporation, in the
     event it acquires rights in any Investment Related Property constituting
     Pledged Equity Interests or Pledged Debt or otherwise with an aggregate net
     book value in excess of $500,000 after the date hereof, it shall deliver to
     the Collateral Agent a completed Pledge Supplement, together with all
     Supplements to Schedules thereto, reflecting such new Investment Related
     Property and all other Investment Related Property. Notwithstanding the
     foregoing, it is understood and agreed that the security interest of the
     Collateral Agent shall attach to all Investment Related Property
     immediately upon any Grantor's acquisition of rights therein and shall not
     be affected by the failure of any Grantor to deliver a supplement to
     Schedule 4.4 as required hereby;

               (ii) except as provided in the next sentence, in the event such
     Grantor receives any dividends, interest or distributions on any Investment
     Related Property, or any securities or other property upon the merger,
     consolidation, liquidation or dissolution of any issuer of any Investment
     Related Property, then (a) such dividends, interest or distributions and
     securities or other property shall be included in the definition of
     Collateral without further action and (b) such Grantor shall within ten
     (10) days take all steps, if any, necessary or advisable to ensure the
     validity, perfection, priority and, if applicable, control of the
     Collateral Agent over such Investment Related Property (including, without
     limitation, delivery thereof to the Collateral Agent) and pending any such
     action such Grantor shall be deemed to hold such dividends, interest,
     distributions, securities or other property in trust for the benefit of the
     Collateral Agent and shall be segregated from all other property of such
     Grantor. Notwithstanding the foregoing, so long as no Event of Default
     shall have occurred and be continuing or shall be caused thereby, the
     Collateral Agent authorizes each Grantor to retain all cash dividends and
     distributions and all payments of interest and principal;

               (iii) each Grantor consents to the grant by each other Grantor of
     a Security Interest in all Investment Related Property to the Collateral
     Agent.

          (b) Delivery and Control.

               (i) Each Grantor agrees that with respect to any Investment
     Related Property in which it currently has rights it shall comply with the
     provisions of this Section 4.4.1(b) on or before the Closing Date and with
     respect to any Investment Related Property hereafter acquired by such
     Grantor it shall comply with the provisions of this Section 4.4.1(b)
     promptly upon acquiring rights therein, in each case in form and substance
     reasonably satisfactory to the Collateral Agent. With respect to any
     Investment Related Property that is represented by a certificate or that is
     an "instrument" (other than any Investment Related Property credited to a
     Securities Account) it shall cause such certificate or instrument to be
     delivered to the Collateral Agent, indorsed in blank by an "effective
     indorsement" (as defined in Section 8-107 of the UCC), regardless of
     whether such certificate constitutes a "certificated security" for purposes
     of the UCC. With respect to any Investment Related Property that is an
     "uncertificated security" for purposes of the UCC (other than any
     "uncertificated securities" credited to a Securities Account), it shall use
     commercially reasonable efforts to cause the issuer of such uncertificated
     security to either (i) register the Collateral Agent as the registered
     owner thereof on the books and records of the issuer or (ii) execute an
     Uncertificated Securities Control Agreement, pursuant to which such issuer
     agrees to comply with the Collateral Agent's instructions with respect to
     such uncertificated security without further consent by such Grantor.

          (c) Voting and Distributions.

               (i) So long as no Event of Default shall have occurred and be
     continuing, except as otherwise provided under the covenants and agreements
     relating to investment related property in this Agreement or elsewhere
     herein or in the Credit Agreement, each Grantor shall be entitled to
     exercise or refrain from exercising any and all voting and other consensual
     rights pertaining to the Investment Related Property or any part thereof,
     provided, no Grantor shall exercise or refrain from exercising any such
     right (1) if the Collateral Agent shall have notified such Grantor that, in
     the Collateral Agent's reasonable judgment, such action would have a
     Material Adverse Effect; or (2) for any purpose inconsistent with the terms
     of this Agreement or the Credit Agreement;

               (ii) the Collateral Agent shall promptly execute and deliver (or
     cause to be executed and delivered) to each Grantor all proxies, and other
     instruments as such Grantor may from time to time reasonably request for
     the purpose of enabling such Grantor to exercise the voting and other
     consensual rights when and to the extent which it is entitled to exercise
     pursuant to clause (ii) above; and

               (iii) Upon the occurrence and during the continuation of an Event
     of Default:


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          (A)  all rights of each Grantor to exercise or refrain from exercising
               the voting and other consensual rights which it would otherwise
               be entitled to exercise pursuant hereto shall cease and all such
               rights shall thereupon become vested in the Collateral Agent who
               shall thereupon have the sole right but not the obligation to
               exercise such voting and other consensual rights; and

          (B)  in order to permit the Collateral Agent to exercise the voting
               and other consensual rights which it may be entitled to exercise
               pursuant hereto and to receive all dividends and other
               distributions which it may be entitled to receive hereunder: (1)
               each Grantor shall promptly execute and deliver (or cause to be
               executed and delivered) to the Collateral Agent all proxies,
               dividend payment orders and other instruments as the Collateral
               Agent may from time to time reasonably request and (2) each
               Grantor acknowledges that the Collateral Agent may utilize the
               power of attorney set forth in Section 6.1.

          4.4.2 PLEDGED EQUITY INTERESTS

          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:

               (i) Schedule 4.4(A) (as such schedule may be amended or
     supplemented from time to time) sets forth under the headings "Pledged
     Stock, "Pledged LLC Interests," "Pledged Partnership Interests" and
     "Pledged Trust Interests," respectively, all of the Pledged Stock, Pledged
     LLC Interests, Pledged Partnership Interests and Pledged Trust Interests
     owned by any Grantor and such Pledged Equity Interests constitute the
     percentage of issued and outstanding shares of stock, percentage of
     membership interests, percentage of partnership interests or percentage of
     beneficial interest of the respective issuers thereof indicated on such
     Schedule;

               (ii) except as set forth on Schedule 4.4(B), it has not acquired
     any equity interests of another entity or substantially all the assets of
     another entity within the past five (5) years;

               (iii) it is the record and beneficial owner of the Pledged Equity
     Interests free of all Liens, rights or claims of other Persons other than
     Permitted Liens and except as described in Schedule 4.4(A), there are no
     outstanding warrants, options or other rights to purchase, or shareholder,
     voting trust or similar agreements outstanding with respect to, or property
     that is convertible into, or that requires the issuance or sale of, any
     Pledged Equity Interests;

               (iv) without limiting the generality of Section 4.1(a)(v), except
     as described in Schedule 4.4(A), no consent of any Person including any
     other general or limited partner, any other member of a limited liability
     company, any other shareholder or any other trust beneficiary is necessary
     or desirable in connection with the creation, perfection or first priority
     status of the security interest of the Collateral Agent in any Pledged
     Equity Interests or the exercise by the Collateral Agent of the voting or
     other rights provided for in this Agreement or the exercise of remedies in
     respect thereof;

               (v) except as described in Schedule 4.4(A), none of the Pledged
     LLC Interests nor Pledged Partnership Interests are or represent interests
     in issuers that: (a) are registered as investment companies or (b) are
     dealt in or traded on securities exchanges or markets; and

               (vi) except as described in Schedule 4.4(A), none of the Pledged
     LLC Interests and Pledged Partnership Interests are or represent interests
     in issuers that have opted to be treated as securities under the uniform
     commercial code of any jurisdiction.

     Schedule 4.4(A) may be amended or supplemented from time to time with any
such amendment or supplement being effective for purposes of this Section
4.4.2(a) with respect to each Credit Date from and after the date of such
amendment or supplement.

          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that until the payment in full of the Secured Obligations:


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               (i) without the prior written consent of the Collateral Agent, it
     shall not vote to enable or take any other action to: (a) other than as
     permitted under the Credit Agreement, permit any issuer of any Pledged
     Equity Interest to issue any additional stock, partnership interests,
     limited liability company interests or other equity interests of any nature
     or to issue securities convertible into or granting the right of purchase
     or exchange for any stock or other equity interest of any nature of such
     issuer, (b) other than as permitted under the Credit Agreement, permit any
     issuer of any Pledged Equity Interest to dispose of all or a material
     portion of their assets, (c) waive any default under or breach of any
     material terms of any organizational document relating to the issuer of any
     Pledged Equity Interest or the terms of any Pledged Debt, or (d) cause any
     issuer of any Pledged Partnership Interests or Pledged LLC Interests which
     are not securities (for purposes of the UCC) on the date hereof to elect or
     otherwise take any action to cause such Pledged Partnership Interests or
     Pledged LLC Interests to be treated as securities for purposes of the UCC
     unless such Grantor shall promptly notify the Collateral Agent in writing
     of any such election or action and, in such event, shall take all steps
     necessary or advisable to establish the Collateral Agent's "control"
     thereof;

               (ii) [intentionally deleted];

               (iii) without the prior written consent of the Collateral Agent
     or as permitted under the Credit Agreement, it shall not permit any issuer
     of any Pledged Equity Interest to merge or consolidate unless (i) such
     issuer creates a security interest that is perfected by a filed financing
     statement (that is not effective solely under section 9-508 of the UCC) in
     collateral in which such new debtor has or acquires rights, and (ii) all
     the outstanding capital stock or other equity interests of the surviving or
     resulting corporation, limited liability company, partnership or other
     entity is, upon such merger or consolidation, pledged hereunder; provided
     that if the surviving or resulting Grantors upon any such merger or
     consolidation involving an issuer which is a Controlled Foreign
     Corporation, then such Grantor shall only be required to pledge equity
     interests in accordance with Section 2.2; and

               (iv) each Grantor consents to the grant by each other Grantor of
     a security interest in all Investment Related Property to the Collateral
     Agent and, without limiting the foregoing, consents to the transfer of any
     Pledged Partnership Interest and any Pledged LLC Interest to the Collateral
     Agent or its nominee following an Event of Default and to the substitution
     of the Collateral Agent or its nominee as a partner in any partnership or
     as a member in any limited liability company with all the rights and powers
     related thereto.

          4.4.3 PLEDGED DEBT

          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and each Credit Date, that Schedule 4.4 (as such
schedule may be amended or supplemented from time to time) sets forth under the
heading "Pledged Debt" all of the Pledged Debt that is Intercompany Debt and
otherwise is in excess of $500,000 individually or $1,000,000 in the aggregate
owned by such Grantor and all of such Pledged Debt has been duly authorized,
authenticated or issued, and delivered and is the legal, valid and binding
obligation of the issuers thereof subject to the effect of applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting rights of creditors and general principles of equity and is not in
default and constitutes all of the issued and outstanding Intercompany
Indebtedness owned by such Grantor.

          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that until the payment in full of all Secured Obligations it shall notify the
Collateral Agent of any default under any Pledged Debt that has caused, either
in any individual case or in the aggregate, a Material Adverse Effect.

          4.4.4 INVESTMENT ACCOUNTS

          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and each Credit Date, that:


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               (i) Schedule 4.4 hereto (as such schedule may be amended or
     supplemented from time to time) sets forth under the headings "Securities
     Accounts" and "Commodities Accounts," respectively, all of the Securities
     Accounts and Commodities Accounts in which each Grantor has an interest.
     Each Grantor is the sole entitlement holder of each such Securities Account
     and Commodity Account, and such Grantor has not consented to, and is not
     otherwise aware of, any Person (other than the Collateral Agent pursuant
     hereto) having "control" (within the meanings of Sections 8-106 and 9-106
     of the UCC) over, or any other interest in, any such Securities Account or
     Commodity Account or securities or other property credited thereto, except
     to the extent such control would constitute a Permitted Lien;

               (ii) Schedule 4.4 hereto (as such schedule may be amended or
     supplemented from time to time) sets forth under the headings "Deposit
     Accounts" all of the Deposit Accounts in which each Grantor has an
     interest. Each Grantor is the sole account holder of each such Deposit
     Account and such Grantor has not consented to, and is not otherwise aware
     of, any Person (other than the Collateral Agent pursuant hereto) having
     either sole dominion and control (within the meaning of common law) or
     "control" (within the meanings of Section 9-104 of the UCC) over, or any
     other interest in, any such Deposit Account or any money or other property
     deposited therein, except to the extent such control would constitute a
     Permitted Lien; and

               (iii) Each Grantor has taken all actions necessary or desirable,
     including those specified in Section 4.4.4(c), to: (a) establish the
     Collateral Agent's "control" (within the meanings of Sections 8-106 and
     9-106 of the UCC) over any portion of the Investment Related Property
     constituting Securities Accounts, Securities Entitlements or Commodities
     Accounts (each as defined in the UCC); and to establish the Collateral
     Agent's "control" (within the meaning of Section 9-104 of the UCC) over all
     Deposit Accounts.

          (b) Covenant and Agreement. Each Grantor hereby covenants and agrees
with the Collateral Agent and each other Secured Party that until the payment in
full of all Secured Obligations it shall not close or terminate any Investment
Account without the prior consent of the Collateral Agent and unless a successor
or replacement account has been established with the consent of the Collateral
Agent with respect to which successor or replacement account a control agreement
has been entered into by the appropriate Grantor, Collateral Agent and
securities intermediary or depository institution at which such successor or
replacement account is to be maintained in accordance with the provisions of
Section 4.4.4(c).

          (c) Delivery and Control

               (i) With respect to any Investment Related Property consisting of
     Securities Accounts or Securities Entitlements, it shall cause the
     securities intermediary maintaining such Securities Account or Securities
     Entitlement to enter into an agreement substantially in the form of Exhibit
     C hereto pursuant to which it shall agree to comply with the Collateral
     Agent's "entitlement orders" without further consent by such Grantor. With
     respect to any Investment Related Property that is a "Deposit Account," it
     shall cause the depositary institution maintaining such account to enter
     into an agreement in form and substance reasonably satisfactory to
     Collateral Agent, pursuant to which the Collateral Agent shall have both
     sole dominion and control over such Deposit Account (within the meaning of
     the common law) and "control" (within the meaning of Section 9-104 of the
     UCC) over such Deposit Account. Each Grantor shall have entered into such
     control agreement or agreements with respect to: (i) any Securities
     Accounts, Securities Entitlements or Deposit Accounts that exist on the
     Closing Date, as of or prior to the Closing Date and (ii) any Securities
     Accounts, Securities Entitlements or Deposit Accounts that are created or
     acquired after the Closing Date, as of or prior to the deposit or transfer
     of any such Securities Entitlements or funds, whether constituting moneys
     or investments, into such Securities Accounts or Deposit Accounts.

               (ii) In addition to the foregoing, if any issuer of any
     Investment Related Property is located in a jurisdiction outside of the
     United States, each Grantor shall take such additional actions, including,
     without limitation, using commercially reasonable efforts to cause the
     issuer to register the pledge on its books and records or making such
     filings or recordings, in each case as may be necessary or advisable, under
     the laws of such issuer's jurisdiction to insure the validity, perfection
     and priority of the security interest of the Collateral Agent. Upon the
     occurrence and during the continuance of an Event of Default, the
     Collateral Agent shall have the right, without notice to any Grantor, to
     transfer all or any portion of the Investment Related Property to its name
     or the name of its nominee or agent. In addition, the Collateral Agent
     shall have the right at any time during the continuance of an Event of
     Default, without notice to any Grantor, to exchange any certificates or
     instruments representing any Investment Related Property for certificates
     or instruments of smaller or larger denominations.


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     4.5 MATERIAL CONTRACTS.

          (a) Covenants and Agreements. Each Grantor hereby covenants and agrees
that until the payment in full of the Secured Obligations and termination of all
Commitments:

               (i) after the occurrence and during the continuance of an Event
     of Default, the applicable Grantor shall furnish to the Collateral Agent
     true and complete copies (including any amendments or supplements thereof)
     of all Material Contracts to which it is a party; and

               (ii) after the occurrence and during the continuance of an Event
     of Default, the Collateral Agent may upon written notice to the applicable
     Grantor, notify, or require any Grantor to notify, the counterparty to make
     all payments under the Material Contracts directly to the Collateral Agent.

     4.6 LETTER OF CREDIT RIGHTS.

          (a) Representations and Warranties. Except with respect to the Letters
of Credit issued under the Credit Agreement, each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:

               (i) all material letters of credit to which such Grantor has
     rights as the beneficiary in an amount in excess of $100,000 are listed on
     Schedule 4.6 (as such schedule may be amended or supplemented from time to
     time) hereto; and

               (ii) it has used or will use commercially reasonable efforts to
     obtain the consent of each issuer of any material letter of credit to the
     assignment of the proceeds of the letter of credit to the Collateral Agent
     and such Grantor has not consented to, and is not otherwise aware of, any
     Person (other than the Collateral Agent pursuant hereto) having "control"
     (within the meaning of Section 9-104 of the UCC) over, or any other
     interest in any of the Grantor's rights in respect thereof.

          (b) Covenants and Agreements. Except with respect to the Letters of
Credit issued under the Credit Agreement, each Grantor hereby covenants and
agrees that, until the payment in full of all Secured Obligations and
termination of all Commitments, with respect to any material letter of credit
referred to in (a)(i) above hereafter arising it will use commercially
reasonable efforts to obtain the consent of the issuer thereof to the assignment
of the proceeds of the letter of credit to the Collateral Agent and shall
deliver to the Collateral Agent a completed Pledge Supplement, together with all
Supplements to Schedules thereto.

     4.7 INTELLECTUAL PROPERTY.

          (a) Representations and Warranties. Except as disclosed in Schedule
4.7(H) (as such schedule may be amended or supplemented from time to time), each
Grantor hereby represents and warrants, on the Closing Date and on each Credit
Date, that:

               (i) Schedule 4.7 (as such schedule may be amended or supplemented
     from time to time) sets forth a true and complete list of (i) all United
     States, state and foreign registrations of and applications for Patents,
     Trademarks, and Copyrights owned by each Grantor and material to the
     business of each Grantor and (ii) all Patent Licenses, Trademark Licenses
     and Copyright Licenses material to the business of each Grantor;

               (ii) it has executed and delivered to the Collateral Agent, the
     applicable Grants for all Copyrights, Patents and Trademarks owned by such
     Grantor, including, but not limited to, all Copyrights, Patents and
     Trademarks on Schedule 4.7 (as such schedule may be amended or supplemented
     from time to time);

               (iii) it is the sole and exclusive owner of the entire right,
     title, and interest in and to or has the valid right to use the
     Intellectual Property on Schedule 4.7 (as such schedule may be amended or
     supplemented from time to time) listed under its respective name, and owns
     all other Intellectual Property used in or necessary to conduct its
     business, as currently conducted except where the failure to own or right
     to use in the aggregate could not be reasonably expected to have a Material
     Adverse Effect;


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               (iv) its Intellectual Property is subsisting and has not been
     adjudged invalid or unenforceable, in whole or in part, except as could not
     reasonably be expected to have a Material Adverse Effect, and each Grantor
     has performed all acts and has paid all renewal, maintenance, and other
     fees and taxes required to maintain each and every registration and
     application of Intellectual Property in full force and effect, except where
     the failure to do so could reasonably be expected to have a Material
     Adverse Effect;

               (v) its Intellectual Property is valid and enforceable in all
     material respects; no holding, decision, or judgment has been rendered in
     any action or proceeding before any court or administrative authority
     challenging the validity of, such Grantor's right to register, or such
     Grantor's rights to own or use, any Intellectual Property except as could
     not reasonably be expected to have a Material Adverse Effect and no such
     action or proceeding is pending or, to such Grantor's knowledge,
     threatened;

               (vi) the conduct of its business does not infringe upon any
     trademark, patent, copyright, trade secret or similar intellectual property
     right owned or controlled by a third party and no written claim has been
     made that the use of any material Intellectual Property owned or used by
     any Grantor (or any of its respective licensees) violates the asserted
     rights of any third party except, in each case, as could not reasonably be
     expected to have a Material Adverse Effect; and

               (vii) except for Permitted Liens or as otherwise permitted under
     the Credit Agreement, each Grantor has not made a previous assignment, sale
     or transfer constituting a present or future assignment, sale or transfer
     of any Intellectual Property for purposes of granting a security interest
     or as Collateral that has not been terminated or released. There is no
     effective financing statement or other document or instrument now executed,
     or on file or recorded in any public office, granting a security interest
     in or otherwise encumbering any part of the Intellectual Property, other
     than in favor of the Collateral Agent or Permitted Liens.

          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
as follows until the payment in full of the Secured Obligations and termination
of the Commitments:

               (i) it shall take all commercially reasonable steps in the United
     States Patent and Trademark Office, the United States Copyright Office, any
     state registry or any foreign counterpart of the foregoing, to pursue any
     application and maintain any registration of each Trademark, Patent, and
     Copyright owned by any Grantor, the maintenance of or registration of which
     is material to its business which is now or shall become included in the
     Intellectual Property including, but not limited to, those items on
     Schedule 4.7(A), (C) and (E) (as each may be amended or supplemented from
     time to time);

               (ii) it shall promptly (but, except in the case of (II) below, in
     no event more than thirty (30) days after any Grantor obtains knowledge
     thereof) report to the Collateral Agent (x) the filing of any application
     to register any Intellectual Property with the United States Patent and
     Trademark Office, the United States Copyright Office, or any state registry
     or foreign counterpart of the foregoing (whether such application is filed
     by such Grantor or through any agent, employee, licensee, or designee
     thereof) and (y) the registration of any Intellectual Property by any such
     office, in each case by executing and delivering to the Collateral Agent
     (I) a completed Pledge Supplement, together with all Supplements to
     Schedules thereto, and (II) upon the request of the Collateral Agent, an
     applicable Grant for recordation with respect thereto in the applicable
     intellectual property registries, including but not limited to the United
     States Patent and Trademark Office and the United States Copyright Office,
     provided, the failure of any Grantor to execute the Pledge Supplement or
     submit a Grant for recordation with respect to any additional Intellectual
     Property shall not impair the security interest of the Collateral Agent
     therein or otherwise adversely affect the rights and remedies of the
     Collateral Agent hereunder with respect thereto;

               (iii) except with the prior consent of the Collateral Agent or as
     permitted under the Credit Agreement, it shall not execute, and there will
     not be on file in any public office, any financing statement or other
     document or instruments, except financing statements or other documents or
     instruments filed or to be filed in favor of the Collateral Agent and it
     shall not sell, assign, transfer, license, grant any option, or create or
     suffer to exist any Lien upon or with respect to the Intellectual Property,
     except for Permitted Liens or as otherwise permitted under the Credit
     Agreement;


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               (iv) it shall hereafter use commercially reasonable efforts so as
     not to permit the inclusion in any contract to which it hereafter becomes a
     party of any provision that could or might in any way materially impair or
     prevent the creation of a security interest in, or the assignment of, such
     Grantor's rights and interests in any property included within the
     definitions of any Intellectual Property acquired under such contracts;

               (v) it shall take all commercially reasonable steps to protect
     the secrecy of all Trade Secrets relating to the products and services sold
     or delivered under or in connection with the Intellectual Property,
     including entering into confidentiality agreements with employees and
     labeling and restricting access to secret information and documents, except
     to the extent that a Trade Secret is no longer material or necessary to the
     business of such Grantor

               (vi) it shall continue to collect, at its own expense, all
     amounts due or to become due to such Grantor in respect of the Intellectual
     Property or any portion thereof. In connection with such collections, any
     Grantor may take (and, at the Collateral Agent's reasonable direction,
     shall take) such action as such Grantor or after the occurrence and during
     the continuance of an Event of Default, the Collateral Agent may deem
     reasonably necessary or advisable to enforce collection of such amounts.
     Notwithstanding the foregoing, the Collateral Agent shall have the right at
     any time after the occurrence and during the continuance of an Event of
     Default, to notify, or require any Grantor to notify, any obligors with
     respect to any such amounts of the existence of the security interest
     created hereby.

     4.8 COMMERCIAL TORT CLAIMS

          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that Schedule 4.8 (as
such schedule may be amended or supplemented from time to time) sets forth all
Commercial Tort Claims in excess of $250,000 individually or $1,000,000 in the
aggregate of each Grantor; and

          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that until the payment in full of the Secured Obligations and termination of all
Commitments with respect to any Commercial Tort Claim in excess of $250,000
individually or $1,000,000 in the aggregate hereafter arising it shall deliver
to the Collateral Agent a completed Pledge Supplement, together with all
Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
     GRANTORS.

     5.1 ACCESS; RIGHT OF INSPECTION. The Collateral Agent shall at reasonable
times with reasonable notice have full and free access during normal business
hours and without unreasonable disruption of business to all the books,
correspondence and records of each Grantor, and the Collateral Agent and its
representatives may examine the same, take extracts therefrom and make
photocopies thereof, and each Grantor agrees to render to the Collateral Agent,
at such Grantor's cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. The Collateral Agent and its
representatives shall at reasonable times with reasonable notice also have the
right during normal business hours and without unreasonable disruption of
business to enter any premises of each Grantor and inspect any property of each
Grantor where any of the Collateral of such Grantor granted pursuant to this
Agreement is located for the purpose of inspecting or exhibiting the same,
observing its use or otherwise protecting its interests therein. The Collateral
Agent shall (and shall cause all of its representatives to) keep all information
regarding the Grantors or obtained from any of the Grantors confidential in
accordance with Section 10.17 of the Credit Agreement.

     5.2 FURTHER ASSURANCES.

          (a) Each Grantor agrees that from time to time, at the expense of such
Grantor, that it shall promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that the Collateral Agent may reasonably request, in order to create and/or
maintain the validity, perfection or priority of and protect any security
interest granted or purported to be granted hereby or to enable the Collateral
Agent to exercise and enforce its rights and remedies hereunder with respect to
any Collateral. Without limiting the generality of the foregoing, each Grantor
shall:

               (i) file such financing or continuation statements, or amendments
     thereto, and execute and deliver such other agreements, instruments,
     endorsements, powers of attorney or notices, as may be necessary or
     desirable, or as the Collateral Agent may reasonably request, in order to
     perfect and preserve the security interests granted or purported to be
     granted hereby;


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               (ii) take all actions necessary to ensure the recordation of
     appropriate evidence of the liens and security interest granted hereunder
     in the Intellectual Property with any intellectual property registry in the
     United States which said Intellectual Property is registered or in which an
     application for registration is pending including, without limitation, the
     United States Patent and Trademark Office, the United States Copyright
     Office, the various Secretaries of State, and the foreign counterparts of
     any of the foregoing; and

               (iii) at the Collateral Agent's request, appear in and defend any
     action or proceeding that may affect such Grantor's title to or the
     Collateral Agent's security interest in all or any part of the Collateral.

          (b) Each Grantor hereby authorizes the Collateral Agent to file a
Record or Records, including, without limitation, financing or continuation
statements, and amendments thereto, in any jurisdictions and with any filing
offices as the Collateral Agent may determine, in its sole discretion, are
necessary or advisable to perfect the security interest granted to the
Collateral Agent herein. Such financing statements may describe the Collateral
in the same manner as described herein or may contain an indication or
description of collateral that describes such property in any other manner as
the Collateral Agent may determine, in its sole discretion, is necessary,
advisable or prudent to ensure the perfection of the security interest in the
Collateral granted to the Collateral Agent herein, including, without
limitation, describing such property as "all assets" or "all personal property,
whether now owned or hereafter acquired." Each Grantor shall furnish to the
Collateral Agent from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as the Collateral Agent may reasonably request, all in reasonable
detail.

          (c) Each Grantor hereby authorizes the Collateral Agent to modify this
Agreement after obtaining such Grantor's approval of or signature to such
modification by amending Schedule 4.7 (as such schedule may be amended or
supplemented from time to time) to include reference to any right, title or
interest in any existing Intellectual Property or any Intellectual Property
acquired or developed by any Grantor after the execution hereof or to delete any
reference to any right, title or interest in any Intellectual Property in which
any Grantor no longer has or claims any right, title or interest.

     5.3 ADDITIONAL GRANTORS. From time to time subsequent to the date hereof,
additional Persons may become parties hereto as additional Grantors (each, an
"ADDITIONAL GRANTOR"), by executing a Counterpart Agreement. Upon delivery of
any such counterpart agreement to the Collateral Agent, notice of which is
hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall
be as fully a party hereto as if Additional Grantor were an original signatory
hereto. Each Additional Grantor shall deliver to the Collateral Agent, together
with such Counterpart Agreement, a completed Pledge Supplement, together with
all Supplements to Schedules thereto, reflecting all personal property to which
it has rights that will be deemed Collateral pursuant to Section 2.1. Each
Grantor expressly agrees that its obligations arising hereunder shall not be
affected or diminished by the addition or release of any other Grantor
hereunder, nor by any election of the Collateral Agent not to cause any
Subsidiary of the Company to become an Additional Grantor hereunder. This
Agreement shall be fully effective as to any Grantor that is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Grantor hereunder.

SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

     6.1 POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the
Collateral Agent (such appointment being coupled with an interest) as such
Grantor's attorney-in-fact, with full authority in the place and stead of such
Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from
time to time in the Collateral Agent's reasonable discretion to take any action
and to execute any instrument that the Collateral Agent may deem reasonably
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation, the following:

          (a) upon the occurrence and during the continuance of any Event of
Default, to obtain and adjust insurance required to be maintained by such
Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

          (b) upon the occurrence and during the continuance of any Event of
Default, to ask for, demand, collect, sue for, recover, compound, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral;

          (c) upon the occurrence and during the continuance of any Event of
Default, to receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (b) above;


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          (d) upon the occurrence and during the continuance of any Event of
Default, to file any claims or take any action or institute any proceedings that
the Collateral Agent may deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce the rights of the Collateral Agent
with respect to any of the Collateral;

          (e) to prepare and file any UCC financing statements against such
Grantor as debtor;

          (f) to prepare, sign, and file for recordation in any intellectual
property registry, appropriate evidence of the lien and security interest
granted herein in the Intellectual Property in the name of such Grantor as
assignor;

          (g) upon the occurrence and during the continuance of any Event of
Default, to take or cause to be taken all actions necessary to perform or comply
or cause performance or compliance with the terms of this Agreement, including,
without limitation, to pay or discharge taxes or Liens (other than Permitted
Liens) levied or placed upon or threatened against the Collateral, the legality
or validity thereof and the amounts necessary to discharge the same to be
determined by the Collateral Agent in its sole discretion, any such payments
made by the Collateral Agent to become obligations of such Grantor to the
Collateral Agent, due and payable immediately without demand; and

          (h) upon the occurrence and during the continuance of any Event of
Default, generally to sell, transfer, pledge, make any agreement with respect to
or otherwise deal with any of the Collateral as fully and completely as though
the Collateral Agent were the absolute owner thereof for all purposes, and to
do, at the Collateral Agent's option and such Grantor's expense, at any time or
from time to time, all acts and things that the Collateral Agent deems
reasonably necessary to protect, preserve or realize upon the Collateral and the
Collateral Agent's security interest therein in accordance with the terms of
this Agreement, all as fully and effectively as such Grantor might do.

     6.2 NO DUTY ON THE PART OF COLLATERAL AGENT OR SECURED PARTIES. The powers
conferred on the Collateral Agent hereunder are solely to protect the interests
of the Secured Parties in the Collateral and shall not impose any duty upon the
Collateral Agent or any Secured Party to exercise any such powers. The
Collateral Agent and the Secured Parties shall be accountable only for amounts
that they actually receive as a result of the exercise of such powers, and
neither they nor any of their or their affiliates' officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their gross negligence or willful misconduct.

SECTION 7. REMEDIES.

     7.1 GENERALLY.

          (a) If any Event of Default shall have occurred and be continuing, the
Collateral Agent may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein or otherwise available to it at
law or in equity, all the rights and remedies of a secured party under the UCC
(whether or not the UCC applies to the affected Collateral) to collect, enforce
or satisfy any Secured Obligations then owing, whether by acceleration or
otherwise, and also may pursue any of the following separately, successively or
simultaneously:

               (i) require any Grantor to, and each Grantor hereby agrees that
     it shall at its expense and promptly upon request of the Collateral Agent
     forthwith, assemble all or part of the Collateral as directed by the
     Collateral Agent and make it available to the Collateral Agent at a place
     to be designated by the Collateral Agent that is reasonably convenient to
     both parties;

               (ii) enter onto the property where any Collateral is located and
     take possession thereof with or without judicial process;

               (iii) prior to the disposition of the Collateral, store, process,
     repair or recondition the Collateral or otherwise prepare the Collateral
     for disposition in any manner to the extent the Collateral Agent deems
     appropriate; and

               (iv) without notice except as specified below or under the UCC,
     sell, assign, lease, license (on an exclusive or nonexclusive basis) or
     otherwise dispose of the Collateral or any part thereof in one or more
     parcels at public or private sale, at any of the Collateral Agent's offices
     or elsewhere, for cash, on credit or for future delivery, at such time or
     times and at such price or prices and upon such other terms as the
     Collateral Agent may deem commercially reasonable.


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<PAGE>

          (b) The Collateral Agent or any Secured Party may be the purchaser of
any or all of the Collateral at any public or private (to the extent such
portion of the Collateral being privately sold is of a kind that is customarily
sold on a recognized market or the subject of widely distributed standard price
quotations) sale in accordance with the UCC and the Collateral Agent, as
collateral agent for and representative of the Secured Parties, shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such sale
made in accordance with the UCC, to use and apply any of the Secured Obligations
as a credit on account of the purchase price for any Collateral payable by the
Collateral Agent at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by applicable
law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall
be required by law, at least ten (10) days notice to such Grantor of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. The Collateral Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. Each Grantor agrees that it would not be commercially unreasonable
for the Collateral Agent to dispose of the Collateral or any portion thereof by
using Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so,
or that match buyers and sellers of assets. Each Grantor hereby waives any
claims against the Collateral Agent and the Secured Parties arising by reason of
the fact that the price at which any Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public
sale, even if the Collateral Agent accepts the first offer received and does not
offer such Collateral to more than one offeree. If the proceeds of any sale or
other disposition of the Collateral are insufficient to pay all the Secured
Obligations, Grantors shall be liable for the deficiency and the reasonable fees
of any attorneys employed by the Collateral Agent to collect such deficiency.
Each Grantor further agrees that a breach of any of the covenants contained in
this Section will cause irreparable injury to the Collateral Agent, that the
Collateral Agent has no adequate remedy at law in respect of such breach and, as
a consequence, that each and every covenant contained in this Section shall be
specifically enforceable against such Grantor, and such Grantor hereby waives
and agrees not to assert any defenses against an action for specific performance
of such covenants except for a defense that no default has occurred giving rise
to the Secured Obligations becoming due and payable prior to their stated
maturities. Nothing in this Section shall in any way alter the rights of the
Collateral Agent hereunder.

          (c) The Collateral Agent may sell the Collateral without giving any
warranties as to the Collateral. The Collateral Agent may specifically disclaim
or modify any warranties of title or the like. This procedure will not be
considered to adversely effect the commercial reasonableness of any sale of the
Collateral.

          (d) The Collateral Agent shall have no obligation to marshal any of
the Collateral.

     7.2 APPLICATION OF PROCEEDS. Except as expressly provided elsewhere in this
Agreement, all proceeds received by the Collateral Agent in respect of any sale,
any collection from, or other realization upon all or any part of the Collateral
shall be applied in full or in part by the Collateral Agent against, the Secured
Obligations in the following order of priority: first, to the payment of all
reasonable costs and expenses of such sale, collection or other realization,
including reasonable out-of-pocket expenses of the Collateral Agent paid or
payable to its agents and counsel, and all other expenses, liabilities and
advances made or incurred by the Collateral Agent in connection therewith, and
all amounts for which the Collateral Agent is entitled to indemnification
hereunder (in its capacity as the Collateral Agent and not as a Lender) and all
advances made by the Collateral Agent hereunder for the account of the
applicable Grantor, and to the payment of all costs and expenses paid or
incurred by the Collateral Agent in connection with the exercise of any right or
remedy hereunder or under the Credit Agreement, all in accordance with the terms
hereof or thereof; second, to the extent of any excess of such proceeds, to the
payment of all other Secured Obligations for the ratable benefit of the Lenders
and the Lender Counterparties; and third, to the extent of any excess of such
proceeds, to the payment to or upon the order of such Grantor or to whosoever
may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.

     7.3 SALES ON CREDIT. If Collateral Agent sells any of the Collateral upon
credit, Grantor will be credited only with payments actually made by purchaser
and received by Collateral Agent and applied to indebtedness of the purchaser.
In the event the purchaser fails to pay for the Collateral, Collateral Agent may
resell the Collateral and Grantor shall be credited with proceeds of the sale.


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     7.4 DEPOSIT ACCOUNTS.

     If any Event of Default shall have occurred and be continuing, the
Collateral Agent may apply the balance from any Deposit Account or instruct the
bank at which any Deposit Account is maintained to pay the balance of any
Deposit Account to or for the benefit of the Collateral Agent.

     7.5 INVESTMENT RELATED PROPERTY.

     Each Grantor recognizes that, by reason of certain prohibitions contained
in the Securities Act and applicable state securities laws, the Collateral Agent
may be compelled, with respect to any sale of all or any part of the Investment
Related Property conducted without prior registration or qualification of such
Investment Related Property under the Securities Act and/or such state
securities laws, to limit purchasers to those who will agree, among other
things, to acquire the Investment Related Property for their own account, for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges that any such private sale may be at prices and on terms
less favorable than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration
statement under the Securities Act) and, notwithstanding such circumstances,
each Grantor agrees that any such private sale shall be deemed to have been made
in a commercially reasonable manner and that the Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Investment Related Property for the period of time necessary to permit the
issuer thereof to register it for a form of public sale requiring registration
under the Securities Act or under applicable state securities laws, even if such
issuer would, or should, agree to so register it. If the Collateral Agent
determines to exercise its right to sell any or all of the Investment Related
Property, upon written request, each Grantor shall and shall cause each issuer
of any Pledged Stock to be sold hereunder, each partnership and each limited
liability company from time to time to furnish to the Collateral Agent all such
information as the Collateral Agent may request in order to determine the number
and nature of interest, shares or other instruments included in the Investment
Related Property which may be sold by the Collateral Agent in exempt
transactions under the Securities Act and the rules and regulations of the
Securities and Exchange Commission thereunder, as the same are from time to time
in effect.

     7.6 INTELLECTUAL PROPERTY.

          (a) Anything contained herein to the contrary notwithstanding, upon
the occurrence and during the continuation of an Event of Default:

               (i) the Collateral Agent shall have the right (but not the
     obligation) to bring suit or otherwise commence any action or proceeding in
     the name of any Grantor, the Collateral Agent or otherwise, in the
     Collateral Agent's sole discretion, to enforce any Intellectual Property,
     in which event such Grantor shall, at the request of the Collateral Agent,
     do any and all lawful acts and execute any and all documents required by
     the Collateral Agent in aid of such enforcement and such Grantor shall
     promptly, upon demand, reimburse and indemnify the Collateral Agent and the
     Secured Parties as provided in Section 10 hereof in connection with the
     exercise of its rights under this Section, and, to the extent that the
     Collateral Agent shall elect not to bring suit to enforce any Intellectual
     Property as provided in this Section, each Grantor agrees to use all
     commercially reasonable efforts, whether by action, suit, proceeding or
     otherwise, to prevent the infringement of any of the Intellectual Property
     by others;

               (ii) upon written demand from the Collateral Agent, each Grantor
     shall grant, assign, convey or otherwise transfer to the Collateral Agent
     an absolute assignment of all of such Grantor's right, title and interest
     in and to the Intellectual Property and shall execute and deliver to the
     Collateral Agent such documents as are necessary or appropriate to carry
     out the intent and purposes of this Agreement;

               (iii) each Grantor agrees that such an assignment and/or
     recording shall be applied to reduce the Secured Obligations outstanding
     only to the extent that the Collateral Agent (or any Secured Party)
     receives cash proceeds in respect of the sale of, or other realization
     upon, the Intellectual Property;


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<PAGE>

               (iv) within five (5) Business Days after written notice from the
     Collateral Agent, each Grantor shall make available to the Collateral
     Agent, to the extent within such Grantor's power and authority, such
     personnel in such Grantor's employ on the date of such Event of Default as
     the Collateral Agent may reasonably designate, by name, title or job
     responsibility, to permit such Grantor to continue, directly or indirectly,
     to produce, advertise and sell the products and services sold or delivered
     by such Grantor under or in connection with the Trademarks or Trademark
     Licenses, such persons to be available to perform their prior functions on
     the Collateral Agent's behalf and to be compensated by the Collateral Agent
     at such Grantor's expense on a per diem, pro-rata basis consistent with the
     salary and benefit structure applicable to each as of the date of such
     Event of Default; and

               (v) the Collateral Agent shall have the right to notify, or
     require each Grantor to notify, any obligors with respect to amounts due or
     to become due to such Grantor in respect of the Intellectual Property, of
     the existence of the security interest created herein, to direct such
     obligors to make payment of all such amounts directly to the Collateral
     Agent, and, upon such notification and at the expense of such Grantor, to
     enforce collection of any such amounts and to adjust, settle or compromise
     the amount or payment thereof, in the same manner and to the same extent as
     such Grantor might have done.

          (b) If (i) an Event of Default shall have occurred and, by reason of
cure, waiver, modification, amendment or otherwise, no longer be continuing,
(ii) no other Event of Default shall have occurred and be continuing, (iii) an
assignment or other transfer to the Collateral Agent of any rights, title and
interests in and to the Intellectual Property shall have been previously made
and shall have become absolute and effective, and (iv) the Secured Obligations
shall not have become immediately due and payable, upon the written request of
any Grantor, the Collateral Agent shall promptly execute and deliver to such
Grantor, at such Grantor's sole cost and expense, such assignments or other
transfer as may be necessary to reassign to such Grantor any such rights, title
and interests as may have been assigned to the Collateral Agent as aforesaid,
subject to any disposition thereof that may have been made by the Collateral
Agent; provided, after giving effect to such reassignment, the Collateral
Agent's security interest granted pursuant hereto, as well as all other rights
and remedies of the Collateral Agent granted hereunder, shall continue to be in
full force and effect; and provided further, the rights, title and interests so
reassigned shall be free and clear of any other Liens granted by or on behalf of
the Collateral Agent and the Secured Parties.

          (c) Solely for the purpose of enabling the Collateral Agent to
exercise rights and remedies under this Section 7 after an Event of Default has
occurred and is continuing and at such time as the Collateral Agent shall be
lawfully entitled to exercise such rights and remedies, each Grantor hereby
grants so long as an Event of Default has occurred and is continuing, to the
Collateral Agent, to the extent it has the right to do so, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to such Grantor), subject, in the case of Trademarks, to the grant
of sufficient rights to quality control and inspection in favor of such Grantor
to avoid the risk of invalidation of said Trademarks, to use, operate under,
license, or sublicense any Intellectual Property now owned or hereafter acquired
by such Grantor, and wherever the same may be located.

     7.7 CASH PROCEEDS. In addition to the rights of the Collateral Agent
specified in Section 4.3 with respect to payments of Receivables and Section
7.6(a)(v) with respect to payments in respect of Intellectual Property, all
proceeds of any Collateral received by any Grantor consisting of cash, checks
and other near-cash items (collectively, "CASH PROCEEDS") (i) except as
specified in clause (ii), shall be applied by such Grantor in a manner not
inconsistent with the Credit Agreement, and (ii) if an Event of Default shall
have occurred and be continuing, shall be held by such Grantor in trust for the
Collateral Agent, and if so directed by the Collateral Agent in writing, shall
segregate such Cash Proceeds from other funds of such Grantor, and shall,
following receipt of such written direction, forthwith upon receipt by such
Grantor, turn over to the Collateral Agent such Cash Proceeds in the exact form
received by such Grantor (duly indorsed by such Grantor to the Collateral Agent,
if required), which Cash Proceeds may, in the sole discretion of the Collateral
Agent, (A) be held by the Collateral Agent for the ratable benefit of the
Secured Parties, as collateral security for the Secured Obligations (whether
matured or unmatured) and/or (B) then or at any time thereafter may be applied
by the Collateral Agent against the Secured Obligations then due and owing.


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<PAGE>

SECTION 8. COLLATERAL AGENT.

          The Collateral Agent has been appointed to act as Collateral Agent
hereunder by Lenders and, by their acceptance of the benefits hereof, the other
Secured Parties. The Collateral Agent shall be obligated, and shall have the
right hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including,
without limitation, the release or substitution of Collateral), solely in
accordance with this Agreement and the Credit Agreement; provided, the
Collateral Agent shall, after payment in full of all Obligations under the
Credit Agreement and the other Credit Documents, exercise, or refrain from
exercising, any remedies provided for herein in accordance with the instructions
of the holders of a majority of the aggregate notional amount (or, with respect
to any Hedge Agreement that has been terminated in accordance with its terms,
the amount then due and payable (exclusive of expenses and similar payments but
including any early termination payments then due) under such Hedge Agreement)
under all Hedge Agreements. In furtherance of the foregoing provisions of this
Section, each Secured Party, by its acceptance of the benefits hereof, agrees
that it shall have no right individually to realize upon any of the Collateral
hereunder, it being understood and agreed by such Secured Party that all rights
and remedies hereunder may be exercised solely by the Collateral Agent for the
benefit of Secured Parties in accordance with the terms of this Section.
Collateral Agent shall at all times be the same Person that is Administrative
Agent under the Credit Agreement. Written notice of resignation by
Administrative Agent pursuant to subsection 9.7 of the Credit Agreement shall
also constitute notice of resignation as Collateral Agent under this Agreement;
removal of Administrative Agent pursuant to Section 9.7 of the Credit Agreement
shall also constitute removal of Collateral Agent under this Agreement and
appointment of a successor Administrative Agent pursuant to subsection 9.7 of
the Credit Agreement shall also constitute appointment of a successor Collateral
Agent under this Agreement. Upon the acceptance of any appointment as
Administrative Agent under subsection 9.7 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent under this Agreement. Upon the acceptance of
any appointment as Collateral Agent hereunder by a successor Collateral Agent,
that successor Collateral Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Collateral Agent under this Agreement, and the retiring or removed Collateral
Agent under this Agreement shall promptly (i) transfer to such successor
Collateral Agent all sums, Securities and other items of Collateral held
hereunder, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Collateral Agent under this Agreement, and (ii) execute and deliver to such
successor Collateral Agent or otherwise authorize the filing of such amendments
to financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Collateral Agent
of the security interests created hereunder, whereupon such retiring or removed
Collateral Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring or removed Collateral Agent's resignation or
removal hereunder as the Collateral Agent, the provisions of this Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it
under this Agreement while it was the Collateral Agent hereunder.

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

          This Agreement shall create a continuing security interest in the
Collateral and shall remain in full force and effect until the payment in full
of all Secured Obligations, the cancellation or termination of the Commitments
and the cancellation or expiration of all outstanding Letters of Credit (or the
cash collateralization thereof), be binding upon each Grantor, its successors
and assigns, and inure, together with the rights and remedies of the Collateral
Agent hereunder, to the benefit of the Collateral Agent and its successors,
transferees and assigns for the benefit and on behalf of the Secured Parties.
Without limiting the generality of the foregoing, but subject to the terms of
the Credit Agreement, any Lender may assign or otherwise transfer any Loans held
by it to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to Lenders herein or otherwise.
Upon the payment in full of all Secured Obligations, the cancellation or
termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit (or the cash collateralization thereof), the
security interest granted hereby (other than with respect to any cash
collateralization in respect of Letters of Credit) shall terminate hereunder and
of record and all rights to the Collateral shall revert to Grantors. Upon any
such termination the Collateral Agent shall, at Grantors' expense, reasonably
promptly upon request by Grantor, execute and deliver to Grantors such documents
as Grantors shall reasonably request to evidence such termination.


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<PAGE>

          If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Credit Agreement,
then the Collateral Agent, at the request and sole expense of such Grantor,
shall execute and deliver to such Grantor all releases or other documents
reasonably necessary or desirable for the release of the Liens created hereby or
by any other Credit Document on such Collateral. In the case of any such sale,
transfer or disposal of any property constituting Collateral in a transaction
not constituting an "Asset Sale" under (and as defined in the Credit Agreement)
the Liens created hereby on such property shall be automatically released
(without need for further action by any person or entity). At the request and
sole expense of the Company, a Guarantor Subsidiary shall be released from its
obligations hereunder and under any other Credit Document in the event that all
the Capital Stock or substantially all of the assets of such Subsidiary
Guarantor shall be sold, transferred or otherwise disposed of in a transaction
permitted by the Credit Agreement (including by way of merger or consolidation).

SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

          The powers conferred on the Collateral Agent hereunder are solely to
protect its interest, for the benefit and on behalf of the Secured Parties, in
the Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the exercise of reasonable care in the custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Collateral Agent shall have no duty as to any Collateral or as
to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own property.
Neither the Collateral Agent nor any of its directors, officers, employees or
agents shall be liable for failure to take or delay in taking action under this
Agreement except to the extent such delay or failure arises from the gross
negligence or willful misconduct of the Collateral Agent or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
any Grantor or otherwise. If any Grantor fails to perform any agreement
contained herein, the Collateral Agent may so long as an Event of Default has
occurred and is continuing itself perform, or cause performance of, such
agreement, and the expenses of the Collateral Agent incurred in connection
therewith shall be payable by each Grantor under Section 10.2 of the Credit
Agreement.

SECTION 11. MISCELLANEOUS.

          Any notice required or permitted to be given under this Agreement
shall be given in accordance with Section 10.1 of the Credit Agreement. No
failure or delay on the part of the Collateral Agent in the exercise of any
power, right or privilege hereunder or under any other Credit Document shall
impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other power, right or privilege. All rights and remedies existing under this
Agreement and the other Credit Documents are cumulative to, and not exclusive
of, any rights or remedies otherwise available. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists. This Agreement
shall be binding upon and inure to the benefit of the Collateral Agent and
Grantors and their respective successors and assigns. No Grantor shall, without
the prior written consent of the Collateral Agent given in accordance with the
Credit Agreement, assign any right, duty or obligation hereunder. This Agreement
and the other Credit Documents embody the entire agreement and understanding
between Grantors and the Collateral Agent and supersede all prior agreements and
understandings between such parties relating to the subject matter hereof and
thereof. Accordingly, the Credit Documents may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There
are no unwritten oral agreements between the parties. This Agreement may be
executed in one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATION LAWS).


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<PAGE>

     IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                        AUTOCAM CORPORATION


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        AUTOCAM-PAX, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        AUTOCAM SOUTH CAROLINA, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        AUTOCAM GREENVILLE, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        AUTOCAM ACQUISITION, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        AUTOCAM LASER TECHNOLOGIES, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                      115

<PAGE>

                                        AUTOCAM-HAR, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        AUTOCAM INTERNATIONAL, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        AUTOCAM INTERNATIONAL SALES CORPORATION


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        TITAN HOLDINGS, INC.


                                        By: /s/ Warren A. Veltman
                                            ------------------------------------
                                        Name: Warren A. Veltman
                                        Title: Treasurer and Secretary


                                        CITICORP NORTH AMERICA, INC.,
                                        as the Collateral Agent


                                        By: /s/ David Bouton
                                            ------------------------------------
                                        Name: David Bouton
                                        Title: Vice President


                                      116
</TEXT>
</DOCUMENT>
