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                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

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                               SECURITY AGREEMENT

                                      among

                                RBS GLOBAL, INC.

                              REXNORD CORPORATION,

                    CERTAIN SUBSIDIARIES OF RBS GLOBAL, INC.

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                               as COLLATERAL AGENT


                        --------------------------------

                          Dated as of November 25, 2002

                        --------------------------------


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                                TABLE OF CONTENTS

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ARTICLE I SECURITY INTERESTS..............................................................................2

     1.1. Grant of Security Interests.....................................................................2
     1.2. Power of Attorney...............................................................................3

ARTICLE II GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS..............................................4

     2.1. Necessary Filings...............................................................................4
     2.2. No Liens........................................................................................4
     2.3. Other Financing Statements......................................................................4
     2.4. Chief Executive Office, Record Locations........................................................5
     2.5. Location of Inventory and Equipment.............................................................5
     2.6. Trade Names; Etc................................................................................5
     2.7. Certain Significant Transactions................................................................5
     2.8. Collateral in the Possession of a Bailee........................................................5
     2.9. Recourse........................................................................................5

ARTICLE III SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND
              CERTAIN OTHER COLLATERAL....................................................................5

     3.1. Maintenance of Records..........................................................................5
     3.2. Direction to Account Debtors; Contracting Parties; etc..........................................6
     3.3. Modification of Terms; etc......................................................................6
     3.4. Collection......................................................................................6
     3.5. Instruments.....................................................................................7
     3.6. Assignors Remain Liable Under Accounts..........................................................7
     3.7. Assignors Remain Liable Under Contracts.........................................................7
     3.8. Letter-of-Credit Rights.........................................................................8
     3.9. Commercial Tort Claims..........................................................................8
     3.10. Chattel Paper..................................................................................8
     3.11. Further Actions................................................................................8

ARTICLE IV SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES......................................8

     4.1. Additional Representations and Warranties.......................................................8
     4.2. Licenses and Assignments........................................................................9
     4.3. Infringements...................................................................................9
     4.4. Preservation of Marks and Domain Names..........................................................9
     4.5. Maintenance of Registration.....................................................................9
     4.6. Future Registered Marks and Domain Names.......................................................10
     4.7. Remedies.......................................................................................10
</Table>

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<Table>
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ARTICLE V SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS............................10

     5.1. Additional Representations and Warranties......................................................10
     5.2. Licenses and Assignments.......................................................................11
     5.3. Infringements..................................................................................11
     5.4. Maintenance of Patents or Copyrights...........................................................11
     5.5. Prosecution of Patent or Copyright Applications................................................11
     5.6. Other Patents and Copyrights...................................................................11
     5.7. Remedies.......................................................................................12

ARTICLE VI PROVISIONS CONCERNING ALL COLLATERAL..........................................................12

     6.1. Protection of Collateral Agent's Security......................................................12
     6.2. Warehouse Receipts Non-Negotiable..............................................................12
     6.3. Additional Information.........................................................................12
     6.4. Further Actions................................................................................13
     6.5. Financing Statements...........................................................................13

ARTICLE VII REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT..............................................13

     7.1. Remedies; Obtaining the Collateral Upon an Event of Default....................................13
     7.2. Remedies; Disposition of the Collateral........................................................14
     7.3. Waiver of Claims...............................................................................15
     7.4. Application of Proceeds........................................................................16
     7.5. Remedies Cumulative............................................................................18
     7.6. Discontinuance of Proceedings..................................................................18

ARTICLE VIII INDEMNITY...................................................................................19

     8.1. Indemnity......................................................................................19
     8.2. Indemnity Obligations Secured by Collateral; Survival..........................................20

ARTICLE IX DEFINITIONS...................................................................................20

ARTICLE X MISCELLANEOUS..................................................................................27

     10.1. Notices.......................................................................................27
     10.2. Waiver; Amendment.............................................................................28
     10.3. Obligations Absolute..........................................................................28
     10.4. Successors and Assigns........................................................................28
     10.5. Headings Descriptive..........................................................................28
     10.6. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL........................29
     10.7. Assignor's Duties.............................................................................30
     10.8. Termination; Release..........................................................................30
     10.9. Counterparts..................................................................................31
     10.10. Severability.................................................................................31
     10.11. The Collateral Agent and the other Secured Creditors.........................................31
     10.12. Additional Assignors.........................................................................31
</Table>

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<Caption>
                                                                                                       Page
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<S>       <C>                                                                                           <C>
ANNEX A   Schedule of Chief Executive Offices Address(es) of Chief Executive
          Office
ANNEX B   Schedule of Inventory and Equipment Locations
ANNEX C   Schedule of Trade and Fictitious Names
ANNEX D   Description of Certain Significant Transactions Occurring Within One
          Year Prior to the Date of the Security Agreement
ANNEX E   Schedule of Commercial Tort Claims
ANNEX F   Schedule of Marks Applications; and Internet Domain Name Registrations
ANNEX G   Schedule of Patents
ANNEX H   Schedule of Copyrights
ANNEX I   Grant of Security Interest in United States Trademarks
ANNEX J   Grant of Security Interest in United States Patents
ANNEX K   Grant of Security Interest in United States Copyrights
</Table>

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                                                                  EXECUTION COPY

                               SECURITY AGREEMENT

          SECURITY AGREEMENT, dated as of November 25, 2002, made by each of the
undersigned assignors (each an "Assignor" and, together with any other entity
that becomes an assignor hereunder pursuant to Section 10.12 hereof, the
"Assignors") in favor of Deutsche Bank Trust Company Americas, as collateral
agent (together with any successor collateral agent, the "Collateral Agent"),
for the benefit of the Secured Creditors (as defined below)). Certain
capitalized terms as used herein are defined in Article IX hereof. Except as
otherwise defined herein, all other capitalized terms used herein and defined in
the Credit Agreement (as defined below) shall be used herein as therein defined.

                              W I T N E S S E T H:

          WHEREAS, RBS Global, Inc. ("Holdings"), Rexnord Corporation (the
"Borrower"), the lenders party thereto from time to time (the "Lenders"),
Deutsche Bank Trust Company Americas, as administrative agent (together with any
successor administrative agent, the "Administrative Agent"), General Electric
Capital Corporation and Wachovia Bank, National Association, as Co-Documentation
Agents, and Deutsche Bank Securities Inc. and Credit Suisse First Boston, acting
through its Cayman Islands Branch, as Joint Lead Arrangers and Joint Book
Runners, have entered into a Credit Agreement, dated as of November 25, 2002 (as
amended, modified or supplemented from time to time, the "Credit Agreement"),
providing for the making of Loans to, and the issuance of, and participation in
Letters of Credit for the account of the Borrower, all as contemplated therein
(the Lenders, each Letter of Credit Issuer, and each Agent are herein called the
"Lender Creditors");

          WHEREAS, the Borrower and one or more of its Subsidiaries may at any
time and from time to time enter into one or more Interest Rate Protection
Agreements (each such Interest Rate Protection Agreement, except to the extent
expressly stated therein that the liabilities and indebtedness thereunder are
not "Obligations" for the purposes of this Agreement, a "Covered Agreement" and,
collectively, the "Covered Agreements") with one or more Lenders or any
affiliate thereof (each such Lender or affiliate party to any such Covered
Agreement, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender or
affiliate's successors and assigns, if any, collectively, the "Other Creditors"
and, together with the Lender Creditors, the "Secured Creditors");

          WHEREAS, pursuant to the Subsidiaries Guaranty, Intermediate Holdco
(to the extent created) and each Subsidiary Guarantor has jointly and severally
guaranteed to the Secured Creditors the payment when due of all Guaranteed
Obligations as described therein;

          WHEREAS, it is a condition precedent to the making of Loans to, and
the issuance of, and participation in, Letters of Credit for the account of, the
Borrower under the Credit Agreement and to the Other Creditors entering into
Covered Agreements that each Assignor shall have executed and delivered to the
Collateral Agent this Agreement; and

          WHEREAS, each Assignor will obtain benefits from the incurrence of
Loans by and the issuance of, and participation in Letters of Credit for the
account of the Borrower under

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the Credit Agreement and the entering into by the Borrower and/or one or more of
its Subsidiaries of the Covered Agreements and, accordingly, desires to execute
this Agreement in order to satisfy the condition described in the preceding
paragraph and to induce the Lenders to make Loans to the Borrower and the Other
Creditors to enter into the Covered Agreements with the Borrower and/or one or
more of its Subsidiaries;

          NOW, THEREFORE, in consideration of the benefits accruing to each
Assignor, the receipt and sufficiency of which are hereby acknowledged, each
Assignor hereby makes the following representations and warranties to the
Collateral Agent for the benefit of the Secured Creditors and hereby covenants
and agrees with the Collateral Agent for the benefit of the Secured Creditors as
follows:

                                    ARTICLE I

                               SECURITY INTERESTS

          1.1. GRANT OF SECURITY INTERESTS. (a) As security for the prompt and
complete payment and performance when due of all of its Obligations, each
Assignor does hereby pledge and grant to the Collateral Agent, for the benefit
of the Secured Creditors, a continuing security interest (subject to those Liens
permitted to exist with respect to Collateral pursuant to the terms of all
Secured Debt Agreements then in effect) in all of the right, title and interest
of such Assignor in, to and under all of the following personal property and
fixtures (and all rights therein) of such Assignor, or in which or to which such
Assignor has any rights, in each case, whether now existing or hereafter from
time to time acquired:

          (i)     each and every Account;

          (ii)    all cash;

          (iii)   the Cash Collateral Account and all monies, securities,
Instruments and other investments deposited or required to be deposited in the
Cash Collateral Account;

          (iv)    all Chattel Paper (including, without limitation, all Tangible
Chattel Paper and all Electronic Chattel Paper);

          (v)     all Commercial Tort Claims (including all Commercial Tort
Claims described in Annex H hereto);

          (vi)    all computer programs of such Assignor and all intellectual
property rights therein and all other proprietary information of such Assignor,
including, but not limited to Domain Names and Trade Secret Rights;

          (vii)   all Contracts, together with all Contract Rights arising
thereunder;

          (viii)  all Copyrights;

          (ix)    all Equipment;

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          (x)     all Documents;

          (xi)    all General Intangibles;

          (xii)   all Goods;

          (xiii)  all Instruments;

          (xiv)   all Inventory;

          (xv)    all Investment Property;

          (xvi)   all Letter-of-Credit Rights (whether or not the respective
letter of credit is evidenced by a writing);

          (xvii)  all Marks, together with the registrations and right to all
renewals thereof, and the goodwill of the business of such Assignor symbolized
by the Marks;

          (xviii) all Patents;

          (xix)   all Permits;

          (xx)    all Software and all Software licensing rights, all writings,
plans, specifications and schematics, all engineering drawings, customer lists,
goodwill and licenses, and all recorded data of any kind or nature, regardless
of the medium of recording;

          (xxi)   all Supporting Obligations; and

          (xxii)  all Proceeds and products of any and all of the foregoing (all
of the above, the "Collateral").

          (b)     The security interest of the Collateral Agent under this
Agreement extends to all Collateral which any Assignor may acquire, or with
respect to which any Assignor may obtain rights, at any time during the term of
this Agreement.

          (c)     Notwithstanding anything to the contrary contained herein, the
Collateral shall at no time include any items which would at such time
constitute Excluded Collateral.

          1.2. POWER OF ATTORNEY. Each Assignor hereby constitutes and appoints
the Collateral Agent its true and lawful attorney, irrevocably, with full power
after the occurrence of and during the continuance of an Event of Default (in
the name of such Assignor or otherwise) to act, require, demand, receive,
compound and give acquittance for any and all moneys and claims for moneys due
or to become due to such Assignor under or arising out of the Collateral, to
endorse any checks or other instruments or orders in connection therewith and to
file any claims or take any action or institute any proceedings which the
Collateral Agent may deem to be necessary or advisable to protect the interests
of the Secured Creditors, which appointment as attorney is coupled with an
interest.

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                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Assignor represents, warrants and covenants, which representations,
warranties and covenants shall survive execution and delivery of this Agreement,
as follows:

          2.1. NECESSARY FILINGS. All filings, registrations, recordings and
other actions necessary or appropriate to create, preserve and perfect the
security interest granted by such Assignor to the Collateral Agent hereby in
respect of the Collateral have been (or in the case of the filing of financing
statements, within 10 days following the Initial Borrowing Date shall have been)
accomplished and the security interest granted to the Collateral Agent pursuant
to this Agreement in and to the Collateral creates a valid, and together with
all such filings, registrations, recordings and other actions, a perfected
security interest therein prior to the rights of all other Persons therein and
subject to no other Liens (other than Permitted Liens) and is entitled to all
the rights, priorities and benefits afforded by the UCC or other relevant law as
enacted in any relevant jurisdiction to perfected security interests, in each
case to the extent that the Collateral consists of the type of property in which
a security interest may be perfected by possession or control (within the
meaning of the UCC as in effect on the date hereof in the State of New York), by
filing a financing statement under the UCC as enacted in any relevant
jurisdiction or by a filing of a Grant of Security Interest in the respective
form attached hereto in the United States Patent and Trademark Office or in the
United States Copyright Office; it being understood and agreed that this Section
2.1 shall not be breached as a result of the respective Assignor not delivering
to the Collateral Agent an Instrument not required to be so delivered pursuant
to Section 3.5 of this Agreement or not entering into a "control agreement" with
respect to any cash held by such Assignor.

          2.2. NO LIENS. Such Assignor is, and as to all Collateral acquired by
it from time to time after the date hereof such Assignor will be, the owner of
all Collateral free from any Lien, security interest, encumbrance or other
right, title or interest of any Person (other than Permitted Liens), and such
Assignor shall defend the Collateral against all claims and demands of all
Persons (other than holders of Permitted Liens) at any time claiming the same or
any interest therein adverse to the Collateral Agent.

          2.3. OTHER FINANCING STATEMENTS. As of the date hereof, there is no
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Collateral (other than financing statements (x) filed in respect of
Permitted Liens or (y) with respect to which the Collateral Agent shall have
received termination statements (Form UCC-3) or such other termination statement
as shall be required by local law authorized for filing)), and so long as the
Termination Date has not occurred, such Assignor will not execute or authorize
to be filed in any public office any financing statement (or similar statement
or instrument of registration under the law of any jurisdiction) or statements
relating to the Collateral, except financing statements filed or to be filed in
respect of and covering the security interests granted hereby by such Assignor
or in connection with Permitted Liens.

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          2.4. CHIEF EXECUTIVE OFFICE, RECORD LOCATIONS. The chief executive
office of such Assignor is, on the date of this Agreement, located at the
address indicated on Annex A hereto for such Assignor. During the period of the
four calendar months preceding the date of this Agreement, the chief executive
office of such Assignor has not been located at any address other than that
indicated on Annex A in accordance with the immediately preceding sentence, in
each case unless each such other address is also indicated on Annex A hereto for
such Assignor.

          2.5. LOCATION OF INVENTORY AND EQUIPMENT. All Inventory and Equipment
having a value in excess of $1,000,000 held on the date hereof, or held at any
time during the four calendar months prior to the date hereof, by each Assignor
is located at one of the locations shown on Annex B hereto for such Assignor.

          2.6. TRADE NAMES; ETC. As of the date hereof, such Assignor has or
operates in any jurisdiction under, or in the preceding twelve months has had or
has operated in any jurisdiction under, no trade names, fictitious names or
other names except its legal name and such other trade or fictitious names as
are listed on Annex C hereto for such Assignor.

          2.7. CERTAIN SIGNIFICANT TRANSACTIONS. During the one year period
preceding the date of this Agreement, no Person shall have merged or
consolidated with or into any Assignor, and no Person shall have liquidated
into, or transferred all or substantially all of its assets to, any Assignor, in
each case except as described in Annex D hereto.

          2.8. COLLATERAL IN THE POSSESSION OF A BAILEE. If any Inventory or
other Goods having an aggregate value in excess of $2,000,000 are at any time in
the possession of a bailee, the such Assignor shall promptly notify the
Collateral Agent thereof and, if requested by the Collateral Agent, shall use
commercially reasonable efforts to promptly obtain an acknowledgment from such
bailee, in form and substance reasonably satisfactory to the Collateral Agent,
that the bailee holds such Collateral for the benefit of the Collateral Agent
and shall act upon the instructions of the Collateral Agent, without the further
consent of the such Assignor. The Collateral Agent agrees with such Assignor
that the Collateral Agent shall not give any such instructions unless an Event
of Default has occurred and is continuing or would occur after taking into
account any action by the respective Assignor with respect to any such bailee.

          2.9. RECOURSE. This Agreement is made with full recourse to each
Assignor and pursuant to and upon all the warranties, representations, covenants
and agreements on the part of such Assignor contained herein, in the Secured
Debt Agreements and otherwise in writing in connection herewith or therewith.

                                   ARTICLE III

            SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS;
             INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL

          3.1. MAINTENANCE OF RECORDS. Each Assignor will keep and maintain at
its own cost and expense, and in accordance with industry practices, accurate
and complete records of its Accounts and Contracts, including records of all
payments received, all credits granted thereon,

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all merchandise returned and all other dealings therewith. Upon the occurrence
and during the continuance of an Event of Default and at the request of the
Collateral Agent, such Assignor shall, at its own cost and expense, deliver all
tangible evidence of its Accounts and Contract Rights (including, without
limitation, all documents evidencing the Accounts and all Contracts) and such
books and records to the Collateral Agent or to its representatives (copies of
which evidence and books and records may be retained by such Assignor). Upon the
occurrence and during the continuance of an Event of Default and if the
Collateral Agent so directs, such Assignor shall legend, in form and manner
reasonably satisfactory to the Collateral Agent, the Accounts and the Contracts,
as well as books, records and documents (if any) of such Assignor evidencing or
pertaining to such Accounts and Contracts with an appropriate reference to the
fact that such Accounts and Contracts have been assigned to the Collateral Agent
and that the Collateral Agent has a security interest therein.

          3.2. DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES; ETC. Upon the
occurrence and during the continuance of an Event of Default, if the Collateral
Agent so directs any Assignor, such Assignor agrees (x) that the Collateral
Agent may, at its option, directly notify (and upon the request of the
Collateral Agent, the respective Assignor shall notify) the obligors with
respect to any Accounts and/or under any Contracts to make payments with respect
thereto directly to the Cash Collateral Account and (y) that the Collateral
Agent may enforce collection of any such Accounts and Contracts and may adjust,
settle or compromise the amount of payment thereof, in the same manner and to
the same extent as such Assignor. Without notice to or assent by any Assignor,
the Collateral Agent may, upon the occurrence and during the continuance of an
Event of Default, apply any or all amounts then in, or thereafter deposited in,
the Cash Collateral Account toward the payment of the Obligations in the manner
provided in Section 7.4 of this Agreement. The reasonable costs and expenses of
collection (including reasonable attorneys' fees), whether incurred by an
Assignor or the Collateral Agent, shall be borne by the relevant Assignor. The
Collateral Agent shall deliver a copy of each notice referred to in the
preceding clause (x) to the relevant Assignor, PROVIDED that (x) the failure by
the Collateral Agent to so notify such Assignor shall not affect the
effectiveness of such notice or the other rights of the Collateral Agent created
by this Section 3.2 and (y) no such notice shall be required if an Event of
Default of the type described in Section 9.05 of the Credit Agreement has
occurred and is continuing.

          3.3. MODIFICATION OF TERMS; ETC. Except in accordance with such
Assignor's ordinary course of business and consistent with reasonable business
judgment or as permitted by Section 3.4 or the Credit Agreement, no Assignor
shall rescind or cancel any indebtedness evidenced by any Account or under any
Contract, or modify any material term thereof or make any material adjustment
with respect thereto, or extend or renew the same, or compromise or settle any
material dispute, claim, suit or legal proceeding relating thereto, or sell any
Account or Contract, or interest therein, without the prior written consent of
the Collateral Agent. No Assignor will do anything to impair the rights of the
Collateral Agent in the Accounts or Contracts.

          3.4. COLLECTION. Each Assignor shall endeavor in accordance with
reasonable business practices to cause to be collected from the account debtor
named in each of its Accounts or obligor under any Contract, as and when due
(including, without limitation, amounts which are delinquent, such amounts to be
collected in accordance with generally accepted lawful

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collection procedures) any and all amounts owing under or on account of such
Account or Contract, and apply forthwith upon receipt thereof all such amounts
as are so collected to the outstanding balance of such Account or under such
Contract. Except as otherwise directed by the Collateral Agent after the
occurrence and during the continuation of an Event of Default, any Assignor may
allow in the ordinary course of business as adjustments to amounts owing under
its Accounts and Contracts (i) an extension or renewal of the time or times of
payment, or settlement for less than the total unpaid balance, which such
Assignor finds appropriate in accordance with reasonable business judgment and
(ii) a refund or credit due as a result of returned or damaged merchandise or
improperly performed services or for other reasons which such Assignor finds
appropriate in accordance with reasonable business judgment. The reasonable
costs and expenses (including, without limitation, reasonable attorneys' fees)
of collection, whether incurred by an Assignor or the Collateral Agent, shall be
borne by the relevant Assignor.

          3.5. INSTRUMENTS. If any Assignor owns or acquires any Instrument in
excess of $2,000,000 constituting Collateral (other than Cash Equivalents,
Foreign Cash Equivalents, checks and other payment instruments received and
collected in the ordinary course of business), such Assignor will within 20
Business Days notify the Collateral Agent thereof, and upon request by the
Collateral Agent will promptly deliver such Instrument to the Collateral Agent
appropriately endorsed to the order of the Collateral Agent.

          3.6. ASSIGNORS REMAIN LIABLE UNDER ACCOUNTS. Anything herein to the
contrary notwithstanding, the Assignors shall remain liable under each of the
Accounts all in accordance with the terms of any agreement giving rise to such
Accounts. Neither the Collateral Agent nor any other Secured Creditor shall have
any obligation or liability under any Account (or any agreement giving rise
thereto) by reason of or arising out of this Agreement or the receipt by the
Collateral Agent or any other Secured Creditor of any payment relating to such
Account pursuant hereto, nor shall the Collateral Agent or any other Secured
Creditor be obligated in any manner to perform any of the obligations of any
Assignor under or pursuant to any Account (or any agreement giving rise
thereto), to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by them or as to the sufficiency of any
performance by any party under any Account (or any agreement giving rise
thereto), to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to them or to which they may be entitled at any time or times.

          3.7. ASSIGNORS REMAIN LIABLE UNDER CONTRACTS. Anything herein to the
contrary notwithstanding, the Assignors shall remain liable under each of the
Contracts all in accordance with and pursuant to the terms and provisions of
each Contract. Neither the Collateral Agent nor any other Secured Creditor shall
have any obligation or liability under any Contract by reason of or arising out
of this Agreement or the receipt by the Collateral Agent or any other Secured
Creditor of any payment relating to such Contract pursuant hereto, nor shall the
Collateral Agent or any other Secured Creditor be obligated in any manner to
perform any of the obligations of any Assignor under or pursuant to any
Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any performance by any party under any Contract, to present or
file any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to them or to which they may
be entitled at any time or times.

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          3.8. LETTER-OF-CREDIT RIGHTS. If any Assignor is at any time a
beneficiary under a letter of credit with a stated amount of $2,000,000 or more,
such Assignor shall promptly notify the Collateral Agent thereof and, at the
request of the Collateral Agent, such Assignor shall, pursuant to an agreement
in form and substance reasonably satisfactory to the Collateral Agent, use
commercially reasonable efforts to either (i) arrange for the issuer and any
confirmer of such letter of credit to consent to an assignment to the Collateral
Agent of the proceeds of any drawing under such letter of credit or (ii) arrange
for the Collateral Agent to become the transferee beneficiary of such letter of
credit, with the Collateral Agent agreeing, in each case, that the proceeds of
any drawing under the letter of credit are to be applied as provided in this
Agreement after the occurrence and during the continuance of an Event of
Default.

          3.9. COMMERCIAL TORT CLAIMS. All Commercial Tort Claims of each
Assignor in existence on the date of this Agreement are described in Annex E
hereto. If any Assignor shall at any time after the date of this Agreement
acquire a Commercial Tort Claim in an amount (calculated based on the reasonably
estimated value thereof) of $2,000,000 or more, such Assignor shall promptly
notify the Collateral Agent thereof in a writing signed by such Assignor and
describing the details thereof and shall grant to the Collateral Agent in such
writing a security interest therein and in the proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance
reasonably satisfactory to the Collateral Agent.

          3.10. CHATTEL PAPER. Upon the request of the Collateral Agent made at
any time when an Event of Default exists and is continuing, each Assignor shall
promptly furnish to the Collateral Agent a list of all Electronic Chattel Paper
held or owned by such Assignor. Furthermore, if requested by the Collateral
Agent at any time when an Event of Default exists and is continuing, each
Assignor shall promptly take all actions which are reasonably practicable so
that the Collateral Agent has "control" of all Electronic Chattel Paper in
accordance with the requirements of Section 9-105 of the UCC. Each Assignor will
promptly (and in any event within 15 days) following any request made by the
Collateral Agent at any time when an Event of Default exists and is continuing,
deliver all of its Tangible Chattel Paper to the Collateral Agent.

          3.11. FURTHER ACTIONS. Each Assignor will, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such vouchers, invoices, schedules, confirmatory assignments,
financing statements, transfer endorsements, certificates, reports and other
assurances or instruments and take such further steps (including, at any time
when an Event of Default exists and is continuing, any and all actions as may be
necessary or required under the Federal Assignment of Claims Act, but excluding
steps to establish "control" over cash of an Assignor), relating to its
Accounts, Contracts, Instruments and other property or rights covered by the
security interest hereby granted, as the Collateral Agent may reasonably
require.

                                   ARTICLE IV

            SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES

          4.1. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Each Assignor
represents and warrants that, as of date hereof, it is the true and lawful owner
of or otherwise has the right to use

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the registered Marks and Domain Names listed in Annex F hereto for such Assignor
and that said listed Marks and Domain Names include all United States marks and
applications for United States marks registered in the United States Patent and
Trademark Office and all Domain Names that such Assignor owns or uses in
connection with its business as of the date hereof. Each Assignor represents and
warrants that it owns, is licensed to use or otherwise has the right to use, all
material Marks and material Domain Names that it uses. Each Assignor further
warrants that it has no knowledge of any third party claim received by it that
any aspect of such Assignor's present or contemplated business operations
infringes or will infringe any trademark, service mark or trade name of any
other Person other than is not, either individually or in the aggregate,
reasonably expected to have a Material Adverse Effect. All U.S. trademark
registrations and applications and Domain Name registrations listed in Annex F
hereto are, as of date hereof, valid, subsisting, have not been canceled, and
except as set forth on Annex F, no Assignor is aware of any third-party claim
that any of said registrations is invalid or unenforceable or is aware that
there is any reason that any of said registrations is invalid or unenforceable,
or is aware that there is any reason that any of said applications will not
mature into registrations. Each Assignor hereby grants to the Collateral Agent
an absolute power of attorney to sign, upon the occurrence and during the
continuance of an Event of Default, any document which may be required by the
United States Patent and Trademark Office or similar registrar in order to
effect an absolute assignment of all right, title and interest in each Mark
and/or Domain Name, and record the same.

          4.2. LICENSES AND ASSIGNMENTS. Except as otherwise permitted by the
Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any
right under any Mark or Domain Name absent prior written approval of the
Collateral Agent.

          4.3. INFRINGEMENTS. Each Assignor agrees, promptly upon learning
thereof, to notify the Collateral Agent in writing of the name and address of,
and to furnish such pertinent information that may be available with respect to,
any party who such Assignor believes is, or may be, infringing or diluting or
otherwise violating any of such Assignor's rights in and to any Mark or Domain
Name in any manner that could reasonably be expected to have a Material Adverse
Effect, or with respect to any party claiming that such Assignor's use of any
Mark or Domain Name material to such Assignor's business violates in any
material respect any property right of that party. Each Assignor further agrees
to prosecute diligently in accordance with reasonable business practices any
Person infringing any Mark or Domain Name in any manner that could reasonably be
expected to have a Material Adverse Effect.

          4.4. PRESERVATION OF MARKS AND DOMAIN NAMES. Each Assignor agrees to
use its domestic Marks and Domain Names which are material to such Assignor's
business in interstate commerce during the time in which this Agreement is in
effect and to take all such other actions as are reasonably necessary to
preserve such Marks as trademarks or service marks under the laws of the United
States (other than any such Marks which are no longer used or useful in its
business or operations).

          4.5. MAINTENANCE OF REGISTRATION. Except to the extent the aggregate
effect of all such failures to maintain such abandonments is not reasonably
expected to have a Material Adverse Effect, each Assignor shall, at its own
expense, diligently process all documents reasonably required to maintain all
Mark and/or Domain Name registrations, including but not limited

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to affidavits of use and applications for renewals of registration in the United
States Patent and Trademark Office for all of its material registered Marks, and
shall pay all fees and disbursements in connection therewith and shall not
abandon any such filing of affidavit of use or any such application of renewal
prior to the exhaustion of all administrative and judicial remedies without
prior written consent of the Collateral Agent (other than with respect to
registrations and applications deemed by such Assignor in its reasonable
business judgment to be no longer prudent to pursue).

          4.6. FUTURE REGISTERED MARKS AND DOMAIN NAMES. If any Mark
registration is issued hereafter to any Assignor as a result of any application
now or hereafter pending before the United States Patent and Trademark Office or
any Domain Name is registered by any Assignor, within 30 days of receipt of such
certificate or similar indicia of ownership, such Assignor shall deliver to the
Collateral Agent a copy of such registration certificate or similar indicia of
ownership, and a grant of a security interest in such Mark and/or Domain Name,
to the Collateral Agent and at the expense of such Assignor, confirming the
grant of a security interest in such Mark and/or Domain Name to the Collateral
Agent hereunder, the form of such security to be substantially in the form of
Annex I hereto or in such other form as may be reasonably satisfactory to the
Collateral Agent.

          4.7. REMEDIES. If an Event of Default shall occur and be continuing,
the Collateral Agent may, by written notice to the relevant Assignor, take any
or all of the following actions: (i) declare the entire right, title and
interest of such Assignor in and to each of the Marks and Domain Names, together
with all trademark rights and rights of protection to the same, vested in the
Collateral Agent for the benefit of the Secured Creditors, in which event such
rights, title and interest shall immediately vest, in the Collateral Agent for
the benefit of the Secured Creditors, and the Collateral Agent shall be entitled
to exercise the power of attorney referred to in Section 4.1 hereof to execute,
cause to be acknowledged and notarized and record said absolute assignment with
the applicable agency or registrar; (ii) take and use or sell the Marks or
Domain Names and the goodwill of such Assignor's business symbolized by the
Marks or Domain Names and the right to carry on the business and use the assets
of such Assignor in connection with which the Marks or Domain Names have been
used; and (iii) direct such Assignor to refrain, in which event such Assignor
shall refrain, from using the Marks or Domain Names in any manner whatsoever,
directly or indirectly, and such Assignor shall execute such further documents
that the Collateral Agent may reasonably request to further confirm this and to
transfer ownership of the Marks or Domain Names and registrations and any
pending trademark applications in the United States Patent and Trademark Office
or applicable Domain Name registrar to the Collateral Agent.

                                    ARTICLE V

       SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

          5.1. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Each Assignor
represents and warrants that, as of the date hereof, it is the true and lawful
owner of all rights in (i) all Trade Secret Rights, (ii) the Patents listed in
Annex G hereto for such Assignor and that said Patents include all the United
States patents and applications for United States patents that such Assignor
owns as of the date hereof and (iii) the Copyrights listed in Annex H hereto for
such Assignor

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and that said Copyrights include all the United States copyrights registered
with the United States Copyright Office and applications to United States
copyrights that such Assignor owns as of the date hereof. Each Assignor further
warrants that it has no knowledge of any third party claim that any aspect of
such Assignor's present or contemplated business operations infringes or will
infringe any patent of any other Person or such Assignor has misappropriated any
trade secret or proprietary information which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. Each
Assignor hereby grants to the Collateral Agent an absolute power of attorney to
sign, upon the occurrence and during the continuance of any Event of Default,
any document which may be required by the United States Patent and Trademark
Office or the United States Copyright Office in order to effect an absolute
assignment of all right, title and interest in each Patent or Copyright, and to
record the same.

          5.2. LICENSES AND ASSIGNMENTS. Except as otherwise permitted by the
Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any
right under any Patent or Copyright absent prior written approval of the
Collateral Agent.

          5.3. INFRINGEMENTS. Each Assignor agrees, promptly upon learning
thereof, to furnish the Collateral Agent in writing with all pertinent
information available to such Assignor with respect to any infringement,
contributing infringement or active inducement to infringe or other violation of
such Assignor's rights in any Patent or Copyright or to any claim that the
practice of any Patent or use of any Copyright violates any property right of a
third party, or with respect to any misappropriation of any Trade Secret Right
or any claim that practice of any Trade Secret Right violates any property right
of a third party, in each case, in any manner which, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.
Each Assignor further agrees, absent direction of the Collateral Agent to the
contrary, to diligently prosecute, in accordance with its reasonable business
judgment, any Person infringing any Patent or Copyright or any Person
misappropriating any Trade Secret Right, in each case to the extent that such
infringement or misappropriation, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

          5.4. MAINTENANCE OF PATENTS OR COPYRIGHTS. At its own expense, each
Assignor shall make timely payment of all post-issuance fees required to
maintain in force its rights under each Patent or Copyright, absent prior
written consent of the Collateral Agent (other than any such Patents or
Copyrights which are no longer used or are deemed by such Assignor in its
reasonable business judgment to no longer be useful in its business or
operations or to the extent that the aggregate effect of all failures to do same
is not reasonably expected to have a Material Adverse Effect).

          5.5. PROSECUTION OF PATENT OR COPYRIGHT APPLICATIONS. At its own
expense, each Assignor shall diligently prosecute all material applications for
(i) United States Patents listed in Annex G hereto and (ii) Copyrights listed on
Annex H hereto, in each case for such Assignor and shall not abandon any such
application prior to exhaustion of all administrative and judicial remedies
(other than applications that are deemed by such Assignor in its reasonable
business judgment to no longer be prudent to pursue), absent written consent of
the Collateral Agent.

          5.6. OTHER PATENTS AND COPYRIGHTS. Within 30 days of the acquisition
or issuance of a United States Patent, registration of a Copyright, or
acquisition of a registered Copyright, or

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of filing of an application for a United States Patent or Copyright, the
relevant Assignor shall deliver to the Collateral Agent a copy of said Copyright
or Patent, or certificate or registration of, or application therefor, as the
case may be, with a grant of a security interest as to such Patent or Copyright,
as the case may be, to the Collateral Agent and at the expense of such Assignor,
confirming the grant of a security interest, the form of such grant of a
security interest to be substantially in the form of Annex J or K hereto, as
appropriate, or in such other form as may be reasonably satisfactory to the
Collateral Agent.

          5.7. REMEDIES. If an Event of Default shall occur and be continuing,
the Collateral Agent may, by written notice to the relevant Assignor, take any
or all of the following actions: (i) declare the entire right, title, and
interest of such Assignor in each of the Patents and Copyrights vested in the
Collateral Agent for the benefit of the Secured Creditors, in which event such
right, title, and interest shall immediately vest in the Collateral Agent for
the benefit of the Secured Creditors, in which case the Collateral Agent shall
be entitled to exercise the power of attorney referred to in Section 5.1 hereof
to execute, cause to be acknowledged and notarized and to record said absolute
assignment with the applicable agency; (ii) take and practice or sell the
Patents and Copyrights; and (iii) direct such Assignor to refrain, in which
event such Assignor shall refrain, from practicing the Patents and using the
Copyrights directly or indirectly, and such Assignor shall execute such further
documents as the Collateral Agent may reasonably request further to confirm this
and to transfer ownership of the Patents and Copyrights to the Collateral Agent
for the benefit of the Secured Creditors.

                                   ARTICLE VI

                      PROVISIONS CONCERNING ALL COLLATERAL

          6.1. PROTECTION OF COLLATERAL AGENT'S SECURITY. Except as otherwise
permitted by the Secured Debt Agreements, each Assignor will do nothing to
impair the rights of the Collateral Agent in the Collateral. Each Assignor will
at all times maintain insurance, at such Assignor's own expense to the extent
and in the manner provided in the Secured Debt Agreements. Each Assignor assumes
all liability and responsibility in connection with the Collateral acquired by
it and the liability of such Assignor to pay the Obligations shall in no way be
affected or diminished by reason of the fact that such Collateral may be lost,
destroyed, stolen, damaged or for any reason whatsoever unavailable to such
Assignor.

          6.2. WAREHOUSE RECEIPTS NON-NEGOTIABLE. To the extent practicable,
each Assignor agrees that if any warehouse receipt or receipt in the nature of a
warehouse receipt is issued with respect to any of its Inventory, such Assignor
shall request that such warehouse receipt or receipt in the nature thereof shall
not be "negotiable" (as such term is used in Section 7-104 of the UCC as in
effect in any relevant jurisdiction or under other relevant law).

          6.3. ADDITIONAL INFORMATION. Each Assignor will, at its own expense,
from time to time upon the reasonable request of the Collateral Agent, promptly
(and in any event within 10 days after its receipt of the respective request)
furnish to the Collateral Agent such information with respect to the Collateral
(including the identity of the Collateral or such components thereof and the
owner thereof as may have been requested by the Collateral Agent, the value and
location of such Collateral, etc.) as may be requested by the Collateral Agent.

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          6.4. FURTHER ACTIONS. Each Assignor will, at its own expense and upon
the reasonable request of the Collateral Agent, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
descriptions of its Collateral, warehouse receipts, receipts in the nature of
warehouse receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, financing statements, transfer
endorsements, certificates, reports and other assurances or instruments and take
such further steps (other than steps to establish "control" over cash of an
Assignor) relating to the Collateral and other property or rights covered by the
security interest hereby granted, which the Collateral Agent deems reasonably
necessary or advisable to perfect, preserve or protect its security interest in
the Collateral.

          6.5. FINANCING STATEMENTS. Each Assignor agrees to authorize or
execute and deliver to the Collateral Agent such financing statements, in form
reasonably acceptable to the Collateral Agent, as the Collateral Agent may from
time to time reasonably request or as are reasonably necessary or desirable in
the opinion of the Collateral Agent to establish and maintain a valid,
enforceable, perfected security interest in the Collateral as provided herein
and the other rights and security contemplated hereby. Each Assignor will pay
any applicable filing fees, recordation taxes and related expenses relating to
its Collateral. Each Assignor hereby authorizes the Collateral Agent to file any
such financing statements without the signature of such Assignor where permitted
by law (and such authorization includes describing the Collateral as "all
assets" of such Assignor).

                                   ARTICLE VII

                 REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

          7.1. REMEDIES; OBTAINING THE COLLATERAL UPON AN EVENT OF DEFAULT. Each
Assignor agrees that, if any Event of Default shall have occurred and be
continuing, then and in every such case, the Collateral Agent, in addition to
any rights now or hereafter existing under applicable law and under the other
provisions of this Agreement, shall have all rights as a secured creditor under
any UCC, and such additional rights and remedies to which a secured creditor is
entitled under the laws in effect in all relevant jurisdictions and may:

          (i)     personally, or by agents or attorneys, immediately take
     possession of the Collateral or any part thereof, from such Assignor or any
     other Person who then has possession of any part thereof with or without
     notice or process of law, and for that purpose may enter upon such
     Assignor's premises where any of the Collateral is located and remove the
     same and use in connection with such removal any and all services,
     supplies, aids and other facilities of such Assignor;

          (ii)    upon notice to the applicable Assignor (although no failure to
     give any such notice shall affect the Collateral Agent's rights hereunder),
     instruct the obligor or obligors on any agreement, instrument or other
     obligation (including, without limitation, the Accounts and the Contracts)
     constituting the Collateral to make any payment required by the terms of
     such agreement, instrument or other obligation directly to the Collateral
     Agent and may exercise any and all remedies of such Assignor in respect of
     such Collateral;

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          (iii)   sell, assign or otherwise liquidate any or all of the
     Collateral or any part thereof in accordance with Section 7.2 hereof, or
     direct such Assignor to sell, assign or otherwise liquidate any or all of
     the Collateral or any part thereof, and, in each case, take possession of
     the proceeds of any such sale or liquidation;

          (iv)    take possession of the Collateral or any part thereof, by
     directing such Assignor in writing to deliver the same to the Collateral
     Agent at any reasonable place or places designated by the Collateral Agent,
     in which event such Assignor shall at its own expense:

                  (x)  forthwith cause the same to be moved to the place or
          places so designated by the Collateral Agent and there delivered to
          the Collateral Agent;

                  (y)  store and keep any Collateral so delivered to the
          Collateral Agent at such place or places pending further action by the
          Collateral Agent as provided in Section 7.2 hereof; and

                  (z)  while the Collateral shall be so stored and kept, provide
          such security and maintenance services as shall be reasonably
          necessary to protect the same and to preserve and maintain it in good
          condition;

          (v)     license or sublicense, whether on an exclusive or nonexclusive
     basis, any Marks, Domain Names, Patents or Copyrights included in the
     Collateral for such term and on such conditions and in such manner as the
     Collateral Agent shall in its sole judgment determine;

          (vi)    apply any monies constituting Collateral or proceeds thereof
     in accordance with the provisions of Section 7.4; and

          (vii)   take any other action as specified in clauses (1) through (5),
     inclusive, of Section 9-607(a) of the UCC;

it being understood that each Assignor's obligation so to deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring specific performance by such Assignor of said obligation. By
accepting the benefits of this Agreement and each other Security Document, the
Secured Creditors expressly acknowledge and agree that this Agreement and each
other Security Document may be enforced only by the action of the Collateral
Agent acting upon the instructions of the Required Secured Creditors and that no
other Secured Creditor shall have any right individually to seek to enforce or
to enforce this Agreement or to realize upon the security to be granted hereby,
it being understood and agreed that such rights and remedies may be exercised by
the Collateral Agent or the holders of at least a majority of the outstanding
Other Obligations, as the case may be, for the benefit of the Secured Creditors
upon the terms of this Agreement and the other Security Documents.

          7.2. REMEDIES; DISPOSITION OF THE COLLATERAL. If any Event of Default
shall have occurred and be continuing, then any Collateral repossessed by the
Collateral Agent under or pursuant to Section 7.1 hereof and any other
Collateral whether or not so repossessed by the

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Collateral Agent, may be sold, assigned, leased or otherwise disposed of under
one or more contracts or as an entirety, and without the necessity of gathering
at the place of sale the property to be sold, and in general in such manner, at
such time or times, at such place or places and on such terms as the Collateral
Agent may, in compliance with any mandatory requirements of applicable law,
determine to be commercially reasonable. Any of the Collateral may be sold,
leased or otherwise disposed of, in the condition in which the same existed when
taken by the Collateral Agent or after any overhaul or repair at the expense of
the relevant Assignor which the Collateral Agent shall determine to be
commercially reasonable. Any such sale, lease or other disposition may be
effected by means of a public disposition or private disposition, effected in
accordance with the applicable requirements (in each case if and to the extent
applicable) of Sections 9-610 through 9-613 of the UCC and/or such other
mandatory requirements of applicable law as may apply to the respective
disposition. The Collateral Agent may, without notice or publication, adjourn
any public or private disposition or cause the same to be adjourned from time to
time by announcement at the time and place fixed for the disposition, and such
disposition may be made at any time or place to which the disposition may be so
adjourned. To the extent permitted by any such requirement of law, the
Collateral Agent may bid for and become the purchaser (and may pay all or any
portion of the purchase price by crediting Obligations against the purchase
price) of the Collateral or any item thereof, offered for disposition in
accordance with this Section 7.2 without accountability to the relevant Assignor
(except to the extent such purchase price exceeds the amount of the Obligations
with such excess to be applied in accordance with Section 7.4(v) of this
Agreement). If, under applicable law, the Collateral Agent shall be permitted to
make disposition of the Collateral within a period of time which does not permit
the giving of notice to the relevant Assignor as hereinabove specified, the
Collateral Agent need give such Assignor only such notice of disposition as
shall be required by such applicable law. Each Assignor agrees to do or cause to
be done all such other acts and things as may be reasonably necessary to make
such disposition or dispositions of all or any portion of the Collateral valid
and binding and in compliance with any and all applicable laws, regulations,
orders, writs, injunctions, decrees or awards of any and all courts, arbitrators
or governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales, all at such Assignor's expense.

          7.3. WAIVER OF CLAIMS. Except as otherwise provided in this Agreement
or the other Secured Debt Agreements, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE
COLLATERAL AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF
ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE
AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby
further waives, to the extent permitted by law:

          (i)     all damages occasioned by such taking of possession or any
     such disposition except any damages which are the direct result of the
     Collateral Agent's (or of its officers', directors', employees', agents' or
     affiliates') gross negligence or willful misconduct;

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          (ii)    all other requirements as to the time, place and terms of sale
     or other requirements with respect to the enforcement of the Collateral
     Agent's rights hereunder; and

          (iii)   all rights of redemption, appraisement, valuation, stay,
     extension or moratorium now or hereafter in force under any applicable law
     in order to prevent or delay the enforcement of this Agreement or the
     absolute sale of the Collateral or any portion thereof, and each Assignor,
     for itself and all who may claim under it, insofar as it or they now or
     hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the relevant Assignor therein and
thereto, and shall be a perpetual bar both at law and in equity against such
Assignor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from,
through and under such Assignor.

          7.4. APPLICATION OF PROCEEDS. (a) All moneys collected by the
Collateral Agent (or, to the extent the Pledge Agreement or any other Security
Document requires proceeds of collateral under such other Security Document to
be applied in accordance with the provisions of this Agreement, the Pledgee,
collateral agent, mortgagee or trustee under such other Security Document) upon
any sale or other disposition of the Collateral, together with all other moneys
received by the Collateral Agent hereunder while any Event of Default exists and
is continuing, shall be applied as follows:

          (i)     first, to the payment of all amounts owing the Collateral
     Agent of the type described in clauses (iii), (iv) and (v) of the
     definition of "Obligations";

          (ii)    second, to the extent proceeds remain after the application
     pursuant to the preceding clause (i), to the payment of all amounts owing
     to each Agent of the type described in clauses (v) (except to the extent
     already applied pursuant to preceding clause (i)) and (vi) of the
     definition of "Obligations";

          (iii)   third, to the extent proceeds remain after the application
     pursuant to the preceding clauses (i) and (ii), an amount equal to the
     outstanding Primary Obligations shall be paid to the Secured Creditors as
     provided in Section 7.4(e) hereof, with each Secured Creditor receiving an
     amount equal to its outstanding Primary Obligations or, if the proceeds are
     insufficient to pay in full all such Primary Obligations, its Pro Rata
     Share of the amount remaining to be distributed;

          (iv)    fourth, to the extent proceeds remain after the application
     pursuant to the preceding clauses (i) through (iii), inclusive, an amount
     equal to the outstanding Secondary Obligations shall be paid to the Secured
     Creditors as provided in Section 7.4(e) hereof, with each Secured Creditor
     receiving an amount equal to its outstanding Secondary Obligations or, if
     the proceeds are insufficient to pay in full all such Secondary
     Obligations, its Pro Rata Share of the amount remaining to be distributed;
     and

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          (v)     fifth, to the extent proceeds remain after the application
     pursuant to the preceding clauses (i) through (iv), inclusive to the
     relevant Assignor or to whomever may be lawfully entitled to receive such
     surplus.

          (b)     For purposes of this Agreement, (x) "PRO RATA SHARE" shall
mean, when calculating a Secured Creditor's portion of any distribution or
amount, that amount (expressed as a percentage) equal to a fraction the
numerator of which is the then unpaid amount of such Secured Creditor's Primary
Obligations or Secondary Obligations, as the case may be, and the denominator of
which is the then outstanding amount of all Primary Obligations or Secondary
Obligations, as the case may be, (y) "PRIMARY OBLIGATIONS" shall mean (i) in the
case of the Credit Document Obligations, all principal of, premium, fees and
interest on, all Loans, all Unpaid Drawings, the Stated Amount of all
outstanding Letters of Credit and all Fees and (ii) in the case of the Other
Obligations, all amounts due under each Covered Agreement with an Other Creditor
(other than indemnities, fees (including, without limitation, attorneys' fees)
and similar obligations and liabilities) and (z) "SECONDARY OBLIGATIONS" shall
mean all Obligations other than Primary Obligations.

          (c)     When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (for purposes of making determinations under this
Section 7.4 only) (i) first, to their Primary Obligations and (ii) second, to
their Secondary Obligations. If any payment to any Secured Creditor of its Pro
Rata Share of any distribution would result in overpayment to such Secured
Creditor, such excess amount shall instead be distributed in respect of the
unpaid Primary Obligations or Secondary Obligations, as the case may be, of the
other Secured Creditors, with each Secured Creditor whose Primary Obligations or
Secondary Obligations, as the case may be, have not been paid in full to receive
an amount equal to such excess amount multiplied by a fraction the numerator of
which is the unpaid Primary Obligations or Secondary Obligations, as the case
may be, of such Secured Creditor and the denominator of which is the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of all Secured
Creditors entitled to such distribution.

          (d)     Each of the Secured Creditors, by their acceptance of the
benefits hereof and of the other Security Documents, agrees and acknowledges
that if the Lender Creditors receive a distribution on account of undrawn
amounts with respect to Letters of Credit issued under the Credit Agreement
(which shall only occur after all outstanding Revolving Loans under the Credit
Agreement and Unpaid Drawings have been paid in full), such amounts shall be
paid to the Administrative Agent under the Credit Agreement and held by it, for
the equal and ratable benefit of the Lender Creditors, as cash security for the
repayment of Obligations owing to the Lender Creditors as such. If any amounts
are held as cash security pursuant to the immediately preceding sentence, then
upon the termination of all outstanding Letters of Credit under the Credit
Agreement, and after the application of all such cash security to the repayment
of all Obligations owing to the Lender Creditors after giving effect to the
termination of all such Letters of Credit, if there remains any excess cash,
such excess cash shall be returned by the Administrative Agent to the Collateral
Agent for distribution in accordance with Section 7.4(a) hereof.

          (e)     All payments required to be made hereunder shall be made
(x) if to the Lender Creditors, to the Administrative Agent for the account of
the Lender Creditors and (y) if

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to the Other Creditors, to the trustee, paying agent or other similar
representative (each a "REPRESENTATIVE") for the Other Creditors or, in the
absence of such a Representative, directly to the Other Creditors.

          (f)     For purposes of applying payments received in accordance with
this Section 7.4, the Collateral Agent shall be entitled to rely upon (i) the
Administrative Agent and (ii) the Representative or, in the absence of such a
Representative, upon the Other Creditors for a determination (which the
Administrative Agent, each Representative and the Other Creditors agree (or
shall agree) to provide upon request of the Collateral Agent) of the outstanding
Primary Obligations and Secondary Obligations owed to the Lender Creditors or
the Other Creditors, as the case may be. Unless it has received written notice
from a Lender Creditor or an Other Creditor to the contrary, the Administrative
Agent and each Representative, in furnishing information pursuant to the
preceding sentence, and the Collateral Agent, in acting hereunder, shall be
entitled to assume that no Secondary Obligations are outstanding. Unless it has
written notice from an Other Creditor to the contrary, the Collateral Agent, in
acting hereunder, shall be entitled to assume that no Interest Rate Protection
Agreements or Other Hedging Agreements are in existence.

          (g)     It is understood that the Assignors shall remain jointly and
severally liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the aggregate amount of the Obligations.

          7.5. REMEDIES CUMULATIVE. Each and every right, power and remedy
hereby specifically given to the Collateral Agent shall be in addition to every
other right, power and remedy specifically given to the Collateral Agent under
this Agreement, the other Secured Debt Agreements or now or hereafter existing
at law, in equity or by statute and each and every right, power and remedy
whether specifically herein given or otherwise existing may be exercised from
time to time or simultaneously and as often and in such order as may be deemed
expedient by the Collateral Agent. All such rights, powers and remedies shall be
cumulative and the exercise or the beginning of the exercise of one shall not be
deemed a waiver of the right to exercise any other or others. No delay or
omission of the Collateral Agent in the exercise of any such right, power or
remedy and no renewal or extension of any of the Obligations shall impair any
such right, power or remedy or shall be construed to be a waiver of any Default
or Event of Default or an acquiescence thereof. No notice to or demand on any
Assignor in any case shall entitle it to any other or further notice or demand
in similar or other circumstances or constitute a waiver of any of the rights of
the Collateral Agent to any other or further action in any circumstances without
notice or demand. In the event that the Collateral Agent shall bring any suit to
enforce any of its rights hereunder and shall be entitled to judgment, then in
such suit the Collateral Agent may recover reasonable expenses, including
reasonable attorneys' fees, and the amounts thereof shall be included in such
judgment.

          7.6. DISCONTINUANCE OF PROCEEDINGS. In case the Collateral Agent shall
have instituted any proceeding to enforce any right, power or remedy under this
Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall
have been discontinued or abandoned for any reason or shall have been determined
adversely to the Collateral Agent, then and in every such case the relevant
Assignor, the Collateral Agent and each holder of any of the Obligations shall
be restored to their former positions and rights hereunder with respect to the
Collateral subject to

<Page>

the security interest created under this Agreement, and all rights, remedies and
powers of the Collateral Agent shall continue as if no such proceeding had been
instituted (except to the extent of a determination adverse to the Collateral
Agent in such a proceeding).

                                  ARTICLE VIII

                                    INDEMNITY

          8.1. INDEMNITY. (a) Each Assignor jointly and severally agrees to
indemnify, reimburse and hold the Collateral Agent, each other Secured Creditor
and their respective successors, assigns, employees, affiliates and agents
(hereinafter in this Section 8.1 referred to individually as "INDEMNITEE," and
collectively as "INDEMNITEES") harmless from any and all liabilities,
obligations, damages, injuries, penalties, claims, demands, actions, suits,
judgments and any and all costs, expenses or disbursements (including reasonable
attorneys' fees and expenses) (for the purposes of this Section 8.1 the
foregoing are collectively called "expenses") of whatsoever kind and nature
imposed on, asserted against or incurred by any of the Indemnitees (i) as a
result of, or in any way relating to, or arising out of, or by reason of, any
investigation, litigation or other proceeding (whether or not any Indemnitee is
party thereto and whether or not such investigation, litigation or other
proceeding is between or among any Indemnitee, any Assignor or any third Person
or otherwise) in any way relating to or arising out of this Agreement, any other
Secured Debt Agreement or any other document executed in connection herewith or
therewith or (ii) in connection with (x) the administration of the transactions
contemplated hereby or thereby or (y) the enforcement of any of the terms of, or
the preservation of any rights under this Agreement, any other Secured Debt
Agreement or any other document executed in connection herewith or therewith
(including, without limitation, the reasonable fees and disbursements of counsel
for the Secured Creditors, provided that, except in the case of a bankruptcy of
any Assignor, no more than one counsel for the Indemnitees may be used in any
one jurisdiction), or (iii) in any way relating to or arising out of the
manufacture, ownership, ordering, purchase, delivery, control, acceptance,
lease, financing, possession, operation, condition, sale, return or other
disposition, or use of the Collateral (including, without limitation, latent or
other defects, whether or not discoverable), the violation of the laws of any
country, state or other governmental body or unit, any tort (including, without
limitation, claims arising or imposed under the doctrine of strict liability, or
for or on account of injury to or the death of any Person (including any
Indemnitee), or property damage), or contract claim; provided that no Indemnitee
shall be indemnified pursuant to this Section 8.1(a) for losses, damages or
liabilities to the extent caused by the gross negligence or willful misconduct
of such Indemnitee or an affiliate thereof (as determined by a court of
competent jurisdiction in a final and non-appealable decision). Each Assignor
agrees that upon written notice by any Indemnitee of the assertion of such a
liability, obligation, damage, injury, penalty, claim, demand, action, suit or
judgment, the relevant Assignor shall assume full responsibility for the defense
thereof. Each Indemnitee agrees to use its best efforts to promptly notify the
relevant Assignor of any such assertion of which such Indemnitee has knowledge.

          (b)     Without limiting the application of Section 8.1(a) hereof,
each Assignor agrees, jointly and severally, to pay or reimburse the Collateral
Agent for any and all reasonable fees, costs and out-of-pocket expenses of
whatever kind or nature incurred in connection with the creation, preservation
or protection of the Collateral Agent's Liens on, and security interest in,

<Page>

the Collateral (including, without limitation, (x) all fees and taxes in
connection with the recording or filing of instruments and documents in public
offices and (y) all amounts expended in connection with the payment or discharge
of any taxes or Liens upon or in respect of the Collateral or any premiums for
insurance with respect to the Collateral, in each case described in this clause
(y) paid or incurred by the Collateral Agent after the respective Assignor has
failed to comply with its obligations under the respective Credit Documents to
pay such amounts or obtain any such insurance within the respective time periods
(if any) set forth therein) and all other reasonable fees, costs and
out-of-pocket expenses in connection with protecting, maintaining or preserving
the Collateral and the Collateral Agent's interest therein, whether through
judicial proceedings or otherwise, or in defending or prosecuting any actions,
suits or proceedings arising out of or relating to the Collateral.

          (c)     Without limiting the application of Section 8.1(a) or (b)
hereof, each Assignor agrees, jointly and severally, to pay, indemnify and hold
each Indemnitee harmless from and against any loss, costs, damages and expenses
which such Indemnitee may suffer, expend or incur in consequence of or growing
out of any misrepresentation by any Assignor in this Agreement, any other
Secured Debt Agreement or in any writing contemplated by or made or delivered
pursuant to or in connection with this Agreement or any other Secured Debt
Agreement.

          (d)     If and to the extent that the obligations of any Assignor
under this Section 8.1 are unenforceable for any reason, such Assignor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

          8.2. INDEMNITY OBLIGATIONS SECURED BY COLLATERAL; SURVIVAL. Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral. The
indemnity obligations of each Assignor contained in this Article VIII shall
continue in full force and effect notwithstanding the full payment of all of the
other Obligations and notwithstanding the full payment of all the Notes issued,
and Loans made, under the Credit Agreement, the termination of all Letters of
Credit issued under the Credit Agreement, the termination of all Covered
Agreements entered into with the Other Creditors and the payment of all other
Obligations and notwithstanding the discharge thereof and the occurrence of the
Termination Date.

                                   ARTICLE IX

                                   DEFINITIONS

          The following terms shall have the meanings herein specified. Such
definitions shall be equally applicable to the singular and plural forms of the
terms defined.

          "Account" shall mean any "account" as such term is defined in the UCC
as in effect on the date hereof in the State of New York, and in any event shall
include but shall not be limited to, all rights to payment of any monetary
obligation, whether or not earned by performance, (i) for property that has been
or is to be sold, leased, licensed, assigned or otherwise disposed of, (ii) for
services rendered or to be rendered, (iii) for a policy of insurance

<Page>

issued or to be issued, (iv) for a secondary obligation incurred or to be
incurred, (v) for energy provided or to be provided, (vi) for the use or hire of
a vessel under a charter or other contract, (vii) arising out of the use of a
credit or charge card or information contained on or for use with the card, or
(viii) as winnings in a lottery or other game of chance operated or sponsored by
a State, governmental unit of a State, or person licensed or authorized to
operate the game by a State or governmental unit of a State. Without limiting
the foregoing, the term "account" shall include all Health-Care-Insurance
Receivables.

          "Administrative Agent" shall have the meaning provided in the recitals
of this Agreement.

          "Agreement" shall mean this Security Agreement as the same may be
amended, modified, restated and/or, supplemented or amended from time to time in
accordance with its terms.

          "Assignor" shall have the meaning provided in the first paragraph of
this Agreement.

          "Borrower" shall have the meaning provided in the recitals of this
Agreement.

          "Cash Collateral Account" shall mean a non-interest bearing cash
collateral account maintained with, and in the sole dominion and control of, the
Collateral Agent for the benefit of the Secured Creditors.

          "Chattel Paper" shall mean "chattel paper" as such term is defined in
the UCC as in effect on the date hereof in the State of New York. Without
limiting the foregoing, the term "Chattel Paper" shall in any event include all
Tangible Chattel Paper and all Electronic Chattel Paper.

          "Class" shall have the meaning provided in Section 10.2 of this
Agreement.

          "Collateral" shall have the meaning provided in Section 1.1(a) of this
Agreement.

          "Collateral Agent" shall have the meaning provided in the first
paragraph of this Agreement.

          "Commercial Tort Claims" shall mean "commercial tort claims" as such
term is defined in the UCC as in effect on the date hereof in the State of New
York.

          "Contract Rights" shall mean all rights of any Assignor under each
Contract, including, without limitation, (i) any and all rights to receive and
demand payments under any or all Contracts, (ii) any and all rights to receive
and compel performance under any or all Contracts and (iii) any and all other
rights, interests and claims now existing or in the future arising in connection
with any or all Contracts.

          "Contracts" shall mean all contracts between any Assignor and one or
more additional parties (including, without limitation, any Interest Rate
Protection Agreements, Other Hedging Agreements, licensing agreements and any
partnership agreements, joint venture agreements

<Page>

and limited liability company agreements), except to the extent that the grant
by an Assignor of a security interest pursuant to this Agreement in its right,
title and interest in any such contract is prohibited by such contract without
the consent of any other party thereto (that has not been obtained) or would
give any other party to such contract the right to terminate its obligations
thereunder; PROVIDED, that the foregoing limitation (i) shall not affect, limit,
restrict or impair the grant by an Assignor of a security interest pursuant to
this Agreement in any Account or any money or other amounts due or to become due
under any such contract and (ii) shall not apply to the extent the provisions
contained in such contract which prohibit such a grant by an Assignor or provide
such other party such a termination right would be rendered unenforceable in
accordance with applicable law (including the UCC) or principles of equity.

          "Copyrights" shall mean any United States or foreign copyright now or
hereafter owned by any Assignor, including any registrations of any copyrights,
in the United States Copyright Office or any foreign equivalent office, as well
as any application for a copyright registration now or hereafter made with the
United States Copyright Office or any foreign equivalent office by any Assignor.

          "Credit Agreement" shall have the meaning provided in the recitals of
this Agreement.

          "Credit Document Obligations" shall have the meaning provided in the
definition of "Obligations" in this Article IX.

          "Documents" shall mean "documents" as such term is defined in the UCC
as in effect on the date hereof in the State of New York.

          "Domain Names" shall mean all Internet domain names and associated URL
addresses in or to which any Assignor now or hereafter has any right, title or
interest.

          "Electronic Chattel Paper" shall mean "electronic chattel paper" as
such term is defined in the UCC as in effect on the date hereof in the State of
New York.

          "Equipment" shall mean any "equipment" as such term is defined in the
UCC as in effect on the date hereof in the State of New York, and in any event,
shall include, but shall not be limited to, all machinery, equipment,
furnishings, fixtures and vehicles now or hereafter owned by any Assignor and
any and all additions, substitutions and replacements of any of the foregoing
and all accessions thereto, wherever located, together with all attachments,
components, parts, equipment and accessories installed thereon or affixed
thereto.

          "Event of Default" shall mean any Event of Default under, and as
defined in, the Credit Agreement and shall in any event include, without
limitation, any payment default on any of the Obligations after the expiration
of any applicable grace period.

          "Excluded Collateral" shall mean assets of any Assignor subject to (i)
Liens permitted under Section 8.03(d) of the Credit Agreement, (ii) Liens
permitted under Section 8.03(l) of the Credit Agreement, (iii) Liens permitted
under Section 8.03(m) of the Credit Agreement and (iv) Liens permitted under
Section 8.03(n) of the Credit Agreement in each case of clauses (i) through (iv)
inclusive, to the extent, and only to the extent, that such Liens secure

<Page>

Capitalized Lease Obligations or purchase money Indebtedness and the instrument
evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as
the case may be, secured by such Lien expressly prohibits any other Lien on such
assets and only for so long as such purchase money Indebtedness or Capitalized
Lease Obligations, as the case may be, remains or remain outstanding. Upon the
earlier of the termination of the respective prohibition contained in any such
instrument or the satisfaction of the respective Indebtedness, the assets
securing (or which secured) such respective Indebtedness shall no longer
constitute "Excluded Collateral" without any further action on the part of any
Assignor, the Collateral Agent, any other Secured Creditor or any other Person.

          "General Intangibles" shall mean "general intangibles" as such term is
defined in the UCC as in effect on the date hereof in the State of New York.

          "Goods" shall mean "goods" as such term is defined in the UCC as in
effect on the date hereof in the State of New York.

          "Health-Care-Insurance Receivable" shall mean any
"health-care-insurance receivable" as such term is defined in the UCC as in
effect on the date hereof in the State of New York.

          "Holdings" shall have the meaning provided in the recitals hereto.

          "Indemnitee" shall have the meaning provided in Section 8.1(a) of this
Agreement.

          "Instrument" shall mean "instruments" as such term is defined in the
UCC as in effect on the date hereof in the State of New York.

          "Inventory" shall mean merchandise, inventory and goods, and all
additions, substitutions and replacements thereof and all accessions thereto,
wherever located, together with all goods, supplies, incidentals, packaging
materials, labels, materials and any other items used or usable in
manufacturing, processing, packaging or shipping same, in all stages of
production from raw materials through work in process to finished goods, and all
products and proceeds of whatever sort and wherever located any portion thereof
which may be returned, rejected, reclaimed or repossessed by the Collateral
Agent from any Assignor's customers, and shall specifically include all
"inventory" as such term in defined in the UCC as in effect on the date hereof
in the State of New York.

          "Investment Property" shall mean "investment property" as such term is
defined in the UCC as in effect on the date hereof in the State of New York but
in any event shall not include any such "investment property" which is not
required to be pledged to the "Pledgee" under and pursuant to the Pledge
Agreement by operation of the last paragraph of Section 3.1 thereof.

          "Lender Creditors" shall have the meaning provided in the recitals of
this Agreement.

          "Lenders" shall have the meaning provided in the recitals of this
Agreement.

<Page>

          "Letter-of-Credit Rights" shall mean "letter-of-credit rights" as such
term is defined in the UCC as in effect on the date hereof in the State of New
York.

          "Marks" shall mean all right, title and interest in and to any
trademarks, service marks and trade names now held or hereafter acquired by any
Assignor, including any registration or application for registration of any
trademarks and service marks now held or hereafter acquired by any Assignor,
which are registered or filed in the United States Patent and Trademark Office
or the equivalent thereof in any state of the United States or any equivalent
foreign office or agency, as well as any unregistered trademarks and service
marks used by an Assignor and any trade dress including logos, designs,
fictitious business names and other business identifiers used by any Assignor.

          "Material Adverse Effect" shall mean a material adverse effect on the
business, assets, operations or condition (financial or otherwise) of Holdings
and its Subsidiaries taken as a whole.

          "Obligations" shall mean and include, as to any Assignor, all of the
following:

          (i)     the full and prompt payment when due (whether at stated
maturity, by acceleration or otherwise) of all obligations, liabilities and
indebtedness (including, without limitation, principal, premium, interest
(including, without limitation, all interest that accrues after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of any Assignor at the rate provided for in
the respective documentation, whether or not a claim for post-petition interest
is allowed in any such proceeding), reimbursement obligations under Letters of
Credit, fees, costs and indemnities) of such Assignor to the Lender Creditors,
whether now existing or hereafter incurred, in each case, under, arising out of,
or in connection with, the Credit Agreement and the other Credit Documents to
which such Assignor is a party (including, without limitation, in the event such
Assignor is a Guarantor, all such obligations, liabilities and indebtedness of
such Assignor under its Guaranty) and the due performance and compliance by such
Assignor with all of the terms, conditions and agreements contained in the
Credit Agreement and in such other Credit Documents (all such obligations,
liabilities and indebtedness under this clause (i), except to the extent
consisting of obligations or indebtedness with respect to Covered Agreements,
being herein collectively called the "Credit Document Obligations");

          (ii)    the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations, liabilities and
indebtedness (including, without limitation, all interest that accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency, reorganization or similar proceeding of any Assignor at the rate
provided for in the respective documentation, whether or not a claim for
post-petition interest is allowed in any such proceeding) owing by such Assignor
to the Other Creditors, now existing or hereafter incurred, in each case, under,
arising out of or in connection with any Covered Agreement, whether such Covered
Agreement is now in existence or hereinafter arising, (including, without
limitation, in the case of an Assignor that is a Guarantor, all obligations,
liabilities and indebtedness of such Assignor under its Guaranty in respect of
the Covered Agreements), and the due performance and compliance by such Assignor
with all of the terms, conditions and agreements contained in each such Covered
Agreement (all such

<Page>

obligations, liabilities and indebtedness under this clause (ii) being herein
collectively called the "Other Obligations");

          (iii)   any and all sums advanced by the Collateral Agent in order to
preserve the Collateral in accordance with this Agreement, or to preserve its
security interest in the Collateral;

          (iv)    in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations, or liabilities of such Assignor
referred to in clauses (i) and (ii) above, after an Event of Default shall have
occurred and be continuing, the reasonable out-of-pocket expenses of retaking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral, or of any exercise by the Collateral Agent of its
rights hereunder, together with reasonable attorneys' fees and court costs;

          (v)     all amounts paid by any Indemnitee as to which such Indemnitee
has the right to reimbursement under Section 8.1 of this Agreement; and

          (vi)    all amounts owing to any Agent pursuant to any of the Credit
Documents in its capacity as such;

it being acknowledged and agreed that the "Obligations" shall include extensions
of credit of the types described above, whether outstanding on the date of this
Agreement or extended from time to time after the date of this Agreement.

          "Other Creditors" shall have the meaning provided in the recitals of
this Agreement.

          "Other Obligations" shall have the meaning provided in the definition
of "Obligations" in this Article IX.

          "Patents" shall mean any patent in or to which any Assignor now or
hereafter has any right, title or interest therein, and any divisions,
continuations (including, but not limited to, continuations-in-parts) and
improvements thereof, as well as any application for a patent now or hereafter
made by any Assignor.

          "Permits" shall mean, to the extent permitted to be assigned by the
terms thereof or by applicable law, all licenses, permits, rights, orders,
variances, franchises or authorizations of or from any governmental authority or
agency.

          "Primary Obligations" shall have the meaning provided in Section
7.4(b) of this Agreement.

          "Pro Rata Share" shall have the meaning provided in Section 7.4(b) of
this Agreement.

          "Proceeds" shall mean all "proceeds" as such term is defined in the
UCC as in effect in the State of New York on the date hereof and, in any event,
shall also include, but not be limited to, (i) any and all proceeds of any
insurance, indemnity, warranty or guaranty payable to the Collateral Agent or
any Assignor from time to time with respect to any of the Collateral,

<Page>

(ii) any and all payments (in any form whatsoever) made or due and payable to
any Assignor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
governmental authority (or any person acting under color of governmental
authority) and (iii) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.

          "Representative" shall have the meaning provided in Section 7.4(e) of
this Agreement.

          "Required Secured Creditors" shall mean (i) at any time when any
Credit Document Obligations are outstanding or any Commitments under the Credit
Agreement exist, the Required Lenders (or, to the extent provided in Section
12.12 of the Credit Agreement, each of the Lenders) and (ii) at any time after
all of the Credit Document Obligations have been paid in full and all
Commitments and Letters of Credit under the Credit Agreement have been
terminated and no further Commitments may be provided thereunder, the holders of
a majority of the Other Obligations.

          "Requisite Creditors" shall have the meaning provided in Section 10.2
of this Agreement.

          "Secondary Obligations" shall have the meaning provided in Section
7.4(b) of this Agreement.

          "Secured Creditors" shall have the meaning provided in the recitals of
this Agreement.

          "Secured Debt Agreements" shall mean and include this Agreement, the
other Credit Documents and the Covered Agreements entered into with an Other
Creditor.

          "Software" shall mean "software" as such term is defined in the UCC as
in effect on the date hereof in the State of New York.

          "Supporting Obligations" shall mean any "supporting obligation" as
such term is defined in the UCC as in effect on the date hereof in the State of
New York, now or hereafter owned by any Assignor, or in which any Assignor has
any rights, and in any event shall include, but shall not be limited to, all of
such Assignor's rights in any Letter-of-Credit Right or secondary obligation
that supports the payment or performance of, and all security for, any Account,
Chattel Paper, Document, General Intangible, Instrument or Investment Property.

          "Tangible Chattel Paper" shall mean "tangible chattel paper" as such
term is defined in the UCC as in effect on the date hereof in the State of New
York.

          "Termination Date" shall have the meaning provided in Section 10.8(a)
of this Agreement.

          "Trade Secrets" shall mean any secretly held existing engineering or
other data, information, production procedures and other know-how relating to
the design manufacture,

<Page>

assembly, installation, use, operation, marketing, sale and/or servicing of any
products or business of an Assignor worldwide whether written or not.

          "Trade Secret Rights" shall mean the rights of an Assignor in any
Trade Secret it holds.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the relevant jurisdiction.

                                    ARTICLE X

                                  MISCELLANEOUS

          10.1. NOTICES. Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be sent or delivered by mail, telegraph, telex, telecopy, cable or
courier service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by courier, be effective
when deposited in the mails, delivered to the telegraph company, cable company
or overnight courier, as the case may be, or sent by telex or telecopier, except
that notices and communications to the Collateral Agent or any Assignor shall
not be effective until received by the Collateral Agent or such Assignor, as the
case may be. All notices and other communications shall be in writing and
addressed as follows:

          (a)     if to any Assignor, c/o:

                  Rexnord Corporation
                  4701 West Greenfield Avenue
                  Milwaukee, WI 53214
                  Attention: Chief Financial Officer
                  Telephone No.: (414) 643-3000
                  Telecopier No.: (414) 643-3078

          (b)     if to the Collateral Agent, at:

                  Deutsche Bank Trust Company Americas
                  31 West 52nd Street
                  New York, New York 10019
                  Attention: Diane F. Rolfe
                  Telephone No.: (646) 324-2194
                  Telecopier No.: (646) 324-7460

          (c)     if to any Lender Creditor (other than the Collateral Agent),
     at such address as such Lender Creditor shall have specified in the Credit
     Agreement;

          (d)     if to any Other Creditor, at such address as such Other
     Creditor shall have specified in writing to each Assignor and the
     Collateral Agent;

<Page>

or at such other address or addressed to such other individual as shall have
been furnished in writing by any Person described above to the party required to
give notice hereunder.

          10.2. WAIVER; AMENDMENT. Except as provided in Sections 10.8 and
10.12, none of the terms and conditions of this Agreement or any other Security
Document may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by each Assignor directly affected thereby (it
being understood that the addition or release of any Assignor hereunder shall
not constitute a change, waiver, discharge or termination affecting any Assignor
other than the Assignor so added or released) and the Collateral Agent (with the
written consent of the Required Secured Creditors); PROVIDED, HOWEVER, that any
change, waiver, modification or variance affecting the rights and benefits of a
single Class of Secured Creditors (and not all Secured Creditors in a like or
similar manner) also shall require the written consent of the Requisite
Creditors of such affected Class. For the purpose of this Agreement, the term
"Class" shall mean each class of Secured Creditors, i.e., whether (x) the Lender
Creditors as holders of the Credit Document Obligations or (y) the Other
Creditors as the holders of the Other Obligations. For the purpose of this
Agreement, the term "Requisite Creditors" of any Class shall mean each of (x)
with respect to the Credit Document Obligations, the Required Lenders (or, to
the extent provided in Section 12.12 of the Credit Agreement, each of the
Lenders), and (y) with respect to the Other Obligations, the holders of at least
a majority of all Other Obligations outstanding from time to time.

          10.3. OBLIGATIONS ABSOLUTE. The obligations of each Assignor hereunder
shall remain in full force and effect without regard to, and shall not be
impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of such Assignor; (b) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement or any other Secured Debt
Agreement; or (c) any amendment to or modification of any Secured Debt Agreement
or any security for any of the Obligations; whether or not such Assignor shall
have notice or knowledge of any of the foregoing.

          10.4. SUCCESSORS AND ASSIGNS. This Agreement shall create a continuing
security interest in the Collateral and shall (i) remain in full force and
effect, subject to release and/or termination as set forth in Section 10.8, (ii)
be binding upon each Assignor, its successors and assigns; PROVIDED, HOWEVER,
that no Assignor shall assign any of its rights or obligations hereunder without
the prior written consent of the Collateral Agent (with the prior written
consent of the Required Secured Creditors), and (iii) inure, together with the
rights and remedies of the Collateral Agent hereunder, to the benefit of the
Collateral Agent, the other Secured Creditors and their respective successors
and permitted transferees and assigns. All agreements, statements,
representations and warranties made by each Assignor herein or in any
certificate or other instrument delivered by such Assignor or on its behalf
under this Agreement shall be considered to have been relied upon by the Secured
Creditors and shall survive the execution and delivery of this Agreement and the
other Secured Debt Agreements regardless of any investigation made by the
Secured Creditors or on their behalf.

          10.5. HEADINGS DESCRIPTIVE. The headings of the several sections of
this Agreement are inserted for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.

<Page>

          10.6. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN
EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. EACH ASSIGNOR HEREBY FURTHER IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH
ASSIGNOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF
THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH
ASSIGNOR. EACH ASSIGNOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
ANY SUCH ASSIGNOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 10.1 ABOVE
UNLESS ANOTHER ADDRESS IS PROVIDED TO THE COLLATERAL AGENT IN WRITING IN
ACCORDANCE WITH SECTION 10.1, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR
CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT
DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE IF
IN CONFORMITY WITH THE FOREGOING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
COLLATERAL AGENT UNDER THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY ASSIGNOR IN ANY OTHER JURISDICTION.

          (b)     EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

          (c)     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE

<Page>

OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          10.7. ASSIGNOR'S DUTIES. It is expressly agreed, anything herein
contained to the contrary notwithstanding, that each Assignor shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Collateral and the Collateral Agent shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement, nor shall the Collateral Agent be required or obligated in any manner
to perform or fulfill any of the obligations of any Assignor under or with
respect to any Collateral, in each case unless the Collateral Agent shall become
the absolute owner of such Collateral by purchasing same in connection with its
exercise of remedies pursuant to Section 7.2 of this Agreement.

          10.8. TERMINATION; RELEASE. (a) After the Termination Date, this
Agreement shall terminate (provided that all indemnities set forth herein
including, without limitation, in Section 8.1 hereof shall survive such
termination) and the Collateral Agent, at the request and expense of the
respective Assignor, will promptly execute and deliver to such Assignor a proper
instrument or instruments (including UCC termination statements on form UCC-3)
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to such Assignor (without recourse and without any
representation or warranty) such of the Collateral as may be in the possession
of the Collateral Agent and as has not theretofore been sold or otherwise
applied or released pursuant to this Agreement. As used in this Agreement,
"Termination Date" shall mean the date upon which the Total Commitment under the
Credit Agreement has been terminated and all Covered Agreements entered into
with any Other Creditor have been terminated, no Note under the Credit Agreement
is outstanding and all Loans thereunder have been repaid in full, all Letters of
Credit issued under the Credit Agreement have been terminated and all
Obligations (other than indemnities described herein and described in Section
12.01 of the Credit Agreement, and any other indemnities set forth in any other
Credit Documents, in each case which are not then due and payable) then due and
payable have been paid in full.

          (b)     In the event that any part of the Collateral is sold or
otherwise disposed of (to a Person other than a Credit Party) (x) at any time
prior to the time at which all Credit Document Obligations have been paid in
full and all Commitments and Letters of Credit under the Credit Agreement have
been terminated, in connection with a sale or disposition permitted by Section
8.02 of the Credit Agreement or is otherwise released at the direction of the
Required Lenders (or all the Lenders if required by Section 12.12 of the Credit
Agreement) or (y) at any time thereafter, to the extent permitted by the other
Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of
such sale or disposition (or from such release) are applied in accordance with
the terms of the Credit Agreement or such other Secured Debt Agreement, as the
case may be, to the extent required to be so applied, the Collateral Agent, at
the request and expense of such Assignor, will duly release from security
interest created hereby (and will execute and deliver such documentation,
including termination or partial release statements and the like in connection
therewith) and assign, transfer and deliver to such Assignor (without recourse
and without any representation or warranty) such of the Collateral as is then
being (or has been) so sold, or otherwise disposed of, or released, and as may
be in the possession of the Collateral Agent and has not theretofore been
released pursuant to this Agreement. Furthermore, upon the release of any
Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with

<Page>

the provisions thereof, such Assignor (and the Collateral at such time assigned
by the respective Assignor pursuant hereto) shall be released from this
Agreement.

          (c)     At any time that an Assignor desires that the Collateral Agent
take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing Section 10.8(a) or (b), such Assignor shall deliver to
the Collateral Agent a certificate signed by an Authorized Officer of such
Assignor stating that the release of the respective Collateral is permitted
pursuant to such Section 10.8(a) or (b). At any time that the Borrower or the
respective Assignor desires that a Subsidiary of the Borrower which has been
released from the Subsidiaries Guaranty be released hereunder as provided in the
last sentence of Section 10.8(b), it shall deliver to the Collateral Agent a
certificate signed by an Authorized Officer of the Borrower and the respective
Assignor stating that the release of the respective Assignor (and its
Collateral) is permitted pursuant to such Section 10.8(b).

          (d)     The Collateral Agent shall have no liability whatsoever to any
other Secured Creditor as the result of any release of Collateral by it in
accordance with (or which the Collateral Agent in the absence of gross
negligence and willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable jurisdiction) believes to be in
accordance with) this Section 10.8.

          10.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Collateral Agent.

          10.10. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          10.11. THE COLLATERAL AGENT AND THE OTHER SECURED CREDITORS. The
Collateral Agent will hold in accordance with this Agreement all items of the
Collateral at any time received under this Agreement. It is expressly understood
and agreed that the obligations of the Collateral Agent as holder of the
Collateral and interests therein and with respect to the disposition thereof,
and otherwise under this Agreement, are only those expressly set forth in this
Agreement and in Section 11 of the Credit Agreement. The Collateral Agent shall
act hereunder on the terms and conditions set forth herein and in Section 11 of
the Credit Agreement.

          10.12. ADDITIONAL ASSIGNORS. It is understood and agreed that
Intermediate Holdco and any Subsidiary Guarantor that desires to become an
Assignor hereunder, or is required to execute a counterpart of this Agreement
after the date hereof pursuant to the requirements of the Credit Agreement or
any other Credit Document, shall become an Assignor hereunder by (x) executing a
counterpart hereof and delivering same to the Collateral Agent, or by executing
a Joinder Agreement substantially in the form of Exhibit L to the Credit
Agreement and (y) delivering supplements to Annexes A through H, inclusive,
hereto as are necessary to

<Page>

cause such Annexes to be complete and accurate with respect to such additional
Assignor on such date. In addition, such additional Assignor shall take all
actions as specified in this Agreement as would have been taken by such Assignor
had it been an original party to this Agreement, in each case with all documents
required above to be delivered to the Collateral Agent and with all documents
and actions required above to be taken to the reasonable satisfaction of the
Collateral Agent.

   [Remainder or this page intentionally left blank; signature page follows.]

                                      * * *

<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their duly authorized officers as of the date first
above written.


                                           RBS GLOBAL, INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           REXNORD CORPORATION,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           ADDAX, INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           BETZDORF CHAIN COMPANY INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           CLARKSON INDUSTRIES, INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           PRAGER INCORPORATED,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------

<Page>

                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           PT COMPONENTS, INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           RAC-I, INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           RBS ACQUISITION CORPORATION,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           RBS CHINA HOLDINGS, L.L.C.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           RBS NORTH AMERICA, INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           REXNORD GERMANY-I INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen

<Page>

                                               Title: Vice President & CFO


                                           REXNORD INTERNATIONAL INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           REXNORD, LTD.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           REXNORD NORTH AMERICA HOLDINGS, INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           REXNORD PUERTO RICO INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO

                                           WINFRED BERG LICENSCO INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO


                                           W.M. BERG INC.,
                                               as an Assignor

                                           By:                /s/
                                              ----------------------------------
                                               Name:  Thomas Jansen
                                               Title: Vice President & CFO

<Page>

Accepted and Agreed to:

DEUTSCHE BANK TRUST COMPANY
   AMERICAS, as Assignee and Collateral
   Agent

By:                /s/
   ----------------------------------
    Name:  Diane F. Rolfe
    Title: Vice President

<Page>

                                                                         ANNEX A
                                                                              to
                                                              SECURITY AGREEMENT

                       SCHEDULE OF CHIEF EXECUTIVE OFFICES

<Table>
<Caption>
     Name of Assignor                     Address(es) of Chief Executive Office
     ----------------                     -------------------------------------
     <S>                                  <C>

</Table>

<Page>

                                                                         ANNEX B
                                                                              to
                                                              SECURITY AGREEMENT

                  SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS

<Table>
<Caption>
                     Assignor                        Location
                     --------                        --------
                     <S>                             <C>

</Table>

<Page>

                                                                         ANNEX C
                                                                              to
                                                              SECURITY AGREEMENT

                     SCHEDULE OF TRADE AND FICTITIOUS NAMES

<Table>
<Caption>
                 Name of                            Trade and/or
                Assignor                          Fictitious Names
                --------                          ----------------
                <S>                               <C>

</Table>

<Page>

                                                                         ANNEX D
                                                                              to
                                                              SECURITY AGREEMENT

        DESCRIPTION OF CERTAIN SIGNIFICANT TRANSACTIONS OCCURRING WITHIN
              ONE YEAR PRIOR TO THE DATE OF THE SECURITY AGREEMENT

<Table>
<Caption>
                                           Description of Any Transactions as Required by
Name of Assignor                           Section 2.7 of the Security Agreement
----------------                           -------------------------------------
<S>                                        <C>

</Table>

<Page>

                                                                         ANNEX E
                                                                              to
                                                              SECURITY AGREEMENT

                      DESCRIPTION OF COMMERCIAL TORT CLAIMS

<Table>
<Caption>
Name of Assignor                          Description of Commercial Tort Claims
----------------                          -------------------------------------
<S>                                       <C>

</Table>

<Page>

                                                                         ANNEX F
                                                                              to
                                                              SECURITY AGREEMENT

                       SCHEDULE OF MARKS AND APPLICATIONS;
                      INTERNET DOMAIN NAME OF REGISTRATIONS

1.   MARKS AND APPLICATIONS:

<Table>
<Caption>
     Marks                          Country                  Registration No.
     -----                          -------                  ----------------
     <S>                            <C>                      <C>

</Table>

2.   INTERNET DOMAIN NAME REGISTRATIONS:

<Table>
<Caption>
                                                          Registration No. (Or Other
     Internet Domain Names               Country            Applicable Identifier)
     ---------------------               -------          --------------------------
     <S>                                 <C>              <C>

</Table>

<Page>

                                                                         ANNEX G
                                                                              to
                                                              SECURITY AGREEMENT

                               SCHEDULE OF PATENTS

<Page>

                                                                         ANNEX H
                                                                              to
                                                              SECURITY AGREEMENT

                             SCHEDULE OF COPYRIGHTS

<Table>
<Caption>
        Numbers                     Publication                      Copyright
     Registration                      Date                            Title
     ------------                   -----------                      ---------
     <S>                            <C>                              <C>

</Table>

<Page>

                                                                         Annex I
                                                                              to
                                                              SECURITY AGREEMENT

                           GRANT OF SECURITY INTEREST
                           IN UNITED STATES TRADEMARKS

          FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which
are hereby acknowledged, [Name of Grantor], a __________ _________ (the
"Grantor") with principal offices at ____________________________, hereby
assigns and grants to Deutsche Bank Trust Company Americas, as Collateral Agent,
with principal offices at 31 West 52nd Street, New York, New York 10019 (the
"Grantee"), a security interest in (i) all of the Grantor's right, title and
interest in and to the United States trademarks, trademark registrations and
trademark applications (the "Marks") set forth on Schedule A attached hereto,
(ii) all Proceeds (as such term is defined in the Security Agreement referred to
below) and products of the Marks, (iii) the goodwill of the businesses with
which the Marks are associated and (iv) all causes of action arising prior to or
after the date hereof for infringement of any of the Marks or unfair competition
regarding the same.

          THIS GRANT is made to secure the satisfactory performance and payment
of all the Obligations of the Grantor, as such term is defined in the Security
Agreement among the Grantor, the other assignors from time to time party thereto
and the Grantee, dated as of November 25, 2002 (as amended, modified, restated
and/or supplemented from time to time, the "Security Agreement"). At the request
and expense of the Grantor upon or after the occurrence of the Termination Date
(as defined in the Security Agreement), the Grantee shall execute, acknowledge,
and deliver to the Grantor an instrument in writing releasing the security
interest in the Marks acquired under this Grant.

          This Grant has been granted in conjunction with the security interest
granted to the Grantee under the Security Agreement. The rights and remedies of
the Grantee with respect to the security interest granted herein are as set
forth in the Security Agreement, all terms and

<Page>

                                                                         Annex I
                                                                          Page 2

provisions of which are incorporated herein by reference. In the event that any
provisions of this Grant are deemed to conflict with the Security Agreement, the
provisions of the Security Agreement shall govern.

   [Remainder of this page intentionally left blank; signature page follows.]

                                      * * *

<Page>

                                                                         Annex I
                                                                          Page 3

          IN WITNESS WHEREOF, the undersigned have executed this Grant as of the
____ day of ____________, ____.

                                    [NAME OF GRANTOR], Grantor


                                    By:
                                        ---------------------------------
                                        Name:
                                        Title:


                                    DEUTSCHE BANK TRUST COMPANY
                                     AMERICAS, as Collateral Agent and Grantee


                                    By:
                                        --------------------------------
                                        Name:
                                        Title:

<Page>

STATE OF ______________)
                       ) ss.:
COUNTY OF _____________)


          On this ____ day of _________, ____, before me personally came
________ ________________ who, being by me duly sworn, did state as follows:
that [s]he is ______________ of [Name of Grantor], that [s]he is authorized to
execute the foregoing Grant on behalf of said ____________ and that [s]he did so
by authority of the [Board of Directors] of said ____________.


                                           -------------------------
                                                   Notary Public

<Page>

STATE OF ______________)
                       ) ss.:
COUNTY OF _____________)


          On this ____ day of _________, ____, before me personally came
________ _____________________ who, being by me duly sworn, did state as
follows: that [s]he is __________________ of Deutsche Bank Trust Company
Americas, that [s]he is authorized to execute the foregoing Grant on behalf of
said corporation and that [s]he did so by authority of the Board of Directors of
said corporation.


                                           ----------------------------
                                                     Notary Public

<Page>

                                                                      SCHEDULE A

<Table>
<Caption>
     MARK                          REG. NO.                 REG. DATE
     ----                          --------                 ---------
     <S>                           <C>                      <C>

</Table>

<Page>

                                                                         ANNEX J
                                                                              to
                                                              SECURITY AGREEMENT

                           GRANT OF SECURITY INTEREST
                            IN UNITED STATES PATENTS

          FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which
are hereby acknowledged, [Name of Grantor], a __________ _________ (the
"Grantor") with principal offices at ____________________________, hereby
assigns and grants to Deutsche Bank Trust Company Americas, as Collateral Agent,
with principal offices at 31 West 52nd Street, New York, New York 10019 (the
"Grantee"), a security interest in (i) all of the Grantor's rights, title and
interest in and to the United States patents (the "Patents") set forth on
Schedule A attached hereto, in each case together with (ii) all Proceeds (as
such term is defined in the Security Agreement referred to below) and products
of the Patents, and (iii) all causes of action arising prior to or after the
date hereof for infringement of any of the Patents or unfair competition
regarding the same.

          THIS GRANT is made to secure the satisfactory performance and payment
of all the Obligations of the Grantor, as such term is defined in the Security
Agreement among the Grantor, the other assignors from time to time party thereto
and the Grantee, dated as of November 25, 2002 (as amended, modified, restated
and/or supplemented from time to time, the "Security Agreement"). At the request
and expense of the Grantor upon or after the occurrence of the Termination Date
(as defined in the Security Agreement), the Grantee shall execute, acknowledge,
and deliver to the Grantor an instrument in writing releasing the security
interest in the Patents acquired under this Grant.

<Page>

                                                                         Annex J
                                                                          Page 2

          This Grant has been granted in conjunction with the security interest
granted to the Grantee under the Security Agreement. The rights and remedies of
the Grantee with respect to the security interest granted herein are as set
forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall govern.

   [Remainder of this page intentionally left blank; signature page follows.]

                                      * * *

<Page>

                                                                         Annex J
                                                                          Page 3

          IN WITNESS WHEREOF, the undersigned have executed this Grant as of the
____ day of ____________, ____.

                                    [NAME OF GRANTOR], Grantor


                                    By:
                                        ---------------------------------
                                        Name:
                                        Title:


                                    DEUTSCHE BANK TRUST COMPANY
                                     AMERICAS, as Collateral Agent and Grantee

                                    By:
                                        ---------------------------------
                                        Name:
                                        Title:

<Page>

STATE OF ______________)
                       ) ss.:
COUNTY OF _____________)


          On this ____ day of _________, ____, before me personally came
________ ________________ who, being by me duly sworn, did state as follows:
that [s]he is ______________ of [Name of Grantor], that [s]he is authorized to
execute the foregoing Grant on behalf of said ____________ and that [s]he did so
by authority of the Board of Directors of said ____________.


                                           -------------------------
                                                   Notary Public

<Page>

STATE OF ______________)
                       ) ss.:
COUNTY OF _____________)


          On this ____ day of _________, ____, before me personally came
________ _____________________ who, being by me duly sworn, did state as
follows: that [s]he is __________________ of Deutsche Bank Trust Company
Americas, that [s]he is authorized to execute the foregoing Grant on behalf of
said corporation and that [s]he did so by authority of the Board of Directors of
said corporation.


                                             ---------------------------
                                                     Notary Public

<Page>

                                                                      SCHEDULE A

<Table>
<Caption>
     PATENT                        PATENT NO.                   ISSUE DATE
     ------                        ----------                   ----------
     <S>                           <C>                          <C>

</Table>

<Page>

                                                                         ANNEX K
                                                                              to
                                                              SECURITY AGREEMENT

                           GRANT OF SECURITY INTEREST
                           IN UNITED STATES COPYRIGHTS

          WHEREAS, [Name of Grantor], a _______________ _____________ (the
"Grantor"), having its chief executive office at ________________________,
__________________, is the owner of all right, title and interest in and to the
United States copyrights and associated United States copyright registrations
and applications for registration set forth in Schedule A attached hereto;

          WHEREAS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent,
having its principal offices at 31 West 52nd Street, New York, New York 10019
(the "Grantee"), desires to acquire a security interest in said copyrights and
copyright registrations and applications therefor; and

          WHEREAS, the Grantor is willing to assign to the Grantee, and to grant
to the Grantee a security interest in and lien upon the copyrights and copyright
registrations and applications therefor described above.

          NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and subject to the terms and conditions of the
Security Agreement, dated as of November 25, 2002, made by the Grantor, the
other assignors from time to time party thereto and the Grantee (as amended,
modified, restated and/or supplemented from time to time, the "Security
Agreement"), the Grantor hereby assigns to the Grantee as collateral security,
and grants to the Grantee a security interest in, the copyrights and copyright
registrations and applications therefor set forth in Schedule A attached hereto.

          This Grant has been granted in conjunction with the security interest
granted to the Grantee under the Security Agreement. The rights and remedies of
the Grantee with respect to the security interest granted herein are as set
forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall govern.

   [Remainder of this page intentionally left blank; signature page follows.]

                                      * * *

<Page>

                                                                         Annex K
                                                                          Page 2

          IN WITNESS WHEREOF, the undersigned have executed this Grant as of the
_____ day of _________, ____.


                                    [NAME OF GRANTOR], as Grantor


                                    By:
                                        ---------------------------------
                                        Name:
                                        Title:


                                    DEUTSCHE BANK TRUST COMPANY
                                       AMERICAS, as Collateral Agent and Grantee


                                    By:
                                        ---------------------------------
                                        Name:
                                        Title:

<Page>

STATE OF               )
                        ) ss:
COUNTY OF              )


          On this __ day of _________, ____, before me personally came
___________ ______________, who being duly sworn, did depose and say that [s]he
is ___________________ of [Name of Grantor], that [s]he is authorized to execute
the foregoing Grant on behalf of said corporation and that [s]he did so by
authority of the Board of Directors of said corporation.


                                            ----------------------------
                                                     Notary Public

<Page>

STATE OF ______________ )
                        ) ss.:
COUNTY OF______________ )


          On this ____ day of _________, ____, before me personally came
________ __________________ who, being by me duly sworn, did state as follows:
that [s]he is __________________ of Deutsche Bank Trust Company Americas, that
[s]he is authorized to execute the foregoing Grant on behalf of said __________
and that [s]he did so by authority of the Board of Directors of said
_____________.

                                            ----------------------------
                                                     Notary Public

<Page>

                                                                      SCHEDULE A

                                 U.S. COPYRIGHTS

<Table>
<Caption>
     RESIGISTRATION                    PUBLICATION                     COPYRIGHT
         NUMBERS                          DATE                           TITLE
         -------                          ----                           -----
     <S>                               <C>                             <C>

</Table>