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                                                                   EXHIBIT 10.51

(BILATERAL FORM)                                                  EXECUTION COPY
(ISDA AGREEMENTS SUBJECT TO NEW YORK LAW ONLY)            REFERENCE NO. CB04-920

                                     ISDA(R)

                 International Swaps ivatives Association, Inc.

                              CREDIT SUPPORT ANNEX

                             to the Schedule to the
                              ISDA MASTER AGREEMENT

                                   ----------

                           dated as of August 14, 2002

                                     between

Citibank, N.A.                       and                      GBC Florida, Inc..

     ("Party A")                                                     ("Party B")

This Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows: --

PARAGRAPH 1. INTERPRETATION

(a)   DEFINITIONS AND INCONSISTENCY. Capitalized terms not otherwise defined
herein or elsewhere in this Agreement have the meanings specified pursuant to
Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs
of this Annex. In the event of any inconsistency between this Annex and the
other provisions of this Schedule, this Annex will prevail, and in the event of
any inconsistency between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.

(b)   SECURED PARTY AND PLEDGOR. All references in this Annex to the "Secured
Party" will be to either party when acting in that capacity and all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity; PROVIDED, HOWEVER, that if Other Posted Support is held by a
party to this Annex, all references herein to that party as the Secured Party
with respect to that Other Posted Support will be to that party as the
beneficiary thereof and will

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not subject that support or that party as the beneficiary thereof to provisions
of law generally relating to security interests and secured parties.

PARAGRAPH 2. SECURITY INTEREST

Each party, as the Pledgor, hereby pledges to the other party, as the Secured
Party, as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the
security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by
either party.

PARAGRAPH 3. CREDIT SUPPORT OBLIGATIONS

(a)   DELIVERY AMOUNT. Subject to Paragraphs 4 and 5, upon a demand made by the
Secured Party on or promptly following a Valuation Date, if the Delivery Amount
for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount,
then the Pledgor will Transfer to the Secured Party Eligible Credit Support
having a Value as of the date of Transfer at least equal to the applicable
Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified
in Paragraph 13, the "DELIVERY AMOUNT" applicable to the Pledgor for any
Valuation Date will equal the amount by which:

      (i)   the Credit Support Amount

      exceeds

      (ii) the Value as of that Valuation Date of all Posted Credit Support held
      by the Secured Party.

(b)   RETURN AMOUNT. Subject to Paragraphs 4 and 5, upon a demand made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for that
Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount,
then the Secured Party will Transfer to the Pledgor Posted Credit Support
specified by the Pledgor in that demand having a Value as of the date of
Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
"RETURN AMOUNT" applicable to the Secured Party for any Valuation Date will
equal the amount by which:

      (i) the Value as of that Valuation Date of all Posted Credit Support held
      by the Secured Party

      exceeds

      (ii)  the Credit Support Amount.

"CREDIT SUPPORT AMOUNT" means, unless otherwise specified in Paragraph 13, for
any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all Independent Amounts applicable to the Secured Party, if any,
minus (iv) the Pledgor's Threshold; PROVIDED, HOWEVER,

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that the Credit Support Amount will be deemed to be zero whenever the
calculation of Credit Support Amount yields a number less than zero.

PARAGRAPH 4. CONDITIONS PRECEDENT, TRANSFER TIMING, CALCULATIONS AND
SUBSTITUTIONS

(a)   CONDITIONS PRECEDENT. Each Transfer obligation of the Pledgor under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and
6(d) is subject to the conditions precedent that:

      (i) no Event of Default, Potential Event of Default or Specified Condition
      has occurred and is continuing with respect to the other party; and

      (ii) no Early Termination Date for which any unsatisfied payment
      obligations exist has occurred or been designated as the result of an
      Event of Default or Specified Condition with respect to the other party.

(b)   TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the next Local Business Day; if
a demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of business on the second Local Business Day
thereafter.

(c)   CALCULATIONS. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the Notification
Time on the Local Business Day following the applicable Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).

(d)   SUBSTITUTIONS.

      (i) Unless otherwise specified in Paragraph 13, upon notice to the Secured
      Party specifying the items of Posted Credit Support to be exchanged, the
      Pledgor may, on any Local Business Day, Transfer to the Secured Party
      substitute Eligible Credit Support (the "Substitute Credit Support"); and

      (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the
      Pledgor the items of Posted Credit Support specified by the Pledgor in its
      notice not later than the Local Business Day following the date on which
      the Secured Party receives the Substitute Credit Support, unless otherwise
      specified in Paragraph 13 (the "Substitution Date"); PROVIDED that the
      Secured Party will only be obligated to Transfer Posted Credit Support
      with a Value as of the date of Transfer of that Posted Credit Support
      equal to the Value as of that date of the Substitute Credit Support.

PARAGRAPH 5. DISPUTE RESOLUTION

If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation
of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of
Eligible Credit Support or

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Posted Credit Support, then (1) the Disputing Party will notify the other party
and the Valuation Agent (if the Valuation Agent is not the other party) not
later than the close of business on the Local Business Day following (X) the
date that the demand is made under Paragraph 3 in the case of (I) above or (Y)
the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a),
the appropriate party will Transfer the undisputed amount to the other party not
later than the close of business on the Local Business Day following (X) the
date that the demand is made under Paragraph 3 in the case of (I) above or (Y)
the date of Transfer in the case of (II) above, (3) the parties will consult
with each other in an attempt to resolve the dispute and (4) if they fail to
resolve the dispute by the Resolution Time, then:

      (i)   In the case of a dispute involving a Delivery Amount or Return
      Amount, unless otherwise specified in Paragraph 13, the Valuation Agent
      will recalculate the Exposure and the Value as of the Recalculation Date
      by:

               (A) utilizing any calculations of Exposure for the Transactions
               (or Swap Transactions) that the parties have agreed are not in
               dispute;

               (B) calculating the Exposure for the Transactions (or Swap
               Transactions) in dispute by seeking four actual quotations at
               mid-market from Reference Market-makers for purposes of
               calculating Market Quotation, and taking the arithmetic average
               of those obtained; PROVIDED that if four quotations are not
               available for a particular Transaction (or Swap Transaction),
               then fewer than four quotations may be used for that Transaction
               (or Swap Transaction); and if no quotations are available for a
               particular Transaction (or Swap Transaction), then the Valuation
               Agent's original calculations will be used for that Transaction
               (or Swap Transaction); and

               (C) utilizing the procedures specified in Paragraph 13 for
               calculating the Value, if disputed, of Posted Credit Support.

      (ii)  In the case of a dispute involving the Value of any Transfer of
      Eligible Credit Support or Posted Credit Support, the Valuation Agent will
      recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) not
later than the Notification Time on the Local Business Day following the
Resolution Time. The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

PARAGRAPH 6. HOLDING AND USING POSTED COLLATERAL

(a)   CARE OF POSTED COLLATERAL. Without limiting the Secured Party's rights
under Paragraph 6(c), the Secured Party will exercise reasonable care to assure
the safe custody of all Posted Collateral to the extent required by applicable
law, and in any event the Secured Party will be deemed to have exercised
reasonable care if it exercises at least the same degree of care as it would
exercise with respect to its own property. Except as specified in the preceding
sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without

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limitation, any duty to collect any Distributions, or enforce or preserve any
rights pertaining thereto.

(b)   ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

      (i) GENERAL. Subject to the satisfaction of any conditions specified in
      Paragraph 13 for holding Posted Collateral, the Secured Party will be
      entitled to hold Posted Collateral or to appoint an agent (a "Custodian")
      to hold Posted Collateral for the Secured Party. Upon notice by the
      Secured Party to the Pledgor of the appointment of a Custodian, the
      Pledgor's obligations to make any Transfer will be discharged by making
      the Transfer to that Custodian. The holding of Posted Collateral by a
      Custodian will be deemed to be the holding of that Posted Collateral by
      the Secured Party for which the Custodian is acting.

      (ii) FAILURE TO SATISFY CONDITIONS. If the Secured Party or its Custodian
      fails to satisfy any conditions for holding Posted Collateral, then upon a
      demand made by the Pledgor, the Secured Party will, not later than five
      Local Business Days after the demand, Transfer or cause its Custodian to
      Transfer all Posted Collateral held by it to a Custodian that satisfies
      those conditions or to the Secured Party if it satisfies those conditions.

      (iii) LIABILITY. The Secured Party will be liable for the acts or
      omissions of its Custodian to the same extent that the Secured Party would
      be liable hereunder for its own acts or omissions.

(c)   USE OF POSTED COLLATERAL. Unless otherwise specified in Paragraph 13 and
without limiting the rights and obligations of the parties under Paragraphs 3,
4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an
Affected Party with respect to a Specified Condition and no Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to:

      (i) sell, pledge, rehypothecate, assign, invest, use, commingle or
      otherwise dispose of, or otherwise use in its business any Posted
      Collateral it holds, free from any claim or right of any nature whatsoever
      of the Pledgor, including any equity or right of redemption by the
      Pledgor; and

      (ii) register any Posted Collateral in the name of the Secured Party, its
      Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted
Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
authorized under this Agreement, the Secured Party will be deemed to continue to
hold all Posted Collateral and to receive Distributions made thereon, regardless
of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

(d)   DISTRIBUTIONS AND INTEREST AMOUNT.

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      (i) DISTRIBUTIONS. Subject to Paragraph 4(a), if the Secured Party
      receives or is deemed to receive Distributions on a Local Business Day, it
      will Transfer to the Pledgor not later than the following Local Business
      Day any Distributions it receives or is deemed to receive to the extent
      that a Delivery Amount would not be created or increased by that Transfer,
      as calculated by the Valuation Agent (and the date of calculation will be
      deemed to be a Valuation Date for this purpose).

      (ii) INTEREST AMOUNT. Unless otherwise specified in Paragraph 13 and
      subject to Paragraph 4(a), in lieu of any interest, dividends or other
      amounts paid or deemed to have been paid with respect to Posted Collateral
      in the form of Cash (all of which may be retained by the Secured Party),
      the Secured Party will Transfer to the Pledgor at the times specified in
      Paragraph 13 the Interest Amount to the extent that a Delivery Amount
      would not be created or increased by that Transfer, as calculated by the
      Valuation Agent (and the date of calculation will be deemed to be a
      Valuation Date for this purpose). The Interest Amount or portion thereof
      not Transferred pursuant to this Paragraph will constitute Posted
      Collateral in the form of Cash and will be subject to the security
      interest granted under Paragraph 2.

PARAGRAPH 7. EVENTS OF DEFAULT

For purposes of Section 5(a)(iii)(I) of this Agreement, an Event of Default will
exist with respect to a party if:

      (i) that party fails (or fails to cause its Custodian) to make, when due,
      any Transfer of Eligible Collateral, Posted Collateral or the Interest
      Amount, as applicable, required to be made by it and that failure
      continues for two Local Business Days after notice of that failure is
      given to that party;

      (ii) that party fails to comply with any restriction or prohibition
      specified in this Annex with respect to any of the rights specified in
      Paragraph 6(c) and that failure continues for five Local Business Days
      after notice of that failure is given to that party; or

      (iii) that party fails to comply with or perform any agreement or
      obligation other than those specified in Paragraphs 7(i) and 7(ii) and
      that failure continues for 30 days after notice of that failure is given
      to that party.

PARAGRAPH 8. CERTAIN RIGHTS AND REMEDIES

(a)   SECURED PARTY'S RIGHTS AND REMEDIES. If at any time (1) an Event of
Default or Specified Condition with respect to the Pledgor has occurred and is
continuing or (2) an Early Termination Date has occurred or been designated as
the result of an Event of Default or Specified Condition with respect to the
Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights
and remedies:

      (i) all rights and remedies available to a secured party under applicable
      law with respect to Posted Collateral held by the Secured Party;

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      (ii) any other rights and remedies available to the Secured Party under
      the terms of Other Posted Support, if any;

      (iii) the right to Set-off any amounts payable by the Pledgor with respect
      to any Obligations against any Posted Collateral or the Cash equivalent of
      any Posted Collateral held by the Secured Party (or any obligation of the
      Secured Party to Transfer that Posted Collateral); and

      (iv) the right to liquidate any Posted Collateral held by the Secured
      Party through one or more public or private sales or other dispositions
      with such notice, if any, as may be required under applicable law, free
      from any claim or right of any nature whatsoever of the Pledgor, including
      any equity or right of redemption by the Pledgor (with the Secured Party
      having the right to purchase any or all of the Posted Collateral to be
      sold) and to apply the proceeds (or the Cash equivalent thereof) from the
      liquidation of the Posted Collateral to any amounts payable by the Pledgor
      with respect to any Obligations in that order as the Secured Party may
      elect.

Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted Collateral by the Secured Party, except any notice
that is required under applicable law and cannot be waived.

(b)   PLEDGOR'S RIGHTS AND REMEDIES. If at any time an Early Termination Date
has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then (except in the case
of an Early Termination Date relating to less than all Transactions (or Swap
Transactions) where the Secured Party has paid in full all of its obligations
that are then due under Section 6(e) of this Agreement):

      (i) the Pledgor may exercise all rights and remedies available to a
      pledgor under applicable law with respect to Posted Collateral held by the
      Secured Party;

      (ii) the Pledgor may exercise any other rights and remedies available to
      the Pledgor under the terms of Other Posted Support, if any;

      (iii) the Secured Party will be obligated immediately to Transfer all
      Posted Collateral and the Interest Amount to the Pledgor; and

      (iv) to the extent that Posted Collateral or the Interest Amount is not so
      Transferred pursuant to (iii) above, the Pledgor may:

               (A) Set-off any amounts payable by the Pledgor with respect to
               any Obligations against any Posted Collateral or the Cash
               equivalent of any Posted Collateral held by the Secured Party (or
               any obligation of the Secured Party to Transfer that Posted
               Collateral); and

               (B) to the extent that the Pledgor does not Set-off under (iv)(A)
               above, withhold payment of any remaining amounts payable by the
               Pledgor with respect to any

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               Obligations, up to the Value of any remaining Posted Collateral
               held by the Secured Party, until that Posted Collateral is
               Transferred to the Pledgor.

(c)   DEFICIENCIES AND EXCESS PROCEEDS. The Secured Party will Transfer to the
Pledgor any proceeds and Posted Credit Support remaining after liquidation,
Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in
full of all amounts payable by the Pledgor with respect to any Obligations; the
Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)   FINAL RETURNS. When no amounts are or thereafter may become payable by the
Pledgor with respect to any Obligations (except for any potential liability
under Section 2(d) of this Agreement), the Secured Party will Transfer to the
Pledgor all Posted Credit Support and the Interest Amount, if any.

PARAGRAPH 9. REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

               (i) it has the power to grant a security interest in and lien on
               any Eligible Collateral it Transfers as the Pledgor and has taken
               all necessary actions to authorize the granting of that security
               interest and lien;

               (ii) it is the sole owner of or otherwise has the right to
               Transfer all Eligible Collateral it Transfers to the Secured
               Party hereunder, free and clear of any security interest, lien,
               encumbrance or other restrictions other than the security
               interest and lien granted under Paragraph 2;

               (iii) upon the Transfer of any Eligible Collateral to the Secured
               Party under the terms of this Annex, the Secured Party will have
               a valid and perfected first priority security interest therein
               (assuming that any central clearing corporation or any
               third-party financial intermediary or other entity not within the
               control of the Pledgor involved in the Transfer of that Eligible
               Collateral gives the notices and takes the action required of it
               under applicable law for perfection of that interest); and

               (iv) the performance by it of its obligations under this Annex
               will not result in the creation of any security interest, lien or
               other encumbrance on any Posted Collateral other than the
               security interest and lien granted under Paragraph 2.

PARAGRAPH 10. EXPENSES

(a)   GENERAL. Except as otherwise provided in Paragraphs 10(b) and 10(c), each
party will pay its own costs and expenses in connection with performing its
obligations under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

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(b)   POSTED CREDIT SUPPORT. The Pledgor will promptly pay when due all taxes,
assessments or charges of any nature that are imposed with respect to Posted
Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is subsequently
disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party's rights under
Paragraph 6(c).

(c)   LIQUIDATION/APPLICATION OF POSTED CREDIT SUPPORT. All reasonable costs and
expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

PARAGRAPH 11. MISCELLANEOUS

(a)   DEFAULT INTEREST. A Secured Party that fails to make, when due, any
Transfer of Posted Collateral or the Interest Amount will be obligated to pay
the Pledgor (to the extent permitted under applicable law) an amount equal to
interest at the Default Rate multiplied by the Value of the items of property
that were required to be Transferred, from (and including) the date that Posted
Collateral or Interest Amount was required to be Transferred to (but excluding)
the date of Transfer of that Posted Collateral or Interest Amount. This interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed.

(b)   FURTHER ASSURANCES. Promptly following a demand made by a party, the other
party will execute, deliver, file and record any financing statement, specific
assignment or other document and take any other action that may be necessary or
desirable and reasonably requested by that party to create, preserve, perfect or
validate any security interest or lien granted under Paragraph 2, to enable that
party to exercise or enforce its rights under this Annex with respect to Posted
Credit Support or an Interest Amount or to effect or document a release of a
security interest on Posted Collateral or an Interest Amount.

(c)   FURTHER PROTECTION. The Pledgor will promptly give notice to the Secured
Party of, and defend against, any suit, action, proceeding or lien that involves
Posted Credit Support Transferred by the Pledgor or that could adversely affect
the security interest and lien granted by it under Paragraph 2, unless that
suit, action, proceeding or lien results from the exercise of the Secured
Party's rights under Paragraph 6(c).

(d)   GOOD FAITH AND COMMERCIALLY REASONABLE MANNER. Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

(e)   DEMANDS AND NOTICES. All demands and notices made by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f)   SPECIFICATIONS OF CERTAIN MATTERS. Anything referred to in this Annex as
being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

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PARAGRAPH 12. DEFINITIONS

As used in this Annex:--

"CASH" means the lawful currency of the United States of America.

"CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.

"CUSTODIAN" has the meaning specified in Paragraphs 6(b)(i) and 13.

"DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).

"DISPUTING PARTY" has the meaning specified in Paragraph 5.

"DISTRIBUTIONS" means with respect to Posted Collateral other than Cash, all
principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c). Distributions will not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

"ELIGIBLE COLLATERAL" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"ELIGIBLE CREDIT SUPPORT" means Eligible Collateral and Other Eligible Support.

"EXPOSURE" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions)
were being terminated as of the relevant Valuation Time; PROVIDED that Market
Quotation will be determined by the Valuation Agent using its estimates at
mid-market of the amounts that would be paid for Replacement Transactions (as
that term is defined in the definition of "Market Quotation").

"INDEPENDENT AMOUNT" means, with respect to a party, the amount specified as
such for that party in Paragraph 13; if no amount is specified, zero.

"INTEREST AMOUNT" means, with respect to an Interest Period, the aggregate sum
of the amounts of interest calculated for each day in that Interest Period on
the principal amount of Posted Collateral in the form of Cash held by the
Secured Party on that day, determined by the Secured Party for each such day as
follows:

      (x)   the amount of that Cash on that day; multiplied by

      (y)   the Interest Rate in effect for that day; divided by

      (z)   360.

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"INTEREST PERIOD" means the period from (and including) the last Local Business
Day on which an Interest Amount was Transferred (or, if no Interest Amount has
yet been Transferred, the Local Business Day on which Posted Collateral in the
form of Cash was Transferred to or received by the Secured Party) to (but
excluding) the Local Business Day on which the current Interest Amount is to be
Transferred.

"INTEREST RATE" means the rate specified in Paragraph 13.

"LOCAL BUSINESS DAY", unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

"MINIMUM TRANSFER AMOUNT" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"NOTIFICATION TIME" has the meaning specified in Paragraph 13.

"OBLIGATIONS" means, with respect to a party, all present and future obligations
of that party under this Agreement and any additional obligations specified for
that party in Paragraph 13.

"OTHER ELIGIBLE SUPPORT" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"OTHER POSTED SUPPORT" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

"PLEDGOR" means either party, when that party (i) receives a demand for or is
required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

"POSTED COLLATERAL" means all Eligible Collateral, other property,
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not
Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"POSTED CREDIT SUPPORT" means Posted Collateral and Other Posted Support.

"RECALCULATION DATE" means the Valuation Date that gives rise to the dispute
under Paragraph 5; PROVIDED, HOWEVER, that if a subsequent Valuation Date occurs
under Paragraph 3 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"RESOLUTION TIME" has the meaning specified in Paragraph 13.

"RETURN AMOUNT" has the meaning specified in Paragraph 3(b).

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"SECURED PARTY" means either party, when that party (i) makes a demand for or is
entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds
or is deemed to hold Posted Credit Support.

"SPECIFIED CONDITION" means, with respect to a party, any event specified as
such for that party in Paragraph 13.

"SUBSTITUTE CREDIT SUPPORT" has the meaning specified in Paragraph 4(d)(i).

"SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).

"THRESHOLD" means, with respect to a party, the amount specified as such for
that party in Paragraph 13; if no amount is specified, zero.

"TRANSFER" means, with respect to any Eligible Credit Support, Posted Credit
Support or Interest Amount, and in accordance with the instructions of the
Secured Party, Pledgor or Custodian, as applicable:

      (i) in the case of Cash, payment or delivery by wire transfer into one or
      more bank accounts specified by the recipient;

      (ii) in the case of certificated securities that cannot be paid or
      delivered by book-entry, payment or delivery in appropriate physical form
      to the recipient or its account accompanied by any duly executed
      instruments of transfer, assignments in blank, transfer tax stamps and any
      other documents necessary to constitute a legally valid transfer to the
      recipient;

      (iii) in the case of securities that can be paid or delivered by
      book-entry, the giving of written instructions to the relevant depository
      institution or other entity specified by the recipient, together with a
      written copy thereof to the recipient, sufficient if complied with to
      result in a legally effective transfer of the relevant interest to the
      recipient; and

      (iv) in the case of Other Eligible Support or Other Posted Support, as
      specified in Paragraph 13.

"VALUATION AGENT" has the meaning specified in Paragraph 13.

"VALUATION DATE" means each date specified in or otherwise determined pursuant
to Paragraph 13.

"VALUATION PERCENTAGE" means, for any item of Eligible Collateral, the
percentage specified in Paragraph 13.

"VALUATION TIME" has the meaning specified in Paragraph 13.

"VALUE" means for any Valuation Date or other date for which Value is calculated
and subject to Paragraph 5 in the case of a dispute, with respect to:

                                       12
<Page>

      (i) Eligible Collateral or Posted Collateral that is:

               (A) Cash, the amount thereof; and

               (B) a security, the bid price obtained by the Valuation Agent
               multiplied by the applicable Valuation Percentage, if any;

      (ii) Posted Collateral that consists of items that are not specified as
      Eligible Collateral, zero; and

      (iii) Other Eligible Support and Other Posted Support, as specified in
      Paragraph 13.

                                       13
<Page>

                                                                  Execution Copy
                                                         Reference No.  CB04-920

PARAGRAPH 13. ELECTIONS AND VARIABLES

(a)   SECURITY INTEREST FOR "OBLIGATIONS". The term "Obligations" shall have the
meaning set forth in Paragraph 12 and no additional obligations shall apply to
either party.

(b)   CREDIT SUPPORT OBLIGATIONS.

      (i)   DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT; ADDITION
TO PARAGRAPH 3.

               (A) "DELIVERY AMOUNT" has the meaning set forth in Paragraph
3(a).

               (B) "RETURN AMOUNT" has the meaning set forth in Paragraph 3(b).

               (C) "CREDIT SUPPORT AMOUNT" means for any Valuation Date (i) the
Secured Party's Exposure for that Valuation Date plus (ii) the aggregate of all
Independent Amounts applicable to the Pledgor, if any, minus (iii) the Pledgor's
Threshold, if any; provided, however, that (x) in the case where the sum of the
Independent Amounts applicable to the Pledgor exceeds zero, the Credit Support
Amount will not be less than the sum of all Independent Amounts applicable to
the Pledgor and (y) in all other cases, the Credit Support Amount will be deemed
to be zero whenever the calculation of the Credit Support Amount yields an
amount less than zero.

      (ii)  ELIGIBLE COLLATERAL. The items set forth on Schedule I hereto will
qualify as "ELIGIBLE COLLATERAL" for the party specified.

      (iii) OTHER ELIGIBLE SUPPORT. There shall be no "Other Eligible Support"
for either party for purposes of this Annex.

      (iv)  THRESHOLDS.

               (A) "INDEPENDENT AMOUNT" shall mean, with respect to Party A and
               Party B and with regard to any Transaction, none.

               (B) "THRESHOLD" shall mean, with respect to both Party A and
               Party B, zero.

               (C) "MINIMUM TRANSFER AMOUNT" shall mean, USD 100,000.

               (D) ROUNDING. The Delivery Amount and the Return Amount will not
               be rounded.

                                       14
<Page>

(c)   VALUATION AND TIMING.

      (i) "VALUATION AGENT" means, for purposes of Paragraphs 3 and 5, the party
making the demand under Paragraph 3, and, for purposes of Paragraphs 4(d)(ii)
and 6(d), the Secured Party receiving or deemed to receive the Substitute Credit
Support or the Distributions or the Interest Amount, as applicable, provided,
however, that for purposes of calculating the Value of Eligible Credit Support
or Posted Credit Support, Party A shall be the Valuation Agent. Provided
further, that in all cases, if an Event of Default or Potential Event of Default
has occurred and, in the case of a Potential Event of Default, is continuing
with respect to the party designated as the Valuation Agent (or any Credit
Support Provider or Specified Entity of such party), then in such case, upon the
occurrence of such Event of Default or for so long as such Potential Event of
Default continues, the other party will be the Valuation Agent.

      (ii) "VALUATION DATE" means each Local Business Day.

      (iii) "VALUATION TIME" means, with respect to the determination of
Exposure, Value of Eligible Credit Support and Posted Credit Support, the close
of business on the Local Business Day immediately before the Valuation Date or
date of calculation, as applicable, provided that the calculations of Value and
Exposure will be made as of approximately the same time on the same date.

      (iv) "NOTIFICATION TIME" means 10:00 a.m., New York time on a Valuation
Date; provided, however, that, notwithstanding Paragraph 4(b), (x) with regard
to Transfers of Eligible Credit Support or Posted Credit Support in the form of
Cash, if a request for Transfer is made by the Notification Time, then the
relevant Transfer shall be made not later than the close of business on the day
on which such request is received, or, if such day is not a Local Business Day
or, if such request is received after the Notification Time, not later than the
close of business on the next Local Business Day, and (y) with regard to
Transfers of other forms of Eligible Credit Support or Posted Credit Support,
the relevant Transfer shall be made in accordance with Paragraph 4(b).
Notwithstanding anything herein to the contrary, with regard to Transfers of
Independent Amounts, the relevant Transfer shall be made by the close of
business on the second Local Business Day following the Trade Date of the
applicable Transaction.

(d)   CONDITIONS PRECEDENT AND SECURED PARTY'S RIGHTS AND REMEDIES. There shall
be no "Specified Condition" with respect to Party A or Party B.

(e)   SUBSTITUTION. "SUBSTITUTION DATE" has the meaning specified in Paragraph
4(d)(ii).

(f)   DISPUTE RESOLUTION.

      (i) "RESOLUTION TIME" means 1:00 p.m., New York time, on the Local
Business Day following the date on which notice is given that gives rise to a
dispute under Paragraph 5.

      (ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), Party A will
determine the Value of Eligible Credit Support or Posted Credit Support
consisting of securities based upon the mid market quotations of any generally
recognized dealer (which may include an affiliate of

                                       15
<Page>

Party A), and adding thereto any interest accrued but not paid to any person
with respect to such securities through the day on which the determination is
made and multiplying the sum by the applicable Valuation Percentage, if any.

      (iii) ALTERNATIVE. The provisions of Paragraph 5 will apply, provided,
however, that in the event of a dispute regarding the Value of securities which
constitute Eligible Credit Support or Posted Credit Support, Party B may submit
mid market quotations from two other recognized dealers in which case the Value
of such securities shall be the mean of the two quotations submitted by Party B.

(g) HOLDING AND USING POSTED COLLATERAL.

      (i) ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS. A party or its
Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b)
provided that such party is not a Defaulting Party and is located in the United
States. Initially Party A shall not be using a Custodian and initially the
Custodian for Party B shall be as set forth in a written notice delivered to
Party A to the address and in the manner as set forth in Paragraph (k).

      (ii) USE OF POSTED COLLATERAL. The provisions of Section 6(c) will apply.

(h) DISTRIBUTIONS AND INTEREST AMOUNT.

      (i) INTEREST RATE. The "Interest Rate" will be (i) the overnight ask rate
in effect for such day, as set forth opposite the caption "O/N" under the
heading "USD" on Telerate Page 3750 or any successor page thereto on or about
11:00 a.m., New York time, on such day, (ii) if no successor page is quoted, the
rate in effect for such day, as set forth in H.15 (519) for that day opposite
the caption "Federal Funds (Effective)" and if the rate is not yet published in
H.15(519), the rate for such day will be the rate set forth in Composite 3:30
p.m. Quotations for U.S. Government Securities for that day under the caption
"Federal Funds/Effective Rate." If on any day the appropriate rate for such day
is not published in either H.15 (519) or Composite 3:30 p.m. Quotations for U.S.
Government Securities, the rate for such day will be the arithmetic mean of the
rate for the last transaction in overnight U.S. Dollar Federal funds arranged by
three leading brokers of U.S. Dollar federal funds transactions in New York City
selected by Party A in good faith prior to 9:00 a.m., New York City time on such
day. "H.15(519) means the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the Federal
Reserve System. "COMPOSITE 3:30 P.M. QUOTATIONS FOR U.S. GOVERNMENT SECURITIES"
means the daily statistical release designated as such, or any successor
publication, published by the Federal Reserve Bank of New York, or (iii) if such
Federal funds rate is not available, any page agreed by the parties.

      (ii) TRANSFER OF INTEREST AMOUNT. Transfers of the Interest Amount will be
made in arrears on the last Local Business Day of each calendar month and on any
Local Business Day that Posted Collateral in the form of Cash is transferred to
the Pledgor pursuant to Paragraph 3(b).

                                       16
<Page>

      (iii) ALTERNATIVE TO INTEREST AMOUNT. The provisions of Paragraph 6(d)(ii)
will apply, provided, however, that the Interest Amount will compound daily.

(i) ADDITIONAL REPRESENTATIONS.

Pledgor represents to Secured Party (which representation will be deemed to be
repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that no consent, approval or other authorization of any governmental
authority is required in connection with the Transfer of Eligible Collateral
hereunder and its assets exceed its liabilities.

(j) OTHER ELIGIBLE SUPPORT AND OTHER POSTED SUPPORT.

      (i) "VALUE" with respect to Other Eligible Support and Other Posted
Support shall not be applicable.

      (ii) "TRANSFER" with respect to Other Eligible Support and Other Posted
Support shall not be applicable.

(k) DEMANDS AND NOTICES.

All demands, specifications and notices under this Annex will be made pursuant
to the Notices Section of this Annex, provided, that the address for Party A for
such purposes shall be:

                                   Citibank N.A.
                                   Collateral Management Group
                                   333 West 34th Street, 2nd FL
                                   New York, NY 10001
                                   Telephone no. (212) 615-8589
                                   Facsimile no. (212) 994-0727;

and the address for Party B for such purposes shall be:

                                   GBC Florida, Inc.
                                   11301 Nall,
                                   Leawood, Kansas 66211
                                   Attention: Vice President and Treasurer
                                   Facsimile No: 913-451-8004

(l) OTHER PROVISIONS.

      (i) USE OF POSTED CREDIT SUPPORT. Supplementing the provisions of
Paragraph 6(c), the Secured Party may notify the obligors on any Posted
Collateral to make payment to the Secured Party or its nominee or transferee of
any amounts due thereon and to take control or grant its nominee the right to
take control of any proceeds of any Posted Collateral.

                                       17
<Page>

      (ii) COLLATERAL ACCOUNT; PLACE OF TRANSFERS. Transfers of Eligible Credit
Support by the Pledgor to the Secured Party shall be made for credit to an
account of the Secured Party at such commercial bank in New York City as shall
be designated by the Secured Party.

      (iii) U.S. BANKRUPTCY CODE PROVISIONS. (x) All Transfers of Posted
Collateral hereunder (including the grant of a security interest in Posted
Collateral hereunder) are "transfers" "under" the Agreement within the meaning
of Section 546(g) of the United States Bankruptcy Code; and (y) to the extent
any Transaction constitutes a "forward contract" within the meaning of the
United States Bankruptcy Code, transfers of Posted Collateral under the Annex
are intended to be "margin payments" within the meaning of Section 101(38) of
the United States Bankruptcy Code.

      (iv) NOTICES. Notwithstanding Section 12 of the Agreement, any
communication by a party ("X") to the other party ("Y") requesting the delivery
or return of Eligible Credit Support or Posted Credit Support pursuant to
Section 3 of this Annex may be given orally (including telephonically to the
telephone number of Y set forth in subparagraph (k) above, or any other
telephone number Y may notify X of in writing) during normal business hours in
the city in which Y is located on any Local Business Day to any officer,
employee or agent of Y which identifies himself or herself as being permitted to
receive oral communications on behalf of Y with respect to this Annex. Any such
oral communication will be deemed received and effective when actually received
by any such officer, employee or agent of Y. X shall deliver to Y, within one
Local Business Day following receipt of an oral or written request by Y, a
written confirmation of any such oral communication.

      (v) SECURED PARTY'S RIGHTS AND REMEDIES.

            (a) Supplementing the provisions of Paragraph 8(a), the Pledgor
irrevocably appoints the Secured Party its attorney-in-fact, with full authority
in its place and stead and in its name or otherwise, from time to time in the
Secured Party's discretion, to take any action and to execute any instrument
which the Secured Party may deem necessary or advisable to accomplish the
purposes of this Annex, including without limitation:

            (i) to ask, demand, collect, sue for, recover, compromise, receive
            and give acquittance and receipts for moneys due and to become due
            under or in respect of any Posted Collateral and to perform all
            other acts as fully as though the Secured Party were the absolute
            owner of the Posted Collateral for all purposes,

            (ii) to receive, endorse, and collect any drafts or other
            instruments, documents and chattel paper, in connection with clause
            (i) above, and

            (iii) to file any claims or take any action or institute any
            proceedings which the Secured Party may deem necessary or desirable
            for the collection of any of the Posted Collateral or otherwise to
            enforce the rights of the Secured Party with respect to any Posted
            Collateral.

                                       18
<Page>

            (b) Further supplementing the provisions of Paragraph 8(a) and
13(a), the Secured Party may apply Eligible Credit Support or Posted Credit
Support to pay any amounts due by Pledgor to Secured Party pursuant to this
Agreement.

      (vi) ACTIONS HEREUNDER. Either party may take any actions hereunder,
including liquidation rights, through its Custodian, and, in the case of Party
A, through Salomon Smith Barney Inc. or any successor to either, as agent for
Party A.

      (vii) SUCCESSORS. This Annex and all obligations of any Pledgor hereunder
shall be binding upon the successors and assigns of such Pledgor and shall,
together with the rights and remedies of any Secured Party hereunder, inure to
the benefit of such Secured Party and its respective successors and assigns.

      (viii) NO THIRD PARTY RIGHTS. This Annex has been and is made solely for
the benefit of Party A and Party B and their respective assigns, and no other
person, partnership, association, corporation or other entity shall acquire or
have any right under or by virtue of this Annex.

           IN WITNESS WHEREOF, the parties hereto have executed this Annex as of
the date first above written.

Citibank, N.A.,                               GBC Florida, Inc.


By:         /s/ Linda R. Cook                 By:     /s/ Rick J. Tremblay
   -------------------------------------         ------------------------------
     Name:  Linda Cook                                Name:  Rick J. Tremblay
     Title: Vice President                            Title: Exec VP-CFO
            Citibank, N.A.
            250 West Street/10th Floor
            New York, New York 10013

                                       19
<Page>

                                   Schedule I

<Table>
<Caption>
                                                                                                   Valuation
                                                                     Party A         Party B       Percentage
                                                                  ----------------------------------------------
<S>                                                                    <C>             <C>           <C>
(A)  Cash                                                              /X/             /X/           [100%]

(B) (x) Negotiable debt obligations issued by the U.S.
Treasury Department or the Government National Mortgage
Association ("Ginnie Mae"), or (y) mortgage backed
securities issued by Ginnie Mae (but with respect to either
(x) or (y) excluding interest only or principal only
stripped securities, securities representing residual
interests in mortgage pools, or securities that are not
listed on a national securities exchange or regularly quoted
in a national quotation service) and in each case having a
remaining maturity of:

(i)    less than one year                                              /X/             /X/           [100%]

(ii)   one year or greater but less than 10 years                      /X/             /X/            [98%]

(iii)  10 years or greater                                             /X/             /X/            [95%]

(C)  (x) Negotiable debt obligations issued by the Federal             /X/             /X/            [95%]
Home Loan Mortgage Association ("Freddie Mac") or the
Federal National Mortgage Association ("Fannie Mae") or (y)
mortgage-backed securities issued by Freddie Mac or Fannie
Mae but  excluding interest only or principal only stripped
securities, securities representing residual interests in
mortgage pools, or securities that are not listed on a
national securities exchange or regularly quoted in a
national quotation service.

(D)  Any other collateral agreed by the Secured Party and              /X/             /X/             [*]
the Pledgor
</Table>

*/ The Valuation Percentage shall be determined by the Pledgor and Secured
Party.

   Copyright(C) 1994 by International Swaps and Derivatives Association, Inc.