Exhibit
10.2


Execution
Copy





FOURTH
AMENDED AND RESTATED


GUARANTY
AND PLEDGE AGREEMENT








Dated
as of


April
28, 2009








made
by








Linn
Energy, LLC


and


each
of the other Obligors (as defined herein)








in
favor of








BNP
Paribas,


as
Administrative Agent















Houston
3945380v.4


TABLE
OF CONTENTS





PageARTICLE
      I Definitions
              2Section
      1.01
              Definitions
              2Section
      1.02
              Other
      Definitional Provisions
              5Section
      1.03
              Rules
      of Interpretation
              5ARTICLE
      II Guarantee
              5Section
      2.01
              Guarantee
              5Section
      2.02
              Right
      of Contribution
              6Section
      2.03
              No
      Subrogation
              6Section
      2.04
              Guaranty
      Amendments, Etc. with respect to the Borrower Obligations
              6Section
      2.05
              Waivers
              7Section
      2.06
              Guaranty
      Absolute and Unconditional
              7Section
      2.07
              Reinstatement
              9Section
      2.08
              Payments
              9ARTICLE
      III Grant of Security Interest
              9Section
      3.01
              Grant
      of Security Interest
              9Section
      3.02
              Transfer
      of Pledged Securities
              9ARTICLE
      IV Representations and Warranties
              10Section
      4.01
              Representations
      in Credit Agreement
              10Section
      4.02
              Title;
      No Other Liens
              10Section
      4.03
              Perfected
      First Priority Liens
              10Section
      4.04
              Obligor
      Information
              10Section
      4.05
              Pledged
      Securities
              11Section
      4.06
              Benefit
      to the Guarantor
              11Section
      4.07
              Solvency
              11ARTICLE
      V Covenants
              11Section
      5.01
              Maintenance
      of Perfected Security Interest; Further Documentation
              12Section
      5.02
              Changes
      in Locations, Name, Etc
              12Section
      5.03
              Pledged
      Securities
              13ARTICLE
      VI Remedial Provisions
              14Section
      6.01
              Code
      and Other Remedies
              14Section
      6.02
              Pledged
      Securities
              15Section
      6.03
              Private
      Sales of Pledged Securities
              17Section
      6.04
              Waiver;
      Deficiency
              18Section
      6.05
              Non-Judicial
      Enforcement
              18ARTICLE
      VII The Administrative Agent
              18Section
      7.01
              Administrative
      Agent’s Appointment as Attorney-in-Fact, Etc
              18Section
      7.02
              Duty
      of Administrative Agent
              20Section
      7.03
              Execution
      of Financing Statements
              20Section
      7.04
              Authority
      of Administrative Agent
              21


Houston
3945380v.4
 - i
-





ARTICLE
      VIII Subordination of Indebtedness
              21Section
      8.01
              Subordination
      of All Obligor Claims
              21Section
      8.02
              Claims
      in Bankruptcy
              21Section
      8.03
              Payments
      Held in Trust
              22Section
      8.04
              Liens
      Subordinate
              22Section
      8.05
              Notation
      of Records
              22ARTICLE
      IX Miscellaneous
              22Section
      9.01
              Waiver
              22Section
      9.02
              Notices
              22Section
      9.03
              Payment
      of Expenses, Indemnities, Etc
              22Section
      9.04
              Amendments
      in Writing
              23Section
      9.05
              Successors
      and Assigns
              23Section
      9.06
              Survival;
      Revival; Reinstatement
              23Section
      9.07
              Counterparts;
      Integration; Effectiveness
              24Section
      9.08
              Severability
              24Section
      9.09
              Set-Off
              25Section
      9.10
              Governing
      Law; Submission to Jurisdiction
              25Section
      9.11
              Headings
              26Section
      9.12
              Acknowledgments
              26Section
      9.13
              Additional
      Obligors and Pledgors
              27Section
      9.14
              Releases
              27Section
      9.15
              Acceptance
              28







SCHEDULES:


1           Notice
Addresses of Obligors


2           Description
of Pledged Securities


3           Filings
and Other Actions Required to Perfect Security Interests


4           Location
of Jurisdiction of Organization and Chief Executive Office





ANNEXES:


I           Form
of Assumption Agreement


II           Form
of Supplement


Houston
3945380v.4
 - ii
-


This FOURTH AMENDED AND RESTATED
GUARANTY AND PLEDGE AGREEMENT, dated as of April 28, 2009, is
made by LINN ENERGY,
LLC, a Delaware limited liability
company(the “Borrower”), and each
of the signatories hereto (the Borrower and each of the signatories hereto,
together with any other Subsidiary of the Borrower that becomes a party hereto
from time to time after the date hereof, the “Obligors”), in favor
of BNP
PARIBAS as administrative agent (in such capacity, together with its
successors in such capacity, the “Administrative
Agent”), for the Lenders (as defined below).




R
E C I T A L S




A.           On
April 13, 2005, Linn Energy, LLC (formerly known as Linn Energy Holdings, LLC),
a Delaware limited liability company (the “Borrower”), the
financial institutions from time to time party thereto and Mortgagee, as
administrative agent for the Lenders, entered into a Credit Agreement, as
amended by the First Amendment and Consent, dated as of May 3, 2005, the Second
Amendment, dated as of August 12, 2005, the Third Amendment, dated as of October
27, 2005 and the Fourth Amendment, dated as of December 19, 2005 (as amended,
the “Original Credit
Agreement”).




B.           On
April 7, 2006, the Borrower, the financial institutions from time to time party
thereto and the Mortgagee amended and restated the Original Credit Agreement by
entering into an Amended and Restated Credit Agreement, as amended by the First
Amendment, dated as of May 5, 2006 (as amended, the “Amended Credit
Agreement”), pursuant to which, upon the terms and conditions stated
therein, the Lenders have agreed to make loans and other extensions of credit to
the Borrower.




C.           On
August 1, 2006, the Borrower, the financial institutions from time to time party
thereto and the Mortgagee amended and restated the Amended Credit Agreement by
entering into the Second Amended and Restated Credit Agreement, as amended by
the First Amendment, dated February 1, 2007, the Second Amendment, dated June
29, 2007 and the Third Amendment, dated July 13, 2007 (as amended, the “Second Amended Credit
Agreement”), pursuant to which, upon the terms and conditions stated
therein, the Lenders agreed to make loans and other extensions of credit to the
Borrower.




D.           On
August 1, 2007, the Borrower, the financial institutions from time to time party
thereto and the Mortgagee amended and restated the Second Amended Credit
Agreement by entering into the Third Amended and Restated Credit Agreement, as
amended by the First Amendment, dated November 2, 2007, the Second
Amendment, dated January 31, 2008, the Third Amendment, dated June 16,
2008 and the Fourth Amendment, dated August 20, 2008 (as amended, the
“Third Amended Credit
Agreement”), pursuant to which, upon the terms and conditions stated
therein, the Lenders agreed to make loans and other extensions of credit to the
Borrower.




E.           On
April 13, 2005, the Borrower, the Mortgagor, each of the signatories thereto,
and Mortgagee have entered into that certain Guaranty and Pledge Agreement to
guarantee the obligations under the Original Credit Agreement and to grant a
security interest to Mortgagee in the Collateral (as defined therein), which
agreement was amended and restated by the Amended and Restated Guaranty and
Pledge Agreement, dated as of April 7, 2006, the Second Amended




Houston 3945380v.4




Original
Guaranty




E.           On
even date herewith, the Borrower, the financial institutions from time to time
party thereto (the “Lenders”) and
Mortgagee, as administrative agent for the Lenders, are amending and restating
the Third Amended Credit Agreement by executing the Fourth Amended and Restated
Credit Agreement (such agreement, as may from time to time be amended or
supplemented, the “Credit Agreement”)
pursuant to which, upon the terms and conditions stated therein, the Lenders
have agreed to make further loans and other extensions of credit to the
Borrower.




F.           It
is a condition precedent to the effectiveness of the Credit Agreement that the
parties hereto amend and restate the Original Guaranty, subject to the terms and
conditions of this Agreement.




G.           NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows:




ARTICLE
I


Definitions




Section
1.01               Definitions.




(a)          Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
have the meanings given to them in the Credit Agreement, and all uncapitalized
terms which are defined in the UCC on the date hereof are used herein as so
defined.




(b)          The
following terms have the following meanings:




“Agreement” means this
Fourth Amended and Restated Guaranty and Pledge Agreement, as the same may be
amended, restated, supplemented or otherwise modified from time to
time.




“Assumption Agreement”
means an Assumption Agreement substantially in the form attached hereto as Annex
I.




“Bankruptcy Code”
means title 11, United States Code, as amended from time to time.




“Borrower Obligations”
means the collective reference to the payment and performance of all
Indebtedness and all obligations of the Borrower and its Subsidiaries under the
Guaranteed Documents, including, without limitation, the unpaid principal of and
interest on the Loans and the LC Exposure and all other obligations and
liabilities of the Borrower and its Subsidiaries (including, without limitation,
interest accruing at the then applicable rate provided in the Credit Agreement
after the maturity of the Loans and LC Exposure and interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
to the Guaranteed Creditors, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, the Guaranteed Documents, whether on
account of




Houston 3945380v.4
 - 2
-


principal,
interest, reimbursement obligations, payments in respect of an early termination
date, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Guaranteed Creditors
that are required to be paid by the Borrower pursuant to the terms of any
Guaranteed Documents).




“Collateral” has the
meaning assigned such term in 0.




“Guaranteed Creditors”
means the collective reference to the Administrative Agent, the Lenders and the
Affiliates of Lenders that are parties to Guaranteed Swap
Agreements.




“Guaranteed Documents”
means the collective reference to the Credit Agreement, the other Loan
Documents, each Guaranteed Swap Agreement and any other document made, delivered
or given in connection with any of the foregoing.




“Guaranteed Swap
Agreement” means any Swap Agreement between the Borrower or any of its
Subsidiaries and any Lender or any Affiliate of any Lender while such Person
(or, in the case of an Affiliate of a Lender, the Person affiliated therewith)
is a Lender regardless of when such Swap Agreement was entered
into.  For the avoidance of doubt, a Swap Agreement ceases to be a
Guaranteed Swap Agreement if the Person that is the counterparty to the Borrower
or one of its Subsidiaries under a Swap Agreement ceases to be a Lender under
the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person
affiliated therewith ceases to be a Lender under the Credit
Agreement).




“Guarantor
Obligations” means with respect to any Guarantor, the collective
reference to (a) the Borrower Obligations and (b) all obligations and
liabilities of such Guarantor which may arise under or in connection with any
Guaranteed Document to which such Guarantor is a party, in each case, whether on
account of principal, interest, guarantee obligations, reimbursement
obligations, payments in respect of an early termination date, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to any Guaranteed Creditor under any
Guaranteed Document).




“Guarantors” means the
collective reference to each Obligor other than the Borrower.




“Issuers” means the
collective reference to the issuers of the Pledged Securities.




“LLC” means, with
respect to each Pledgor, each limited liability company described or referred to
in Schedule 2 in which such Pledgor has an interest.




“LLC Agreement” means,
with respect to each Pledgor, each operating agreement relating to an LLC, as
each agreement has heretofore been, and may hereafter be, amended, restated,
supplemented or otherwise modified from time to time.




“Obligations”
means:  (a) in the case of the Borrower, the Borrower Obligations and
(b) in the case of each Guarantor, its Guarantor Obligations.




“Obligor Claims” has
the meaning assigned to such term in Section 8.01.




Houston 3945380v.4
 - 3
-


“Partnership” means,
with respect to each Pledgor, each partnership described or referred to in
Schedule 2 (as the same may be supplemented from time to time pursuant to a
Supplement) in which such Pledgor has an interest.




“Partnership
Agreement” means, with respect to each Pledgor, each partnership
agreement governing a Partnership, as each such agreement has heretofore been,
and may hereafter be, amended, restated, supplemented or otherwise
modified.




“Pledged LLC
Interests” means, with respect to each Pledgor, all right, title and
interest of such Pledgor as a member of each LLC and all right, title and
interest of any Pledgor in, to and under each LLC Agreement.




“Pledged Partnership
Interests” means, with respect to each Pledgor, all right, title and
interest of such Pledgor as a limited or general partner in all Partnerships and
all right, title and interest of any Pledgor in, to and under the Partnership
Agreements.




“Pledged Securities”
means: (a) the Equity Interests described or referred to in Schedule 2 (as the
same may be supplemented from time to time pursuant to a Supplement); and (b)
(i) the certificates or instruments, if any, representing such Equity Interests,
(ii) all dividends (cash, Equity Interests or otherwise), cash, instruments,
rights to subscribe, purchase or sell and all other rights and Property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such securities, (iii) all replacements, additions to
and substitutions for any of the Property referred to in this definition,
including, without limitation, claims against third parties, (iv) the proceeds,
interest, profits and other income of or on any of the Property referred to in
this definition, (v) all security entitlements in respect of any of the
foregoing, if any and (vi) all books and records relating to any of the Property
referred to in this definition.




“Pledgor” means any
Obligor that now or hereafter pledges Pledged Securities hereunder.




“Proceeds” means all
“proceeds” as such term is defined in Section 9.102(64)of the Uniform
Commercial Code in effect in the State of Texas on the date hereof and, in any
event, shall include, without limitation, all dividends or other income from the
Pledged Securities, collections thereon or distributions or payments with
respect thereto.




“Securities Act” shall
mean the Securities Act of 1933, as amended.




“Supplement” means a
Supplement substantially in the form attached hereto as Annex II.




“UCC” means the
Uniform Commercial Code as from time to time in effect in the State of Texas;
provided, however, that, in the event that, by reason of mandatory provisions of
law, any of the attachment, perfection or priority of the Administrative Agent’s
and the Guaranteed Creditors’ security interest in any Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State
of Texas, the term “UCC” shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection, the effect thereof or priority and for purposes of
definitions related to such provisions.




Houston 3945380v.4
 - 4
-


Section
1.02              
Other Definitional
Provisions.  Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to a Pledgor, refer to
such Pledgor’s Collateral or the relevant part thereof.




Section
1.03               Rules of
Interpretation.  Section 1.04 and Section 1.05 of the Credit
Agreement are hereby incorporated herein by reference and shall apply to this
Agreement, mutatis
mutandis.




ARTICLE
II


Guarantee




Section
2.01                Guarantee.




(a)           Each
of the Guarantors hereby jointly and severally, unconditionally and irrevocably,
guarantees to the Guaranteed Creditors and each of their respective successors,
indorsees, transferees and assigns, the prompt and complete payment in cash and
performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations.  This is a
guarantee of payment and not collection and the liability of each Guarantor is
primary and not secondary.




(b)          Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan Documents
shall in no event exceed the amount which can be guaranteed by such Guarantor
under applicable federal and state laws relating to the insolvency of debtors
(after giving effect to the right of contribution established in
0).




(c)           Each
Guarantor agrees that the Borrower Obligations may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without
impairing the guarantee contained in this 0 or affecting the rights and remedies
of any Guaranteed Creditor hereunder.




(d)          Each
Guarantor agrees that if the maturity of the Borrower Obligations is accelerated
by bankruptcy or otherwise, such maturity shall also be deemed accelerated for
the purpose of this guarantee without demand or notice to such
Guarantor.  The guarantee contained in this 0 shall remain in full
force and effect until all the Borrower Obligations shall have been satisfied by
payment in full in cash, no Letter of Credit shall be outstanding and all of the
Commitments are terminated, notwithstanding that from time to time during the
term of the Credit Agreement, no Borrower Obligations may be
outstanding.




(e)          No
payment made by any Obligor, any other guarantor or any other Person or received
or collected by any Guaranteed Creditor from the Borrower, any of the
Guarantors, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder which shall, notwithstanding any such payment (other than
any payment made by such Guarantor in respect of the Borrower Obligations or any
payment received or collected from such Guarantor in respect of the Borrower
Obligations), remain liable for the Borrower Obligations up to the maximum
liability of such Guarantor




Houston 3945380v.4
 - 5
-


hereunder
until the Borrower Obligations are paid in full in cash, no Letter of Credit
shall be outstanding and all of the Commitments are terminated.




Section
2.02               Right of
Contribution.  Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid
its proportionate share of such payment.  Each Guarantor’s right of
contribution shall be subject to the terms and conditions of 0.  The
provisions of this 0 shall in no respect limit the obligations and liabilities
of any Guarantor to the Guaranteed Creditors, and each Guarantor shall remain
liable to the Guaranteed Creditors for the full amount guaranteed by such
Guarantor hereunder.




Section
2.03               No
Subrogation.  Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by any
Guaranteed Creditor, no Guarantor shall be entitled to be subrogated to any of
the rights of any Guaranteed Creditor against the Borrower or any other
Guarantor or any collateral security or guarantee or right of offset held by any
Guaranteed Creditor for the payment of the Borrower Obligations, nor shall any
Guarantor seek or be entitled to seek any indemnity, exoneration, participation,
contribution or reimbursement from the Borrower or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing to
the Guaranteed Creditors by the Borrower on account of the Borrower Obligations
are irrevocably and indefeasibly paid in full in cash, no Letter of Credit shall
be outstanding and all of the Commitments are terminated.  If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Borrower Obligations shall not have been irrevocably
and indefeasibly paid in full in cash, any Letter of Credit shall be outstanding
or any of the Commitments are in effect, such amount shall be held by such
Guarantor in trust for the Guaranteed Creditors, and shall, forthwith upon
receipt by such Guarantor, be turned over to the Administrative Agent in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Borrower
Obligations, whether matured or unmatured, in accordance with Section 10.02(c)
of the Credit Agreement.




Section
2.04               Guaranty Amendments, Etc.
with respect to the Borrower Obligations.  Each Guarantor shall
remain obligated hereunder, and such Guarantor’s obligations hereunder shall not
be released, discharged or otherwise affected, notwithstanding that, without any
reservation of rights against any Guarantor and without notice to, demand upon
or further assent by any Guarantor (which notice, demand and assent requirements
are hereby expressly waived by such Guarantor), (a) any demand for payment of
any of the Borrower Obligations made by any Guaranteed Creditor may be rescinded
by such Guaranteed Creditor or otherwise and any of the Borrower Obligations
continued; (b) the Borrower Obligations, the liability of any other Person upon
or for any part thereof or any collateral security or guarantee therefor or
right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by, or any indulgence or forbearance in respect thereof
granted by, any Guaranteed Creditor; (c) any Guaranteed Document may be amended,
modified, supplemented or terminated, in whole or in part, as the Guaranteed
Creditors may deem advisable from time to time; (d) any collateral security,
guarantee or right of offset at any time held by any Guaranteed Creditor for the
payment of the Borrower Obligations may be sold, exchanged, waived, surrendered
or released;




Houston 3945380v.4
 - 6
-


(e) any
additional guarantors, makers or endorsers of the Borrower’s Obligations may
from time to time be obligated on the Borrower’s Obligations or any additional
security or collateral for the payment and performance of the Borrower’s
Obligations may from time to time secure the Borrower’s Obligations; or (f) any
other event shall occur which constitutes a defense (other than a defense of
payment or performance in full) or release of sureties generally.  No
Guaranteed Creditor shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Borrower Obligations
or for the guarantee contained in this 0 or any Property subject
thereto.




Section
2.05               Waivers.  Each
Guarantor hereby waives any and all notice of the creation, renewal, extension
or accrual of any of the Borrower Obligations and notice of or proof of reliance
by any Guaranteed Creditor upon the guarantee contained in this 0 or acceptance
of the guarantee contained in this 0; the Borrower Obligations, and any of them,
shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon the guarantee contained
in this 0 and no notice of creation of the Borrower Obligations or any extension
of credit already or hereafter contracted by or extended to the Borrower need be
given to any Guarantor; and all dealings between the Borrower and any of the
Guarantors, on the one hand, and the Guaranteed Creditors, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this 0.  Each Guarantor
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Borrower or any of the Guarantors with respect to
the Borrower Obligations.




Section
2.06               Guaranty Absolute and
Unconditional.




(a)           Each
Guarantor understands and agrees that the guarantee contained in this 0 is, and
shall be construed as, a continuing, completed, absolute and unconditional
guarantee of payment, and each Guarantor hereby waives any defense of a surety
or guarantor or any other obligor on any obligations arising in connection with
or in respect of any of the following and hereby agrees that its obligations
hereunder shall not be discharged or otherwise affected as a result of any of
the following:




(i)           the
invalidity or unenforceability of any Guaranteed Document, any of the Borrower
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by any
Guaranteed Creditor;




(ii)          any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower or any other Person against any Guaranteed Creditor;




(iii)         the
insolvency, bankruptcy arrangement, reorganization, adjustment, composition,
liquidation, disability, dissolution or lack of power of the Borrower or any
other Guarantor or any other Person at any time liable for the payment of all or
part of the Obligations, including any discharge of, or bar or stay against
collecting, any Obligation (or any part of them or interest therein) in or as a
result of such proceeding;




Houston 3945380v.4
 - 7
-


(iv)         any
sale, lease or transfer of any or all of the assets of the Borrower or any other
Guarantor, or any changes in the shareholders of the Borrower or any other
Guarantor;




(v)          any
change in the corporate existence (including its constitution, laws, rules,
regulations or power), structure or ownership of any Obligor or in the
relationship between the Borrower and any Obligor;




(vi)         the
fact that any Collateral or Lien contemplated or intended to be given, created
or granted as security for the repayment of the Obligations shall not be
properly perfected or created, or shall prove to be unenforceable or subordinate
to any other Lien, it being recognized and agreed by each of the Guarantors that
it is not entering into this Agreement in reliance on, or in contemplation of
the benefits of, the validity, enforceability, collectability or value of any of
the Collateral for the Obligations;




(vii)        the
absence of any attempt to collect the Obligations or any part of them from any
Obligor;




(viii)       (A)
any Guaranteed Creditor’s election, in any proceeding instituted under chapter
11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the
Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as
debtor-in-possession, or extension of credit, under Section 364 of the
Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code,
of all or any portion of any Guaranteed Creditor’s claim (or claims) for
repayment of the Obligations; (D) any use of cash collateral under Section 363
of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of
adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien
in favor of the Guaranteed Creditors or any of them for any reason; or (G)
failure by any Guaranteed Creditor to file or enforce a claim against the
Borrower or its estate in any bankruptcy or insolvency case or proceeding;
or




(ix)          any
other circumstance or act whatsoever, including any action or omission of the
type described in 0 (with or without notice to or knowledge of the Borrower or
such Guarantor), which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for the Borrower Obligations, or of
such Guarantor under the guarantee contained in this 0, in bankruptcy or in any
other instance.




(b)           When
making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under
no obligation to, join or make a similar demand on or otherwise pursue or
exhaust such rights and remedies as it may have against the Borrower, any other
Guarantor or any other Person or against any collateral security or guarantee
for the Borrower Obligations or any right of offset with respect thereto, and
any failure by any Guaranteed Creditor to make any such demand, to pursue such
other rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights
and




Houston 3945380v.4
 - 8
-


remedies,
whether express, implied or available as a matter of law, of any Guaranteed
Creditor against any Guarantor.  For the purposes hereof “demand”
shall include the commencement and continuance of any legal
proceedings.




Section
2.07               Reinstatement.  The
guarantee contained in this 0 shall continue to be effective, or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any of the
Borrower Obligations is rescinded or must otherwise be restored or returned by
any Guaranteed Creditor upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or any Guarantor or any substantial
part of its Property, or otherwise, all as though such payments had not been
made.




Section
2.08               Payments.  Each
Guarantor hereby guarantees that payments hereunder will be paid to the
Administrative Agent, for the ratable benefit of the Guaranteed Creditors,
without set-off, deduction or counterclaim, in dollars, in immediately available
funds, at the offices of the Administrative Agent specified in Section 12.01 of
the Credit Agreement.




ARTICLE
III


Grant
of Security Interest




Section
3.01               Grant of Security
Interest.  Each Pledgor hereby pledges, assigns and transfers
to the Administrative Agent, and hereby grants to the Administrative Agent, for
the ratable benefit of the Guaranteed Creditors, a security interest in all of
the following Property now owned or at any time hereafter acquired by such
Pledgor or in which such Pledgor now has or at any time in the future may
acquire any right, title or interest (collectively, the “Collateral”), as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of such Pledgor’s
Obligations:




(1)           all
Pledged Securities;




(2)           all
books and records pertaining to the Pledged Securities; and




to the
extent not otherwise included, all Proceeds and products of any and all of the
foregoing and all collateral security and guarantees given by any Person with
respect to any of the foregoing.




Section
3.02                           Transfer of Pledged
Securities.  To the extent the Pledge Securities constitute
“securities” under Article 8 of the UCC, all certificates or instruments
representing or evidencing such Pledged Securities shall be delivered to and
held pursuant hereto by the Administrative Agent or a Person designated by the
Administrative Agent and shall be in suitable form for transfer by delivery, or
shall be accompanied by duly executed instruments of transfer or assignment in
blank, and accompanied by any required transfer tax stamps to effect the pledge
of the Pledged Securities to the Administrative
Agent.  Notwithstanding the preceding sentence, at the Administrative
Agent’s reasonable discretion, to the extent the Pledge Securities constitute
“securities” under Article 8 of the UCC, all such Pledged Securities must be
delivered or transferred in such manner as to permit the Administrative Agent to
be a “protected purchaser” to the extent of its security interest as provided in
Section 8.303 of the UCC (if the




Houston 3945380v.4
 - 9
-


Administrative
Agent otherwise qualifies as a protected purchaser). During the continuance of
an Event of Default, the Administrative Agent shall have the right, at any time
in its discretion and without notice, to transfer to or to register in the name
of the Administrative Agent or any of its nominees any or all of the Pledged
Securities, subject only to the revocable rights specified in 0.  In
addition, during the continuance of an Event of Default, the Administrative
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Securities for certificates or instruments of
smaller or larger denominations.




ARTICLE
IV


Representations
and Warranties




To induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Borrower thereunder and to induce
the Lenders (and their Affiliates) to enter into Swap Agreements with the
Borrower and its Subsidiaries, each Obligor hereby represents and warrants to
the Administrative Agent and each Lender that:




Section
4.01               Representations in Credit
Agreement.  In the case of each Guarantor, the representations
and warranties set forth in Article VII of the Credit Agreement as they relate
to such Guarantor or to the Loan Documents to which such Guarantor is a party
are true and correct in all material respects, provided that each reference in
each such representation and warranty to the Borrower’s knowledge shall, for the
purposes of this 0, be deemed to be a reference to such Guarantor’s
knowledge.




Section
4.02               Title; No Other
Liens.  Except for the security interest granted to the
Administrative Agent for the ratable benefit of the Guaranteed Creditors
pursuant to this Agreement, such Pledgor is the record and beneficial owner of
its respective items of the Collateral free and clear of any and all Liens and
has rights in or the power to transfer each item of the Collateral in which a
Lien is granted by it hereunder, free and clear of any Lien.  No
financing statement or other public notice with respect to all or any part of
the Collateral is on file or of record in any public office, except such as have
been filed in favor of the Administrative Agent, for the ratable benefit of the
Guaranteed Creditors, pursuant to this Agreement or the Security
Instruments.




Section
4.03               Perfected First Priority
Liens.  The security interests granted pursuant to this
Agreement i)
upon the completion of the filings and the other actions specified on Schedule 3
constitute valid perfected security interests in all of the Collateral in favor
of the Administrative Agent, for the ratable benefit of the Guaranteed
Creditors, as collateral security for such Pledgor’s Obligations, enforceable in
accordance with the terms hereof against all creditors of such Pledgor and any
Persons purporting to purchase any Collateral from such Pledgor and ii) are prior to all
other Liens on the Collateral in existence on the date hereof.




Section
4.04               Obligor
Information.  On the date hereof, the correct legal name of
such Obligor, all names and trade names that such Obligor has used in the last
five years, such Obligor's jurisdiction of organization and each jurisdiction of
organization of such Obligor over the last five years, organizational number,
taxpayor identification number, and the location(s) of




Houston 3945380v.4
 - 10
-


such
Obligor's chief executive office or sole place of business over the last five
years are specified on Schedule 4.




Section
4.05               Pledged
Securities.




(a)           The
Pledged Securities required to be pledged hereunder and under the Credit
Agreement by such Pledgor are listed in Schedule 2.  The shares of
Pledged Securities pledged by such Pledgor hereunder constitute all the issued
and outstanding shares of all classes of the Equity Interests of each Issuer
owned by such Pledgor.  All the shares of the Pledged Securities have
been duly and validly issued and are fully paid and nonassessable; and such
Pledgor is the record and beneficial owner of, and has good title to, the
Pledged Securities pledged by it hereunder, free of any and all Liens or options
in favor of, or claims of, any other Person, except the security interest
created by this Agreement, and has rights in or the power to transfer the
Pledged Securities in which a Lien is granted by it hereunder, free and clear of
any Lien.




(b)           There
are no restrictions on transfer (that have not been waived or otherwise
consented to) in the LLC Agreement governing any Pledged LLC Interest and the
Partnership Agreement governing any Pledged Partnership Interest or any other
agreement relating thereto which would limit or restrict (1) the grant of a
security interest in the Pledged LLC Interests and the Pledged Partnership
Interests, (2) the perfection of such security interest or (3) the exercise of
remedies in respect of such perfected security interest in the Pledged LLC
Interests and the Pledged Partnership Interests, in each case, as contemplated
by this Agreement.  Upon the exercise of remedies in respect of the
Pledged LLC Interests and the Pledged Partnership Interests, a transferee or
assignee of a membership interest or partnership interest, as the case may be,
of such LLC or Partnership, as the case may be, shall become a member or
partner, as the case may be, of such LLC or Partnership, as the case may be,
entitled to participate in the management thereof and, upon the transfer of the
entire interest of such Pledgor, such Pledgor ceases to be a member or partner,
as the case may be.




Section
4.06               Benefit to the
Guarantor.  The Borrower is a member of an affiliated group of
companies that includes each Guarantor, and the Borrower and the other
Guarantors are engaged in related businesses.  Each Guarantor is a
Subsidiary of the Borrower and its guaranty and surety obligations pursuant to
this Agreement reasonably may be expected to benefit, directly or indirectly,
it; and it has determined that this Agreement is necessary and convenient to the
conduct, promotion and attainment of the business of such Guarantor and the
Borrower.




Section
4.07              
Solvency.  Each
Obligor iii) is
not insolvent as of the date hereof and will not be rendered insolvent as a
result of this Agreement (after giving effect to 0), iv) is not engaged in
business or a transaction, or about to engage in a business or a transaction,
for which any Property remaining with it constitutes unreasonably small capital,
and v) does not
intend to incur, or believe it will incur, Debt that will be beyond its ability
to pay as such Debt matures.




ARTICLE
V


Covenants




Houston 3945380v.4
 - 11
-


Each Obligor covenants and agrees with
the Administrative Agent and the Lenders that, from and after the date of this
Agreement until the Borrower Obligations shall have been paid in full in cash,
no Letter of Credit shall be outstanding and all of the Commitments shall have
terminated:




Section
5.01               Maintenance of Perfected
Security Interest; Further Documentation.  Each Pledgor agrees
that:




(a)           it
shall maintain the security interest created by this Agreement as a perfected
security interest having at least the priority described in 1)a)i) and shall
defend such security interest against the claims and demands of all Persons
whomsoever.




(b)          it
will furnish to the Administrative Agent from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Administrative Agent may
reasonably request, all in reasonable detail.




(c)           At
any time and from time to time, upon the written request of the Administrative
Agent, and at the sole expense of such Pledgor, it will promptly and duly
execute and deliver, and have recorded, such further instruments and documents
and take such further actions as the Administrative Agent may reasonably deem
necessary for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted, including, without
limitation, the delivery of certificated securities  and the filing of
any financing or continuation statements under the UCC (or other similar laws)
in effect in any jurisdiction with respect to the security interests created
hereby.




Section
5.02               Changes in Locations, Name,
Etc.  Such Obligor recognizes that financing statements
pertaining to the Collateral have been or may be filed where such Obligor
maintains any Collateral or is organized.  Without limitation of
Section 8.01(l) of the Credit Agreement or any other covenant herein, such
Obligor will not cause or permit any change in its vi) corporate name or
in any trade name used to identify it in the conduct of its business or in the
ownership of its Properties, vii) the location of
its chief executive office or principal place of business, viii) its identity or
corporate structure or in the jurisdiction in which it is incorporated or
formed, ix) its
jurisdiction of organization or its organizational identification number in such
jurisdiction of organization or x) its federal
taxpayer identification number, unless, in each case, such Obligor shall (1) notify the
Administrative Agent of such change within ten (10) days after any such change,
and (2) take
all action reasonably requested by the Administrative Agent for the purpose of
maintaining the perfection and priority of the Administrative Agent's security
interests under this Agreement.  In any notice furnished pursuant to
this 1)a)vi), such Obligor will expressly state in a conspicuous manner that the
notice is required by this Agreement and contains facts that may require
additional filings of financing statements or other notices for the purposes of
continuing perfection of the Administrative Agent's security interest in the
Collateral.  At the request of the Administrative Agent, on or prior
to the occurrence of such event, the Borrower will provide to the Administrative
Agent and the Lenders an opinion of counsel, in form and substance reasonably
satisfactory to the Administrative Agent, to the effect that such event will not
impair the validity of the security interests hereunder, the perfection
and




Houston 3945380v.4
 - 12
-


priority
thereof, the enforceability of the Loan Documents, and such other matters as may
be reasonably requested by the Administrative Agent.




Section
5.03               Pledged
Securities.




(a)           If
such Pledgor shall become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a stock
dividend or a distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization), option or rights in respect of the Equity Interests of any
Issuer, whether in addition to, in substitution of, as a conversion of, or in
exchange for, any shares of the Pledged Securities, or otherwise in respect
thereof, such Pledgor shall accept the same as the agent of the Guaranteed
Creditors, hold the same in trust for the Guaranteed Creditors, segregated from
other Property of such Pledgor, and deliver the same forthwith to the
Administrative Agent in the exact form received, duly indorsed by such Pledgor
to the Administrative Agent, if required, together with an undated stock power
covering such certificate duly executed in blank by such Pledgor and with, if
the Administrative Agent so requests, signature guaranteed, to be held by the
Administrative Agent, subject to the terms hereof, as additional collateral
security for the Obligations.




(b)          Without
the prior written consent of the Administrative Agent, such Pledgor will not (3)
unless otherwise expressly permitted hereby or under the other Loan Documents,
vote to enable, or take any other action to permit, any Issuer to issue any
Equity Interests of any nature or to issue any other securities convertible into
or granting the right to purchase or exchange for any Equity Interests of any
nature of any Issuer, (4) sell, assign, transfer, exchange, or otherwise dispose
of, or grant any option with respect to, the Pledged Securities or Proceeds
thereof (except pursuant to a transaction expressly permitted by the Credit
Agreement), (5) create, incur or permit to exist any Lien or option in favor of,
or any claim of any Person with respect to, any of the Pledged Securities or
Proceeds thereof, or any interest therein, except for the security interests
created by this Agreement or (6) enter into any agreement or undertaking
restricting the right or ability of such Pledgor or the Administrative Agent to
sell, assign or transfer any of the Pledged Securities or Proceeds
thereof.




(c)           In
the case of each Pledgor that is an Issuer, such Issuer agrees that (7) it will
be bound by the terms of this Agreement relating to the Pledged Securities
issued by it and will comply with such terms insofar as such terms are
applicable to it, (8) it will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in 0 with respect to
the Pledged Securities issued by it and (9) the terms of Sections 0 and 0 shall
apply to it, mutatis
mutandis, with respect to all actions that may be required of it pursuant
to 0 or 0 with respect to the Pledged Securities issued by it.




(d)          In
the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby
consents to the extent required by the applicable Partnership Agreement to the
pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged
Partnership Interests in such Partnership and to the transfer of such Pledged
Partnership Interests to the Administrative Agent or its nominee and to the
substitution of the Administrative Agent or its nominee as a substituted partner
in such Partnership with all the rights, powers and duties of a general partner
or a limited




Houston 3945380v.4
 - 13
-


partner,
as the case may be.  In the case of each Pledgor member of an LLC,
such Pledgor hereby consents to the extent required by the applicable LLC
Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of
the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC
Interests to the Administrative Agent or its nominee and to the substitution of
the Administrative Agent or its nominee as a substituted member of the LLC with
all the rights, powers and duties of a member of the LLC in
question.




(e)          Such
Pledgor shall not agree to any amendment of a Partnership Agreement or LLC
Agreement that in any way adversely affects the perfection of the security
interest of the Administrative Agent in the Pledged Partnership Interests or
Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment
electing to treat the membership interest or partnership interest of such
Pledgor as a security under Section 8-103 of the UCC without the prior written
consent of the Administrative Agent.




(f)           Each
Pledgor shall furnish to the Administrative Agent such stock powers and other
instruments as may be required by the Administrative Agent to assure the
transferability of the Pledged Securities when and as often as may be reasonably
requested by the Administrative Agent.




(g)          The
Pledged Securities will at all times constitute not less than 100% of the Equity
Interests of the Issuer thereof owned by any Pledgor.  Each Pledgor
will not permit any Issuer of any of the Pledged Securities to issue any new
shares of any class of Equity Interests of such Issuer without the prior written
consent of the Administrative Agent.




ARTICLE
VI


Remedial
Provisions




Section
6.01               Code and Other
Remedies.




(a)           Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent, on behalf of the Guaranteed Creditors, may exercise, in
addition to all other rights and remedies granted to them in this Agreement, the
other Loan Documents and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the UCC or any other applicable law or otherwise available at law or
equity.  Without limiting the generality of the foregoing, the
Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Pledgor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker’s board or office of any Guaranteed Creditor or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future delivery without assumption of
any credit risk.  Any Guaranteed Creditor shall have the right upon
any such public sale or sales, and, to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the Collateral
so sold, free of




Houston 3945380v.4
 - 14
-


any right
or equity of redemption in any Pledgor, which right or equity is hereby waived
and released.  If applicable to any particular item of Collateral,
each Pledgor further agrees, at the Administrative Agent’s request, to assemble
the Collateral and make it available to the Administrative Agent at places which
the Administrative Agent shall reasonably select, whether at such Pledgor’s
premises or elsewhere.  Any such sale or transfer by the
Administrative Agent either to itself or to any other Person shall be absolutely
free from any claim of right by Pledgor, including any equity or right of
redemption, stay or appraisal which Pledgor has or may have under any rule of
law, regulation or statute now existing or hereafter adopted (and such Pledgor
hereby waives any rights it may have in respect thereof).  Upon any
such sale or transfer, the Administrative Agent shall have the right to deliver,
assign and transfer to the purchaser or transferee thereof the Collateral so
sold or transferred.  The Administrative Agent shall apply the net
proceeds of any action taken by it pursuant to this 0, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent and the
Guaranteed Creditors hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the
Obligations, in accordance with Section 10.02(c) of the Credit Agreement, and
only after such application and after the payment by the Administrative Agent of
any other amount required by any provision of law, including, without
limitation, Section 9.615 of the UCC, need the Administrative Agent account for
the surplus, if any, to any Pledgor.  To the extent permitted by
applicable law, each Pledgor waives all claims, damages and demands it may
acquire against the Administrative Agent or any Guaranteed Creditor arising out
of the exercise by them of any rights hereunder except to the extent caused by
the gross negligence or willful misconduct of the Administrative Agent or such
Guaranteed Creditor or their respective agents.  If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.




(b)           In
the event that the Administrative Agent elects not to sell the Collateral, the
Administrative Agent retains its rights to dispose of or utilize the Collateral
or any part or parts thereof in any manner authorized or permitted by law or in
equity, and to apply the proceeds of the same towards payment of the
Obligations.  Each and every method of disposition of the Collateral
described in this Agreement shall constitute disposition in a commercially
reasonable manner.




(c)           The
Administrative Agent may appoint any Person as agent to perform any act or acts
necessary or incident to any sale or transfer of the Collateral.




Section
6.02               Pledged
Securities.




(a)           Unless
an Event of Default shall have occurred and be continuing and the Administrative
Agent shall have given notice to the relevant Pledgor of the Administrative
Agent’s intent to exercise its corresponding rights pursuant to 1)a)x)(10), each
Pledgor shall be permitted to receive all cash dividends paid in respect of the
Pledged Securities paid in the normal course of business of the relevant Issuer
(other than liquidating or distributing dividends), to the extent permitted in
the Credit Agreement.  Any sums paid upon or in respect of any Pledged
Securities upon the liquidation or dissolution of any issuer of any Pledged
Securities, any distribution of capital made on or in respect of any Pledged
Securities or any property




Houston 3945380v.4
 - 15
-


distributed
upon or with respect to any Pledged Securities pursuant to the recapitalization
or reclassification of the capital of any issuer of Pledged Collateral or
pursuant to the reorganization thereof shall, unless otherwise subject to a
perfected security interest in favor of the Administrative Agent, be delivered
to the Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations.  If any sum of money or property so paid
or distributed in respect of any Pledged Securities shall be received by such
Pledgor, such Pledgor shall, until such money or property is paid or delivered
to the Administrative Agent, hold such money or property in trust for the
Administrative Agent, segregated from other funds of such Pledgor, as additional
security for the Obligations.




(b)          Unless
an Event of Default shall have occurred and be continuing and the and the
Administrative Agent shall have given notice to the relevant Pledgor of the
Administrative Agent’s intent to exercise its corresponding rights pursuant to
1)a)x)(10), each Pledgor shall be entitled to exercise all voting, consent and
corporate, partnership or limited liability rights with respect to the Pledged
Securities; provided, however, that no vote shall be cast, consent given or
right exercised or other action taken by such Pledgor that would impair the
Collateral, be inconsistent with or result in any violation of any provision of
the Credit Agreement, this Agreement or any other Loan Document or, without the
prior consent of the Administrative Agent and the Lenders, enable or permit any
issuer of Pledged Collateral to issue any Equity Interest or to issue any other
securities convertible into or granting the right to purchase or exchange for
any Stock of any issuer of Pledged Collateral other than as permitted by the
Credit Agreement.




(c)          Upon
the occurrence and during the continuance of an Event of Default, upon notice by
the Administrative Agent of its intent to exercise such rights to the relevant
Pledgor or Pledgors, (10) the Administrative Agent shall have the right to
receive any and all cash dividends, payments, Property or other Proceeds paid in
respect of the Pledged Securities and make application thereof to the Borrower
Obligations in accordance with Section 10.02(c) of the Credit Agreement, and
(11) any or all of the Pledged Securities shall be registered in the name of the
Administrative Agent or its nominee, and (12) the Administrative Agent or its
nominee may exercise i.ii.(A) all voting, consent, corporate, partnership or
limited liability and other rights pertaining to such Pledged Securities at any
meeting of shareholders, partners or members (or other equivalent body), as the
case may be, of the relevant Issuer or Issuers or otherwise and (B) any and all
rights of conversion, exchange and subscription and any other rights, privileges
or options pertaining to such Pledged Securities as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its
discretion any and all of the Pledged Securities upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the
organizational structure of any Issuer, or upon the exercise by any Pledgor or
the Administrative Agent of any right, privilege or option pertaining to such
Pledged Securities, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Securities with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
except to account for Property actually received by it, but the Administrative
Agent shall have no duty to any Pledgor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing.




Houston 3945380v.4
 - 16
-


(d)          Upon
the occurrence and during the continuance of an Event of Default, in order to
permit the Administrative Agent to exercise the voting and other consensual
rights that it may be entitled to exercise pursuant hereto and to receive all
dividends and other distributions that it may be entitled to receive hereunder,
(13) each Pledgor shall promptly execute and deliver (or cause to be executed
and delivered) to the Administrative Agent all such proxies, dividend payment
orders and other instruments as the Administrative Agent may from time to time
reasonably request and (14) without limiting the effect of clause (i) above,
such Pledgor hereby grants to the Administrative Agent an irrevocable proxy to
vote all or any part of the Pledged Securities and to exercise all other rights,
powers, privileges and remedies to which a holder of the Pledged Securities
would be entitled (including giving or withholding written consents of
shareholders, partners or members, as the case may be, calling special meetings
of shareholders, partners or members, as the case may be, and voting at such
meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Securities on the
record books of the Issuer thereof) by any other Person (including the Issuer of
such Pledged Collateral or any officer or agent thereof).




(e)           Each
Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities
pledged by such Pledgor hereunder to (15) comply with any instruction received
by it from the Administrative Agent in writing that (A) states that an Event of
Default has occurred and is continuing and (B) is otherwise in accordance with
the terms of this Agreement, without any other or further instructions from such
Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in so
complying, and (16) unless otherwise expressly permitted hereby, pay any
dividends or other payments with respect to the Pledged Securities directly to
the Administrative Agent.




(f)           Upon
the occurrence and during the continuance of an Event of Default, if the Issuer
of any Pledged Securities is the subject of bankruptcy, insolvency,
receivership, custodianship or other proceedings under the supervision of any
Governmental Authority, then all rights of the Pledgor in respect thereof to
exercise the voting and other consensual rights which such Pledgor would
otherwise be entitled to exercise with respect to the Pledged Securities issued
by such Issuer shall cease, and all such rights shall thereupon become vested in
the Administrative Agent who shall thereupon have the sole right to exercise
such voting and other consensual rights, but the Administrative Agent shall have
no duty to exercise any such voting or other consensual rights and shall not be
responsible for any failure to do so or delay in so doing.




Section
6.03               Private Sales of Pledged
Securities.




(a)           Each
Pledgor recognizes that the Administrative Agent may be unable to effect a
public sale of any or all the Pledged Securities, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise or may determine that a public sale is impracticable or not
commercially reasonable and, accordingly, may resort to one or more private
sales thereof to a restricted group of purchasers which will be obliged to
agree, among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale
thereof.  Each Pledgor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale were
a public sale and, notwithstanding such circumstances, agrees that any
such




Houston 3945380v.4
 - 17
-


private
sale shall be deemed to have been made in a commercially reasonable
manner.  The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Securities for the period of time necessary
to permit the Issuer thereof to register such securities for public sale under
the Securities Act, or under applicable state securities laws, even if such
Issuer would agree to do so.




(b)          Each
Pledgor agrees to use commercially reasonable efforts to do or cause to be done
all such other acts as may reasonably be necessary to make such sale or sales of
all or any portion of the Pledged Securities pursuant to this 0 valid and
binding and in compliance with any and all other applicable Governmental
Requirements.  Each Pledgor further agrees that a breach of any of the
covenants contained in this 0 will cause irreparable injury to the Guaranteed
Creditors, that the Guaranteed Creditors have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this 0 shall be specifically enforceable against such Pledgor, and
such Pledgor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no
Event of Default has occurred or is continuing under the Credit
Agreement.




Section
6.04               Waiver;
Deficiency.  Each Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any Guaranteed Creditor to
collect such deficiency.




Section
6.05               Non-Judicial
Enforcement.  The Administrative Agent may enforce its rights
hereunder without prior judicial process or judicial hearing, and to the extent
permitted by law, each Pledgor expressly waives any and all legal rights which
might otherwise require the Administrative Agent to enforce its rights by
judicial process.




ARTICLE
VII


The
Administrative Agent







Section
7.01               Administrative Agent’s
Appointment as Attorney-in-Fact, Etc.




(a)           Each
Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and
any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of such Pledgor and in the name of such Pledgor or in its own name,
for the purpose of carrying out the terms of this Agreement, to take any and all
reasonably appropriate action and to execute any and all documents and
instruments which may be reasonably necessary or desirable to accomplish the
purposes of this Agreement, and, without limiting the generality of the
foregoing, each Pledgor hereby gives the Administrative Agent the power and
right, on behalf of such Pledgor, without notice to or assent by such Pledgor,
to do any or all of the following:




(i)           in
the name of such Pledgor or its own name, or otherwise, take possession of and
indorse and collect any check, draft, note, acceptance or other instrument for
the payment of moneys due with respect to any Collateral and file any claim or
take any other




Houston 3945380v.4
 - 18
-


action or
proceeding in any court of law or equity or otherwise deemed appropriate by the
Administrative Agent for the purpose of collecting any such moneys due with
respect to any other Collateral whenever payable;




(ii)           unless
being disputed under Section 8.04 of the Credit Agreement, pay or discharge
Taxes and Liens levied or placed on or threatened against the Collateral, effect
any repairs or any insurance called for by the terms of this Agreement or any
other Loan Document and pay all or any part of the premiums therefor and the
costs thereof;




(iii)         execute,
in connection with any sale provided for in 0 or 0, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral; and




(iv)         (A)
direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct; (B) ask or
demand for, collect, and receive payment of and receipt for, any and all moneys,
claims and other amounts due or to become due at any time in respect of or
arising out of any Collateral; (C) commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or any portion thereof and to enforce any other right in
respect of any Collateral; (D) defend any suit, action or proceeding brought
against such Pledgor with respect to any Collateral; (E) settle, compromise or
adjust any such suit, action or proceeding and, in connection therewith, give
such discharges or releases as the Administrative Agent may deem appropriate;
and (F) generally, sell, transfer, pledge and make any agreement with respect to
or otherwise deal with any of the Collateral as fully and completely as though
the Administrative Agent were the absolute owner thereof for all purposes, and
do, at the Administrative Agent’s option and such Pledgor’s expense, at any
time, or from time to time, all acts and things which the Administrative Agent
deems necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent’s and the Guaranteed Creditors’ security interests therein
and to effect the intent of this Agreement, all as fully and effectively as such
Pledgor might do.




Anything in this 0 to the contrary
notwithstanding, the Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this 0 unless an Event of
Default shall have occurred and be continuing.




(b)          If
any Obligor fails to perform or comply with any of its agreements contained
herein within the applicable grace periods, the Administrative Agent, at its
option, but without any obligation so to do, may perform or comply, or otherwise
cause performance or compliance, with such agreement.




(c)          The
expenses of the Administrative Agent incurred in connection with actions
undertaken as provided in this 0, together with interest thereon at a rate per
annum equal to the post-default rate specified in Section 3.02(c) of the Credit
Agreement, but in no event to exceed the Highest Lawful Rate, from the date of
payment by the Administrative Agent to the date reimbursed by the relevant
Obligor, shall be payable by such Obligor to the Administrative Agent on
demand.




Houston 3945380v.4
 - 19
-


(d)          Each
Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue and in compliance hereof.  All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated.




Section
7.02               Duty of Administrative
Agent.  The Administrative Agent’s sole duty with respect to
the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section9.207 of the UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar Property for its own account and the Administrative
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which comparable secured parties accord
comparable collateral.  Neither the Administrative Agent, any
Guaranteed Creditor nor any of their Related Parties shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Pledgor or any other Person or to take any
other action whatsoever with regard to the Collateral or any part
thereof.  The powers conferred on the Administrative Agent and the
Guaranteed Creditors hereunder are solely to protect the Administrative Agent’s
and the Guaranteed Creditors’ interests in the Collateral and shall not impose
any duty upon the Administrative Agent or any Guaranteed Creditor to exercise
any such powers.  The Administrative Agent and the Guaranteed
Creditors shall be accountable only for amounts that they actually receive as a
result of the exercise of such powers, and neither they nor any of their Related
Parties shall be responsible to any Obligor for any act or failure to act
hereunder, except for their own gross negligence or willful
misconduct.  To the fullest extent permitted by applicable law, the
Administrative Agent shall be under no duty whatsoever to make or give any
presentment, notice of dishonor, protest, demand for performance, notice of
non-performance, notice of intent to accelerate, notice of acceleration, or
other notice or demand in connection with any Collateral or the Obligations, or
to take any steps necessary to preserve any rights against any Pledgor or other
Person or ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not it has or is deemed to have knowledge of such
matters.  Each Obligor, to the extent permitted by applicable law,
waives any right of marshaling in respect of any and all Collateral, and waives
any right to require the Administrative Agent or any Guaranteed Creditor to
proceed against any Obligor or other Person, exhaust any Collateral or enforce
any other remedy which the Administrative Agent or any Guaranteed Creditor now
has or may hereafter have against any Obligor or other Person.




Section
7.03               Execution of Financing
Statements.  Pursuant to the UCC and any other applicable law,
each Pledgor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Pledgor in such form and in such
offices as the Administrative Agent reasonably determines appropriate to perfect
the security interests of the Administrative Agent under this
Agreement.  A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording
document or instrument for filing or recording in any jurisdiction.




Houston 3945380v.4
 - 20
-


Section
7.04               Authority of Administrative
Agent.  Each Obligor acknowledges that the rights and
responsibilities of the Administrative Agent under this Agreement with respect
to any action taken by the Administrative Agent or the exercise or non-exercise
by the Administrative Agent of any option, voting right, request, judgment or
other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the Guaranteed
Creditors, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Obligors, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Guaranteed Creditors with
full and valid authority so to act or refrain from acting, and no Obligor shall
be under any obligation, or entitlement, to make any inquiry respecting such
authority.




ARTICLE
VIII


Subordination
of Indebtedness




Section
8.01               Subordination of All Obligor
Claims.  As used herein, the term “Obligor Claims” shall mean
all debts and obligations of the Borrower or any other Obligor to any other
Obligor, whether such debts and obligations now exist or are hereafter incurred
or arise, or whether the obligation of the debtor thereon be direct, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective
of whether such debts or obligations be evidenced by note, contract, open
account, or otherwise, and irrespective of the Person or Persons in whose favor
such debts or obligations may, at their inception, have been, or may hereafter
be created, or the manner in which they have been or may hereafter be acquired
by such other Obligor.  After and during the continuation of an Event
of Default, no Obligor shall receive or collect, directly or indirectly, from
any other obligor in respect thereof any amount upon the Obligor
Claims.




Section
8.02               Claims in
Bankruptcy.  In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings
involving any Obligor, the Administrative Agent on behalf of the Administrative
Agent and the Guaranteed Creditors shall have the right to prove their claim in
any proceeding, so as to establish their rights hereunder and receive directly
from the receiver, trustee or other court custodian, dividends and payments
which would otherwise be payable upon Obligor Claims.  Each Obligor
hereby assigns such dividends and payments to the Administrative Agent for the
benefit of the Administrative Agent and the Guaranteed Creditors for application
against the Borrower Obligations as provided under Section 10.02(c) of the
Credit Agreement.  Should any Agent or Guaranteed Creditor receive,
for application upon the Obligations, any such dividend or payment which is
otherwise payable to any Obligor, and which, as between such Obligors, shall
constitute a credit upon the Obligor Claims, then upon payment in full in cash
of the Borrower Obligations, the expiration of all Letters of Credit outstanding
under the Credit Agreement and the termination of all of the Commitments, the
intended recipient shall become subrogated to the rights of the Administrative
Agent and the Guaranteed Creditors to the extent that such payments to the
Administrative Agent and the Guaranteed Creditors on the Obligor Claims have
contributed toward the liquidation of the Obligations, and such subrogation
shall be with respect to that proportion of the Obligations which would have
been unpaid if the Administrative Agent and the Guaranteed Creditors had not
received dividends or payments upon the Obligor Claims.




Houston 3945380v.4
 - 21
-


Section
8.03               Payments Held in
Trust.  In the event that, notwithstanding 0 and 0, any Obligor
should receive any funds, payments, claims or distributions which is prohibited
by such Sections, then it agrees: xi) to hold in trust
for the Administrative Agent and the Guaranteed Creditors an amount equal to the
amount of all funds, payments, claims or distributions so received, and xii) that it shall
have absolutely no dominion over the amount of such funds, payments, claims or
distributions except to pay them promptly to the Administrative Agent, for the
benefit of the Guaranteed Creditors; and each Obligor covenants promptly to pay
the same to the Administrative Agent.




Section
8.04              Liens
Subordinate.  Each Obligor agrees that, until the Borrower
Obligations are paid in full in cash, no Letter of Credit shall be outstanding
and the termination of all of the Commitments, any Liens securing payment of the
Obligor Claims shall be and remain inferior and subordinate to any Liens
securing payment of the Obligations, regardless of whether such encumbrances in
favor of such Obligor, the Administrative Agent or any Guaranteed Creditor
presently exist or are hereafter created or attach.  Without the prior
written consent of the Administrative Agent, no Obligor, during the period in
which any of the Borrower Obligations are outstanding or the Commitments are in
effect, shall xiii) exercise or
enforce any creditor’s right it may have against any debtor in respect of the
Obligor Claims, or xiv) foreclose,
repossess, sequester or otherwise take steps or institute any action or
proceeding (judicial or otherwise, including without limitation the commencement
of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or
insolvency proceeding) to enforce any Lien securing payment of the Obligor
Claims held by it.




Section
8.05               Notation of
Records.  Upon the request of the Administrative Agent, all
promissory notes and all accounts receivable ledgers or other evidence of the
Obligor Claims accepted by or held by any Obligor shall contain a specific
written notice thereon that the indebtedness evidenced thereby is subordinated
under the terms of this Agreement.




ARTICLE
IX


Miscellaneous




Section
9.01               Waiver.  No
failure on the part of the Administrative Agent or any Lender to exercise and no
delay in exercising, and no course of dealing with respect to, any right, power,
privilege or remedy or any abandonment or discontinuance of steps to enforce
such right, power, privilege or remedy under this Agreement or any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, privilege or remedy under this Agreement or any
other Loan Document preclude or be construed as a waiver of any other or further
exercise thereof or the exercise of any other right, power, privilege or
remedy.  The remedies provided herein are cumulative and not exclusive
of any remedies provided by law or equity.




Section
9.02               Notices.  All
notices and other communications provided for herein shall be given in the
manner and subject to the terms of Section 12.01 of the Credit Agreement;
provided that any such notice, request or demand to or upon any Guarantor shall
be addressed to such Guarantor at its notice address set forth on Schedule
1.




Section
9.03               Payment of Expenses,
Indemnities, Etc.




Houston 3945380v.4
 - 22
-


(a)           Each
Guarantor agrees to pay or reimburse each Guaranteed Creditor and the
Administrative Agent for all out-of-pocket expenses incurred by such Person,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Guaranteed Creditor, in connection with the
enforcement or protection of its rights in connection with this Agreement or any
other Loan Document, including, without limitation, all costs and expenses
incurred in collecting against such Guarantor under the guarantee contained in 0
or otherwise enforcing or preserving any rights under this Agreement and the
other Loan Documents to which such Guarantor is a party.




(b)          Each
Guarantor agrees to pay, and to save the Administrative Agent and the Guaranteed
Creditors harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all Other Taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Agreement.




(c)           Each
Guarantor agrees to pay, and to save the Administrative Agent and the Guaranteed
Creditors harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement to the extent the Borrower
would be required to do so pursuant to Section 12.03 of the Credit
Agreement.




Section
9.04               Amendments in
Writing.  None of the terms or provisions of this Agreement may
be waived, amended, supplemented or otherwise modified except in accordance with
Section 12.02 of the Credit Agreement.




Section
9.05              
Successors and
Assigns.  The provisions of this Agreement shall be binding
upon the Obligors and their successors and assigns and shall inure to the
benefit of the Administrative Agent and the Guaranteed Creditors and their
respective successors and assigns; provided that except as set forth in Section
9.11 of the Credit Agreement, no Obligor may assign, transfer or delegate any of
its rights or obligations under this Agreement without the prior written consent
of the Administrative Agent and the Lenders, and any such purported assignment,
transfer or delegation shall be null and void.




Section
9.06               Survival; Revival;
Reinstatement.




(a)           All
covenants, agreements, representations and warranties made by any Obligor herein
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document to which it is a party
shall be considered to have been relied upon by the Administrative Agent, the
other Agents, the Issuing Bank and the Lenders and shall survive the execution
and delivery of this Agreement and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the other
Agents, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under the Credit Agreement is outstanding and unpaid or




Houston 3945380v.4
 - 23
-


any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated.  The provisions of 0 shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement, any other
Loan Document or any provision hereof or thereof.




(b)           To
the extent that any payments on the Guarantor Obligations or proceeds of any
Collateral are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver or other Person under any bankruptcy law, common law or
equitable cause, then to such extent, the Guarantor Obligations so satisfied
shall be revived and continue as if such payment or proceeds had not been
received and the Administrative Agent’s and the Guaranteed Creditors’ Liens,
security interests, rights, powers and remedies under this Agreement and each
other Loan Document shall continue in full force and effect.  In such
event, each Loan Document shall be automatically reinstated and the Borrower
shall take such action as may be reasonably requested by the Administrative
Agent and the Guaranteed Creditors to effect such reinstatement.




Section
9.07               Counterparts; Integration;
Effectiveness.




(a)          This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.




(b)          This
Agreement, the other Loan Documents and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and thereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof and thereof.  THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN THE LETTERS OF CREDIT AND THE LETTER OF CREDIT AGREEMENTS)
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPERANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.




(c)          This
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto, the Lenders and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.




Section
9.08              
Severability.  Any
provision of this Agreement or any other Loan Document held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof or thereof;




Houston 3945380v.4
 - 24
-


and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.




Section
9.09               Set-Off.  If
an Event of Default shall have occurred and be continuing, each Lender and each
of its Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations (of whatsoever kind, including, without limitations
obligations under Swap Agreements) at any time owing by such Lender or Affiliate
to or for the credit or the account of any Obligor against any of and all the
obligations of the Obligor owed to such Lender now or hereafter existing under
this Agreement or any other Loan Document, irrespective of whether or not such
Lender shall have made any demand under this Agreement or any other Loan
Document and although such obligations may be unmatured.  The rights
of each Lender under this 0 are in addition to other rights and remedies
(including other rights of setoff) which such Lender or its Affiliates may
have.




Section
9.10               Governing Law; Submission to
Jurisdiction.




(a)          THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF TEXAS.




(b)          ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACCEPTS FOR ITSELF AND
(TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.  THIS
SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM
OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING
JURISDICTION.




(c)          EACH
PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS 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 IT AT THE ADDRESS
SPECIFIED IN SECTION 12.01 OF THE CREDIT AGREEMENT (OR SUCH OTHER ADDRESS AS IS
SPECIFIED PURSUANT TO SECTION 12.01 OF THE CREDIT AGREEMENT) OR SCHEDULE 1
HERETO, AS APPLICABLE, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER
SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY
HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY
OTHER JURISDICTION.




Houston 3945380v.4
 - 25
-


(d)          EACH
PARTY HEREBY (1) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (2)
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES; (3) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR
AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS, AND (4) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 9.10.




Section
9.11              Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.




Section
9.12               Acknowledgments.  Each
Obligor hereby acknowledges that:




(a)           it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;




(b)          neither
the Administrative Agent nor any Guaranteed Creditor has any fiduciary
relationship with or duty to any Obligor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Obligors, on the one hand, and the Administrative Agent and Guaranteed
Creditors, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and




(c)           no
joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Guaranteed
Creditors or among the Obligors and the Guaranteed Creditors.




(d)Each of the parties hereto specifically agrees that it has a duty to read
this Agreement, the Security Instruments and the other Loan Documents and agrees
that it is charged with notice and knowledge of the terms of this Agreement, the
Security Instruments and the other Loan Documents; that it has in fact read this
Agreement, the Security Instruments and the other Loan Documents and is fully
informed and has full notice and knowledge of the terms, conditions and effects
thereof; that it has been represented by independent legal counsel of its choice
throughout the negotiations preceding its execution of this Agreement and the
Security Instruments; and has received the advice of its attorney in entering
into this Agreement and the Security Instruments; and that it recognizes that
certain of the terms of this Agreement and the Security Instruments result in
one party assuming the liability inherent in some aspects of the transaction and
relieving the other party of its responsibility for such
liability.  EACH
PARTY




Houston 3945380v.4
 - 26
-


HERETO
AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF
ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE
BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE
PROVISION IS NOT “CONSPICUOUS.”




Section
9.13              
Additional Obligors
and Pledgors.  Each Subsidiary of the Borrower that is required
to become a party to this Agreement pursuant to Section 8.14 of the Credit
Agreement shall become an Obligor for all
purposes of this Agreement upon execution and delivery by such Subsidiary of an
Assumption Agreement and shall thereafter have the same rights, benefits and
obligations as an Obligor party hereto on the date hereof.  Each
Guarantor that is required to pledge Equity Interests of its Subsidiaries shall
execute and deliver a Supplement, if such Equity Interests were not previously
pledged.




Section
9.14               Releases.




(a)           Release Upon Payment in
Full.  The grant of a security interest hereunder and all of
rights, powers and remedies in connection herewith shall remain in full force
and effect until the Administrative Agent has (1) retransferred and delivered
all Collateral in its possession to the Pledgors, and (2) executed a written
release or termination statement and reassigned to the Pledgors without recourse
or warranty any remaining Collateral and all rights conveyed
hereby.  Upon the complete payment of the Borrower Obligations, the
termination of all of the Commitments and the compliance by the Obligors with
all covenants and agreements hereof, the Administrative Agent, at the expense of
the Borrower, will promptly release, reassign and transfer the Collateral to the
Pledgors and declare this Agreement to be of no further force or
effect.




(b)          Partial
Releases.  If any of the Collateral shall be sold, transferred
or otherwise disposed of by any Pledgor in a transaction permitted by the Credit
Agreement, then the Administrative Agent, at the request and sole expense of
such Pledgor, shall promptly execute and deliver to such Pledgor all releases or
other documents reasonably necessary or desirable for the release of the Liens
created hereby on such Collateral and the Equity Interests of the Issuer
thereof.  At the request and sole expense of the Borrower, a Guarantor
shall be released from its obligations hereunder in the event that all the
Equity Interests of such Guarantor shall be sold, transferred or otherwise
disposed of in a transaction permitted by the Credit Agreement; provided that
the Borrower shall have delivered to the Administrative Agent, at least ten
Business Days prior to the date of the proposed release, a written request of a
Responsible Officer of the Borrower for release identifying the relevant
Guarantor and the terms of the sale or other disposition in reasonable detail,
including the price thereof and any expenses in connection therewith, together
with a certification by the Borrower stating that such transaction is in
compliance with the Credit Agreement and the other Loan Documents.




(c)           Retention in
Satisfaction.  Except as may be expressly applicable pursuant
to Section 9.620 of the UCC, no action taken or omission to act by the
Administrative Agent or the Guaranteed Creditors hereunder, including, without
limitation, any exercise of voting or consensual rights or any other action
taken or inaction, shall be deemed to constitute a retention of the Collateral
in satisfaction of the Obligations or otherwise to be in full satisfaction of
the




Houston 3945380v.4
 - 27
-


Obligations,
and the Obligations shall remain in full force and effect, until the
Administrative Agent and the Guaranteed Creditors shall have applied payments
(including, without limitation, collections from Collateral) towards the
Obligations in the full amount then outstanding or until such subsequent time as
is provided in 1)a)xiv)(1).




Section
9.15               Acceptance.  Each
Obligor hereby expressly waives notice of acceptance of this Agreement,
acceptance on the part of the Administrative Agent and the Guaranteed Creditors
being conclusively presumed by their request for this Agreement and delivery of
the same to the Administrative Agent.




Houston 3945380v.4
 - 28
-


IN WITNESS WHEREOF, each of the
undersigned has caused this Guaranty and Pledge Agreement to be duly executed
and delivered as of the date first above written.






BORROWER:     
LINN ENERGY, LLC




By:/s/ Kolja
Rockov


Kolja
Rockov


Executive
Vice President and Chief Financial Officer









GUARANTORS:              LINN
ENERGY HOLDINGS, LLC




LINN
OPERATING, INC.




PENN WEST PIPELINE, LLC


MID-CONTINENT
HOLDINGS I, LLC




MID-CONTINENT
HOLDINGS II, LLC




MID-CONTINENT
I, LLC




MID-CONTINENT
II, LLC




LINN
GAS MARKETING, LLC




LINN
EXPLORATION MIDCONTINENT, LLC






By:/s/ Kolja
Rockov


Kolja
Rockov


Executive
Vice President and Chief


Financial
Officer


Signature Page – Guaranty and Pledge
Agreement
 
 Houston
3945380


Acknowledged
and Agreed to as


of the
date hereof by:





ADMINISTRATIVE
AGENT:             BNP
PARIBAS








By: /s/ Doug
Liftman


Name: Doug Liftman


Title:   Managing Director






By: /s/ Betsy
Jocher


Name:  Betsy Jocher


Title:    Director







Signature
Page – Guaranty and Pledge Agreement
 
 Houston
3945380