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                                                                 EXHIBIT 4.3 (m)


                     PATENT AND TRADEMARK SECURITY AGREEMENT


         PATENT AND TRADEMARK SECURITY AGREEMENT dated as of April 11, 2001,
(this "AGREEMENT") made by Telex Communications, Inc., a Delaware corporation
(the "GRANTORS"), in favor of TCI Investments LLC and GoldenTree High Yield
Opportunities I, L.P., as co-agents (the "CO-AGENTS") for the Purchasers (as
defined in the Note Purchase Agreement referred to below).

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Note Purchase Agreement dated as of April 11,
2001 (the "NOTE PURCHASE AGREEMENT", among the Company, as issuer, the
Co-Agents, and the Purchasers from time to time parties thereto, the Purchasers
have severally agreed to purchase Senior Secured Notes from the Company upon the
terms and subject to the conditions set forth therein;

         WHEREAS, it is a condition to the obligation of the Purchasers to make
their respective purchases of Senior Secured Notes from the Company under the
Note Purchase Agreement that the Grantor shall have executed and delivered and
granted the assignments and security interests and made the pledges contemplated
by, this Agreement in each case to the Co-Agents for the benefit of the
Purchasers;

         WHEREAS, the Grantor and the Co-Agents have entered into the Guarantee
and Collateral Agreement dated as of the date hereof (the "GUARANTEE AND
COLLATERAL AGREEMENT"; terms used herein and not defined herein have the meaning
ascribed thereto in the Guarantee and Collateral Agreement); and

         WHEREAS, the Co-Agents and the Grantor are parties to the Intercreditor
Agreement, which provides, inter alia, that the Liens granted to the
Administrative Agent for the benefit of the Senior Lenders (as defined in the
Intercreditor Agreement) are senior in priority on the terms and conditions set
forth in the Intercreditor Agreement to the Liens granted hereunder to the
Co-Agent for the ratable benefit of the Secured Parties;

         NOW, THEREFORE, in consideration of the foregoing premises and to
induce the Secured Parties to enter into the Note Purchase Agreement and to
induce the Purchasers to make their respective purchases of Senior Secured Notes
from the Company thereunder, each Grantor hereby agrees with the Co-Agents, for
the ratable benefit of the Secured Parties, as follows:

                            SECTION 1. DEFINED TERMS

         1.1. Definitions. The following terms shall have the following
meanings.

         "COLLATERAL" has the meaning hereto ascribed thereto in Section 2
hereof.




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         "PATENT LICENSES" means all United States written license agreements of
the Grantor with any Person who is not an Affiliate or Subsidiary of the Grantor
in connection with any of the Patents or such other Person's patents, whether
the Grantor is a licensor or a licensee under any such agreement, including,
without limitation, the license agreements listed on Schedule II hereto,
subject, in each case, to the terms of such license agreements, and the right to
prepare for sale, sell and advertise for sale, all Inventory now or hereafter
covered by such licenses.

         "PATENTS" means all of the Grantor's right, title and interest in and
to all United States patents, patent applications and patentable inventions and
all reissues and extensions thereof, including, without limitation, all patents
and patent applications identified in Schedule II hereto, and including, without
limitation, (a) all inventions and improvements described and claimed therein,
and patentable inventions, (b) the right to sue or otherwise recover for any and
a" past, present and future infringements and misappropriations thereof, (c) all
income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all
licenses entered into in connection therewith, and damages and payments for past
or future infringements thereof), and (d) all other rights corresponding thereto
in the United States and all reissues, divisions, continuations,
continuations-in-part, substitutes, renewals, and extensions thereof, all
improvements thereon, and all other rights of any kind whatsoever of the Grantor
accruing thereunder or pertaining thereto. Patents and Patent Licenses are
referred to collectively herein as the "PATENT COLLATERAL".

         "PROCEEDS" has the meaning as in Section 9-306(1) of the Code.

         "TRADEMARK LICENSES" means all United States written license agreements
of the Grantor with any Person who is not an Affiliate or Subsidiary of the
Grantor in connection with any of the Trademarks or such other Person's names or
trademarks, whether the Grantor is a licensor or a licensee under any such
agreement, including, without limitation, the license agreements listed on
Schedule I hereto, subject, in each case, to the terms of such license
agreements, and the right to prepare for sale, sell and advertise for sale, all
Inventory now or hereafter covered by such licenses.

         "TRADEMARKS" means all of the Grantor's right, title and interest in
and to all United States trademarks, service marks, trade names, trade dress or
other indicia of trade origin or business identifiers, trademark and service
mark registrations, and applications for trademark or service mark registrations
(except for "intent to use" applications for trademark or service mark
registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. ss.
1451, unless and until an Amendment to Allege Use or a Statement of Use under
Sections 1(c) and 1(d) of said Act has been filed), and any renewals thereof,
including, without limitation, each registration and application identified in
Schedule I hereto, and including, without limitation, (a) the right to sue or
otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (b) all income, royalties, damages and other payments
now and hereafter due and/or payable with respect thereto (including, without
limitation, payments under all licenses entered into in connection therewith,
and damages and payments for past or future infringements thereof), and (c) all
other rights corresponding thereto in the United States and all other rights of
any kind whatsoever of the Grantor accruing thereunder or pertaining thereto,
together in each case with the goodwill of the business connected with the use
of, and symbolized by, each such



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trademark, service mark, trade name, trade dress or other indicia of trade
origin or business identifiers, Trademarks, Trademark Licenses all referred to
collectively herein as the "TRADEMARK COLLATERAL".

         1.2. Other Definitional Provisions.

                  (a) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section and
paragraph references are to this Agreement unless otherwise specified.

                  (b) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (c) Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to the Grantor, shall
refer to the Grantor's Collateral or the relevant part thereof.

                     SECTION 2. GRANT OF SECURITY INTEREST

         2.1. Grant of Security Interest. The Grantor hereby grants, subject to
existing licenses granted by the Grantor in the ordinary course of business with
respect to the Collateral (as hereinafter defined), to the Co-Agents for the
ratable benefit of the Secured Parties a security interest in all of the
following property now owned or at any time hereafter acquired by the Grantor or
in which the Grantor 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 the Secured Obligations of the
Grantor:

                  (a)      all Patents;

                  (b)      all Patent Licenses;

                  (c)      all Trademarks;

                  (d)      all Trademark Licenses;

                  (e)      all General Intangibles connected with the use of or
symbolized by the Trademarks and Patents; and

                  (f)      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;

provided, that the foregoing grant of a security interest with respect to
General Intangibles, Patent Licenses and Trademark Licenses shall not include a
security interest in, and the Collateral shall not include, any Patent License
or Trademark License with or issued by Persons


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other than a Subsidiary of the Grantor that would otherwise be included in the
Collateral to the extent that the grant by such Grantor of such security
interest is prohibited by the terms and provisions of the written agreement or
document or instrument creating or evidencing such license or permit or Patent
License or Trademark License, or gives the other party thereto the right to
terminate such Patent License or Trademark License in the event of the grant of
a security interest with respect thereto. All references in this Agreement to
any of the property described in clauses (a) through (f) of the preceding
sentence, or to any Proceeds thereof, shall be deemed to be references to such
property or Proceeds to the extent such property or Proceeds constitutes
Collateral.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

         The Grantor hereby represents and warrants to the Co-Agents on behalf
of the Secured Parties as set forth in this Section 3. The Grantor agrees that
the following representations and warranties shall be deemed to have been made
by the Grantor on and as the date hereof and on and as of the Closing Date and
as of each other date on which a purchase of Senior Secured Notes from the
Company is made under the terms of the Note Purchase Agreement, in each case as
though made on and as of each such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date).

         3.1. Power and Authority. As of the date hereof, the Grantor has the
corporate power and authority, and the legal right, to make, deliver and perform
its obligations under, and to grant the security interest in the Trademark
Collateral and the Patent Collateral to the extent provided in, and pursuant to,
this Agreement and has taken all necessary corporate action to authorize the
execution, delivery and performance of, and grant of the security interest in
the Trademark Collateral and the Patent Collateral to the extent provided in,
and pursuant to, this Agreement.

         3.2. Title; No Other Liens. As of the date hereof, except for the Liens
granted to the Administrative Agent for the benefit of the holders of Senior
Loans under the Senior Credit Documents and to the Co-Agents for the benefit of
the Secured Parties pursuant to this Agreement or the Guarantee and Collateral
Agreement and the other Liens permitted to exist pursuant to Section 8.3 of the
Note Purchase Agreement, the Grantor is (or, in the case of after-acquired
Collateral, will be) the sole, legal and beneficial owner of the entire right,
title and interest in and to the material Trademarks set forth on Schedule I
hereto and the material Patents set forth in Schedule II hereto free and clear
of any and all Liens. As of the date hereof, except pursuant to the Senior
Credit Documents or except as set forth on Schedule III hereto, no security
agreement, financing statement or other public notice similar in effect with
respect to all or any part of the Collateral is on file or of record in any
public office (including, without limitation, the United States Patent and
Trademark Office), except such as may have been filed in favor of the Co-Agents
for the ratable benefit of the Secured Parties pursuant to this Agreement or the
Guarantee and Collateral Agreement and in respect of such Liens as may be
permitted pursuant to subsection 8.3 of the Note Purchase Agreement.



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         3.3. Perfected Priority Liens.

                  (a) As of the date hereof, this Agreement is effective to
create, as collateral security for the Secured Obligations, valid and
enforceable Liens on the Collateral in favor of the Co-Agents for the benefit of
the Secured Parties except as enforceability may be affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

                  (b) As of the date hereof, except with respect to Liens upon
Patents and Trademarks and Patent Licenses and Trademark Licenses, which Liens,
to the extent not otherwise perfected by the filing of financing statements
under the Code in accordance herewith, would in the case of Patents and
Trademarks listed in Schedules I and II hereto, or in the case of Patent
Licenses and Trademark Licenses listed in Schedules I and II hereto may be
perfected upon the filing, acceptance and recordation thereof in the United
States Patent and Trademark Office, upon filing of the financing statements
delivered to the Co-Agents by the Grantor on the Closing Date in the
jurisdictions listed on Schedule 5.24 to the Note Purchase Agreement, which
financing statements are in proper form for filing in such jurisdictions, and
the recording of this Agreement in the United States Patent and Trademark
Office, and the making of filings after the Closing Date in any other
jurisdiction in the United States as may be necessary under any Requirement of
Law, the Liens created pursuant to this Agreement will constitute valid and
perfected Liens on the Collateral in the United States in favor of the Co-Agents
for the benefit of the Secured Parties, which Liens will be prior to all other
Liens of all other Persons with respect to the Collateral except Liens granted
to the Administrative Agent for the benefit of the holders of Senior Loans under
the Senior Credit Documents, and which Liens are enforceable as such against all
creditors of and purchasers (except to the extent that the recording of an
assignment or other transfer of title to the Co-Agents in the United States
Patent and Trademark Office may be necessary for such enforceability) from the
Grantor, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) or by an implied
covenant of good faith and fair dealing.

         3.4. Consents. No consent of any party (other than the Grantor) to any
material Patent License or material Trademark License constituting Collateral is
required, or purports to be required, to be obtained by or on behalf of the
Grantor in connection with the execution, delivery and performance of this
Agreement that has not been obtained. Each Patent License and Trademark License
constituting Collateral is in full force and effect and constitutes a valid and
legally enforceable obligation of the Grantor and (to the knowledge of the
Grantor) each other party thereto except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditor's rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law) or by an
implied covenant of good faith and fair dealing and except to the extent the
failure of any such Patent License or Trademark License constituting Collateral
to be in full force and effect or valid or legally enforceable would not be
reasonably expected, in the aggregate, to have a material adverse effect on the
value of the Collateral (as such term is defined in the Note Purchase
Agreement). No consent or authorization of, filing with or other act by or in
respect of



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any Governmental Authority is required in connection with the execution,
delivery, performance, validity or enforceability of any of the Patent Licenses
or Trademark Licenses constituting Collateral by any party thereto other than
those which have been duly obtained, made or performed and are in full force and
effect and those the failure of which to make or obtain would not be reasonably
expected, in the aggregate, to have a material adverse effect on the value of
the Collateral (as such term is defined in the Note Purchase Agreement). Neither
such Grantor nor (to the knowledge of such Grantor) any other party to any
Patent License or Trademark License constituting Collateral is in default in the
performance or observance of any of the terms thereof, except for such defaults
as would not reasonably be expected, in the aggregate, to have a material
adverse effect on the value of the Collateral (as such term is defined in the
Note Purchase Agreement). Except for rights reserved in favor of the United
States government, as required under law, the right, title and interest of the
Grantor in, to and under each Patent License and Trademark License constituting
Collateral are not subject to any defense, offset, counterclaim or claim which
would be reasonably expected, either individually or in the aggregate, to have a
material adverse effect on the value of the Collateral (as such term is defined
in the Note Purchase Agreement).

         3.5. Schedules I and II are Complete; All Filings Have Been Made. Set
forth in Schedules I and II is a complete and accurate list of all material
Trademarks and material Patents owned by the Grantor as of the date hereof. As
of the date hereof, the Grantor will have made all necessary filings to protect
and maintain its interest in the Trademarks and Patents set forth in Schedules I
and II hereto, including, without limitation, all necessary filings and payments
of all maintenance fees, in the United States Patent and Trademark Office to the
extent such Trademarks and Patents are material to the Grantor's business. Set
forth in Schedules I and II hereto is a complete and accurate list of all of the
material Trademark Licenses and material Patent Licenses owned by the Grantor as
of the date hereof.

         3.6. The Trademarks and Trademark Licenses are Subsisting and Not
Adjudged Invalid. As of the date hereof, each trademark registration and
trademark application of the Grantor set forth in Schedule I hereto is
subsisting as of the date hereof, and has not been adjudged invalid,
unregistrable or unenforceable, in whole or in part, and, to the best of such
Grantor's knowledge, is valid, registrable and enforceable. As of the date
hereof, each of the Trademark Licenses set forth in Schedule I hereto is validly
subsisting and has not been adjudged invalid or unenforceable, in whole or in
part, and, to the best of such Grantor's knowledge, is valid and enforceable. As
of the date hereof, each Grantor has notified each Secured Party in writing of
all uses of any item of Trademark Collateral material to such Grantor's business
of which such Grantor is aware which could reasonably be expected to lead to
such item becoming invalid or unenforceable, including unauthorized uses by
third parties and uses which were not supported by the goodwill of the business
connected with such Collateral.

         3.7. The Patent and Patent Licenses are Subsisting and Not Adjudged
Invalid. As of the date hereof, each Patent and patent application of the
Grantor set forth in Schedule II hereto is subsisting and has not been adjudged
invalid, unpatentable or unenforceable, in whole or in part, and, to the best of
such Grantor's knowledge, is valid, patentable and enforceable. As of the date
hereof, each of the Patent Licenses set forth in Schedule II hereto is validly
subsisting and has not been adjudged invalid or unenforceable, in whole or in
part, and, to the best of such Grantor's knowledge, is valid and enforceable. As
of the date hereof, the Grantor has notified the



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Co-Agents in writing of all uses of any item of Patent Collateral material to
such Grantor's business of which such Grantor is aware which could reasonably be
expected to lead to such item becoming invalid or unenforceable.

         3.8. No Previous Assignments or Releases. As of the date hereof, and
except for Liens granted to the Administrative Agent for the benefit of holders
of Series Loans under the Senior Credit Documents, the Grantor has not made any
agreement constituting a present or future assignment, sale, transfer or
encumbrance of any of the Collateral (except for any such assignment, sale,
transfer or encumbrance permitted under the Note Documents). Except as permitted
by the Senior Credit Documents, the Note Documents or as required by Law, the
Grantor has not granted any license, shop right, release, covenant not to sue,
or non-assertion assurance to any Person with respect to any material part of
the Collateral which would have a Material Adverse Effect.

         3.9. Proper Statutory Notice. The Grantor has marked its products with
the trademark registration symbol(R), the numbers of all appropriate patents,
the common law trademark symbol(TM), or the designation "patent pending," as the
case may be, to the extent that it is reasonably and commercially practicable.

         3.10. No Knowledge of Claims Likely to Arise. Except for the Trademark
Licenses and Patent Licenses listed in Schedules I and II hereto, the Grantor
has no knowledge of the existence of any right or any claim (other than as
permitted by this Agreement or the Note Documents) that is likely to be made
under or against any item of Collateral contained on Schedules I and II which
would have a Material Adverse Effect.

         3.11. No Knowledge of Existing or Threatened Claims. No claim has been
made and is continuing or, to the Grantor's knowledge, threatened that the use
by such Grantor of any item of Collateral is invalid or unenforceable or that
the use by such Grantor of any Collateral does or may violate the rights of any
Person, which would have a Material Adverse Effect. To the Grantor's knowledge,
there is currently no infringement or unauthorized use of any item of Collateral
contained on Schedules I and II hereto which would have a Material Adverse
Effect.

                              SECTION 4. COVENANTS

         The Grantor covenants and agrees with the Co-Agents and the other
Secured Parties that, from and after the date of this Agreement until the
payment in full of the Senior Secured Notes and to the extent then due and
owing, all other Secured Obligations:

         4.1. Further Documentation Pledge of Instruments and Chattel Paper. At
any time and from time to time, upon the written request of the Co-Agents or the
Grantor, as the case may be, and at the sole expense of such Grantor, such
Grantor or the Co-Agents, as the case may be, will promptly and duly execute and
deliver such further instruments and documents and take such further action as
the Co-Agents or the Grantor, as the case may be, may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and of
the right and powers herein granted, including, without limitation, the filing
of any financing or continuation statements under the Uniform Commercial Code in
effect in any jurisdiction with respect to the Liens created hereby. The Grantor
also hereby authorizes the Co-Agents to file any such




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financing or continuation statement without the signature of the Grantor to the
extent permitted by applicable law. A carbon, photographic or other reproduction
of this Agreement shall be sufficient as a financing statement for filing in any
jurisdiction. The Co-Agents agree to notify the Grantor and the Grantor agrees
to notify the Co-Agents of any financing or continuation statement filed by it
pursuant to this Section 4.1, provided that any failure to give any the notice
shall not affect the validity or effectiveness of any the filing.

         4.2. Indemnification and Expenses. The Grantor agrees to pay, and to
save the Co-Agents, the other Secured Parties and all their respective agents,
officers, directors and successors harmless from, any and all liabilities and
reasonable costs and expenses (including, without limitation, reasonable legal
fees and expenses) (a) with respect to, or resulting from, any delay by the
Grantor in complying with any material Requirement of Law applicable to any of
the Collateral, or (b) in connection with any of the transactions contemplated
by this Agreement, provided that such indemnity shall not, as to the Co-Agents,
any of the other Secured Parties or any of their respective agents, officers,
directors and successors, be available to the extent that such liabilities,
costs and expenses resulted from the gross negligence or willful misconduct of
any of the same. In any suit, proceeding or action brought by the Co-Agents or
any other Secured Party under any of the Collateral for any sum owing
thereunder, or to enforce any of the Collateral, the Grantor will save,
indemnify and keep the Co-Agents, such Secured Party and their respective
agents, officers, directors and successors harmless from and against all
expense, loss or damage suffered by reason of any defense or counterclaim raised
in any such suit, proceeding or action, except to the extent such expense, loss
or damage resulted from the gross negligence or willful misconduct of any of the
same.

         4.3. Maintenance of Records. The Grantor will keep and maintain at its
own cost and expense reasonably satisfactory and complete records of the
Collateral, and shall mark such records to evidence this Agreement and the Liens
and the security interests created hereby. For the Secured Parties' further
security, the Co-Agents for the benefit of the Secured Parties shall have a
security interest in all of the Grantor's books and records pertaining to the
Collateral.

         4.4. Right of Inspection. Upon reasonable written advance notice to the
Grantor and at reasonable intervals, or at any time and from time to time after
the occurrence and during the continuation of an Event of Default, the Co-Agents
shall have reasonable access during normal business hours to all the books,
correspondence and records of the Grantor, and the Co-Agents and their
representatives may examine the same, and to the extent reasonable take extracts
therefrom and make photocopies thereof, and the Grantor agrees to render to the
Co-Agents, at the Grantor's reasonable cost and expense, such clerical and other
assistance, as may be reasonably requested with regard thereto.

         4.5. Compliance with Laws, etc. The Grantor will comply in all material
respects with all material Requirements of Law applicable to the Collateral or
any part thereof, except to the extent that the failure to so comply would not
be reasonably expected to materially adversely affect in the aggregate the
Co-Agents' or the other Secured Parties' rights hereunder, the priority of their
Liens on the Collateral or the value of the Collateral.

         4.6. Further Identification of Collateral. The Grantor will furnish to
the Co-Agents from time to time such statements and schedules further
identifying and describing the


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Collateral, and such other reports in connection with the Collateral, as the
Co-Agents may reasonably request, all in reasonable detail.

         4.7. Security Interest in Any Newly Acquired Collateral. The Grantor
agrees that, should it obtain an ownership interest in any material Trademark,
Patent, Trademark License or Patent License, which is not now a part of the
Collateral, (i) the provisions of Section 2 shall automatically apply thereto,
(ii) any such Trademark, Patent, Trademark License and Patent License shall
automatically become part of the Collateral, and (iii) with respect to any
ownership interest in any such Trademark, Patent, Trademark License or Patent
License that such Grantor should obtain, it shall give notice thereof to the
Co-Agents in writing, in reasonable detail, at its address set forth in each of
the Note Purchase Agreements within 45 days after the end of the calendar
quarter in which it obtains such ownership interest. The Grantor authorizes the
Co-Agents to modify this Agreement by amending Schedules I and II hereto (and
will cooperate reasonably with the Co-Agents in effecting any such amendment) to
include on Schedule I hereto any Trademark and Trademark License and on Schedule
II hereto any Patent or Patent License of which it receives notice under this
Section, or to prepare and file with the United States Patent and Trademark
Office a supplement to this Agreement to include any Patent or Trademark of
which it receives notice to under this Section.

         4.8. Maintenance of the Trademark Collateral. The Grantor agrees to
take all reasonably necessary steps, including, without limitation, in the
United States Patent and Trademark Office or in any court, to (a) maintain each
trademark registration and each Trademark License identified on Schedule I
hereto, and (b) pursue each trademark application now or hereafter identified in
Schedule I hereto, including, without limitation, the filing of responses to
office actions issued by the United States Patent and Trademark Office, the
filing of applications for renewal, the filing of affidavits under Sections 8
and 15 of the United States Trademark Act, and the participation in opposition,
cancellation, infringement and misappropriation proceedings, except, in each
case in which such Grantor has reasonably determined that any of the foregoing
is not of material economic value to it. The Grantor agrees to take
corresponding steps with respect to each new or acquired trademark or service
mark registration, or application for trademark or service mark registration, or
any rights obtained under any Trademark License, in each case, which it is now
or later becomes entitled, except in each case in which the Grantor has
reasonably determined that any of the foregoing is not of material economic
value to it. Any expenses incurred in connection with such activities shall be
borne by such Grantor.

         4.9. Maintenance of the Patent Collateral. The Grantor agrees to take
all necessary steps, including, without limitation, in the United States Patent
and Trademark Office or in any court, to (a) maintain each patent and each
Patent License identified on Schedule II hereto, and (b) pursue each patent
application, now or hereafter identified in Schedule II hereto, including,
without limitation, the filing of divisional, continuation, continuation-in-part
and substitute applications, the filing of applications for reissue, renewal or
extensions, the payment of maintenance fees, and the participation in
interference, reexamination, opposition, infringement and misappropriation
proceedings, except, in each case in which the Grantor has reasonably determined
that any of the foregoing is not of material economic value to it. The Grantor
agrees to take corresponding steps with respect to each new or acquired patent,
patent application, or any rights obtained under any Patent License, in each
case, to which it is now or later becomes




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entitled, except in each case in which the Grantor has reasonably determined
that any of the foregoing is not of material economic value to it. Any expenses
incurred in connection with such activities shall be borne by the Grantor.

         4.10. Preservation and Protection of the Trademark Collateral and
Patent Collateral. Except as provided in Section 4.11 hereof, the Grantor shall
take all steps which it or the Co-Agents deems reasonably appropriate under the
circumstances to preserve and protect its material Trademark Collateral and
Patent Collateral.

         4.11. Grantor Shall Not Abandon any Collateral. The Grantor shall not
abandon any trademark registration, patent or any pending trademark or patent
application, in each case listed on Schedule I or Schedule II, without the
written consent of the Co-Agents, unless such Grantor shall have previously
determined that such use or the pursuit or maintenance of such trademark
registration, patent or pending trademark or patent application is not of
material economic value to it, in which case, such Grantor will, at least
annually, give notice of any such abandonment to the Co-Agents in writing, in
reasonable detail, at its address set forth in the Note Purchase Agreement.

         4.12. Infringement of Any Collateral. In the event that any Grantor
becomes aware that any item of the Collateral which such Grantor has reasonably
determined to be material to its business is infringed or misappropriated by a
third party, which infringement or misappropriation would reasonably be expected
to have a Material Adverse Effect, the Grantor shall notify the Co-Agents
promptly and in writing, in reasonable detail, at its address set forth in the
Note Purchase Agreement, and shall take such actions as the Grantor or the
Co-Agents deems reasonably appropriate under the circumstances to protect such
Collateral, including, without limitation, suing for infringement or
misappropriation and for an injunction against such infringement or
misappropriation. Any expense incurred in connection with such activities shall
be borne by such Grantor. The Grantor will advise the Co-Agents promptly and in
writing, in reasonable detail, at its address set forth in the Note Purchase
Agreement, of any adverse determination or the institution of any proceeding
(including, without limitation, the institution of any proceeding in the United
States Patent and Trademark Office or any court) regarding any item of the
Collateral which has a Material Adverse Effect.

         4.13. Use of Statutory Notice. The Grantor shall mark its products with
the trademark registration symbol (R), the numbers of all appropriate patents,
the common law trademark symbol TM, or the designation "patent pending", as the
case may be, to the extent that it is reasonably and commercially practicable.

         4.14. Limitation on Liens on Collateral. The Grantor will not create,
incur or permit to exist, will defend the Collateral against, and will take such
other action as is reasonably necessary to remove, any material Lien or material
adverse claim on or to any of the Collateral, other than Liens created hereby
and other than as permitted pursuant to the Loan Documents (including, without
limitation, any Liens permitted to exist on the Collateral pursuant to Section
8.3 of the Note Purchase Agreement), and will defend the right, title and
interest of the Co-Agents and the other Secured Parties in and to any of the
Collateral against the claims and demands of all Persons whomsoever, except
where failure to defend would not have a Material Adverse Effect.




                                       10
<PAGE>   11

         4.15. Limitations on Dispositions of Collateral. Subject to the terms
of the Intercreditor Agreement, without the prior written consent of the
Co-Agents, the Grantor will not sell, assign, transfer, exchange or otherwise
dispose of, or grant any option with respect to, the Collateral, or attempt,
offer or contract to do so, except with respect to licenses in the ordinary
course of business or as permitted by this Agreement, the Senior Credit
Documents or the Note Documents.

         4.16. Notices. The Grantor will advise the Co-Agents promptly and in
writing, in reasonable detail, at its address set forth in the Note Purchase
Agreement, (a) of any Lien (other than Liens created hereby or permitted under
the Note Documents, including, without limitation, any Liens permitted to exist
on the Collateral pursuant to Section 8.3 of the Note Purchase Agreement) on any
Patents or Trademarks and (b) of the occurrence of any other event which would
reasonably be expected in the aggregate to have a material adverse effect on the
aggregate value of the Collateral taken as a whole or the Liens created
hereunder.

             SECTION 5. CO-AGENTS' APPOINTMENT AS ATTORNEY-IN-FACT

         5.1. Powers. The Grantor hereby irrevocably constitutes and appoints
each Co-Agent and, any officer or agent of the Co-Agents, 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 the Grantor and in the name of the
Grantor or in its own name, for the purpose of carrying out the terms of this
Agreement, to take any and all 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 to the extent permitted by law, and,
without limiting the generality of the foregoing, to the extent permitted by
law, the Grantor hereby gives each Co-Agent the power and right, on behalf of
the Grantor, without notice to or assent by the Grantor, to do, at any time when
an Event of Default has occurred and is continuing, the following, but subject
in all cases to the Intercreditor Agreement:

                  (a) to execute and deliver any and all agreements,
instruments, documents, and papers as the Co-Agents may reasonably request to
evidence the Secured Parties' security interest in any of the Collateral and tae
goodwill of the Grantor relating thereto or represented thereby;

                  (b) in the name of the Grantor or its own name, or otherwise,
to take possession of and indorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under any General
Intangible (to the extent that the foregoing constitute Collateral) or with
respect to any other Collateral and to file any claim or to take any other
action or institute any proceeding in any court of law or equity or otherwise
deemed appropriate by the Co-Agents for the purpose of collecting any and all
such moneys due under such General Intangible or with respect to any other
Collateral whenever payable;

                  (c) to pay or discharge Liens placed on the Collateral, other
than Liens permitted under this Agreement or the other Note Documents,
including, without limitation, any liens permitted to exist on the Collateral
pursuant to subsection 8.3 of the Note Purchase Agreement; and




                                       11
<PAGE>   12

                  (d) (i) to 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 Co-Agents or as the Co-Agents shall direct; (ii) to
ask for, or demand, collect, 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; (iii) to sign and indorse any invoices,
freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and other documents in
connection with any of the Collateral; (iv) to 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 thereof and to enforce any other
right in respect of any Collateral; (v) to defend any suit, action or proceeding
brought against the Grantor with respect to any of the Collateral; (vi) to
settle, compromise or adjust any suit, action or proceeding described in clause
(vi) above and, in connection therewith, to give such discharges or releases as
the Co-Agents may deem appropriate; (vii) subject to any pre-existing reserved
rights or licenses, to assign any Patent or Trademark constituting Collateral
(along with the goodwill of the business to which any such Patent or Trademark
pertains), for such term or terms, on such conditions, and in such manner, as
the Co-Agents shall in their sole discretion determine; and (viii) generally, to
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 Co-Agents were
the absolute owner thereof for all purposes, and to do, at the Co-Agents' option
and the Grantor's expense, at any time, or from time to time, all acts and
things which the Co-Agents, or either of them, deems reasonably necessary to
protect, preserve or realize upon the Collateral and the Secured Parties' Liens
thereon and to effect the intent of this Agreement, all as fully and effectively
as the Grantor might do.

The Grantor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable until the payment in full of the Senior
Secured Notes and the other Secured Obligations then due and owing.

         5.2. Other Powers. The Grantor also authorizes each Co-Agent, from time
to time if an Event of Default shall have occurred and be continuing, to
execute, in connection with any sale provided for in Section 8 hereof, any
endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral, but subject in all cases to the Intercreditor
Agreement.

         5.3. No Duty on the Part of Co-Agents or Secured Parties. The powers
conferred on the Co-Agents and the other Secured Parties hereunder are solely to
protect the Co-Agents' and the other Secured Parties' interests in the
Collateral and shall not impose any duty upon the Co-Agents or any other Secured
Party to exercise any such powers. The Co-Agents and the other Secured Parties
shall be accountable only for amounts that they actually receive as a result of
the exercise of such powers, and neither they nor any of their officers,
directors, employees, affiliates, agents or successors shall be responsible to
the Grantor for any act or failure to act hereunder, except for gross negligence
or willful misconduct of any of the same.


                                       12
<PAGE>   13

            SECTION 6. PERFORMANCE BY CO-AGENTS OF GRANTOR'S SECURED
                                   OBLIGATIONS

         6.1. Performance by Co-Agents of Grantor's Secured Obligations. If the
Grantor fails to perform or comply with any of its agreements contained herein
and the Co-Agents, as provided for by the terms of this Agreement, shall perform
or comply, or otherwise cause performance or compliance, with such agreements,
the reasonable expenses of the Co-Agents incurred in connection with such
performance or compliance, together with interest thereon at a rate per annum
equal to 1.75% above the rate applicable to any Senior Secured Notes, shall be
payable by the Grantor to the Co-Agents on demand, and the Grantor's obligations
to make such payments shall constitute Secured Obligations.

                              SECTION 7. PROCEEDS

         7.1. Proceeds. It is agreed that if an Event of Default shall occur and
be continuing, but subject in all cases to the Intercreditor Agreement, (a) all
Proceeds of any Collateral received by the Grantor consisting of cash, checks
and other near-cash items shall be held by the Grantor in trust for the
Co-Agents and the other Secured Parties, segregated from other funds of the
Grantor, and shall, forthwith upon receipt by the Grantor, be turned over to the
Co-Agents in the exact form received by the Grantor (duly indorsed by the
Grantor to the Co-Agents, if required), and (b) any arid all such Proceeds
received by the Co-Agents (whether from the Grantor or otherwise) shall be held
by the Co-Agents for the benefit of the Secured Parties as collateral security
for the Secured Obligations (whether matured or unmatured), and/or then or at
any time thereafter may, in the sole discretion of the Co-Agents, be applied by
the Co-Agents against the Secured Obligations then due and owing in the
following order of priority:

         FIRST, to the payment of all reasonable costs and expenses incurred by
the Co-Agents (including, without limitation, in its capacity as Note Purchase
Agreement Co-Agents) in connection with this Agreement, the Guarantee and
Collateral Agreement, the Note Purchase Agreement, any other Note Document or
any of the Secured Obligations, including, without limitation, all court costs
and the reasonable fees and expenses of its agents and legal counsel, and any
other reasonable costs or expenses incurred in connection with the exercise by
the Co-Agents (including, without limitation, in its capacity as Note Purchase
Agreement Co-Agents) of any right or remedy under this Agreement, the Note
Purchase Agreement, or any other Note Document;

         SECOND, to the ratable satisfaction of all other Secured Obligations;
and

         THIRD, to the Grantor or its successors or assigns, or to whomsoever
maybe lawfully entitled to receive the same.

                              SECTION 8. REMEDIES

         8.1. Remedies. If an Event of Default shall occur and be continuing,
but subject in all cases to the Intercreditor Agreement, the Co-Agents, on
behalf of the Secured Parties, may exercise all rights and remedies of a secured
party under the Code, and, to the extent permitted




                                       13
<PAGE>   14

by law, all other rights and remedies granted to the Co-Agents or any Secured
Party in this Agreement and the other Note Documents, and in any other
instrument or agreement seeing, evidencing or relating to the Secured
Obligations. Without limiting the generality of the foregoing, the Co-Agents,
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 the Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), except as may
be required by the terms of the Intercreditor Agreement, may in such
circumstances, to the extent permitted by Law, 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 the Co-Agents or any other Secured
Party 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. The Co-Agents or any other Secured Party
shall have the right, to the extent permitted by Law, upon any such sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Grantor, which right or equity is hereby
waived and released. The Grantor further agrees, at the Co-Agents' request, to
assemble the Collateral and make it available to the Co-Agents at places which
the Co-Agents shall reasonably select (subject to any directions given by the
Administrative Agent), whether at the Grantor's premises or elsewhere. In the
event of any sale, assignment, or other disposition of any of the Collateral,
the goodwill of the business connected with and symbolized by any Trademark
Collateral subject to such disposition shall be included, and the Grantor shall
supply to the Co-Agents or its designee the Grantor's know-how and expertise
relating to the Collateral subject to such disposition, and to Grantor's
notebooks, studies, reports, records, documents and things embodying the same or
relating to the inventions, processes or ideas covered by, and to the
manufacture of any products under or in connection with, the Collateral subject
to such disposition, and the Grantor's customer's lists, studies and surveys and
other records and documents relating to the distribution, marketing, advertising
and sale of products relating to the Collateral subject to Such disposition. The
Co-Agents shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein 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 Co-Agents and the other Secured Parties hereunder, including,
without limitation, reasonable attorneys' fees and disbursements, to the payment
and performance in whole or in part of the Secured Obligations then due and
owing, in the order of priority specified in Section 7 hereof, and only after
such application and after the payment by the Co-Agents of any other amount
required by any provision of law, including, without limitation, Section
9-504(1)(c) of the Code, need the Co-Agents account for the surplus, if any, to
the Grantor. To the extent permitted by applicable law, (a) the Grantor waives
all claims, damages and demands it may acquire against the Co-Agents or any
other Secured Party arising out of the repossession, retention or sale of the
Collateral, other than any such claims, damages and demands that may arise from
the gross negligence or willful misconduct of any of them, and (b) 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. The Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay



                                       14
<PAGE>   15

in full the Senior Secured Notes and, to the extent then due and owing, all
other Secured Obligations, including, without limitation, the reasonable fees
and disbursements of any attorneys employed by the Co-Agents or any other
Secured Party to collect such deficiency, as provided in the Note Purchase
Agreement.

                            SECTION 9. MISCELLANEOUS

         9.1. Limitation on Duties Regarding Preservation of Collateral. The
Co-Agents' sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the Co-Agents
deals with similar property for its own account. Neither the Co-Agents, any
other Secured Party, nor any of their respective directors, officers, employees,
affiliates or dents shall be liable for failure to demand, collect or realize
upon all or any part 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 the Grantor or any other Person.

         9.2. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are powers coupled with an
interest and are irrevocable until the payment in full of the Senior Secured
Notes and, to the extent then due and owing, all other Secured Obligations.

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

         9.4. Section Headings. The Section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

         9.5. No Waiver, Cumulative Remedies. Neither the Co-Agents nor any
other Secured Party nor the Grantor shall by any act (except by a written
instrument pursuant to Section 9.6 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Co-Agents, any other Secured Party or the
Grantor, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Co-Agents, any other
Secured Party or the Grantor of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Co-Agents, such other Secured Party or the Grantor would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights or remedies
provided by law.




                                       15
<PAGE>   16

         9.6. Waivers and Amendments; Successors and Assigns. None of the terms
or provisions of this Agreement may be amended, supplemented, waived or
otherwise modified except by a written instrument executed by the Grantor and
the Co-Agents, provided that, if requested by the Grantor, any provision of this
Agreement for the benefit of the Co-Agents and/or the other Secured Parties may
be waived by the Co-Agents in a written letter or agreement executed by the
Co-Agents or by telex or facsimile transmission from the Co-Agents. This
Agreement shall be binding upon and will inure to the benefit of the Grantor and
its successors and assigns, and the Co-Agents and the other Secured Parties and
their respective successors, indorsees, transferees and assigns, except that
(other than in accordance with Section 8.5 of the Note Purchase Agreement) the
Grantor shall not assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Co-Agents.

         9.7. Notices. All notices, requests and demands to or upon the
respective parties hereto shall be made in accordance with Article 15 of the
Note Purchase Agreement. The Co-Agents, the Secured Parties and the Grantor may
change their respective addresses and transmission numbers for notices by notice
in the manner provided in such Article 15.

         9.8. Authority of Co-Agents. The Grantor acknowledges that the rights
and responsibilities of the Co-Agents under this Agreement with respect to any
action taken by the Co-Agents or the exercise or non-exercise by the Co-Agents
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
Co-Agents and the other Secured Parties, be governed by the Note Purchase
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Co-Agents and the Grantor, the
Co-Agents shall be conclusively presumed to be acting as agent for the Secured
Parties with full and valid authority so to act or refrain from acting, and the
Grantor shall not be under any obligation to make any inquiry respecting such
authority.

         9.9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

         9.10. Release of Collateral and Termination.

                  (a) This Agreement shall remain in full force and effect and
be binding in accordance with and to the extent of its terms and the security
interest created by this Agreement shall not be released until the payment in
full of the Senior Secured Notes and the other Secured Obligations then due and
owing shall have occurred, at which time the Collateral shall be released from
the Liens created hereby, and this Agreement and all obligations (other than
those expressly stated to survive such termination) of the Co-Agents and the
Grantor hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Grantor, provided that if any payment, or any part thereof, of any
of the Secured Obligations is rescinded or must otherwise be restored or
returned by the Co-Agents or any other Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Grantor or any
other Loan Party, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or a trustee or similar officer for, the



                                       16
<PAGE>   17

Grantor or any other Loan Party or any substantial part of its property, or
otherwise, this Agreement, all rights hereunder and the Liens created hereby
shall continue to be effective, or be reinstated, as though such payments had
not been made. Upon request of the Grantor following any such termination, the
Co-Agents shall reassign (at the sole cost and expense of the Grantor) to the
Grantor any Collateral held by the Co-Agents hereunder, and execute and deliver
(at the sole cost and expense of the Grantor) to the Grantor such documents as
the Grantor shall reasonably request to evidence such termination and
reassignment.

                  (b) If any of the Collateral shall be sold, transferred or
otherwise disposed of by the Grantor in a transaction permitted by the Note
Purchase Agreement, then the Co-Agents shall execute and deliver to the Grantor
(at the sole cost and expense of the Grantor) all releases or other documents
reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral.

         9.11. Incorporation of Provisions of Guarantee and Collateral
Agreement. The Grantor hereby acknowledges and affirms that the rights and
remedies of the Co-Agents with respect to the security interest in the
Collateral made and granted hereby are more fully set forth in the Guarantee and
Collateral Agreement, the terms, conditions and other provisions of which, in so
far as they relate to the Collateral, such security interest and such rights and
remedies, are incorporated by reference herein as if fully set forth herein.
Nothing in this Agreement shall defer or impair the attachment or perfection of
any security interest in any collateral described in the Guarantee and
Collateral Agreement which would attach or be perfected pursuant to the terms of
the Guarantee and Collateral Agreement without action by the Grantor or any
other Person.

         9.12. Interpretation. In the event of a conflict between any term of
this Agreement and the terms of the Note Purchase Agreement, the terms of the
Note Purchase Agreement shall control.

         9.13. Integration. This Agreement and the other Note Documents
represent the entire agreement of the Grantor and the Co-Agents with respect to
the subject matter hereof and there are no promises or representations by the
Grantor, the Co-Agents or any other Secured Party relative to the subject matter
hereof not reflected or referred to herein or therein.

         9.14. Submission To Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Note Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any, objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient forum and agrees not to plead or
claim the same;



                                       17
<PAGE>   18

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Grantor or the applicable Secured Party, as the case may be, at the address
referred to in Section 9.7 or at such other address of which the Co-Agents and
the Grantor shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this Section 9.14 any punitive damages.

         9.15. Intercreditor Agreement. The security interest and Liens granted
hereunder and the rights and remedies of the Co-Agents and the other Secured
Parties hereunder are subject to the terms of the Intercreditor Agreement. In
the event of any conflict between the terms and provisions of this Agreement and
the Intercreditor Agreement, the terms and provisions of the Intercreditor
Agreement shall govern and control.

         9.16. Counterparts. This Agreement may be executed and acknowledged by
one or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

         9.17. WAIVER OF JURY TRIAL. THE GRANTOR AND THE CO-AGENTS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  [Remainder of Page Intentionally Left Blank]















                                       18
<PAGE>   19


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


                                          TELEX COMMUNICATIONS


                                          By: /s/ Richard J. Pearson
                                             -----------------------------------
                                              Richard J. Pearson
                                              Vice President and Chief Financial
                                              Officer



STATE OF NEW YORK         )
                          )  ss.:
COUNTY OF NEW YORK        )



         On the _______ day of __________, 2001, before me personally came
___________________ to me known, who, being by me duly sworn, did depose and say
he resides at ____________________________________ and that he is the
___________________ of Telex Communications, Inc., the corporation described in
and which executed the above instrument; that he has been authorized to execute
said instrument on behalf of said corporation; and that he signed said
instrument on behalf of said corporation pursuant to said authority.


                                          ______________________________________
                                                 Notary Public


[Notarial Seal]


<PAGE>   20



Acknowledged and agreed as of
the date hereof by:

TCI INVESTMENTS LLC
By:  Greenwich Street Capital Partners II, L.P.,
its sole member

By: /s/ Keith Abell
   ----------------------------------------
Name: Keith Abell
Title: Partner

GOLDENTREE HIGH YIELD OPPORTUNITIES I, L.P.


By: /s/ Frederick Haddad
   ---------------------------------------
Name: Frederick Haddad
Title: Partner

















                                       20