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                                                                    EXHIBIT 10.2

                                PLEDGE AGREEMENT

                  PLEDGE AGREEMENT (as amended, modified or supplemented from
time to time, this "Agreement"), dated as of March 6, 2002, as amended and
restated as of May 27, 2003, made by each of the undersigned pledgors (each a
"Pledgor" and, together with any other entity that becomes a pledgor hereunder
pursuant to Section 25 hereof, the "Pledgors") to BANK OF AMERICA, N.A., as
Collateral Agent together with any successor Collateral Agent (the "Pledgee"),
for the benefit of the Secured Creditors (as defined below). Except as otherwise
defined herein, capitalized terms used herein and defined in the Credit
Agreement (as defined below) shall be used herein as therein defined.

                              W I T N E S S E T H:

                  WHEREAS, infoUSA Inc. (the "Borrower"), the lenders from time
to time party thereto (the "Lenders"), and Bank of America, N.A., as
Administrative Agent (together with any successor Administrative Agent, the
"Administrative Agent"), have entered into a Credit Agreement, dated as of March
6, 2002, as amended and restated as of May 27, 2003 (as amended, modified or
supplemented from time to time, the "Credit Agreement"), providing for the
making of Loans to, and the issuance of Letters of Credit for the account of,
the Borrower as contemplated therein (the Lenders, the Administrative Agent, the
Issuing Lender and the Pledgee are herein called the "Lender Creditors");

                  WHEREAS, the Borrower may at any time and from time to time
enter into one or more Interest Rate Protection Agreements or Other Hedging
Agreements with one or more Lenders or any affiliate thereof (each such Lender
or affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender's or
affiliate's successors and assigns, if any, collectively, the "Other Creditors,"
and together with the Lender Creditors, the "Secured Creditors");

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

                  WHEREAS, it is a condition to the making of Loans to, and the
issuance of Letters of Credit for the account of, the Borrower under the Credit
Agreement that each Pledgor shall have executed and delivered to the Pledgee
this Agreement; and

                  WHEREAS, each Pledgor desires to enter into this Agreement in
order to satisfy the condition described in the preceding paragraph;

                  NOW, THEREFORE, in consideration of the foregoing and other
benefits accruing to each Pledgor, the receipt and sufficiency of which are
hereby acknowledged, each Pledgor hereby makes the following representations and
warranties to the Pledgee for the benefit of the

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Secured Creditors and hereby covenants and agrees with the Pledgee for the
benefit of the Secured Creditors as follows:

                  1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure:

                  (i)      the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations and
         indebtedness (including, without limitation, indemnities, Fees and
         interest thereon) of such Pledgor to the Lender Creditors, whether now
         existing or hereafter incurred under, arising out of, or in connection
         with the Credit Agreement and the other Credit Documents to which such
         Pledgor is a party (including, in the case of each Pledgor which is a
         Subsidiary Guarantor, all such obligations and indebtedness of such
         Pledgor under the Subsidiaries Guaranty) and the due performance and
         compliance by such Pledgor with all of the terms, conditions and
         agreements contained in the Credit Agreement and in such other Credit
         Documents (all such obligations and liabilities under this clause (i),
         except to the extent consisting of obligations or indebtedness with
         respect to Interest Rate Protection Agreements or Other Hedging
         Agreements, being herein collectively called the "Credit Document
         Obligations");

                  (ii)     the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations and
         liabilities owing by such Pledgor to the Other Creditors under, or with
         respect to (including, in the case of each Pledgor which is a
         Subsidiary Guarantor, by reason of the Subsidiaries Guaranty), any
         Interest Rate Protection Agreement or Other Hedging Agreement, whether
         such Interest Rate Protection Agreement or Other Hedging Agreement is
         now in existence or hereafter arising, and the due performance and
         compliance by such Pledgor with all of the terms, conditions and
         agreements contained therein (all such obligations and liabilities
         described in this clause (ii) being herein collectively called the
         "Other Obligations");

                  (iii)    any and all sums advanced by the Pledgee in order to
         preserve the Collateral (as hereinafter defined) or preserve its
         security interest in the Collateral;

                  (iv)     in the event of any proceeding for the collection or
         enforcement of any indebtedness, obligations or liabilities of such
         Pledgor referred to in clauses (i) and (ii) above, after an Event of
         Default (which term to mean and include any Event of Default under, and
         as defined in, the Credit Agreement or any payment default by the
         Borrower under any Interest Rate Protection Agreement or Other Hedging
         Agreement and shall, in any event, include, without limitation, any
         payment default on any of the Obligations (as hereinafter defined))
         shall have occurred and be continuing, the reasonable expenses of
         retaking, holding, preparing for sale or lease, selling or otherwise
         disposing of or realizing on the Collateral, or of any exercise by the
         Pledgee of its rights hereunder, together with reasonable attorneys'
         fees and court costs; and

                  (v)      all amounts paid by any Secured Creditor as to which
         such Secured Creditor has the right to reimbursement under Section 11
         of this Agreement;

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all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) of this Section 1 being herein collectively called the
"Obligations," it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.

                  2. DEFINITIONS.

                  (a) Unless otherwise defined herein, all capitalized terms
used herein and defined in the Credit Agreement shall be used herein as therein
defined. Reference to singular terms shall include the plural and vice versa.

                  (b) The following capitalized terms used herein shall have the
definitions specified below:

                  "Administrative Agent" has the meaning set forth in the
Recitals hereto.

                  "Adverse Claim" has the meaning given such term in Section
8-102(a)(1) of the UCC.

                  "Agreement" has the meaning set forth in the first paragraph
hereof.

                  "Certificated Security" has the meaning given such term in
Section 8-102(a)(4) of the UCC.

                  "Class" has the meaning set forth in Section 22 hereof.

                  "Clearing Corporation" has the meaning given such term in
Section 8-102(a)(5) of the UCC.

                  "Collateral" has the meaning set forth in Section 3.1 hereof.

                  "Collateral Accounts" means any and all accounts established
and maintained by the Pledgee in the name of any Pledgor to which Collateral may
be credited.

                  "Credit Agreement" has the meaning set forth in the Recitals
hereto.

                  "Credit Document Obligations" has the meaning set forth in
Section 1 hereof.

                  "Domestic Corporation" has the meaning set forth in the
definition of "Stock."

                  "Event of Default" has the meaning set forth in Section 1
hereof.

                  "Financial Asset" has the meaning given such term in Section
8-102(a)(9) of the UCC.

                  "Foreign Corporation" has the meaning set forth in the
definition of "Stock."

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                  "Indemnitees" has the meaning set forth in Section 11 hereof.

                  "Instrument" has the meaning given such term in Section
9-102(a)(47) of the UCC.

                  "Investment Property" has the meaning given such term in
Section 9-102(a)(49) of the UCC.

                  "Lender Creditors" has the meaning set forth in the Recitals
hereto.

                  "Lenders" has the meaning set forth in the Recitals hereto.

                  "Limited Liability Company Assets" means all assets, whether
tangible or intangible and whether real, personal or mixed (including, without
limitation, all limited liability company capital and interest in other limited
liability companies), at any time owned or represented by any Limited Liability
Company Interest.

                  "Limited Liability Company Interests" means the entire limited
liability company membership interest at any time owned by any Pledgor in any
limited liability company.

                  "Non-Voting Stock" means all capital stock which is not Voting
Stock.

                  "Notes" means all promissory notes from time to time issued
to, or held by, each Pledgor (including each Intercompany Note).

                  "Obligations" has the meaning set forth in Section 1 hereof.

                  "Other Creditors" has the meaning set forth in the Recitals
hereto.

                  "Other Obligations" has the meaning set forth in Section 1
hereof.

                  "Partnership Assets" means all assets, whether tangible or
intangible and whether real, personal or mixed (including, without limitation,
all partnership capital and interest in other partnerships), at any time owned
or represented by any Partnership Interest.

                  "Partnership Interest" means the entire general partnership
interest or limited partnership interest at any time owned by any Pledgor in any
general partnership or limited partnership.

                  "Pledged Notes" has the meaning set forth in Section 3.5
hereof.

                  "Pledgee" has the meaning set forth in the first paragraph
hereof.

                  "Pledgor" has the meaning set forth in the first paragraph
hereof.

                  "Proceeds" has the meaning given such term in Section
9-102(a)(64) of the UCC.

                  "Required Lenders" has the meaning given such term in the
Credit Agreement.

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                  "Requisite Creditors" has the meaning set forth in Section 22
hereof.

                  "Secured Creditors" has the meaning set forth in the Recitals
hereto.

                  "Secured Debt Agreements" has the meaning set forth in Section
5 hereof.

                  "Securities Account" has the meaning given such term in
Section 8-501(a) of the UCC.

                  "Securities Act" means the Securities Act of 1933, as amended,
as in effect from time to time.

                  "Security" and "Securities" has the meaning given such term in
Section 8-102(a)(15) of the UCC and shall in any event also include all Stock
and all Notes.

                  "Security Entitlement" has the meaning given such term in
Section 8-102(a)(17) of the UCC.

                  "Stock" means (x) with respect to corporations incorporated
under the laws of the United States or any State or territory thereof (each a
"Domestic Corporation"), all of the issued and outstanding shares of capital
stock of any corporation at any time owned by any Pledgor of any Domestic
Corporation and (y) with respect to corporations not Domestic Corporations (each
a "Foreign Corporation"), all of the issued and outstanding shares of capital
stock at any time owned by any Pledgor of any Foreign Corporation.

                  "Termination Date" has the meaning set forth in Section 20
hereof.

                  "UCC" means the Uniform Commercial Code as in effect in the
State of Illinois from time to time; provided that all references herein to
specific sections or subsections of the UCC are references to such sections or
subsections, as the case may be, of the Uniform Commercial Code as in effect in
the State of Illinois on the date hereof.

                  "Uncertificated Security" has the meaning given such term in
Section 8-102(a)(18) of the UCC.

                  "Voting Stock" means all classes of capital stock of any
Foreign Corporation entitled to vote.

                  3. PLEDGE OF SECURITIES, ETC.

                  3.1 Pledge. To secure the Obligations now or hereafter owed or
to be performed by such Pledgor, each Pledgor does hereby grant, pledge and
assign to the Pledgee for the benefit of the Secured Creditors, and does hereby
create a continuing security interest in favor of the Pledgee for the benefit of
the Secured Creditors in, all of the right, title and interest in and to the
following, whether now existing or hereafter from time to time acquired
(collectively, the "Collateral"):

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                  (a) each of the Collateral Accounts, including any and all
assets of whatever type or kind deposited by such Pledgor in such Collateral
Account, whether now owned or hereafter acquired, existing or arising,
including, without limitation, all Financial Assets, Investment Property,
moneys, checks, drafts, Instruments, Securities or interests therein of any type
or nature deposited or required by the Credit Agreement or any other Secured
Debt Agreement to be deposited in such Collateral Account, and all investments
and all certificates and other Instruments (including depository receipts, if
any) from time to time representing or evidencing the same, and all dividends,
interest, distributions, cash and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the foregoing;

                  (b) all Securities owned by such Pledgor from time to time and
all options or warrants owned by such Pledgor from time to time to purchase
Securities;

                  (c) all Limited Liability Company Interests owned by such
Pledgor from time to time and all of its right, title and interest in each
limited liability company to which each such interest relates, whether now
existing or hereafter acquired, including, without limitation:

                           (A) all the capital thereof and its interest in all
                  profits, losses, Limited Liability Company Assets and other
                  distributions to which such Pledgor shall at any time be
                  entitled in respect of such Limited Liability Company
                  Interests;

                           (B) all other payments due or to become due to such
                  Pledgor in respect of Limited Liability Company Interests,
                  whether under any limited liability company agreement or
                  otherwise, whether as contractual obligations, damages,
                  insurance proceeds or otherwise;

                           (C) all of its claims, rights, powers, privileges,
                  authority, options, security interests, liens and remedies, if
                  any, under any limited liability company agreement or
                  operating agreement, or at law or otherwise in respect of such
                  Limited Liability Company Interests;

                           (D) all present and future claims, if any, of such
                  Pledgor against any such limited liability company for moneys
                  loaned or advanced, for services rendered or otherwise;

                           (E) all of such Pledgor's rights under any limited
                  liability company agreement or operating agreement or at law
                  to exercise and enforce every right, power, remedy, authority,
                  option and privilege of such Pledgor relating to such Limited
                  Liability Company Interests, including any power to terminate,
                  cancel or modify any limited liability company agreement or
                  operating agreement, to execute any instruments and to take
                  any and all other action on behalf of and in the name of any
                  of such Pledgor in respect of such Limited Liability Company
                  Interests and any such limited liability company, to make
                  determinations, to exercise any election (including, but not
                  limited to, election of remedies) or option or to give or
                  receive any notice, consent, amendment, waiver or approval,
                  together with full

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                  power and authority to demand, receive, enforce, collect or
                  receipt for any of the foregoing or for any Limited Liability
                  Company Asset, to enforce or execute any checks, or other
                  instruments or orders, to file any claims and to take any
                  action in connection with any of the foregoing; and

                           (F) all other property hereafter delivered in
                  substitution for or in addition to any of the foregoing, all
                  certificates and instruments representing or evidencing such
                  other property and all cash, securities, interest, dividends,
                  rights and other property at any time and from time to time
                  received, receivable or otherwise distributed in respect of or
                  in exchange for any or all thereof;

                  (d) all Partnership Interests owned by such Pledgor from time
to time and all of its right, title and interest in each partnership to which
each such interest relates, whether now existing or hereafter acquired,
including, without limitation:

                           (A) all the capital thereof and its interest in all
                  profits, losses, Partnership Assets and other distributions to
                  which such Pledgor shall at any time be entitled in respect of
                  such Partnership Interests;

                           (B) all other payments due or to become due to such
                  Pledgor in respect of Partnership Interests, whether under any
                  partnership agreement or otherwise, whether as contractual
                  obligations, damages, insurance proceeds or otherwise;

                           (C) all of its claims, rights, powers, privileges,
                  authority, options, security interests, liens and remedies, if
                  any, under any partnership agreement or operating agreement,
                  or at law or otherwise in respect of such Partnership
                  Interests;

                           (D) all present and future claims, if any, of such
                  Pledgor against any such partnership for moneys loaned or
                  advanced, for services rendered or otherwise;

                           (E) all of such Pledgor's rights under any
                  partnership agreement or operating agreement or at law to
                  exercise and enforce every right, power, remedy, authority,
                  option and privilege of such Pledgor relating to such
                  Partnership Interests, including any power to terminate,
                  cancel or modify any partnership agreement or operating
                  agreement, to execute any instruments and to take any and all
                  other action on behalf of and in the name of any of such
                  Pledgor in respect of such Partnership Interests and any such
                  partnership, to make determinations, to exercise any election
                  (including, but not limited to, election of remedies) or
                  option or to give or receive any notice, consent, amendment,
                  waiver or approval, together with full power and authority to
                  demand, receive, enforce, collect or receipt for any of the
                  foregoing or for any Partnership Asset, to enforce or execute
                  any checks, or other instruments or orders, to file any claims
                  and to take any action in connection with any of the foregoing
                  and

                           (F) all other property hereafter delivered in
                  substitution for or in addition to any of the foregoing, all
                  certificates and instruments representing or evidencing

                                      -7-

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                  such other property and all cash, securities, interest,
                  dividends, rights and other property at any time and from time
                  to time received, receivable or otherwise distributed in
                  respect of or in exchange for any or all thereof;

                  (e) all Security Entitlements owned by such Pledgor from time
to time in any and all of the foregoing;

                  (f) all Financial Assets and Investment Property owned by such
Pledgor from time to time; and

                  (g) all Proceeds of any and all of the foregoing.

                  Notwithstanding anything to the contrary contained in this
Section 3.1, (x) except as otherwise provided in Section 9.13 of the Credit
Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic
Subsidiary of the Borrower) shall be required at any time to pledge hereunder
more than 65% of the Voting Stock of any Foreign Corporation, and (y) each
Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at
any time and from time to time acquired by such Pledgor of any Foreign
Corporation.

                  3.2 Procedures.

                  (a) To the extent that any Pledgor at any time or from time to
time owns, acquires or obtains any right, title or interest in any Collateral,
such Collateral shall automatically (and without the taking of any action by the
respective Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in
addition thereto, such Pledgor shall (to the extent provided below) take the
following actions as set forth below (as promptly as practicable and, in any
event, within 10 days after it obtains such Collateral) for the benefit of the
Pledgee and the Secured Creditors:

                  (i)      with respect to a Certificated Security (other than a
         Certificated Security credited on the books of a Clearing Corporation),
         the respective Pledgor shall deliver such Certificated Security to the
         Pledgee, indorsed to the Pledgee or indorsed in blank;

                  (ii)     with respect to an Uncertificated Security (other
         than an Uncertificated Security credited on the books of a Clearing
         Corporation), the respective Pledgor shall cause the issuer of such
         Uncertificated Security (or, in the case of an issuer that is not a
         Subsidiary of such Pledgor, will use its best efforts to cause such
         issuer) to duly authorize and execute, and deliver to the Pledgee, an
         agreement for the benefit of the Pledgee and the Secured Creditors
         substantially in the form of Annex G hereto (appropriately completed to
         the reasonable satisfaction of the Pledgee and with such modifications,
         if any, as shall be reasonably satisfactory to the Pledgee) pursuant to
         which such issuer agrees to comply with any and all instructions
         originated by the Pledgee without further consent by the registered
         owner and not to comply with instructions regarding such Uncertificated
         Security (and any Partnership Interests and Limited Liability Company
         Interests issued by such issuer) originated by any other Person other
         than a court of competent jurisdiction;

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<PAGE>

                  (iii)    with respect to a Certificated Security,
         Uncertificated Security, Partnership Interest or Limited Liability
         Company Interest credited on the books of a Clearing Corporation
         (including a Federal Reserve Bank, Participants Trust Company or The
         Depository Trust Company), the respective Pledgor shall promptly notify
         the Pledgee thereof and shall promptly take all actions required (i) to
         comply with the applicable rules of such Clearing Corporation and (ii)
         to perfect the security interest of the Pledgee under applicable law
         (including, in any event, under Sections 9-106(a) and (b), 9-312(a),
         9-314(c) and 8-106 (d) of the UCC). The Pledgor further agrees to take
         such actions as the Pledgee deems reasonably necessary or desirable to
         effect the foregoing;

                  (iv)     with respect to a Partnership Interest or a Limited
         Liability Company Interest (other than (x) a Partnership Interest or
         Limited Liability Interest credited on the books of a Clearing
         Corporation or (y) a Limited Liability Company Interest of an Inactive
         Subsidiary to the extent that same remains an "Inactive Subsidiary"),
         (1) if such Partnership Interest or Limited Liability Company Interest
         is represented by a certificate, the procedure set forth in Section
         3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited
         Liability Company Interest is not represented by a certificate, the
         procedure set forth in Section 3.2(a)(ii) hereof;

                  (v)      with respect to any Note, delivery of such Note to
         the Pledgee, indorsed to the Pledgee or indorsed in blank;

                  (vi)     with respect to cash, (i) establishment by the
         Pledgee of a cash account in the name of such Pledgor over which the
         Pledgee shall have exclusive and absolute control and dominion (and no
         withdrawals or transfers may be made therefrom by any Person except
         with the prior written consent of the Pledgee) and (ii) deposit of such
         cash in such cash account;

                  (vii)    with respect to Collateral Accounts, the respective
         Pledgor shall cause each securities intermediary or deposit account
         bank to duly execute and deliver to the Pledgee an agreement for the
         benefit of the Pledgee and the Secured Creditors, substantially in the
         form of Annex H or I, as applicable (appropriately completed to the
         reasonable satisfaction of the Pledgee and with such modifications, if
         any, as shall be reasonably satisfactory to the Pledgee).

                  (b) In addition to the actions required to be taken pursuant
to proceeding Section 3.2(a) hereof, each Pledgor shall take the following
additional actions with respect to the Securities and Collateral :

                  (i) with respect to all Collateral of such Pledgor whereby or
         with respect to which the Pledgee may obtain "control" thereof within
         the meaning of Section 8-106 of the UCC (or under any provision of the
         UCC as same may be amended or supplemented from time to time, or under
         the laws of any relevant State other than the State of Illinois), the
         respective Pledgor shall take all actions as may be reasonably
         requested from time to time by the Pledgee so that "control" of such
         Collateral is obtained and at all times held by the Pledgee; and

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                  (ii) each Pledgor shall from time to time cause appropriate
         financing statements (on Form UCC-1 or other appropriate form) under
         the Uniform Commercial Code as in effect in the various relevant
         States, on form covering all Collateral hereunder (with the form of
         such financing statements to be satisfactory to the Pledgee), to be
         filed in the relevant filing offices so that at all times the Pledgee
         has a security interest in all Investment Property and other Collateral
         which is perfected by the filing of such financing statements (in each
         case to the maximum extent perfection by filing may be obtained under
         the laws of the relevant States, including, without limitation, Section
         9-312(a) of the UCC).

                  3.3 Subsequently Acquired Collateral. If any Pledgor shall
acquire (by purchase, stock dividend or otherwise) any additional Collateral at
any time or from time to time after the date hereof, such Collateral shall
automatically (and without any further action being required to be taken) be
subject to the pledge and security interests created pursuant to Section 3.1
hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to
be taken) all action with respect to such Collateral in accordance with the
procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver
to the Pledgee (i) a certificate executed by a principal executive officer of
such Pledgor describing such Collateral and certifying that the same has been
duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors)
hereunder and (ii) supplements to Annexes A through F hereto as are reasonably
necessary to cause such annexes to be complete and accurate at such time.
Without limiting the foregoing, each Pledgor shall be required to pledge
hereunder any shares of stock at any time and from time to time after the date
hereof acquired by such Pledgor of any Foreign Corporation, provided that (x)
except as provided in Section 9.13 of the Credit Agreement, no Pledgor (to the
extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall
be required at any time to pledge hereunder more than 65% of the Voting Stock of
any Foreign Corporation and (y) each Pledgor shall be required to pledge
hereunder 100% of any Non-Voting Stock at any time and from time to time
acquired by such Pledgor of any Foreign Corporation.

                  3.4 Transfer Taxes. Each pledge of Collateral under Section
3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps
required in connection with the pledge of such Collateral.

                  3.5 Definition of Pledged Notes. All Notes at any time pledged
or required to be pledged hereunder are hereinafter called the "Pledged Notes".

                  3.6 Certain Representations and Warranties Regarding the
Collateral. Each Pledgor represents and warrants that on the date hereof (i)
each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in
Annex A hereto; (ii) the Stock (and any warrants or options to purchase Stock)
held by such Pledgor consists of the number and type of shares of the stock (or
warrants or options to purchase any stock) of the corporations as described in
Annex B hereto; (iii) such Stock constitutes that percentage of the issued and
outstanding capital stock of the issuing corporation as is set forth in Annex B
hereto; (iv) the Notes held by such Pledgor consist of the promissory notes
described in Annex C hereto where such Pledgor is listed as the lender; (v) the
Limited Liability Company Interests held by such Pledgor consist of the number
and type of interests of the Persons described in Annex D hereto; (vi) each such
Limited Liability

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Company Interest constitutes that percentage of the issued and outstanding
equity interest of the issuing Person as set forth in Annex D hereto; (vii) the
Partnership Interests held by such Pledgor consist of the number and type of
interests of the Persons described in Annex E hereto; (viii) each such
Partnership Interest constitutes that percentage or portion of the entire
partnership interest of the Partnership as set forth in Annex E hereto; (ix) the
Pledgor has complied with the respective procedure set forth in Section 3.2(a)
hereof with respect to each item of Collateral described in Annexes A through E
hereto; and (x) on the date hereof, such Pledgor owns no other Securities,
Limited Liability Company Interests or Partnership Interests.

                  4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. If and to the
extent necessary to enable the Pledgee to perfect its security interest in any
of the Collateral or to exercise any of its remedies hereunder, the Pledgee
shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Collateral, which may be held (in the
discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee or nominees of the
Pledgee or a sub-agent appointed by the Pledgee.

                  5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default, each Pledgor
shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Collateral owned by it, and to give consents, waivers or
ratifications in respect thereof; provided, that, in each case, no vote shall be
cast or any consent, waiver or ratification given or any action taken or omitted
to be taken which would violate or be inconsistent with any of the terms of this
Agreement, the Credit Agreement, any other Credit Document or any Interest Rate
Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt
Agreements"), or which would have the effect of impairing the value of the
Collateral or any part thereof or the position or interests of the Pledgee or
any other Secured Creditor in the Collateral. All such rights of each Pledgor to
vote and to give consents, waivers and ratifications shall cease in case an
Event of Default has occurred and is continuing, and Section 7 hereof shall
become applicable.

                  6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there
shall have occurred and be continuing an Event of Default, all cash dividends,
cash distributions, cash Proceeds and other cash amounts payable in respect of
the Collateral shall be paid to the respective Pledgor. The Pledgee shall be
entitled to receive directly, and to retain as part of the Collateral:

                  (i)      all other or additional stock, notes, limited
         liability company interests, partnership interests, instruments or
         other securities or property (including, but not limited to, cash
         dividends other than as set forth above) paid or distributed by way of
         dividend or otherwise in respect of the Collateral;

                  (ii)     all other or additional stock, notes, limited
         liability company interests, partnership interests, instruments or
         other securities or property (including, but not limited to, cash) paid
         or distributed in respect of the Collateral by way of stock-split,
         spin-off, split-up, reclassification, combination of shares or similar
         rearrangement; and

                                      -11-

<PAGE>

                  (iii)    all other or additional stock, notes, limited
         liability company interests, partnership interests, instruments or
         other securities or property (including, but not limited to, cash)
         which may be paid in respect of the Collateral by reason of any
         consolidation, merger, exchange of stock, conveyance of assets,
         liquidation or similar corporate reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive proceeds of the Collateral in any form in accordance
with Section 3 of this Agreement. All dividends, distributions or other payments
which are received by any Pledgor contrary to the provisions of this Section 6
and Section 7 hereof shall be received in trust for the benefit of the Pledgee,
shall be segregated from other property or funds of such Pledgor and shall be
forthwith paid over to the Pledgee as Collateral in the same form as so received
(with any necessary endorsement).

                  7. REMEDIES IN CASE OF DEFAULT OR EVENT OF DEFAULT. If there
shall have occurred and be continuing an Event of Default, then and in every
such case, the Pledgee shall be entitled to exercise all of the rights, powers
and remedies (whether vested in it by this Agreement, any other Secured Debt
Agreement or by law) for the protection and enforcement of its rights in respect
of the Collateral, and the Pledgee shall be entitled to exercise all the rights
and remedies of a secured party under the Uniform Commercial Code as in effect
in any relevant jurisdiction and also shall be entitled, without limitation, to
exercise the following rights, which each Pledgor hereby agrees to be
commercially reasonable:

                  (i)      to receive all amounts payable in respect of the
         Collateral otherwise payable under Section 6 hereof to the respective
         Pledgor;

                  (ii)     to transfer all or any part of the Collateral into
         the Pledgee's name or the name of its nominee or nominees;

                  (iii)    to accelerate any Pledged Note which may be
         accelerated in accordance with its terms, and take any other lawful
         action to collect upon any Pledged Note (including, without limitation,
         to make any demand for payment thereon);

                  (iv)     to vote all or any part of the Collateral (whether or
         not transferred into the name of the Pledgee) and give all consents,
         waivers and ratifications in respect of the Collateral and otherwise
         act with respect thereto as though it were the outright owner thereof
         (each Pledgor hereby irrevocably constituting and appointing the
         Pledgee the proxy and attorney-in-fact of such Pledgor, with full power
         of substitution to do so);

                  (v)      at any time and from time to time to sell, assign and
         deliver, or grant options to purchase, all or any part of the
         Collateral, or any interest therein, at any public or private sale,
         without demand of performance, advertisement or notice of intention to
         sell or of the time or place of sale or adjournment thereof or to
         redeem or otherwise (all of which are hereby waived by each Pledgor),
         for cash, on credit or for other property, for immediate or future
         delivery without any assumption of credit risk, and for such price or
         prices and on such terms as the Pledgee in its absolute discretion may
         determine,

                                      -12-

<PAGE>

         provided that at least 10 days' written notice of the time and place of
         any such sale shall be given to the respective Pledgor. The Pledgee
         shall not be obligated to make any such sale of Collateral regardless
         of whether any such notice of sale has theretofore been given. Each
         Pledgor hereby waives and releases to the fullest extent permitted by
         law any right or equity of redemption with respect to the Collateral,
         whether before or after sale hereunder, and all rights, if any, of
         marshalling the Collateral and any other security for the Obligations
         or otherwise. At any such sale, unless prohibited by applicable law,
         the Pledgee on behalf of the Secured Creditors may bid for and purchase
         all or any part of the Collateral so sold free from any such right or
         equity of redemption. Neither the Pledgee nor any other Secured
         Creditor shall be liable for failure to collect or realize upon any or
         all of the Collateral or for any delay in so doing nor shall any of
         them be under any obligation to take any action whatsoever with regard
         thereto; and

                  (vi)     to set-off any and all Collateral against any and all
         Obligations, and to withdraw any and all cash or other Collateral from
         any and all Collateral Accounts and to apply such cash and other
         Collateral to the payment of any and all Obligations.

The Pledgee shall not exercise any rights under Section 3 of any Securities
Account Control Agreement, executed and delivered pursuant to Section
3.2(a)(vii) of this Agreement, or under Section 2 of any Deposit Account Control
Agreement, executed and delivered pursuant to Section 3.2(a)(vii) of this
Agreement, unless an Event of Default shall exist.

                  8. REMEDIES, CUMULATIVE, ETC. Each and every right, power and
remedy of the Pledgee provided for in this Agreement or in any other Secured
Debt Agreement, or now or hereafter existing at law or in equity or by statute
shall be cumulative and concurrent and shall be in addition to every other such
right, power or remedy. The exercise or beginning of the exercise by the Pledgee
or any other Secured Creditor of any one or more of the rights, powers or
remedies provided for in this Agreement or any other Secured Debt Agreement or
now or hereafter existing at law or in equity or by statute or otherwise shall
not preclude the simultaneous or later exercise by the Pledgee or any other
Secured Creditor of all such other rights, powers or remedies, and no failure or
delay on the part of the Pledgee or any other Secured Creditor to exercise any
such right, power or remedy shall operate as a waiver thereof. No notice to or
demand on any Pledgor in any case shall entitle it to any other or further
notice or demand in similar or other circumstances or constitute a waiver of any
of the rights of the Pledgee or any other Secured Creditor to any other or
further action in any circumstances without notice or demand. The Secured
Creditors agree that this Agreement may be enforced only by the action of the
Pledgee, in each case acting upon the instructions of the Required Lenders (or,
after the date on which all Credit Document Obligations have been paid in full,
the holders of at least the majority of the outstanding Other Obligations) and
that no other Secured Creditor shall have any right individually to seek to
enforce or to enforce this Agreement or to realize upon the security to be
granted hereby, it being understood and agreed that such rights and remedies may
be exercised by the Pledgee for the benefit of the Secured Creditors upon the
terms of this Agreement.

                  9. APPLICATION OF PROCEEDS. All monies collected by the
Pledgee upon any sale or other disposition of the Collateral pursuant to the
terms of this Agreement, together with all other monies received by the Pledgee
hereunder, shall be applied in the manner provided

                                      -13-

<PAGE>

in the Security Agreement. It is understood and agreed that the Pledgors shall
remain jointly and severally liable to the extent of any deficiency between the
amount of the proceeds of the Collateral hereunder and the aggregate amount of
the Obligations.

                  10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.

                  11. INDEMNITY. Each Pledgor jointly and severally agrees (i)
to indemnify and hold harmless the Pledgee in such capacity and each other
Secured Creditor and their respective successors, assigns, employees, agents and
affiliates (individually an "Indemnitee," and collectively the "Indemnitees")
from and against any and all claims, demands, losses, judgments and liabilities
(including liabilities for penalties) of whatsoever kind or nature, and (ii) to
reimburse each Indemnitee for all reasonable costs and expenses, including
reasonable attorneys' fees, in each case growing out of or resulting from this
Agreement or the exercise by any Indemnitee of any right or remedy granted to it
hereunder or under any other Secured Debt Agreement (but excluding any claims,
demands, losses, judgments and liabilities or expenses to the extent incurred by
reason of gross negligence or willful misconduct of such Indemnitee). In no
event shall the Pledgee be liable, in the absence of gross negligence or willful
misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies actually received by it in accordance
with the terms hereof. If and to the extent that the obligations of any Pledgor
under this Section 11 are unenforceable for any reason, such Pledgor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

                  12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.

                  (a) Nothing herein shall be construed to make the Pledgee or
any other Secured Creditor liable as a member of any limited liability company
or as a partner of any partnership and neither the Pledgee nor any other Secured
Creditor by virtue of this Agreement or otherwise (except as referred to in the
following sentence) shall have any of the duties, obligations or liabilities of
a member of any limited liability company or partnership. The parties hereto
expressly agree that, unless the Pledgee shall become the absolute owner of
Collateral consisting of a Limited Liability Company Interest or Partnership
Interest pursuant hereto, this Agreement shall not be construed as creating a
partnership or joint venture among the Pledgee, any other Secured Creditor, any
Pledgor and/or any other Person.

                  (b) Except as provided in the last sentence of paragraph (a)
of this Section 12, the Pledgee, by accepting this Agreement, did not intend to
become a member of any limited liability company or a partner of any partnership
or otherwise be deemed to be a co-venturer with respect to any Pledgor, any
limited liability company, partnership and/or any other Person either before

                                      -14-

<PAGE>

or after an Event of Default shall have occurred. The Pledgee shall have only
those powers set forth herein and the Secured Creditors shall assume none of the
duties, obligations or liabilities of a member of any limited liability company
or as a partner of any partnership or any Pledgor except as provided in the last
sentence of paragraph (a) of this Section 12.

                  (c) The Pledgee and the other Secured Creditors shall not be
obligated to perform or discharge any obligation of any Pledgor as a result of
the pledge hereby effected.

                  (d) The acceptance by the Pledgee of this Agreement, with all
the rights, powers, privileges and authority so created, shall not at any time
or in any event obligate the Pledgee or any other Secured Creditor to appear in
or defend any action or proceeding relating to the Collateral to which it is not
a party, or to take any action hereunder or thereunder, or to expend any money
or incur any expenses or perform or discharge any obligation, duty or liability
under the Collateral.

                  13. FURTHER ASSURANCES; POWER-OF-ATTORNEY.

                  (a) Each Pledgor agrees that it will join with the Pledgee in
executing and, at such Pledgor's own expense, file and refile under the Uniform
Commercial Code or other applicable law such financing statements, continuation
statements and other documents in such offices as the Pledgee may deem
reasonably necessary and wherever required by law in order to perfect and
preserve the Pledgee's security interest in the Collateral and hereby authorizes
the Pledgee to file financing statements and amendments thereto relative to all
or any part of the Collateral without the signature of such Pledgor where
permitted by law, and agrees to do such further acts and things and to execute
and deliver to the Pledgee such additional conveyances, assignments, agreements
and instruments as the Pledgee may reasonably require or deem necessary to carry
into effect the purposes of this Agreement or to further assure and confirm unto
the Pledgee its rights, powers and remedies hereunder.

                  (b) Each Pledgor hereby appoints the Pledgee such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, to act from time to time solely after
the occurrence and during the continuance of an Event of Default in the
Pledgee's reasonable discretion to take any action and to execute any instrument
which the Pledgee may deem reasonably necessary or advisable to accomplish the
purposes of this Agreement.

                  14. THE PLEDGEE AS AGENT. The Pledgee will hold in accordance
with this Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood and agreed by each Secured Creditor that
by accepting the benefits of this Agreement each such Secured Creditor
acknowledges and agrees that the obligations of the Pledgee as holder of the
Collateral and interests therein and with respect to the disposition thereof,
and otherwise under this Agreement, are only those expressly set forth in this
Agreement. The Pledgee shall act hereunder on the terms and conditions set forth
herein and in Section 12 of the Credit Agreement.

                                      -15-

<PAGE>

                  15. TRANSFER BY THE PLEDGORS. No Pledgor will sell or
otherwise dispose of, grant any option with respect to, or mortgage, pledge or
otherwise encumber any of the Collateral or any interest therein (except as may
be permitted in accordance with the terms of the Credit Agreement).

                  16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.

                  (a) Each Pledgor represents, warrants and covenants that:

                  (i)      it is the legal, beneficial and record owner of, and
         has good and marketable title to, all Collateral consisting of one or
         more Securities and that it has sufficient interest in all Collateral
         in which a security interest is purported to be created hereunder for
         such security interest to attach (subject, in each case, to no pledge,
         lien, mortgage, hypothecation, security interest, charge, option,
         Adverse Claim or other encumbrance whatsoever, except the liens and
         security interests created by this Agreement);

                  (ii)     it has full power, authority and legal right to
         pledge all the Collateral pledged by it pursuant to this Agreement;

                  (iii)    this Agreement has been duly authorized, executed and
         delivered by such Pledgor and constitutes a legal, valid and binding
         obligation of such Pledgor enforceable against such Pledgor in
         accordance with its terms, except to the extent that the enforceability
         thereof may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws generally affecting
         creditors' rights and by equitable principles (regardless of whether
         enforcement is sought in equity or at law);

                  (iv)     except to the extent already obtained or made, no
         consent of any other party (including, without limitation, any
         stockholder, partner, member or creditor of such Pledgor or any of its
         Subsidiaries) and no consent, license, permit, approval or
         authorization of, exemption by, notice or report to, or registration,
         filing or declaration with, any governmental authority is required to
         be obtained by such Pledgor in connection with (a) the execution,
         delivery or performance of this Agreement, (b) the validity or
         enforceability of this Agreement, (c) the perfection or enforceability
         of the Pledgee's security interest in the Collateral or (d) except for
         compliance with or as may be required by applicable securities laws,
         the exercise by the Pledgee of any of its rights or remedies provided
         herein;

                  (v)      the execution, delivery and performance of this
         Agreement will not violate any provision of any applicable law or
         regulation or of any order, judgment, writ, award or decree of any
         court, arbitrator or governmental authority, domestic or foreign,
         applicable to such Pledgor, or of the certificate of incorporation,
         operating agreement, limited liability company agreement, partnership
         agreement or by-laws of such Pledgor or of any securities issued by
         such Pledgor or any of its Subsidiaries, or of any mortgage, deed of
         trust, indenture, lease, loan agreement, credit agreement or other
         material contract, agreement or instrument or undertaking to which such
         Pledgor or any of its

                                      -16-

<PAGE>

         Subsidiaries is a party or which purports to be binding upon such
         Pledgor or any of its Subsidiaries or upon any of their respective
         assets and will not result in the creation or imposition of (or the
         obligation to create or impose) any lien or encumbrance on any of the
         assets of such Pledgor or any of its Subsidiaries except as
         contemplated by this Agreement;

                  (vi)     all of the Collateral (consisting of Securities,
         Limited Liability Company Interests or Partnership Interests) has been
         duly and validly issued and acquired, is fully paid and non-assessable
         and is subject to no options to purchase or similar rights;

                  (vii)    each of the Pledged Notes constituting an
         Intercompany Note constitutes, or when executed by the obligor thereof
         will constitute, the legal, valid and binding obligation of such
         obligor, enforceable in accordance with its terms, except to the extent
         that the enforceability thereof may be limited by applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws generally affecting creditors' rights and by equitable principles
         (regardless of whether enforcement is sought in equity or at law); and

                  (viii)   the pledge and collateral assignment to, and
         possession by, the Pledgee of the Collateral consisting of Certificated
         Securities and Pledged Notes pursuant to this Agreement creates a valid
         and perfected first priority security interest in such Certificated
         Securities and Pledged Notes, and the proceeds thereof, subject to no
         prior Lien or encumbrance or to any agreement purporting to grant to
         any third party a Lien or encumbrance on the property or assets of such
         Pledgor which would include the Securities and the Pledgee is entitled
         to all the rights, priorities and benefits afforded by the UCC or other
         relevant law as enacted in any relevant jurisdiction to perfect
         security interests in respect of such Collateral; and

                  (ix)     "control" (as defined in Section 8-106 of the UCC)
         has been obtained by the Pledgee over all Collateral consisting of
         Securities (including Notes which are Securities) with respect to which
         such "control" may be obtained pursuant to Section 8-106 of the UCC.

                  (b) Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to the Securities and the
proceeds thereof against the claims and demands of all persons whomsoever; and
each Pledgor covenants and agrees that it will have like title to and right to
pledge any other property at any time hereafter pledged to the Pledgee as
Collateral hereunder and will likewise defend the right thereto and security
interest therein of the Pledgee and the other Secured Creditors.

                  17. CHIEF EXECUTIVE OFFICE; JURISDICTION OF ORGANIZATION
RECORDS. The full legal name and jurisdiction of organization of Pledgor is as
set forth in Annex F hereto. The chief executive office of each Pledgor is
located at the address specified in Annex F hereto. Each Pledgor will not move
its chief executive office except to such new location as such Pledgor may
establish in accordance with the last sentence of this Section 17. The originals
of all documents in the possession of such Pledgor evidencing all Collateral,

                                      -17-

<PAGE>

including but not limited to all Limited Liability Company Interests and
Partnership Interests, and the only original books of account and records of
such Pledgor relating thereto are, and will continue to be, kept at such chief
executive office as specified in Annex F hereto, or at such new locations as
such Pledgor may establish in accordance with the last sentence of this Section
17. All Limited Liability Company Interests and Partnership Interests are, and
will continue to be, maintained at, and controlled and directed (including,
without limitation, for general accounting purposes) from, such chief executive
office as specified in Annex F hereto, or such new locations as such Pledgor may
establish in accordance with the last sentence of this Section 17. No Pledgor
shall change its chief executive office, name, form of organization from that of
a corporation or jurisdiction of organization until (i) it shall have given to
the Pledgee not less than 30 days' prior written notice of its intention so to
do, clearly describing the proposed changes and providing such other information
in connection therewith as the Pledgee may reasonably request and (ii) with
respect to such changes, it shall have taken all action, satisfactory to the
Pledgee, to maintain the security interest of the Collateral Agent in the
Collateral intended to be granted hereby at all times fully perfected and in
full force and effect. Promptly after establishing a new location for such
offices in accordance with the immediately preceding sentence, the respective
Pledgor shall deliver to the Pledgee a supplement to Annex F hereto so as to
cause such Annex F hereto to be complete and accurate.

                  18. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of
each Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from any Secured Debt Agreement or any other instrument or agreement referred to
therein, or any assignment or transfer of any thereof; (ii) any waiver, consent,
extension, indulgence or other action or inaction under or in respect of any
such agreement or instrument including, without limitation, this Agreement;
(iii) any furnishing of any additional security to the Pledgee or its assignee
or any acceptance thereof or any release of any security by the Pledgee or its
assignee; (iv) any limitation on any party's liability or obligations under any
such instrument or agreement or any invalidity or unenforceability, in whole or
in part, of any such instrument or agreement or any term thereof; or (v) any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to any Pledgor or any Subsidiary
of any Pledgor, or any action taken with respect to this Agreement by any
trustee or receiver, or by any court, in any such proceeding, whether or not
such Pledgor shall have notice or knowledge of any of the foregoing.

                  19. REGISTRATION, ETC.

                  (a) If there shall have occurred and be continuing an Event of
Default then, and in every such case, upon receipt by any Pledgor from the
Pledgee of a written request or requests that such Pledgor cause any
registration, qualification or compliance under any Federal or state securities
law or laws to be effected with respect to all or any part of the Collateral
consisting of Securities, Limited Liability Company Interests or Partnership
Interests, such Pledgor as soon as practicable and at its expense will cause
such registration to be effected (and be kept effective) and will cause such
qualification and compliance to be declared effected (and be kept effective)

                                      -18-

<PAGE>

as may be so requested and as would permit or facilitate the sale and
distribution of such Collateral, including, without limitation, registration
under the Securities Act, as then in effect (or any similar statute then in
effect), appropriate qualifications under applicable blue sky or other state
securities laws and appropriate compliance with any other government
requirements, provided, that the Pledgee shall furnish to such Pledgor such
information regarding the Pledgee as such Pledgor may reasonably request in
writing and as shall be required in connection with any such registration,
qualification or compliance. Such Pledgor will cause the Pledgee to be kept
advised in writing as to the progress of each such registration, qualification
or compliance and as to the completion thereof, will furnish to the Pledgee such
number of prospectuses, offering circulars or other documents incident thereto
as the Pledgee from time to time may reasonably request, and will indemnify the
Pledgee, each other Secured Creditor and all others participating in the
distribution of such Collateral against all claims, losses, damages and
liabilities caused by any untrue statement (or alleged untrue statement) of a
material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state
therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same may have been caused by an
untrue statement or omission based upon information furnished in writing to such
Pledgor by the Pledgee or such other Secured Creditor expressly for use therein.

                  (b) If at any time when the Pledgee shall determine to
exercise its right to sell all or any part of the Collateral consisting of
Securities, Limited Liability Company Interests or Partnership Interests
pursuant to Section 7 hereof, and the Collateral or the part thereof to be sold
shall not, for any reason whatsoever, be effectively registered under the
Securities Act, as then in effect, the Pledgee may, in its sole and absolute
discretion, sell such Collateral, as the case may be, or part thereof by private
sale in such manner and under such circumstances as the Pledgee may deem
necessary or advisable in order that such sale may legally be effected without
such registration. Without limiting the generality of the foregoing, in any such
event the Pledgee, in its sole and absolute discretion (i) may proceed to make
such private sale notwithstanding that a registration statement for the purpose
of registering such Collateral or part thereof shall have been filed under such
Securities Act, (ii) may approach and negotiate with a single possible purchaser
to effect such sale, and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for
investment, and not with a view to the distribution or sale of such Collateral
or part thereof. In the event of any such sale, the Pledgee shall incur no
responsibility or liability for selling all or any part of the Collateral at a
price which the Pledgee, in its sole and absolute discretion, in good faith
deems reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until
after registration as aforesaid.

                  20. TERMINATION; RELEASE.

                  (a) After the Termination Date, this Agreement and the
security interest created hereby shall terminate (provided that all indemnities
set forth herein including, without limitation, in Section 11 hereof shall
survive any such termination), and the Pledgee, at the request and expense of
any Pledgor, will execute and deliver to such Pledgor a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement,
and will duly

                                      -19-

<PAGE>

assign, transfer and deliver to such Pledgor (without recourse and without any
representation or warranty) such of the Collateral as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement, together with
any monies at the time held by the Pledgee or any of its sub-agents hereunder.
As used in this Agreement, "Termination Date" shall mean the date upon which the
Total Commitment and all Interest Rate Protection Agreements and Other Hedging
Agreements have been terminated, no Note under the Credit Agreement is
outstanding (and all Loans have been repaid in full), all Letters of Credit have
been terminated and all Obligations then due and payable have been paid in full.

                  (b) In the event that any part of the Collateral is sold in
connection with a sale permitted by Section 10.02 of the Credit Agreement (other
than a sale to any Pledgor or any Subsidiary thereof) or is otherwise released
at the direction of the Required Lenders (or all Lenders if required by Section
13.12 of the Credit Agreement) and the proceeds of such sale or sales or from
such release are applied in accordance with the provisions of the Credit
Agreement, to the extent required to be so applied, the Pledgee, at the request
and expense of any Pledgor, will duly assign, transfer and deliver to such
Pledgor (without recourse and without any representation or warranty) such of
the Collateral (and releases therefor) as is then being (or has been) so sold or
released and has not theretofore been released pursuant to this Agreement.

                  (c) At any time that a Pledgor desires that the Pledgee
assign, transfer and deliver Collateral (and releases therefor) as provided in
Section 20(a) or (b) hereof, it shall deliver to the Pledgee a certificate
signed by a principal executive officer of such Pledgor stating that the release
of the respective Collateral is permitted pursuant to such Section 20(a) or (b).

                  (d) The Pledgee shall have no liability whatsoever to any
other Secured Creditor as the result of any release of Collateral by it in
accordance with this Section 20.

                  21. NOTICES, ETC. All such notices and communications
hereunder shall be sent or delivered by mail, telegraph, telex, telecopy, cable
or overnight courier service and all such notices and communications shall, when
mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight
courier, be effective when deposited in the mails, delivered to the telegraph
company, cable company or overnight courier, as the case may be, or sent by
telex or telecopier and when mailed shall be effective three Business Days
following deposit in the mail with proper postage, except that notices and
communications to the Pledgee or any Pledgor shall not be effective until
received by the Pledgee or such Pledgor, as the case may be. All notices and
other communications shall be in writing and addressed as follows:

                  (a) if to any Pledgor, at:

                  c/o infoUSA Inc.
                  5711 South 86th Circle
                  Omaha, Nebraska 68127
                  Attention:  Chief Financial Officer
                  Telephone No.: (402) 593-4500
                  Telecopier No.: (402) 331-1505

                                      -20-

<PAGE>

                  (b) if to the Pledgee, at:

                  Bank of America, N.A.
                  231 South LaSalle Street
                  Chicago, Illinois 60697
                  Attention: David Johanson
                  Telephone No.: (312) 828-7933
                  Telecopier No.: (312) 974-9102

                  (c) if to any Lender Creditor, either (x) to the
Administrative Agent, at the address of the Administrative Agent specified in
the Credit Agreement or (y) at such address as such Lender Creditor shall have
specified in the Credit Agreement;

                  (d) if to any Other Creditor at such address as such Other
Creditor shall have specified in writing to the Pledgors and the Pledgee;

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

                  22. WAIVER; AMENDMENT. None of the terms and conditions of
this Agreement may be changed, waived, modified or varied in any manner
whatsoever unless in writing duly signed by each Pledgor directly affected
thereby and the Pledgee (with the written consent of either (x) the Required
Lenders (or all of the Lenders to the extent required by Section 13.12 of the
Credit Agreement) at all times prior to the time on which all Credit Document
Obligations have been paid in full or (y) the holders of at least 50% of the
aggregate principal amount of the outstanding Other Obligations at all times
after the time on which all Credit Document Obligations have been paid in full);
provided, that any change, waiver, modification or variance affecting the rights
and benefits of a single Class (as defined below) of Secured Creditors (and not
all Secured Creditors in a like or similar manner) shall also require the
written consent of the Requisite Creditors (as defined below) of such affected
Class. For the purpose of this Agreement, the term "Class" shall mean each class
of Secured Creditors, i.e., whether (i) the Lender Creditors as holders of the
Credit Document Obligations or (ii) the Other Creditors as the holders of the
Other Obligations. For the purpose of this Agreement, the term "Requisite
Creditors" of any Class shall mean each of (i) with respect to the Credit
Document Obligations, the Required Lenders and (ii) with respect to the Other
Obligations, the holders of at least 50% of the aggregate principal amount of
the outstanding Other Obligations.

                  23. MISCELLANEOUS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and assigns, provided that no Pledgor may assign any of its rights or
obligations under this Agreement without the prior consent of the Collateral
Agent. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. EACH PLEDGOR IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS

                                      -21-

<PAGE>

CONTEMPLATED HEREBY. The headings in this Agreement are for purposes of
reference only and shall not limit or define the meaning hereof. This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument. In the event that
any provision of this Agreement shall prove to be invalid or unenforceable, such
provision shall be deemed to be severable from the other provisions of this
Agreement which shall remain binding on all parties hereto.

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

                  25. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the Credit Agreement shall become a
Pledgor hereunder by executing a counterpart hereof and delivering the same to
the Pledgee.

                                    * * * *

                                      -22-

<PAGE>

                  IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused
this Agreement to be executed by their duly elected officers duly authorized as
of the date first above written.

                       INFOUSA INC., as a Pledgor

                       By _________________________________________
                       Title: Chief Financial Officer

                       AMERICAN CHURCH LISTS, INC.,
                       BJ HUNTER INFORMATION, INC.,
                       CD-ROM TECHNOLOGIES, INC.,
                       CITY DIRECTORIES, INC.,
                       CLICKACTION INC.,
                       DONNELLEY MARKETING, INC.,
                       HILL-DONNELLY CORPORATION
                       IDEXEC, INC.,
                       INFOUSA MARKETING, INC.,
                       LIST BAZAAR.COM, INC.,
                       STRATEGIC INFORMATION MANAGEMENT, INC.,
                       TGMVC CORPORATION
                       WALTER KARL, INC.,
                       YESMAIL, INC.,
                       each as a Pledgor

                       By _________________________________________
                       Title: Chief Financial Officer of each

                                 Signature Page
                                       to
                                Pledge Agreement

<PAGE>

Accepted and Agreed to:

BANK OF AMERICA, N.A.,
  as Pledgee, Collateral Agent

By _________________________________
   Title: Vice President

                                 Signature Page
                                       to
                                Pledge Agreement

<PAGE>

                                                                         ANNEX A
                                                                              to
                                                                PLEDGE AGREEMENT

                              LIST OF SUBSIDIARIES

See Schedule 3 and 7 of the Disclosure Letter to the Credit Agreement.

<PAGE>

                                                                         ANNEX B
                                                                              to
                                                                PLEDGE AGREEMENT

                                 LIST OF STOCK

See Schedule 3 and 7 of the Disclosure Letter to the Credit Agreement, provided
that with respect to the common stock of BJ Hunter Information, Inc., only 65%
of such common stock is required to be pledged.

<PAGE>

                                                                         ANNEX C
                                                                              to
                                                                PLEDGE AGREEMENT

                                  LIST OF NOTES

Various members of senior management of the Borrower owe the Borrower pursuant
to promissory notes an aggregate of $840,645 (as of April 30, 2003) in
connection with the exercise of stock options to acquire common stock of the
Borrower.

<PAGE>

                                                                         ANNEX D
                                                                              to
                                                                PLEDGE AGREEMENT

                   LIST OF LIMITED LIABILITY COMPANY INTERESTS

None.

<PAGE>

                                                                         ANNEX E
                                                                              to
                                                                PLEDGE AGREEMENT

                          LIST OF PARTNERSHIP INTERESTS

None.

<PAGE>

                                                                         ANNEX F
                                                                              to
                                                                PLEDGE AGREEMENT

                      LIST OF JURISDICTIONS OF ORGANIZATION

See Annex A to the Security Agreement.

                         LIST OF CHIEF EXECUTIVE OFFICES

See Annex B to the Security Agreement.

<PAGE>

                                                                         ANNEX G
                                                                              to
                                                                PLEDGE AGREEMENT

    Form of Agreement Regarding Uncertificated Securities, Limited Liability
                   Company Interests and Partnership Interests

                  AGREEMENT (as amended, modified or supplemented from time to
time, this "Agreement"), dated as of _______ __, ____, among the undersigned
pledgor (the "Pledgor"), Bank of America, N.A., not in its individual capacity
but solely as Collateral Agent (the "Pledgee"), and __________, as the issuer of
the Uncertificated Securities, Limited Liability Company Interests and/or
Partnership Interests (each as defined below) (the "Issuer").

                              W I T N E S S E T H :

                  WHEREAS, the Pledgor, certain of its affiliates and the
Pledgee have entered into a Pledge Agreement, dated as of March 6, 2002, as
amended and restated as of May 27, 2003 (as amended, amended and restated,
modified or supplemented from time to time, the "Pledge Agreement"), under
which, among other things, in order to secure the payment of the Obligations (as
defined in the Pledge Agreement), the Pledgor will pledge to the Pledgee for the
benefit of the Secured Creditors (as defined in the Pledge Agreement), and grant
a security interest in favor of the Pledgee for the benefit of the Secured
Creditors in, all of the right, title and interest of the Pledgor in and to any
and all (1) "uncertificated securities" (as defined in Section 8-102(a)(18) of
the Uniform Commercial Code, as adopted in the State of Illinois)
("Uncertificated Securities"), (2) Partnership Interests (as defined in the
Pledge Agreement) and (3) Limited Liability Company Interests (as defined in the
Pledge Agreement), in each case issued from time to time by the Issuer, whether
now existing or hereafter from time to time acquired by the Pledgor (with all of
such Uncertificated Securities, Partnership Interests and Limited Liability
Company Interests being herein collectively called the "Issuer Pledged
Interests"); and

                  WHEREAS, the Pledgor desires the Issuer to enter into this
Agreement in order to perfect the security interest of the Pledgee under the
Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee control
of the Issuer Pledge Interests and to provide for the rights of the parties
under this Agreement;

                  NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. The Pledgor hereby irrevocably authorizes and directs the
Issuer, and the Issuer hereby agrees, to comply with any and all instructions
and orders originated by the Pledgee (and its successors and assigns) regarding
any and all of the Issuer Pledged Interests without the further consent by the
registered owner (including the Pledgor), and not to comply with any

                                      G-1

<PAGE>

instructions or orders regarding any or all of the Issuer Pledged Interests
originated by any person or entity other than the Pledgee (and its successors
and assigns) or a court of competent jurisdiction.

                  2. The Issuer hereby certifies that (i) no notice of any
security interest, lien or other encumbrance or claim affecting the Issuer
Pledged Interests (other than the security interest of the Pledgee) has been
received by it, and (ii) the security interest of the Pledgee in the Issuer
Pledged Interests has been registered in the books and records of the Issuer.

                  3. The Issuer hereby represents and warrants that (i) the
pledge by the Pledgor of, and the granting by the Pledgor of a security interest
in, the Issuer Pledged Interests to the Pledgee, for the benefit of the Secured
Creditors, does not violate the charter, by-laws, partnership agreement,
membership agreement or any other agreement governing the Issuer or the Issuer
Pledged Interests, and (ii) the Issuer Pledged Interests are fully paid and
nonassessable.

                  4. All notices, statements of accounts, reports, prospectuses,
financial statements and other communications to be sent to the Pledgor by the
Issuer in respect of the Issuer will also be sent to the Pledgee at the
following address:

                                 Bank of America, N.A.
                                 231 South LaSalle Street
                                 Chicago, Illinois 60697
                                 Attention: David Johanson
                                 Telephone No.: (312) 828-7933
                                 Telecopier No.: (312) 974-9102

                  5. Until the Pledgee shall have delivered written notice to
the Issuer that all of the Obligations have been paid in full and this Agreement
is terminated, the Issuer will, upon receiving notice from the Pledgee stating
that an "Event of Default" has occurred and is continuing, send any and all
redemptions, distributions, interest or other payments in respect of the Issuer
Pledged Interests from the Issuer for the account of the Pledgor only by wire
transfers to the following address:

                           ________________________
                           ________________________
                           ________________________
                           ABA No.: __________________________
                           Account in the Name of: ___________
                           Account No.: ______________________

                  6. Except as expressly provided otherwise in Sections 4 and 5,
all notices, shall be sent or delivered by mail, telegraph, telex, telecopy,
cable or overnight courier service and all such notices and communications
shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by
overnight courier, be effective when deposited in the mails, delivered to the
telegraph company, cable company or overnight courier, as the case may be, or
sent by telex or telecopier and when mailed shall be effective three Business
Days following deposit in the mail with proper

                                      G-2

<PAGE>

postage, except that notices and communications to the Pledgee, the Pledgor or
the Issuer shall not be effective until received by the Pledgee, the Pledgor or
the Issuer, as the case may be. All notices and other communications shall be in
writing and addressed as follows:

                  (a)      if to the Pledgor, at:

                           c/o infoUSA Inc.
                           5711 South 86th Circle
                           Omaha, Nebraska 68127
                           Attention: Chief Financial Officer
                           Tel: (402) 593-4500
                           Fax: (402) 331-1505

                  (b)      if to the Pledgee, at:

                           Bank of America, N.A.
                           231 South LaSalle Street
                           Chicago, Illinois 60697
                           Attention: David Johanson
                           Telephone No.: (312) 828-7933
                           Telecopier No.: (312) 974-9102

                  (c)      if to the Issuer, at:

                           _______________________________
                           _______________________________
                           _______________________________

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. As used in this
Section 6, "Business Day" means any day other than a Saturday, Sunday, or other
day in which banks in Illinois are authorized to remain closed.

                  7. This Agreement shall be binding upon the successors and
assigns of the Pledgor and the Issuer and shall inure to the benefit of and be
enforceable by the Pledgee and its successors and assigns. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument. In the event that any provision of
this Agreement shall prove to be invalid or unenforceable, such provision shall
be deemed to be severable from the other provisions of this Agreement which
shall remain binding on all parties hereto. None of the terms and conditions of
this Agreement may be changed, waived, modified or varied in the manner
whatsoever except in writing signed by the Pledgee, the Issuer and the Pledgor.

                                      G-3

<PAGE>

                  8. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to its
principles of conflict of laws.

                                      * * *

                  IN WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer
have caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written.

                                 [________________________________],
                                    as Pledgor

                                 By ______________________________________
                                    Name:
                                    Title:

                                 BANK OF AMERICA, N.A.,
                                    not in its individual capacity but solely as
                                    Collateral Agent and Pledgee

                                 By ______________________________________
                                    Name:
                                    Title:

                                 [________________________________],
                                    the Issuer

                                 By ______________________________________
                                    Name:
                                    Title:

                                      G-4

<PAGE>

                                                                         ANNEX H
                                                                              to
                                                                PLEDGE AGREEMENT

                      SECURITIES ACCOUNT CONTROL AGREEMENT

         This Securities Account Control Agreement dated as of (this
"Agreement") among ___________________(the "Debtor"), Bank of America, N.A., as
collateral agent for the Secured Parties (the "Collateral Agent") and
_______________________, in its capacity as a "securities intermediary" as
defined in Section 8-102 of the UCC (in such capacity, the "Securities
Intermediary"). Capitalized terms used but not defined herein shall have the
meaning assigned thereto in the Pledge Agreement, dated [as of the date hereof]
[as of March 6, 2002, as amended and restated as of May 27, 2003], among the
Debtor and the Collateral Agent (as amended, modified or supplemented from time
to time, the "Pledge Agreement"). All references herein to the "UCC" shall mean
the Uniform Commercial Code as in effect in the State of Illinois.

         SECTION 1. ESTABLISHMENT OF SECURITIES ACCOUNT. The Securities
Intermediary hereby confirms and agrees that:

                  (a) The Securities Intermediary has established account number
         [IDENTIFY ACCOUNT NUMBER] in the name "[IDENTIFY EXACT TITLE OF
         ACCOUNT]" (such account and any successor account, the "Securities
         Account") and the Securities Intermediary shall not change the name or
         account number of the Securities Account without the prior written
         consent of the Collateral Agent;

                  (b) All securities or other property underlying any financial
         assets credited to the Securities Account shall be registered in the
         name of the Securities Intermediary, indorsed to the Securities
         Intermediary or in blank or credited to another securities account
         maintained in the name of the Securities Intermediary and in no case
         will any financial asset credited to the Securities Account be
         registered in the name of the Debtor, payable to the order of the
         Debtor or specially indorsed to the Debtor except to the extent the
         foregoing have been specially indorsed to the Securities Intermediary
         or in blank;

                  (c) All property delivered to the Securities Intermediary
         pursuant to the Pledge Agreement will be promptly credited to the
         Securities Account; and

                  (d) The Securities Account is a "securities account" within
         the meaning of Section 8-501 of the UCC.

         SECTION 2. "FINANCIAL ASSETS" ELECTION. The Securities Intermediary
hereby agrees that each item of property (including, without limitation, any
investment property, financial asset, security, instrument, general intangible
or cash) credited to the Securities Account shall be treated as a "financial
asset" within the meaning of Section 8-102(a)(9) of the UCC.

                                      H-1

<PAGE>

         SECTION 3. CONTROL OF THE SECURITIES ACCOUNT. If at any time the
Securities Intermediary shall receive any order from the Collateral Agent
directing transfer or redemption of any financial asset relating to the
Securities Account, the Securities Intermediary shall comply with such
entitlement order without further consent by the Debtor or any other person. The
Debtor is otherwise entitled to issue entitlement orders and such orders
conflict with any entitlement order issued by the Collateral Agent, the
Securities Intermediary shall follow the orders issued by the Collateral Agent.

         SECTION 4. SUBORDINATION OF LIEN; WAIVER OF SET-OFF. In the event that
the Securities Intermediary has or subsequently obtains by agreement, by
operation of law or otherwise a security interest in the Securities Account or
any security entitlement credited thereto, the Securities Intermediary hereby
agrees that such security interest shall be subordinate to the security interest
of the Collateral Agent. The financial assets and other items deposited to the
Securities Account will not be subject to deduction, set-off, banker's lien, or
any other right in favor of any person other than the Collateral Agent (except
that the Securities Intermediary may set off (i) all amounts due to the
Securities Intermediary in respect of customary fees and expenses for the
routine maintenance and operation of the Securities Account and (ii) the face
amount of any checks which have been credited to such Securities Account but are
subsequently returned unpaid because of uncollected or insufficient funds).

         SECTION 5. CHOICE OF LAW. This Agreement and the Securities Account
shall each be governed by the laws of the State of Illinois. Regardless of any
provision in any other agreement, for purposes of the UCC, Illinois shall be
deemed to be the Securities Intermediary's jurisdiction (within the meaning of
Section 8-110 of the UCC) and the Securities Account (as well as the securities
entitlements related thereto) shall be governed by the laws of the State of
Illinois.

         SECTION 6. CONFLICT WITH OTHER AGREEMENTS.

                  (a) In the event of any conflict between this Agreement (or
         any portion thereof) and any other agreement now existing or hereafter
         entered into, the terms of this Agreement shall prevail;

                  (b) No amendment or modification of this Agreement or waiver
         of any right hereunder shall be binding on any party hereto unless it
         is in writing and is signed by all of the parties hereto;

                  (c) The Securities Intermediary hereby confirms and agrees
         that:

                           (i) There are no other agreements entered into
                  between the Securities Intermediary and the Debtor with
                  respect to the Securities Account;

                           (ii) It has not entered into, and until the
                  termination of this Agreement, will not enter into, any
                  agreement with any other person relating to the Securities
                  Account and/or any financial assets credited thereto pursuant
                  to which it has agreed to comply with entitlement orders (as
                  defined in Section 8-102(a)(8) of the UCC) of such other
                  person; and

                                      H-2

<PAGE>

                           (iii) It has not entered into, and until the
                  termination of this Agreement, will not enter into, any
                  agreement with the Debtor or the Collateral Agent purporting
                  to limit or condition the obligation of the Securities
                  Intermediary to comply with entitlement orders as set forth in
                  Section 3 hereof.

         SECTION 7. ADVERSE CLAIMS. Except for the claims and interest of the
Collateral Agent and of the Debtor in the Securities Account, the Securities
Intermediary does not know of any claim to, or interest in, the Securities
Account or in any "financial asset" (as defined in Section 8-102(a) of the UCC)
credited thereto. If any person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process) against the Securities Account or in any financial asset
carried therein, the Securities Intermediary will promptly notify the Collateral
Agent and the Debtor thereof.

         SECTION 8. MAINTENANCE OF SECURITIES ACCOUNT. In addition to, and not
in lieu of, the obligation of the Securities Intermediary to honor entitlement
orders as agreed in Section 3 hereof, the Securities Intermediary agrees to
maintain the Securities Account as follows:

                  (a) Notice of Sole Control. If at any time the Collateral
         Agent delivers to the Securities Intermediary a Notice of Sole Control
         in substantially the form set forth in Exhibit A hereto, the Securities
         Intermediary agrees that after receipt of such notice, it will take all
         instruction with respect to the Securities Account solely from the
         Collateral Agent.

                  (b) Voting Rights. Until such time as the Securities
         Intermediary receives a Notice of Sole Control pursuant to subsection
         (a) of this Section 8, the Debtor shall direct the Securities
         Intermediary with respect to the voting of any financial assets
         credited to the Securities Account.

                  (c) Permitted Investments. Until such time as the Securities
         Intermediary receives a Notice of Sole Control signed by the Collateral
         Agent, the Debtor shall direct the Securities Intermediary with respect
         to the selection of investments to be made for the Securities Account;
         provided, however, that the Securities Intermediary shall not honor any
         instruction to purchase any investments other than investments of a
         type describe on Exhibit B hereto.

                  (d) Statements and Confirmations. The Securities Intermediary
         will promptly send copies of all statements, confirmations and other
         correspondence concerning the Securities Account and/or any financial
         assets credited thereto simultaneously to each of the Debtor and the
         Collateral Agent at the address for each set forth in Section 12 of
         this Agreement.

                  (e) Tax Reporting. All items of income, gain, expense and loss
         recognized in the Securities Account shall be reported to the Internal
         Revenue Service and all state and local taxing authorities under the
         name and taxpayer identification number of the Debtor.

                                      H-3

<PAGE>


         SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES
INTERMEDIARY. The Securities Intermediary hereby makes the following
representations, warranties and covenants:

                  (a) The Securities Account has been established as set forth
         in Section I above and such Securities Account will be maintained in
         the manner set forth herein until termination of this Agreement; and

                  (b) This Agreement is the valid and legally binding
         obligations of the Securities Intermediary.

         SECTION 10. INDEMNIFICATION OF SECURITIES INTERMEDIARY. The Debtor and
the Collateral Agent hereby agree that (a) the Securities Intermediary is
released from any and all liabilities to the Debtor and the Collateral Agent
arising from the terms of this Agreement and the compliance of the Securities
Intermediary with the terms hereof, except to the extent that such liabilities
arise from the Securities Intermediary's negligence and (b) the Debtor, its
successors and assigns shall at all times indemnify and save harmless the
Securities Intermediary from and against any and all claims, actions and suits
of others arising out of the terms of this Agreement or the compliance of the
Securities Intermediary with the terms hereof, except to the extent that such
arises from the Securities Intermediary's negligence, and from and against any
and all liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character arising by reason of the same, until the
termination of this Agreement.

         SECTION 11. SUCCESSORS; ASSIGNMENT. The terms of this Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective corporate successors or heirs and personal representatives who obtain
such rights solely by operation of law. The Collateral Agent may assign its
rights hereunder only with the express written consent of the Securities
Intermediary and by sending written notice of such assignment to the Debtor.

         SECTION 12. NOTICES. Any notice, request or other communication
required or permitted to be given under this Agreement shall be in writing and
deemed to have been properly given when delivered in person, or when sent by
telecopy or other electronic means and electronic confirmation of error free
receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth below.

         Debtor:  [INSERT ADDRESS)

         Attention:

         Telecopier:

         Collateral Agent: Bank of America, N.A.
                           231 South LaSalle Street
                           Chicago, Illinois 60697

         Attention: David Johanson

                                      H-4

<PAGE>

         Telecopier: (312) 974-9102

         Financial Institution: [INSERT ADDRESS]

         Attention:

         Telecopier:

Any party may change its address for notices in the manner set forth above.

         SECTION 13. TERMINATION. The obligations of the Securities Intermediary
to the Collateral Agent pursuant to this Agreement shall continue in effect
until the security interest of the Collateral Agent in the Securities Account
has been terminated pursuant to the terms of the Pledge Agreement and the
Collateral Agent has notified the Securities Intermediary of such termination in
writing. The Collateral Agent agrees to provide Notice of Termination in
substantially the form of Exhibit C hereto to the Securities Intermediary upon
the request of the Debtor on or after the termination of the Collateral Agent's
security interest in the Securities Account pursuant to the terms of the Pledge
Agreement. The termination of this Agreement shall not terminate the Securities
Account or alter the obligations of the Securities Intermediary to the Debtor
pursuant to any other agreement with respect to the Securities Account.

         SECTION 14. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing and delivering one or
more counterparts.

         IN WITNESS WHEREOF, the parties hereto have caused this Securities
Account Control Agreement to be executed as of the date first above written by
their respective officers thereunto duly authorized.

                                      H-5

<PAGE>

                                    EXHIBIT A

                     TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Financial Institution]

Attention:

Re: Notice of Sole Control

Ladies and Gentlemen:

         As referenced in the Securities Account Control Agreement dated as of
__________ __, 2003, among ____________________, you and the undersigned (a copy
of which is attached), we hereby give you notice of our sole control over
securities account number [ACCOUNT NUMBER] (the "Securities Account") and all
financial assets credited thereto. You are hereby instructed not to accept any
direction, instructions or entitlement orders with respect to the Securities
Account or the financial assets credited thereto from any person other than the
undersigned, unless otherwise ordered by a court of competent jurisdiction. You
are instructed to deliver a copy of this notice by facsimile transmission to
[NAME OF DEBTOR].

                                Very truly yours,

                                Bank of America, N.A., as Collateral Agent

                                By: ______________________________________

                                Name: ____________________________________

                                Title: ___________________________________

cc: [NAME OF THE DEBTOR]

                                      H-6

<PAGE>

                                    EXHIBIT B

                     TO SECURITIES ACCOUNT CONTROL AGREEMENT

Permitted Investments

                                      H-7

<PAGE>

                                    EXHIBIT C

                     TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of the Collateral Agent]

[Date]

[Name and Address of Financial Institution]

Attention:

Re: Termination of Securities Account Control Agreement

         You are hereby notified that the Securities Account Control Agreement
dated as of ____________ among you, ___________________ (the "Debtor") and the
undersigned (a copy of which is attached) is terminated and you have no further
obligations to the undersigned pursuant to such Agreement. Notwithstanding any
previous instructions to you, you are hereby instructed to accept all future
directions with respect to [ACCOUNT NUMBER(S)] from the Debtor. This notice
terminates any obligations you may have to the undersigned with respect to such
account, however nothing contained in this notice shall alter any obligations
which you may otherwise owe to the Debtor pursuant to any other agreement.

         You are instructed to deliver a copy of this notice by facsimile
transmission to the Debtor.

                                Very truly yours,

                                Bank of America, N.A., as Collateral Agent

                                By: ______________________________________

                                Name: ____________________________________

                                Title: ___________________________________

                                      H-8

<PAGE>



                                                                         ANNEX I
                                                                              to
                                                                PLEDGE AGREEMENT

                        DEPOSIT ACCOUNT CONTROL AGREEMENT

         This Deposit Account Control Agreement dated as of ___________ (this
"Agreement") among _________________ (the "Debtor"), Bank of America, N.A., as
collateral agent for the Secured Parties (the "Collateral Agent") and _______ ,
in its capacity as a "bank" as defined in Section 9-102 of The UCC (in such
capacities, the "Financial Institution"). Capitalized terms used but not defined
herein shall have the meaning assigned thereto in the Pledge Agreement, dated
[as of the date hereof] [______ __, 2003, among the Debtor and the Collateral
Agent (as amended, modified or supplemented from time to time, the "Pledge
Agreement"). All references herein to the "UCC" shall mean the Uniform
Commercial Code as in effect in the State of Illinois.

         SECTION 1. ESTABLISHMENT OF DEPOSIT ACCOUNT. The Financial Institution
hereby confirms and agrees that:

                  (a) The Financial Institution has established account number
         [IDENTIFY ACCOUNT NUMBER] in the name "[IDENTIFY EXACT TITLE OF
         ACCOUNT]" (such account and any successor account, the "Deposit
         Account") and the Financial Institution shall not change the name or
         account number of the Deposit Account without the prior written consent
         of the Collateral Agent; and

                  (b) The Deposit Account is a "deposit account" within the
         meaning of Section 9-102(a)(29) of the UCC.

         SECTION 2. CONTROL OF THE DEPOSIT ACCOUNT. If at any time the Financial
Institution shall receive any instructions originated by the Collateral Agent
directing the disposition of funds in the Deposit Account, the Financial
Institution shall comply with such instructions without further consent by the
Debtor or any other person. [The Financial Institution hereby acknowledges that
for purposes of Section 9-309 of the Illinois Uniform Commercial Code it has
received notice of the security interest of the Collateral Agent in the Deposit
Account and hereby acknowledges and consents to such lien.]

         SECTION 3. SUBORDINATION OF LIEN; WAIVER OF SET-OFF. In the event that
the Financial Institution has or subsequently obtains by agreement, by operation
of law or otherwise a security interest in the Deposit Account or any funds
credited thereto, the Financial Institution hereby agrees that such security
interest shall be subordinate to the security interest of the Collateral Agent.
Money and other items credited to the Deposit Account will not be subject to
deduction, set-off, banker's lien, or any other right in favor of any person
other than the Collateral Agent (except that the Financial Institution may set
off (i) all amounts due to the Financial Institution in respect of customary
fees and expenses for the routine maintenance and operation of the Deposit
Account and (ii) the face amount of any checks which have been credited to such
Deposit Account but are subsequently returned unpaid because of uncollected or
insufficient funds).

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<PAGE>

         SECTION 4. CHOICE OF LAW. This Agreement and the Deposit Account shall
each be governed by the laws of the State of Illinois. Regardless of any
provision in any other agreement, for purposes of the UCC, Illinois shall be
deemed to be the Financial Institution's jurisdiction (within the meaning of
Section 9-304 of the UCC and the Deposit Account shall be governed by the laws
of the State of Illinois.

         SECTION 5. CONFLICT WITH OTHER AGREEMENTS.

                  (a) In the event of any conflict between this Agreement (or
         any portion thereof) and any other agreement now existing or hereafter
         entered into, the terms of this Agreement shall prevail;

                  (b) No amendment or modification of this Agreement or waiver
         of any right hereunder shall be binding on any party hereto unless it
         is in writing and is signed by all of the parties hereto; and

                  (c) The Financial Institution hereby confirms and agrees that:

                           (i) There are no other agreements entered into
                  between the Financial Institution and the Debtor with respect
                  to the Deposit Account; and

                           (ii) It has not entered into, and until the
                  termination of this Agreement, will not enter into, any
                  agreement with any other person relating the Deposit Account
                  and/or any funds credited thereto pursuant to which it has
                  agreed to comply with instructions originated by such persons
                  as contemplated by Section 9-104 of the UCC.

         SECTION 6. ADVERSE CLAIMS. The Financial Institution does not know of
any liens, claims or encumbrances relating to the Deposit Account. If any person
asserts any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against the
Deposit Account, the Financial Institution will promptly notify the Collateral
Agent and the Debtor thereof.

         SECTION 7. MAINTENANCE OF DEPOSIT ACCOUNT. In addition to, and not in
lieu of, the obligation of the Financial Institution to honor instructions as
set forth in Section 2 hereof, the Financial Institution agrees to maintain the
Deposit Account as follows:

                  (a) STATEMENTS AND CONFIRMATIONS. The Financial Institution
         will promptly send copies of all statements, confirmations and other
         correspondence concerning the Deposit Account simultaneously to each of
         the Debtor and the Collateral Agent at the address for each set forth
         in Section 11 of this Agreement; and

                  (b) TAX REPORTING. All interest, if any, relating to the
         Deposit Account, shall be reported to the Internal Revenue Service and
         all state and local taxing authorities under the name and taxpayer
         identification number of the Debtor.

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<PAGE>

         SECTION 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FINANCIAL
INSTITUTION. The Financial Institution hereby makes the following
representations, warranties and covenants:

                  (a) The Deposit Account has been established as set forth in
         Section 1 and such Deposit Account will be maintained in the manner set
         forth herein until termination of this Agreement; and

                  (b) This Agreement is the valid and legally binding
         obligations of the Financial Institution.

         SECTION 9. INDEMNIFICATION OF FINANCIAL INSTITUTION. The Debtor and the
Collateral Agent hereby agree that (a) the Financial Institution is released
from any and all liabilities to the Debtor and the Collateral Agent arising from
the terms of this Agreement and the compliance of the Financial Institution with
the terms hereof, except to the extent that such liabilities arise from the
Financial Institution's negligence and (b) the Debtor, its successors and
assigns shall at all times indemnify and save harmless the Financial Institution
from and against any and all claims, actions and suits of others arising out of
the terms of this Agreement or the compliance of the Financial Institution with
the terms hereof, except to the extent that such arises from the Financial
Institution's negligence, and from and against any and all liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising by reason of the same, until the termination of this
Agreement.

         SECTION 10. SUCCESSORS; ASSIGNMENT. The terms of this Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective corporate successors or heirs and personal representatives who obtain
such rights solely by operation of law. The Collateral Agent may assign its
rights hereunder only with the express written consent of the Financial
Institution and by sending written notice of such assignment to the Debtor.

         SECTION 11. NOTICES. Any notice, request or other communication
required or permitted to be given under this Agreement shall be in writing and
deemed to have been properly given when delivered in person, or when sent by
telecopy or other electronic means and electronic confirmation of error free
receipt is received or two (2) days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth below.

         Debtor:  INSERT ADDRESS]

         Attention:

         Telecopier:

         Collateral Agent: Bank of America, N.A.
                           231 South LaSalle Street
                           Chicago, Illinois  60697

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<PAGE>

         Attention: David Johanson

         Telecopier: (312) 974-9102

         Financial Institution: [INSERT ADDRESS]

         Attention:

         Telecopier:

Any party may change its address for notices in the manner set forth above.

         SECTION 12. TERMINATION. The obligations of the Financial Institution
to the Collateral Agent pursuant to this Agreement shall continue in effect
until the security interest of the Collateral Agent in the Deposit Account has
been terminated pursuant to the terms of the Pledge Agreement and the Collateral
Agent has notified the Financial Institution of such termination in writing. The
Collateral Agent agrees to provide Notice of Termination in substantially the
form of Exhibit A hereto to the Financial Institution upon the request of the
Debtor on or after the termination of the Collateral Agent's security interest
in the Deposit Account pursuant to the terms of the Pledge Agreement. The
termination of this Agreement shall not terminate the Deposit Account or alter
the obligations of the Financial Institution to the Debtor pursuant to any other
agreement with respect to the Deposit Account.

         SECTION 13. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing and delivering one or
more counterparts.

         IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account
Control Agreement to be executed as of the date first above written by their
respective officers thereunto duty authorized.

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<PAGE>


                                    EXHIBIT A

                      TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of the Collateral Agent]

[Date]

[Name and Address of Financial Institution]

Attention:

Re: Termination of Deposit Account Control Agreement

         You are hereby notified that the Deposit Account Control Agreement
dated as of ____________, 2003 among ____________________ (the "Debtor"), you
and the undersigned (a copy of which is attached) is terminated and you have no
further obligations to the undersigned pursuant to such Agreement.
Notwithstanding any previous instructions to you, you are hereby instructed to
accept all future directions with respect to account number(s) from the Debtor.
This notice terminates any obligations you may have to the undersigned with
respect to such account, however nothing contained in this notice shall alter
any obligations which you may otherwise owe to the Debtor pursuant to any other
agreement.

         You are instructed to deliver a copy of this notice by facsimile
transmission to the Debtor.

                                Very truly yours,

                                Bank of America, N.A., as Collateral Agent

                                By: ______________________________________

                                Name: ____________________________________

                                Title: ___________________________________


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