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                                                                    Exhibit 10.4

                       GUARANTEE AND COLLATERAL AGREEMENT



                          DATED AS OF October 30, 2003



                                       BY



                        SPANISH BROADCASTING SYSTEM, INC.



                        AND CERTAIN OF ITS SUBSIDIARIES,



                                  AS GRANTORS,



                                   IN FAVOR OF



                          LEHMAN COMMERCIAL PAPER INC.,



                             AS ADMINISTRATIVE AGENT






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                                TABLE OF CONTENTS

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Section 1.        Definitions...........................................................................1

         1.01.    Definition of Terms Used Herein Generally.............................................1

         1.02.    Definition of Certain Terms Used Herein...............................................1

         1.03.    Rules of Interpretation...............................................................7

Section 2.        Guarantee.............................................................................7

         2.01.    Guarantee.............................................................................7

         2.02.    Right of Contribution.................................................................8

         2.03.    Subrogation...........................................................................8

         2.04.    Amendments, etc. with respect to the Borrower Obligations.............................9

         2.05.    Guarantee Absolute and Unconditional..................................................9

         2.06.    Reinstatement........................................................................10

         2.07.    Payments.............................................................................10

Section 3.        Grant of Security Interest...........................................................10

Section 4.        Authorization to File Financing Statements...........................................11

Section 5.        Relation to Other Security Documents.................................................12

         5.01.    Real Estate Documents................................................................12

         5.02.    Patent and Trademark Security Agreement Supplements..................................12

         5.03.    Copyright Security Agreement Supplement..............................................12

Section 6.        Representations and Warranties.......................................................12

         6.01.    Grantors' Legal Status...............................................................12

         6.02.    Grantors' Legal Names................................................................12

         6.03.    Grantors' Locations..................................................................12

         6.04.    Representations in the Credit Agreement..............................................13

         6.05.    Title to Collateral..................................................................13

         6.06.    Nature of Collateral.................................................................13

         6.07.    Compliance with Laws.................................................................14

         6.08.    Validity of Security Interest........................................................14

         6.09.    Perfection Certificate; Intellectual Property Filings................................14

         6.10.    Investment Property..................................................................14

         6.11.    Receivables..........................................................................15

Section 7.        Covenants............................................................................15

         7.01.    Grantors' Legal Status...............................................................15
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         7.02.    Grantors' Names......................................................................15

         7.03.    Grantors' Organizational Numbers.....................................................15

         7.04.    Locations............................................................................15

         7.05.    Covenants in Credit Agreement........................................................15

         7.06.    Promissory Notes and Tangible Chattel Paper..........................................15

         7.07.    Deposit Accounts.....................................................................15

         7.08.    Investment Property..................................................................16

         7.09.    Collateral in the Possession of a Bailee.............................................18

         7.10.    Electronic Chattel Paper and Transferable Records....................................18

         7.11.    Letter-of-Credit Rights..............................................................19

         7.12.    Commercial Tort Claims...............................................................19

         7.13.    Intellectual Property................................................................19

         7.14.    Maintenance of Collateral; Compliance with Laws......................................22

         7.15.    Dispositions of Collateral...........................................................22

         7.16.    Maintenance of Insurance.............................................................22

         7.17.    Periodic Certification...............................................................22

         7.18.    Other Actions as to any and all Collateral...........................................23

Section 8.        Inspection and Verification..........................................................23

Section 9.        Collateral Protection Expenses; Preservation of Collateral...........................23

         9.01.    Expenses Incurred by the Administrative Agent........................................23

         9.02.    Administrative Agent's Obligations and Duties........................................23

         9.03.    Duties as to Pledged Securities......................................................24

         9.04.    Use of Collateral....................................................................25

Section 10.       Securities and Deposits..............................................................25

Section 11.       Notification to Account Debtors and Other Persons Obligated on Collateral............26

Section 12.       Power of Attorney....................................................................26

         12.01.   Appointment and Powers of Administrative Agent.......................................26

         12.02.   Failure of Grantor to Perform........................................................28

         12.03.   Expenses of Attorney-in-Fact.........................................................28

         12.04.   Ratification by Grantor..............................................................28

         12.05.   No Duty on Secured Party.............................................................28

Section 13.       Remedies.............................................................................28
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         13.01.   Default..............................................................................28

         13.02.   Remedies Upon Default................................................................28

         13.03.   Grant of License to Use Intellectual Property........................................30

         13.04.   Waivers by Grantors..................................................................30

         13.05.   Application of Proceeds..............................................................30

         13.06.   Surplus, Deficiency..................................................................31

         13.07.   Information Related to the Collateral................................................31

         13.08.   Sale Exempt from Registration........................................................31

         13.09.   Rights and Remedies Cumulative.......................................................32

         13.10.   No Direct Enforcement by Secured Parties.............................................32

Section 14.       Standards for Exercising Remedies....................................................32

         14.01.   Commercially Reasonable Manner.......................................................32

         14.02.   Standard of Care.....................................................................33

Section 15.       Waivers by Grantor; Obligations Absolute.............................................33

         15.01.   Specific Waivers.....................................................................33

         15.02.   Obligations Absolute.................................................................33

Section 16.       Marshalling..........................................................................33

Section 17.       Interest.............................................................................34

Section 18.       Reinstatement........................................................................34

Section 19.       Miscellaneous........................................................................34

         19.01.   Notices..............................................................................34

         19.02.   GOVERNING LAW; CONSENT TO JURISDICTION...............................................34

         19.03.   WAIVER OF JURY TRIAL, ETC............................................................34

         19.04.   Counterparts.........................................................................35

         19.05.   Headings.............................................................................35

         19.06.   No Strict Construction...............................................................35

         19.07.   Severability.........................................................................35

         19.08.   Survival of Agreement................................................................35

         19.09.   Fees and Expenses; Indemnification...................................................35

         19.10.   Binding Effect; Several Agreement....................................................36

         19.11.   Waivers; Amendment...................................................................36

         19.12.   Set-Off..............................................................................36
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         19.13.   Integration..........................................................................37

         19.14.   Acknowledgments......................................................................37

         19.15.   Additional Grantors and Guarantors...................................................37

         19.16.   Releases.............................................................................37

         19.17.   Intercompany Debt....................................................................38


SCHEDULES

7.07(a)  Principal Deposit Accounts
7.07(b)  Local Deposit Accounts


EXHIBITS

A        Perfection Certificate
B        Form of Copyright Security Agreement Supplement
C        Form of Patent Security Agreement Supplement
D        Form of Trademark Security Agreement Supplement
E        Form of Control Agreement (Deposit Accounts)
F        Form of Control Agreement (Uncertificated Securities)
G        Form of Control Agreement (Securities Accounts)
H        Form of Control Agreement (Commodities Contracts)
I        Form of Control Agreement (Letter-of-Credit Rights)


ANNEXES

1        Form of Assumption Agreement

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         GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 30, 2003, by
each of the signatories hereto identified on the signature pages hereto as a
grantor (together with any other entity that may become a party hereto as
provided herein, each a "GRANTOR" and collectively, jointly and severally, the
"GRANTORS") in favor of Lehman Commercial Paper Inc. as Administrative Agent (in
such capacity, the "ADMINISTRATIVE AGENT") for (i) the banks and other financial
institutions or entities (the "LENDERS") from time to time parties to the Credit
Agreement, dated as of October 30, 2003 (as amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT") among Spanish Broadcasting
System, Inc., a Delaware corporation (the "BORROWER"), the Lenders, the
Arranger, the Syndication Agent, the Co-Documentation Agents and the
Administrative Agent and (ii) the other Secured Parties (as hereinafter
defined).

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make extensions of credit to the Borrower upon the terms and
conditions set forth therein;

         WHEREAS, the Borrower is a member of an affiliated group of companies
that includes each other Grantor;

         WHEREAS, the proceeds of the extension of credit under the Credit
Agreement will be used in part to enable the Borrower to make valuable transfers
to one or more of the other Grantors in connection with the operation of their
respective businesses;

         WHEREAS, the Borrower and the other Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of extensions of credit under the Credit Agreement; and

         WHEREAS, it is a condition precedent to the obligations of the Lenders
to make their respective extensions of credit to the Borrower under the Credit
Agreement that the Grantors shall have executed and delivered this Agreement to
the Administrative Agent.

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

         Section 1. DEFINITIONS.

                  1.01. DEFINITION OF TERMS USED HEREIN GENERALLY. Except as
otherwise provided herein, all capitalized terms used but not defined herein
shall have the meanings set forth in the Credit Agreement. Except as
specifically provided herein, all terms used herein and defined in the NYUCC
shall have the same definitions herein as specified therein as of the date
hereof; PROVIDED, HOWEVER, that if a term is defined in Article 9 of the NYUCC
differently than in another Article of the NYUCC, the term has the meaning
specified in Article 9 of the NYUCC as of the date hereof.

                  1.02. DEFINITION OF CERTAIN TERMS USED HEREIN. As used herein,
the following terms shall have the following meanings:

         "AFTER-ACQUIRED INTELLECTUAL PROPERTY": as defined in Section 7.13.



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         "AGREEMENT": this Guarantee and Collateral Agreement, as the same may
be amended, supplemented, replaced or otherwise modified from time to time.

         "ARRANGER": Lehman Brothers Inc., in its capacity as sole lead arranger
and book running manager.

         "BORROWER OBLIGATIONS": the collective reference to the Obligations (as
defined in the Credit Agreement).

         "COLLATERAL": as defined in Section 3.

         "COPYRIGHT LICENSE": any written agreement, now or hereafter in effect,
granting any right to any third party under any Copyright now or hereafter owned
by any Grantor or that the Grantor otherwise has the right to license, or
granting any right to any Grantor under any Copyright now or hereafter owned by
any third party, and all rights of any Grantor under any such agreement.

         "COPYRIGHT OFFICE": the United States Copyright Office.

         "COPYRIGHTS": (i) all copyrights, whether or not the underlying works
of authorship have been published, and all works of authorship and other
intellectual property rights therein, all copyrights of works based on,
incorporated in, derived from or relating to works covered by such copyrights,
all right, title and interest to make and exploit all derivative works based on
or adopted from works covered by such copyrights, and all copyright
registrations and copyright applications, and any renewals or extensions
thereof, including, without limitation, each registration and application
identified in SCHEDULE 7(b) to the Perfection Certificate, (ii) the rights to
print, publish and distribute any of the foregoing, (iii) the right to sue or
otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (iv) all income, royalties, damages and other
payments now and hereafter due and/or payable with respect thereto (including,
without limitation, payments under all Copyright Licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (v) all other rights of any kind whatsoever accruing
thereunder or pertaining thereto.

         "COPYRIGHT SECURITY AGREEMENT SUPPLEMENT": a supplement to this
Agreement, executed by one or more Grantors in favor of the Secured Party,
substantially in the form of EXHIBIT B hereto.

         "EVENT": as defined in SECTION 9.03 HEREOF.

         "EXCLUDED ASSETS": collectively, (a) FCC Licenses, but only if and to
the extent that, and only for as long as, the grant of a security interest
therein is prohibited (notwithstanding the intention of the holder to grant such
security interest to the fullest extent lawful) under the laws of the United
States of America; provided, that notwithstanding the foregoing, all Proceeds of
a Disposition by a Grantor of an FCC License shall not constitute an Excluded
Asset, (b) any General Intangible to the extent that (i) the terms of the
agreement between the applicable Grantor and the account debtor or other
contract party with respect to such General Intangible prohibits, restricts or
requires the consent of the account debtor to, the assignment or transfer of, or
creation, attachment or perfection of a security interest in, such General


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Intangible, or provides that the assignment or transfer or creation, attachment
or perfection of such security interest may give rise to a default, breach,
right of recoupment, claim, defense, termination, right of termination or remedy
and (ii) such terms are effective under Sections 9-406, 9-407 or 9-408 of the
NYUCC and (c) any property that is subject to a Lien permitted under Section
7.3(g) of the Credit Agreement pursuant to documents that prohibit the
applicable Grantor from granting other liens in such property.

         "EXCLUDED FOREIGN SUBSIDIARY VOTING STOCK": the voting Capital Stock of
any Excluded Foreign Subsidiary.

         "FCC LICENSES": any licenses, permits and authorizations issued by the
Federal Communications Commission for the operation of stations.

         "FOREIGN SUBSIDIARY": any Subsidiary organized under the laws of any
jurisdiction other than any state of the United States of America or the
District of Columbia.

         "FULLY SATISFIED" means, with respect to the Secured Obligations,
Guarantor Obligations or Borrower Obligations, as the case may be, at any time
that (a) all principal constituting Secured Obligations, Guarantor Obligations
or Borrower Obligations, as the case may be, and all interest (including
interest that shall have accrued after the commencement of a bankruptcy
proceeding with respect to the Borrower or any Guarantor at the rate provided in
the Loan Documents) accrued to such time on such principal and on all other
Secured Obligations, Guarantor Obligations or Borrower Obligations, as the case
may be, shall have been paid in full in cash, (b) all fees, expenses and other
amounts (including contingent obligations, including those in respect of
indemnification provisions contained in the Loan Documents, but excluding
obligations in respect of such indemnification provisions for which no claim has
been made and for which no notice of claim has been given) unpaid as of such
time which constitute Secured Obligations, Guarantor Obligations or Borrower
Obligations, as the case may be, shall have been paid in full in cash, (c) each
outstanding Letter of Credit shall have been (i) terminated, (ii) collateralized
with cash as contemplated by the definition of "Termination Date" in the Credit
Agreement or (iii) backed by a Qualified Supporting Letter of Credit delivered
to the applicable Issuing Lender, and (c) the Commitments shall have expired or
been terminated.

         "GENERAL INTANGIBLES": all "general intangibles" as such term is
defined in Section 9-102(42) of the NYUCC as in effect on the date hereof and,
in any event, including, without limitation, with respect to any Grantor, all
contracts, agreements, instruments and indentures and all licenses and permits
issued by Governmental Authorities in any form, and portions thereof, to which
such Grantor is a party or under which such Grantor has any right, title or
interest or to which such Grantor or any property of such Grantor is subject, as
the same may from time to time be amended, supplemented, replaced or otherwise
modified, including, without limitation, (i) all rights of such Grantor to
receive moneys due and to become due to it thereunder or in connection
therewith, (ii) all rights of such Grantor to receive proceeds of any insurance,
indemnity, warranty or guaranty with respect thereto, (iii) all rights of such
Grantor to damages arising thereunder, (iv) all rights of such Grantor to
receive any tax refunds, and (v) all rights of such Grantor to terminate and to
perform, compel performance and to exercise all remedies thereunder.

         "GUARANTOR OBLIGATIONS": with respect to any Guarantor, all obligations
and liabilities of such Guarantor which may arise under or in connection with
this Agreement (including, without limitation, Section 2) or any other Loan
Document to which such Guarantor is a party, in each case whether on account of
guarantee obligations, reimbursement obligations, fees, indemnities, costs,


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expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to any Secured Party that are required to be paid by such Guarantor
pursuant to the terms of this Agreement or any other Loan Document).

         "GUARANTORS": the collective reference to each Grantor other than the
Borrower.

         "HEDGE AGREEMENTS": as to any Person, all interest rate swaps, caps or
collar agreements or similar arrangements entered into by such Person providing
for protection against fluctuations in interest rates or currency exchange rates
or the exchange of nominal interest obligations, either generally or under
specific contingencies.

         "INTELLECTUAL PROPERTY": all intellectual and similar property of any
Grantor of every kind and nature now owned or hereafter acquired by any Grantor,
including inventions, designs, Patents, Patent Licenses, Trademarks, Trademark
Licenses, Copyrights, Copyright Licenses, Trade Secrets, Trade Secret Licenses,
confidential or proprietary technical and business information, know-how,
show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and
franchises, licenses for any of the foregoing and all license rights, and all
additions, improvements and accessions to, and books and records describing or
used in connection with, any of the foregoing.

         "INTELLECTUAL PROPERTY SECURITY AGREEMENT": each of a Copyright
Security Agreement Supplement, a Patent Security Agreement Supplement and a
Trademark Security Agreement Supplement.

         "INTERCOMPANY DEBT": as defined in Section 19.17.

         "INTERCOMPANY NOTE": any promissory note evidencing loans made by any
Grantor to any of its Subsidiaries or any loan made by any Grantor to another
Grantor.

         "INVESTMENT PROPERTY": the collective reference to (i) all "investment
property" as such term is defined in Section 9-102(48) of the NYUCC on the date
hereof including, without limitation, all certificated securities and
uncertificated securities, all security entitlements, all securities accounts,
all commodity contracts and all commodity accounts (other than any Excluded
Foreign Subsidiary Voting Stock excluded from the definition of "Pledged
Stock"), (ii) security entitlements, in the case of any United States Treasury
book-entry securities, as defined in 31 C.F.R. section 357.2, or, in the case of
any United States federal agency book-entry securities, as defined in the
corresponding United States federal regulations governing such book-entry
securities, and (iii) whether or not constituting "investment property" as so
defined, all Pledged Notes, all Pledged Stock, all Pledged Security Entitlements
and all Pledged Commodity Contracts.

         "ISSUERS": the collective reference to each issuer of a Pledged
Security.

         "LEASE": any lease of personal property under which any Grantor is the
lessee.

         "LIEN": any security interest, mortgage, lien, encumbrance or adverse
claim, and any financing statement or similar document filed in respect of same.

         "NYUCC": the Uniform Commercial Code as in effect in the State of New
York from time to time.



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         "PATENT LICENSE": any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on
which a Patent, now or hereafter owned by any Grantor or that any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under
any such agreement.

         "PATENTS": all of the following now owned or hereafter acquired by any
Grantor: (a) all letters patent of the United States or any other country, all
registrations and recordings thereof, and all pending applications for letters
patent of the United States or any other country, including registrations,
recordings and applications in the PTO or in any similar office or agency of the
United States, any State or Territory thereof, or any other country, including
those identified in SCHEDULE 7(a) to the Perfection Certificate, and (b) all
reissues, continuations, divisions, continuations-in-part, renewals or
extensions thereof and the inventions disclosed or claimed therein, including
the right to make, use and/or sell inventions disclosed or claimed therein.

         "PATENT SECURITY AGREEMENT SUPPLEMENT": a supplement to this Agreement,
executed by one or more Grantors in favor of Secured Party, substantially in the
form of EXHIBIT C hereto.

         "PERFECTION CERTIFICATE": shall mean a certificate substantially in the
form of EXHIBIT A hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by the Grantors.

         "PERFECTION SUPPLEMENT": shall have the meaning assigned to such term
in Section 7.19.

         "PLEDGED COMMODITY CONTRACTS": all commodity contracts listed on
SCHEDULE 8 in the Perfection Certificate, and all other commodity contracts to
which any Grantor is party from time to time.

         "PLEDGED DEBT SECURITIES": the debt securities listed on SCHEDULE 9 to
the Perfection Certificate, together with any other certificates, options,
rights or security entitlements of any nature whatsoever in respect of the debt
securities of any Person that may be issued or granted to, or held by, any
Grantor while this Agreement is in effect.

         "PLEDGED NOTES": all promissory notes listed on SCHEDULE 9 to the
Perfection Certificate, all Intercompany Notes at any time issued to any Grantor
and all other promissory notes issued to or held by any Grantor (other than
promissory notes in an aggregate principal amount for all Grantors not to exceed
$250,000 at any time outstanding issued in connection with extensions of trade
credit by any Grantor in the ordinary course of business).

         "PLEDGED SECURITIES": the collective reference to the Pledged Debt
Securities, the Pledged Notes and the Pledged Stock.

         "PLEDGED SECURITY ENTITLEMENTS": all security entitlements with respect
to the financial assets listed on SCHEDULE 8 to the Perfection Certificate and
all other security entitlements of any Grantor.

         "PLEDGED STOCK": the shares of Capital Stock listed on SCHEDULE 8 to
the Perfection Certificate, together with any other shares, stock certificates,
options, rights or security entitlements of any nature whatsoever in respect of
the Capital Stock of any Person that may be issued or granted to, or held by,
any Grantor while this Agreement is in effect; provided that in no event shall


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more than 65% of the total outstanding Excluded Foreign Subsidiary Voting Stock
of any Excluded Foreign Subsidiary be required to be pledged hereunder.

         "PROCEEDS": all "proceeds" as such term is defined in Section 9-102(64)
of the NYUCC in effect on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged Securities,
collections thereon or distributions or payments with respect thereto.

         "PTO": the United States Patent and Trademark Office.

         "RECEIVABLE": any right to payment on account of any obligation that
could create any right to receive money, whether or not such right is evidenced
by an instrument or chattel paper and whether or not it has been earned by
performance (including, without limitation, any account or payment intangible).

         "SBS PUERTO RICO": Spanish Broadcasting System of Puerto Rico, Inc., a
Puerto Rican corporation.

         "SECURED OBLIGATIONS": the Borrower Obligations and the Guarantor
Obligations.

         "SECURED PARTIES": collectively, the Arranger, the Agents, the Lenders
and, with respect to any Specified Hedge Agreement, any Person that at the time
of entering into such Specified Hedge Agreement was a Lender or an affiliate of
such Lender, is a party thereto and has agreed to be bound by the provisions of
Sections 9.02 and 9.03 as if it were a party hereto and by the provisions of
Section 9 of the Credit Agreement as if it were a Lender party thereto and each
Indemnitee.

         "SECURITIES ACT": the Securities Act of 1933, as amended.

         "SECURITY DOCUMENTS": this Agreement, the Perfection Certificate and
the other documents, agreements and supplements to be executed pursuant to the
terms hereof, including, without limitation, the Intellectual Property Security
Agreements and the "control" agreements contemplated hereby.

         "SECURITY INTEREST": the security interest granted pursuant to Section
3, as well as all other security interests created or assigned as additional
security for the Secured Obligations pursuant to the provisions of this
Agreement.

         "TRADE SECRET LICENSE": any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trade
Secret, including, without limitation, any of the foregoing referred to on
SCHEDULE 7(a) to the Perfection Certificate.

         "TRADE SECRETS": (i) all trade secrets and all confidential and
proprietary information, including know-how, trade secrets, manufacturing and
production processes and techniques, inventions, research and development
information, technical data, financial, marketing and business data, pricing and
cost information, business and marketing plans, and customer and supplier lists
and information, including, without limitation, those identified in SCHEDULE
7(a) to the Perfection Certificate, (ii) the right to sue or otherwise recover
for any and all past, present and future infringements and misappropriations
thereof, (iii) all income, royalties, damages and other payments now and


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hereafter due and/or payable with respect thereto (including, without
limitation, payments under all licenses entered into in connection therewith,
and damages and payments for past, present or future infringements thereof), and
(iv) all other rights of any kind whatsoever of such Grantor accruing thereunder
or pertaining thereto.

         "TRADEMARK LICENSE": any written agreement, now or hereafter in effect,
granting to any third party any right to use any Trademark now or hereafter
owned by any Grantor or that any Grantor otherwise has the right to license, or
granting to any Grantor any right to use any Trademark now or hereafter owned by
any third party, and all rights of any Grantor under any such agreement.

         "TRADEMARK SECURITY AGREEMENT SUPPLEMENT": a supplement to this
Agreement, executed by the Grantor in favor of Secured Party, substantially in
the form of EXHIBIT D hereto.

         "TRADEMARKS": (i) all trademarks, service marks, trade names, corporate
names, company names, business names, domain names, trade dress, trade styles,
logos, or other indicia of origin or source identification, trademark and
service mark registrations, and applications for trademark or service mark
registrations and any renewals thereof, including, without limitation, those
identified in SCHEDULE 7(a) to the Perfection Certificate, (ii) the right to sue
or otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (iii) all income, royalties, damages and other
payments now and hereafter due and/or payable with respect thereto (including,
without limitation, payments under all Trademark Licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (iv) all other rights of any kind whatsoever
accruing thereunder or pertaining thereto, together in each case with the
goodwill of the business connected with the use of, and symbolized by, each of
the above.

         "UCC": the Uniform Commercial Code as in effect in any jurisdiction
(except as otherwise contemplated in Section 7.20). References to particular
sections of Article 9 of the UCC shall be, unless otherwise indicated,
references to Revised Article 9 of the UCC adopted and effective in certain
jurisdictions on or after July 1, 2001.

                  1.03. RULES OF INTERPRETATION. The rules of interpretation
specified in paragraphs (c), (d), (e) and (f) of Section 1.2 of the Credit
Agreement shall be applicable to this Agreement. References to "Sections",
"Exhibits" and "Schedules" shall be to Sections, Exhibits and Schedules,
respectively, of this Agreement unless otherwise specifically provided. Any of
the terms defined in this Section 1 may, unless the context otherwise requires,
be used in the singular or the plural depending on the reference. All references
to statutes and related regulations shall include (unless otherwise specifically
provided herein) any amendments of same and any successor statutes and
regulations.

         Section 2. GUARANTEE

                  2.01. GUARANTEE. (a) Each of the Guarantors hereby, jointly
and severally, unconditionally and irrevocably, guarantees to the Administrative
Agent, for the ratable benefit of the Secured Parties and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations.

                           (b) Anything herein or in any other Loan Document to
the contrary notwithstanding, the maximum liability of each Guarantor hereunder
and under the other Loan Documents shall in no event exceed the amount which can


                                      -7-
<PAGE>

be guaranteed by such Guarantor under applicable federal, state and other laws
relating to the insolvency of debtors (after giving effect to the right of
contribution established in Section 2.02).

                           (c) Each Guarantor agrees that the Borrower
Obligations may at any time and from time to time exceed the amount of the
liability of such Guarantor hereunder without impairing the guarantee contained
in this Section 2 or affecting the rights and remedies of any Secured Party
hereunder.

                           (d) The guarantee contained in this Section 2 shall
remain in full force and effect until all the Borrower Obligations and Guarantor
Obligations shall have been Fully Satisfied notwithstanding that from time to
time during the term of the Credit Agreement the Borrower may be free from any
Borrower Obligations.

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

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

                  2.03. SUBROGATION. Notwithstanding any payment made by any
Guarantor hereunder or any set-off or application of funds of any Guarantor by
any Secured Party, no Guarantor shall be entitled to be subrogated to any of the
rights of any Secured Party against the Borrower or any other Guarantor or
Grantor or any collateral security or guarantee or right of offset held by any
Secured Party for the payment of the Borrower Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Borrower or any other Guarantor or Grantor in respect of payments made by such
Guarantor hereunder, until all Borrower Obligations are Fully Satisfied.. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Borrower Obligations shall not have been Fully
Satisfied, such amount shall be held by such Guarantor in trust for the Secured
Parties, segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Administrative Agent in
the exact form received by such Guarantor (duly endorsed by such Guarantor to
the Administrative Agent, if required), to be applied against the Borrower
Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.



                                      -8-
<PAGE>

                  2.04. AMENDMENTS, ETC. WITH RESPECT TO THE BORROWER
OBLIGATIONS. Each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without notice
to or further assent by any Guarantor, any demand for payment of any of the
Borrower Obligations made by any Secured Party may be rescinded by such Secured
Party and any of the Borrower Obligations continued, and the Borrower
Obligations, or the liability of any other Person upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
any Secured Party, and the Credit Agreement and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative
Agent (or the Requisite Lenders under the Credit Agreement or all Lenders, as
the case may be) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by any Secured Party for
the payment of the Borrower Obligations may be sold, exchanged, waived,
surrendered or released. No Secured Party shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Borrower Obligations or for the guarantee contained in this Section 2 or any
property subject thereto.

                  2.05. GUARANTEE ABSOLUTE AND UNCONDITIONAL. Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations and notice of or proof of reliance by any Secured
Party upon the guarantee contained in this Section 2 or acceptance of the
guarantee contained in this Section 2; the Borrower Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 2; and all dealings between the Borrower and any of
the Guarantors, on the one hand, and the Secured Parties, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Section 2. Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower or any of the Guarantors with respect to the
Borrower Obligations. Each Guarantor understands and agrees that the guarantee
contained in this Section 2 shall be construed as a continuing, absolute and
unconditional guarantee of payment and performance without regard to (a) the
validity or enforceability of the Credit Agreement or any other Loan Document,
any of the Borrower Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by any Secured Party, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance hereunder) which may at any time be
available to or be asserted by the Borrower or any other Person against any
Secured Party, or (c) any other circumstance whatsoever (with or without notice
to or knowledge of the Borrower or such Guarantor) which constitutes, or might
be construed to constitute, an equitable or legal discharge of the Borrower for
the Borrower Obligations, or of such Guarantor under the guarantee contained in
this Section 2, in bankruptcy or in any other instance. When making any demand
hereunder or otherwise pursuing its rights and remedies hereunder against any
Guarantor, any Secured Party may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have
against the Borrower, any other Guarantor or any other Person or against any
collateral security or guarantee for the Borrower Obligations or any right of
offset with respect thereto, and any failure by any Secured Party to make any
such demand, to pursue such other rights or remedies or to collect any payments
from the Borrower, any other Guarantor or any other Person or to realize upon
any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Borrower, any other Guarantor or any other Person


                                      -9-
<PAGE>

or any such collateral security, guarantee or right of offset, shall not relieve
any Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of any Secured Party against any Guarantor. For the purposes
hereof, "demand" shall include the commencement and continuance of any legal
proceedings.

                  2.06. REINSTATEMENT. The guarantee contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Borrower Obligations is
rescinded or must otherwise be restored or returned by any Secured Party upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any Guarantor or any substantial part of its property, or otherwise,
all as though such payments had not been made.

                  2.07. PAYMENTS. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars in immediately available funds at the office of the
Administrative Agent located at the Payment Office specified in the Credit
Agreement and that all such payments will be subject to the provisions of
Section 2.20 of the Credit Agreement.

        Section 3. GRANT OF SECURITY INTEREST.

         Each Grantor hereby grants to the Administrative Agent, for the ratable
benefit of the Secured Parties, a security interest in and mortgage on, all of
the following property now owned or at any time hereafter acquired by such
Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest (collectively, the "COLLATERAL"), as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Secured
Obligations

                  a. all accounts, including health-care receivables;

                  b. all chattel paper, whether tangible or electronic;

                  c. all deposit accounts, all claims now or hereafter arising
therefrom, all funds now or hereafter therein and all amounts now or hereafter
credited thereto;

                  d. all goods;

                  e. all documents;

                  f. all equipment;

                  g. all fixtures;

                  h. all general intangibles, including all payment intangibles;

                  i. all instruments;

                  j. all Intellectual Property;

                  k. all inventory;

                  l. all Investment Property;



                                      -10-
<PAGE>

                  m. all Leases;

                  n. all letter-of-credit rights;

                  o. all money;

                  p. all supporting obligations;

                  q. all tort claims;

                  r. all other property not otherwise described above;

                  s. all bank accounts, all claims now or hereafter arising
therefrom, all funds now or hereafter held therein, all amounts now or hereafter
credited thereto and all certificates and instruments, if any, from time to time
representing or evidencing such bank accounts;

                  t. all books and records pertaining to the Collateral; and

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

         Notwithstanding the foregoing, none of the Excluded Assets shall, to
the extent and for so long as they are Excluded Assets, constitute Collateral.
If at any time, by reason of any change in law or the receipt of any required
consent or otherwise, (i) any FCC License that was an Excluded Asset ceases to
meet the conditions set forth in clause (a) of the definition of "Excluded
Assets" found in Section 1 of this Agreement or (ii) any General Intangible that
was an Excluded Asset ceases to meet the conditions set forth in the definition
of "Excluded Assets" found in Section 1 of this Agreement, then such FCC License
or general intangible, as the case may be, shall immediately and automatically
cease to be an Excluded Asset and the security interest herein granted shall
immediately and automatically attach thereto without necessity of any further
act or deed by any Grantor.

         Section 4. AUTHORIZATION TO FILE FINANCING STATEMENTS. Each Grantor
hereby irrevocably authorizes the Administrative Agent at any time and from time
to time to file in any jurisdiction in which the UCC has been adopted any
initial financing statements and amendments thereto that (a) indicate the
Collateral (i) as all assets of such Grantor or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls
within the scope of Article 9 of the NYUCC or such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and (b) contain any
other information required by part 5 of Article 9 of the UCC for the sufficiency
or filing office acceptance of any initial financing statement or amendment,
including (i) whether such Grantor is an organization, the type of organization
and any organization identification number issued to such Grantor and, (ii) in
the case of a financing statement filed as a fixture filing or indicating
Collateral as timber to be cut or as-extracted collateral, a sufficient
description of real property to which such Collateral relates. Each Grantor
agrees to furnish any such information to the Administrative Agent promptly upon
request. Each Grantor also ratifies its authorization for the Administrative
Agent to have filed in any UCC jurisdiction any like initial financing
statements or amendments thereto if filed prior to the date hereof.



                                      -11-
<PAGE>

         Section 5. RELATION TO OTHER SECURITY DOCUMENTS.

                  5.01. REAL ESTATE DOCUMENTS. The provisions of this Agreement
supplement the provisions of any real estate mortgage or deed of trust granted
by any Grantor to the Administrative Agent and securing the payment or
performance of any of the Secured Obligations. Nothing contained in any such
real estate mortgage or deed of trust shall derogate from any of the rights or
remedies of the Administrative Agent or any Secured Party hereunder.

                  5.02. PATENT AND TRADEMARK SECURITY AGREEMENT SUPPLEMENTS.
Concurrently herewith certain of the Grantors are executing and delivering to
the Administrative Agent for recording in the PTO the Trademark Security
Agreement Supplement. There are no Patents owned by any Grantor as of the
Closing Date. After the Closing Date one or more Grantors may execute and
deliver to the Administrative Agent for recording in the PTO one or more Patent
Security Agreement Supplements or Trademark Security Agreement Supplements. The
provisions of any such Patent Security Agreement Supplement or the current or
any such future Trademark Security Agreement Supplement are supplemental to the
provisions of this Agreement. Nothing contained in any such Patent Security
Agreement Supplement or the current or any such future Trademark Security
Agreement Supplement shall derogate from any of the rights or remedies of the
Secured Party hereunder, nor shall anything contained in any such Patent
Security Agreement Supplement or the current or any such future Trademark
Security Agreement Supplement be deemed to prevent or extend the time of
attachment or perfection of any Security Interest in such Collateral created
hereby.

                  5.03. COPYRIGHT SECURITY AGREEMENT SUPPLEMENT. There are no
Copyrights owned by any Grantor as of the Closing Date. In the event that after
the Closing Date any Grantor executes and delivers to the Administrative Agent
for recording in the Copyright Office a Copyright Security Agreement Supplement,
the provisions of any such Copyright Security Agreement Supplement will be
supplemental to the provisions of this Agreement. Nothing contained in any such
Copyright Security Agreement Supplement shall derogate from any of the rights or
remedies of the Secured Party hereunder, nor shall anything contained in any
such Copyright Security Agreement Supplement be deemed to prevent or extend the
time of attachment or perfection of any Security Interest in such Collateral
created hereby.

        Section 6. REPRESENTATIONS AND WARRANTIES. To induce the Arranger, the
Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Borrower thereunder, each Grantor
hereby represents and warrants to the Secured Parties that:

                  6.01. GRANTORS' LEGAL STATUS. (a) Such Grantor is an
organization as set forth in the Perfection Certificate; (b) if the Grantor is
an organization, such organization is of the type, and is organized in the
jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection
Certificate sets forth such Grantor's organizational identification number or
states that such Grantor has none.

                  6.02. GRANTORS' LEGAL NAMES. Such Grantor's exact legal name
is that set forth on the Perfection Certificate and on the signature page
hereof.

                  6.03. GRANTORS' LOCATIONS. The Perfection Certificate sets
forth such Grantor's place of business or (if it has more than one place of
business) its chief executive office, as well as its mailing address if
different. Such Grantor's place of business or (if it has more than one place of


                                      -12-
<PAGE>

business) its chief executive office (if such Grantor is an organization) is
located in a jurisdiction that has adopted the UCC or whose laws generally
require that information concerning the existence of nonpossessory security
interests be made generally available in a filing, recording or registration
system as a condition or result of the security interest obtaining priority over
the rights of a lien creditor with respect to the collateral.

                  6.04. REPRESENTATIONS IN THE CREDIT AGREEMENT. In the case of
each Guarantor, the representations and warranties set forth in Section 4 of the
Credit Agreement as they relate to such Guarantor or to the Loan Documents to
which such Guarantor is a party, each of which is hereby incorporated herein by
reference, are true and correct in all material respects, and the Secured
Parties shall be entitled to rely on each of them as if they were fully set
forth herein, provided that each reference in each such representation and
warranty to the Borrower's knowledge shall, for the purposes of this Section
6.04, be deemed to be a reference to such Guarantor's knowledge.

                  6.05. TITLE TO COLLATERAL. The Collateral of such Grantor is
owned by such Grantor free and clear of any Lien, except for Liens expressly
permitted pursuant to the Credit Agreement. Such Grantor has not filed or
consented to the filing of (a) any financing statement or analogous document
under the UCC or any other applicable laws covering any of its Collateral, (b)
any assignment in which such Grantor assigns any Collateral or any security
agreement or similar instrument covering any Collateral with the PTO or the
Copyright Office or (c) any assignment in which such Grantor assigns any
Collateral or any security agreement or similar instrument covering any
Collateral with any foreign governmental, municipal or other office, which
financing statement or analogous document, assignment, security agreement or
similar instrument is still in effect, except, in each case, with respect to
Liens expressly permitted pursuant to the Credit Agreement.

                  6.06. NATURE OF COLLATERAL. None of the Collateral of such
Grantor constitutes, or is the proceeds of, farm products and none of the
Collateral has been purchased or will be used by such Grantor primarily for
personal, family or household purposes, and as of the Closing Date, except as
indicated in the Perfection Certificate and as of any date of any Perfection
Supplement, except as indicated in such Perfection Supplement or in the
Perfection Certificate:

                           (a) none of the account debtors or other persons
obligated on any of the Collateral of such Grantor is a governmental authority
subject to the Federal Assignment of Claims Act or like federal, state or local
statute or rule in respect of such Collateral;

                           (b) such Grantor holds no commercial tort claims;

                           (c) such Grantor has no deposit accounts or other
bank accounts;

                           (d) such Grantor owns no motor vehicles;

                           (e) such Grantor has no securities accounts or
securities entitlements or commodities accounts or commodities contracts;

                           (f) such Grantor holds no interest in, title to or
power to transfer, any Patents, Patent Licenses, Trademarks, Trademark Licenses,
Trade Secrets, Trade Secret Licenses, Copyrights or Copyright Licenses; and



                                      -13-
<PAGE>

                           (g) such Grantor holds no interest in, title to or
power to transfer any Intellectual Property that is eligible for registration in
the PTO or the Copyright Office.

                  6.07. COMPLIANCE WITH LAWS. Such Grantor has at all times
operated its business in compliance with all Requirements of Law, except as
could not reasonably be expected to have a Material Adverse Effect..

                  6.08. VALIDITY OF SECURITY INTEREST. Except with respect to
assets which in the aggregate for all Grantors do not have a value exceeding
$200,000, (a) the Security Interest granted by such Grantor constitutes a legal
and valid security interest in all of the Collateral of such Grantor securing
the payment and performance of the Secured Obligations and (b) upon the giving
of value, the filing of financing statements describing the Collateral in the
offices listed on the Perfection Certificate, the recording in the PTO of the
Trademark Security Agreement Supplement and the Patent Security Agreement
Supplement and in the Copyright Office of the Copyright Security Agreement
Supplement, and the taking of all applicable actions in respect of perfection
contemplated by Sections 7.06, 7.07, 7.08, 7.09, 7.10, 7.11 and 7.12 in respect
of Collateral (in which a security interest cannot be perfected by the filing of
a financing statement or such recordings in the PTO or the Copyright Office),
the Security Interest will be valid, enforceable and perfected in all Collateral
of such Grantor in which a security interest can be perfected by the Secured
Party filing a financing statement, taking possession or obtaining control under
the UCC. The Security Interest is and shall be prior to any other Lien on the
Collateral, other than Liens expressly permitted to be prior to the Security
Interest under the Credit Agreement.

                  6.09. PERFECTION CERTIFICATE; INTELLECTUAL PROPERTY FILINGS.

                           (a) All information set forth on the Perfection
Certificate is, and all information set forth on each Perfection Supplement
shall be, accurate and complete.

                           (b) A fully executed Patent Security Agreement
Supplement, Trademark Security Agreement Supplement and a Copyright Security
Agreement Supplement containing a description of all Collateral of such Grantor
consisting of United States Patents and United States registered Trademarks (and
Trademarks for which United States registration applications are pending) and
United States registered Copyrights have been delivered to the Secured Party for
recording by the PTO and the Copyright Office, as necessary, pursuant to 35
U.S.C. ss. 261, 15 U.S.C. ss. 1060 or 17 U.S.C. ss. 205 and the regulations
thereunder, as applicable.

                6.10. INVESTMENT PROPERTY.

                           (a) The shares of Pledged Stock pledged by such
Grantor hereunder constitute all of the issued and outstanding shares of all
classes of the Capital Stock of each Issuer owned by such Grantor or, in the
case of Excluded Foreign Subsidiary Voting Stock, 65% of the outstanding
Excluded Foreign Subsidiary Voting Stock of each relevant Issuer.

                           (b) All the shares of the Pledged Stock pledged by
such Grantor have been duly and validly issued and are fully paid and
nonassessable.

                           (c) The terms of any uncertificated limited liability
company interests and partnership interests included in the Pledged Stock
expressly provide that they are securities governed by Article 8 of the Uniform
Commercial Code in effect from time to time in the "issuer's jurisdiction" of


                                      -14-
<PAGE>

each Issuer thereof (as such term is defined in the UCC in effect in such
jurisdiction).

                           (d) Such Grantor is the record and beneficial owner
of, and has good and marketable title to, the Pledged Securities pledged by it
hereunder, free of any and all Liens or options in favor of, or claims of, any
other Person, except the Security Interest created by this Agreement.

                  6.11. RECEIVABLES. No amount exceeding $250,000 and payable to
such Grantor under or in connection with any Receivable is evidenced by any
instrument or chattel paper which has not been delivered to the Administrative
Agent.

        Section 7. COVENANTS. Each Grantor covenants and agrees with the
Administrative Agent, in each case at such Grantor's own cost and expense, as
follows.

                  7.01. GRANTORS' LEGAL STATUS. Such Grantor shall not change
its type of organization, jurisdiction of organization or other legal structure
except, upon not less than ten (10) days' prior written notice to the
Administrative Agent.

                  7.02. GRANTORS' NAMES. Such Grantor shall not change its name,
except upon not less than ten (10) days' prior written notice to the
Administrative Agent.

                  7.03. GRANTORS' ORGANIZATIONAL NUMBERS. Without providing at
least thirty (30) days' prior written notice to the Administrative Agent, such
Grantor shall not change its organizational identification number if it has one.
If such Grantor does not have an organizational identification number and later
obtains one, such Grantor shall forthwith notify the Administrative Agent of
such organizational identification number.

                  7.04. LOCATIONS. Without providing at least thirty (30) days'
prior written notice to the Administrative Agent, such Grantor shall not (a)
change its place of business or (if it has more than one place of business) its
chief executive office and shall promptly notify the Administrative Agent of any
new location of Collateral owned by the Borrower or a Domestic Subsidiary
thereof that is not set forth on a Perfection Certificate or Perfection
Supplement.

                  7.05. COVENANTS IN CREDIT AGREEMENT. Each Guarantor shall
take, or shall refrain from taking, as the case may be, each action that is
necessary to be taken or not taken, as the case may be, so that no Default or
Event of Default is caused by the failure to take such action or to refrain from
taking such action by such Guarantor or any of its Subsidiaries.

                  7.06. PROMISSORY NOTES AND TANGIBLE CHATTEL PAPER. If such
Grantor, together with the other Grantors, shall at any time hold or acquire any
promissory notes or tangible chattel paper in an aggregate principal amount of
more than $250,000, such Grantor shall forthwith endorse, assign and deliver the
same to the Administrative Agent, accompanied by such instruments of transfer or
assignment duly executed in blank as the Administrative Agent may from time to
time specify to be held by the Administrative Agent as Collateral pursuant to
this Agreement.

                  7.07. DEPOSIT ACCOUNTS. For each deposit account that such
Grantor at any time opens or maintains, such Grantor shall, at the
Administrative Agent's request and option, either (a) cause the Depository bank


                                      -15-
<PAGE>

to enter into a written agreement or other authenticated record with the
Administrative Agent, in form and substance reasonably satisfactory to the
Administrative Agent, pursuant to which such Depository bank shall agree, among
other things, to comply at any time with instructions from the Administrative
Agent to such Depository bank directing the disposition of funds from time to
time credited to such deposit account, without further consent of the Grantor
such agreement to be substantially in the form of EXHIBIT E or such other form
as the Administrative Agent shall approve, or (b) arrange for the Administrative
Agent to become the customer of the Depository bank with respect to the deposit
account; PROVIDED, HOWEVER, that notwithstanding the foregoing, the requirements
of this Section 7.07 shall not apply to (i) any payroll account maintained by
any Grantor (and each Grantor agrees not to deposit in any payroll account
maintained by it any funds, except funds needed at the time of deposit (or
within three days thereafter) to meet payroll needs of such Grantor), (ii) any
deposit account maintained by any Grantor as of the Closing Date and listed on
Schedule 7.07(a) until the date sixty (60) days following the Closing Date,
(iii) any deposit account maintained by any Grantor as of the Closing Date and
listed on Schedule 7.07(b) until the date ninety (90) days following the Closing
Date or (iv) deposit account number 4072007856 maintained by the Borrower and
Juan Rodriguez DTD with Wachovia Bank, N.A.

                  7.08. INVESTMENT PROPERTY.

                           (a) If any of the Collateral shall be or become
evidenced or represented by an uncertificated security, such Grantor shall cause
the Issuer thereof either (i) to register the Administrative Agent as the
registered owner of such uncertificated security, upon original issue or
registration of transfer or (ii) to agree in writing with such Grantor and the
Administrative Agent that such Issuer will comply with instructions with respect
to such uncertificated security originated by the Administrative Agent without
further consent of such Grantor, such agreement to be in substantially the form
of EXHIBIT F or such other form as the Administrative Agent shall approve.

                           (b) If any of the Collateral shall be or become
evidenced or represented by a security entitlement, such Grantor shall cause the
securities intermediary with respect to such security entitlement either (i) to
identify in its records the Administrative Agent as having such security
entitlement against such securities intermediary or (ii) to agree in writing
with such Grantor and the Administrative Agent that such securities intermediary
will comply with entitlement orders originated by the Administrative Agent
without further consent of such Grantor, such agreement to be in substantially
the form of EXHIBIT G or such other form as the Administrative Agent shall
approve.

                           (c) If any of the Collateral shall be or become
evidenced or represented by a commodity contract, such Grantor shall cause the
commodity intermediary with respect to such commodity contract to agree in
writing with such Grantor and the Administrative Agent that such commodity
intermediary will apply any value distributed on account of such commodity
contract as directed by the Administrative Agent without further consent of such
Grantor, such agreement to be in substantially the form of EXHIBIT H or such
other form as the Administrative Agent shall approve.

                           (d) If any of the Collateral shall be or become
evidenced or represented by or held in a securities account or a commodity
account, such Grantor shall, in the case of a securities account, comply with
subsection (b) of this Section 7.08 with respect to all security entitlements
carried in such securities account and, in the case of a commodity account,


                                      -16-
<PAGE>

comply with subsection (c) of this Section 7.08 with respect to all commodity
contracts carried in such commodity account.

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

                           (f) Subject to Section 7.08(h) hereof, such Grantor
shall be entitled:

                                    (i) to exercise, as it shall think fit, but
in a manner not inconsistent with the terms hereof, the voting power with
respect to the Pledged Stock of such Grantor, and for that purpose the
Administrative Agent shall (if any Pledged Stock shall be registered in the name
of the Administrative Agent or its nominee) execute or cause to be executed from
time to time, at the expense of such Grantor, such proxies or other instruments
in favor of such Grantor or its nominee, in such form and for such purposes as
shall be reasonably required by such Grantor and shall be specified in a written
request therefor, to enable it to exercise such voting power with respect to the
Pledged Stock; and

                                    (ii) except as otherwise provided in
paragraphs (g) and (h) of this Section 7.08, to receive and retain for its own
account any and all payments made in respect of the Pledged Securities to the
extent such are permitted pursuant to the terms of the Credit Agreement.

                           (g) Any sums paid upon or in respect of the Pledged
Securities upon the liquidation or dissolution of any Issuer shall be paid over
to the Administrative Agent to be held by it hereunder as additional collateral
security for the Secured Obligations, and in case any distribution of capital
shall be made on or in respect of the Pledged Securities or any property shall
be distributed upon or with respect to the Pledged Securities pursuant to the
recapitalization or reclassification of the capital of any Issuer or pursuant to
the reorganization thereof, the property so distributed shall, unless otherwise
subject to a perfected security interest in favor of the Administrative Agent,
be delivered to the Administrative Agent to be held by it hereunder as
additional collateral security for the Secured Obligations. If any sums of money
or property so paid or distributed in respect of the Pledged Securities shall be
received by such Grantor, such Grantor shall, until such money or property is
paid or delivered to the Administrative Agent, hold such money or property in
trust for the Secured Parties, segregated from other funds of such Grantor, as
additional collateral security for the Secured Obligations.

                           (h) Upon the occurrence and during the continuance of
any Event of Default and following a single written notice thereof from the
Administrative Agent to the Borrower referring to this Section 7.08(h), all
rights of such Grantor to exercise or refrain from exercising the voting and


                                      -17-
<PAGE>

other consensual rights that it would otherwise be entitled to exercise pursuant
to Section 7.08(f)(i) hereof and to receive the payments pursuant to Section
7.08(f)(ii) hereof shall cease, and thereupon the Administrative Agent shall be
entitled to exercise all voting power with respect to the Pledged Securities and
to receive and retain, as additional collateral hereunder, any and all such
payments any time declared or paid upon any of the Pledged Securities during
such an Event of Default and otherwise to act with respect to the Pledged
Securities as outright owner thereof.

                           (i) At any time and from time to time with respect to
Pledged Securities other than Pledged Stock of a Subsidiary of the Borrower and
at any time and from time to time during the continuance of an Event of Default
with respect to Pledged Stock of a Subsidiary of the Borrower, the
Administrative Agent may cause all or any of the Pledged Securities to be
transferred to or registered in its name or the name of its nominee or nominees.

                           (j) Without the prior written consent of the
Administrative Agent, such Grantor will not (i) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, any of
the Investment Property or Proceeds thereof or any interest therein (except
pursuant to a transaction permitted by the Credit Agreement), (ii) create, incur
or permit to exist any Lien or option in favor of, or any claim of any Person
with respect to, any of the Investment Property or Proceeds thereof, or any
interest therein, except for the Security Interests created by this Agreement
and except for non-consensual Liens permitted by the Credit Agreement, or (iii)
enter into any agreement or undertaking expressly restricting the foreclosure of
the Administrative Agent's Security Interest in any of the Investment Property
or Proceeds thereof or any interest therein.

                           (k) In the case of each Grantor which is an Issuer,
such Issuer agrees that (i) it will be bound by the terms of this Agreement
relating to the Pledged Securities issued by it and will comply with such terms
insofar as such terms are applicable to it, (ii) it will notify the
Administrative Agent promptly in writing of the occurrence of any of the events
described in Section 7.08(e) or Section 7.08(g) with respect to the Pledged
Securities issued by it and (iii) the terms of Section 13.04(c) shall apply to
it, mutatis mutandis, with respect to all actions that may be required of it
with respect to the Pledged Securities issued by it. Each Grantor which is an
Issuer consents to the grant of a Security Interest in Capital Stock of such
Issuer the exercise of rights by the Administrative Agent in respect of such
Capital Stock, including (to the extent permitted hereunder) the foreclosure
thereon and the Administrative Agent, its nominee or transferee becoming a
partner or member of any such Issuer that is a partnership or limited liability
company.

                  7.09. COLLATERAL IN THE POSSESSION OF A BAILEE. If any goods
with a value in excess of $50,000 are at any time in the possession of a bailee,
such Grantor shall promptly notify the Administrative Agent thereof and, if
requested by the Administrative Agent, shall promptly obtain an acknowledgement
from such bailee, in form and substance reasonably satisfactory to the
Administrative Agent, that such bailee holds such Collateral for the benefit of
the Secured Parties.

                  7.10. ELECTRONIC CHATTEL PAPER AND TRANSFERABLE RECORDS. If
such Grantor, together with the other Grantors, shall at any time hold or
acquire interests in any electronic chattel paper or any "transferable record,"
as that term is defined in Section 201 of the federal Electronic Signatures in
Global and National Commerce Act, or in Section 16 of the Uniform Electronic


                                      -18-
<PAGE>

Transactions Act as in effect in any relevant jurisdiction, in excess of
$250,000 in the aggregate, such Grantor shall promptly notify the Administrative
Agent thereof and, at the request of the Administrative Agent, shall take such
action as the Administrative Agent may reasonably request to vest in the
Administrative Agent control, under Section 9-105 of the UCC, of such electronic
chattel paper or control under Section 201 of the federal Electronic Signatures
in Global and National Commerce Act or, as the case may be, Section 16 of the
Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of
such transferable record. The Administrative Agent agrees with such Grantor that
the Administrative Agent shall arrange, pursuant to procedures reasonably
satisfactory to the Administrative Agent and so long as such procedures will not
result in the Administrative Agent's loss of control, for such Grantor to make
alterations to the electronic chattel paper or transferable record permitted
under Section 9-105 of the UCC or, as the case may be, Section 201 of the
federal Electronic Signatures in Global and National Commerce Act or Section 16
of the Uniform Electronic Transactions Act, unless an Event of Default has
occurred and is continuing or would occur after taking into account any action
by such Grantor with respect to such electronic chattel paper or transferable
record.

                  7.11. LETTER-OF-CREDIT RIGHTS. If such Grantor, together with
the other Grantors, shall at any time be beneficiaries under one or more letters
of credit, now or hereafter issued, having aggregate undrawn amounts of more
than $250,000, such Grantor shall promptly notify the Administrative Agent
thereof and, at the request and option of the Administrative Agent, such Grantor
shall either (a) arrange, for the issuer and any nominated person with respect
to such letter of credit to consent, pursuant to an agreement or other
authenticated record with and in the form of EXHIBIT I or in such other form and
in substance satisfactory to the Administrative Agent, to an assignment to the
Secured Party of the proceeds of any drawing under the letter of credit or (b)
arrange for the Administrative Agent to become the transferee beneficiary of the
letter of credit.

                  7.12. COMMERCIAL TORT CLAIMS. If such Grantor shall at any
time hold or acquire a commercial tort claim, such Grantor shall immediately
notify the Administrative Agent in a writing signed by such Grantor of the brief
details thereof and grant to the Secured Parties in such writing a security
interest therein and in the proceeds thereof, all upon the terms of this
Agreement, with such writing to be in form and substance reasonably satisfactory
to the Administrative Agent.

                  7.13. INTELLECTUAL PROPERTY.

                           (a) Except in any respect that would not materially
impair the right, power, authority and ability of the Grantors to use their
intellectual property as necessary or convenient for the profitable conduct of
their businesses and would not reasonably be expected to have a Material Adverse
Effect:

                                    (i) Such Grantor (either itself or through
licensees) will (A) continue to use each material Trademark on each and every
trademark class of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain such Trademark
in full force free from any claim of abandonment for non-use, (B) maintain as in
the past the quality of products and services offered under such Trademark and
take all necessary steps to ensure that all licensed users of such Trademark
maintain as in the past such quality, (C) use such Trademark with the
appropriate notice of registration and all other notices and legends required by
applicable Requirements of Law, (D) not adopt or use any mark which is
confusingly similar or a colorable imitation of such Trademark unless the
Administrative Agent, for the ratable benefit of the Secured Parties, shall


                                      -19-
<PAGE>

obtain a perfected security interest in such mark pursuant to this Agreement and
the Intellectual Property Security Agreement, and (E) not (and not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby such Trademark may become invalidated or impaired in any way.

                                    (ii) Such Grantor (either itself or through
licensees) will not do any act, or omit to do any act, whereby any material
Patent may become forfeited, abandoned or dedicated to the public.

                                    (iii) Such Grantor (either itself or through
licensees) (A) will employ each material Copyright and (B) will not (and will
not permit any licensee or sublicensee thereof to) do any act or knowingly omit
to do any act whereby any material portion of the Copyrights may become
invalidated or otherwise impaired. Such Grantor will not (either itself or
through licensees) do any act whereby any material portion of the Copyrights may
fall into the public domain.

                                    (iv) Such Grantor (either itself or through
licensees) will not do any act that knowingly uses any material Intellectual
Property to infringe the intellectual property rights of any other Person.

                                    (v) Such Grantor (either itself or through
licensees) will use proper statutory notice in connection with the use of each
material Patent, Trademark and Copyright included in the Intellectual Property.

                                    (vi) Such Grantor will take all reasonable
and necessary steps, including, without limitation, in any proceeding before the
PTO, the Copyright Office or any similar office or agency in any other country
or any political subdivision thereof, to maintain and pursue each application
(and to obtain the relevant registration) and to maintain each registration of
material Intellectual Property, including, without limitation, the payment of
required fees and taxes, the filing of responses to office actions issued by the
PTO and the Copyright Office, the filing of applications for renewal or
extension, the filing of affidavits of use and affidavits of incontestability,
the filing of divisional, continuation, continuation-in-part, reissue, and
renewal applications or extensions, the payment of maintenance fees, and the
participation in interference, reexamination, opposition, cancellation,
infringement and misappropriation proceedings.

                                    (vii) Such Grantor (either itself or through
licensees) will not, without the prior written consent of the Administrative
Agent, discontinue use of or otherwise abandon any Intellectual Property or
abandon any right to file an application for letters patent, trademark, or
copyright, unless such Grantor shall have previously determined that such use or
the pursuit or maintenance of such Intellectual Property is no longer desirable
in the conduct of such Grantor's business and that the loss thereof could not
reasonably be expected to have a Material Adverse Effect and, in which case,
such Grantor shall give prompt notice of any such abandonment to the
Administrative Agent in accordance herewith.

                                    (viii) In the event that any material
Intellectual Property is infringed, misappropriated or diluted by a third party,
such Grantor shall (A) take such actions as such Grantor shall reasonably deem
appropriate under the circumstances to protect such Intellectual Property and
(B) if such Intellectual Property is of material economic value, promptly notify
the Administrative Agent after it learns thereof and sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution.



                                      -20-
<PAGE>

                                    (ix) Such Grantor will do all things that
are necessary and proper within such Grantor's power and control to keep each
license of Intellectual Property held by such Grantor as licensee or licensor in
full force and effect except to the extent that (A) such Grantor has reasonably
determined that the failure to keep any such license in full force and effect
could not be reasonably expected to have a Material Adverse Effect or (B) any
such license would expire by its terms or is terminable at will by a Person
other than Grantor.

                                    (x) In the event that such Grantor shall
create any nonexclusive license in any Trademark, Copyright, Patent or other
Intellectual Property or General Intangible, in each case owned by or licensed
to such Grantor (whether pursuant to a local marketing agreement, time
broadcasting agreement or otherwise) and such license is (x) for a duration of
more than eighteen (18) months, (y) not terminable at the option of such Grantor
and (z) not by its terms expressly subject and subordinate to the Security
Interest, then, and in any such event, such license shall constitute a
Disposition of the licensed property. In the event such Grantor creates any
license in Trademark, Copyright, Patent, other Intellectual Property or General
Intangible owned by or licensed to such Grantor that does not meet the
requirements of the immediately preceding sentence, such license shall not
constitute a Disposition of such Trademark, Copyright, Patent, other
Intellectual Property or General Intangible.

                           (b) Such Grantor will notify the Administrative Agent
immediately if it knows, or has reason to know, that any registration relating
to any material Intellectual Property has been or could reasonably be expected
to be forfeited, abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution of,
or any such determination or development in, any proceeding in the PTO, the
Copyright Office or any court or tribunal in any country) regarding such
Grantor's ownership of, or the validity of, any material Intellectual Property
or such Grantor's right to register the same or to own and maintain the same.

                           (c) Whenever such Grantor, either by itself or
through any agent, employee, licensee or designee, shall file an application for
the registration of any Intellectual Property with the PTO, the Copyright Office
or any similar office or agency in any other country or any political
subdivision thereof, such Grantor shall report such filing to the Administrative
Agent within five Business Days after the last day of the fiscal quarter in
which such filing occurs. Upon request of the Administrative Agent, such Grantor
shall execute and deliver, and have recorded, any and all agreements,
instruments, documents, and papers as the Administrative Agent may request to
evidence the Secured Parties' Security Interest in any Copyright, Patent,
Trademark or other Intellectual Property and the goodwill and general
intangibles of such Grantor relating thereto or represented thereby.

                           (d) Such Grantor agrees that, should it obtain an
ownership interest in any item of Intellectual Property which is not now a part
of the Intellectual Property Collateral (the "AFTER-ACQUIRED INTELLECTUAL
PROPERTY"), (i) the provisions of Section 3 shall automatically apply thereto,
(ii) any such After-Acquired Intellectual Property, and in the case of
trademarks, the goodwill of the business connected therewith or symbolized
thereby, shall automatically become part of the Collateral, (iii) it shall give
prompt (and, in any event within 15 days after the date of such acquisition)
written notice thereof to the Administrative Agent in accordance herewith, and


                                      -21-
<PAGE>

(iv) it shall provide the Administrative Agent promptly (and, in any event
within 15 days after the date of such acquisition) with an amended Perfection
Certificate and amended schedules to the applicable Intellectual Property
Security Agreement reflecting the acquisition of such After-Acquired
Intellectual Property. Such Grantor authorizes the Administrative Agent to
modify this Agreement by amending the Perfection Certificate and to modify the
schedules to the applicable Intellectual Property Security Agreement if such
Grantor fails to provide the Administrative Agent with satisfactory amended
schedules hereto or thereto within the time period required hereunder (and will
cooperate with the Administrative Agent in effecting any such amendment) to
include any After-Acquired Intellectual Property which becomes part of the
Intellectual Property Collateral under this Section, and to record any such
modified agreement with the PTO, the Copyright Office, or any other applicable
Governmental Authority.

                           (e) Such Grantor assumes all responsibility and
liability arising from the use of the Intellectual Property and hereby
indemnifies and holds the Secured Parties harmless from and against any claim,
suit, loss, damage or expense (including reasonable attorneys' fees arising out
of any alleged defect in any product manufactured, promoted or sold by such
Grantor (or any affiliate or subsidiary thereof) in connection with such
Intellectual Property or out of the manufacture, promotion, labeling, sale or
advertisement of any such product by such Grantor (or any affiliate or
subsidiary thereof).

                           (f) Such Grantor agrees to execute one or more
applicable Intellectual Property Security Agreements with respect to its
Intellectual Property in order to record the Security Interest granted herein to
the Administrative Agent for the ratable benefit of the Secured Parties with the
PTO, the Copyright Office, and any other applicable Governmental Authority.

                  7.14. MAINTENANCE OF COLLATERAL; COMPLIANCE WITH LAWS. (a)
Such Grantor shall keep the Collateral provided by it in good order and repair
and shall not use the same in violation of any Requirement of Law to the extent
that such violation could reasonably be expected to have a Material Adverse
Effect.

                  7.15. DISPOSITIONS OF COLLATERAL. Such Grantor shall not sell
or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral
provided by it or any interest therein except for dispositions permitted by the
Credit Agreement. In the event that such Grantor shall create any lease of any
personal property owned by or leased to such Grantor (whether pursuant to a
local marketing agreement, time broadcasting agreement or otherwise) and such
lease is (x) for a duration of more than eighteen (18) months, (y) not
terminable at the option of such Grantor and (z) not by its terms expressly
subject and subordinate to the Security Interest, then, and in any such event,
such lease shall constitute a Disposition of the leased property. In the event
such Grantor creates any lease in any personal property owned by or leased to
such Grantor that does not meet the requirements of the immediately preceding
sentence, such lease shall not constitute a Disposition of such personal
property.

                  7.16. MAINTENANCE OF INSURANCE. Such Grantor, at its sole cost
and expense, shall maintain or cause to be maintained insurance covering
physical loss or damage to the Collateral provided by it in accordance with the
Credit Agreement.

                  7.17. PERIODIC CERTIFICATION. From time to time on demand
(which demand, absent an Event of Default, shall be no more frequent that once
every four months) from the Administrative Agent, but in no event less
frequently than annually, such Grantor shall deliver to the Administrative Agent
a supplemental perfection certificate (each, a "PERFECTION SUPPLEMENT") executed
by such Grantor setting forth the information required pursuant to the
Perfection Certificate or confirming that there has been no change in such
information since the date of such certificate or the date of the most recent
certificate delivered pursuant to this Section 7.17.



                                      -22-
<PAGE>

                  7.18. OTHER ACTIONS AS TO ANY AND ALL COLLATERAL. Such Grantor
further agrees to take any other action reasonably requested by the
Administrative Agent to insure the attachment, perfection and first priority of,
and the ability of the Administrative Agent to enforce, the Security Interest in
any and all of the Collateral provided by such Grantor including, without
limitation, (a) executing, delivering and, where appropriate, filing financing
statements and amendments relating thereto under the UCC, to the extent, if any,
that such Grantor's signature thereon is required therefor; (b) causing the
Administrative Agent's name to be noted as secured party on any certificate of
title for a titled good if such notation is a condition to attachment,
perfection or priority of, or ability of the Administrative Agent to enforce,
the Security Interest in such Collateral; (c) complying with any provision of
any statute, regulation or treaty of the United States of America as to any
Collateral if compliance with such provision is a condition to the attachment,
perfection or priority of, or the ability of the Administrative Agent to
enforce, the Security Interest in such Collateral; (d) obtaining governmental
and other third party consents and approvals, including without limitation any
consent of any licensor, lessor or other person obligated on such Collateral;
(e) obtaining waivers from mortgagees, bailees, landlords and any other person
who has possession of or any interest in any Collateral or any real property on
which any such Collateral may be located, in form and substance satisfactory to
the Secured Party; (f) providing to the Administrative Agent "control" over such
Collateral, to the extent that perfection can only be achieved under the UCC by
control or where obtaining perfection by control provides more protection to the
Secured Parties that perfection by filing a financing statement; and (g) taking
all actions required by the UCC or by other law, as applicable in any relevant
UCC jurisdiction, or by other law as applicable in any foreign jurisdiction;
PROVIDED, HOWEVER, that nothing contained in paragraphs (d) or (e) shall require
such Grantor to pay any consideration (other than any governmental application,
processing, filing or recording fees) in order to obtain any consent or waiver
referred to in such paragraphs.

         Section 8. INSPECTION AND VERIFICATION. The Administrative Agent and
such Persons as the Administrative Agent may designate shall have the right, at
each Grantor's own cost and expense, to inspect the Collateral of such Grantor,
all records related thereto (and to make extracts and copies from such records)
and the premises upon which any of the Collateral of such Grantor is located, to
discuss such Grantor's affairs with the officers of such Grantor.

         Section 9. COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.

                  9.01. EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT. In its
discretion, the Administrative Agent may discharge taxes and other encumbrances
at any time levied or placed on any of the Collateral, make repairs thereto and
pay any necessary filing fees or, if the debtor fails to do so, insurance
premiums. Each Grantor agrees to reimburse the Administrative Agent on demand
for any and all expenditures so made, and all sums disbursed by the
Administrative Agent in connection with this Section 9.01, including reasonable
attorneys' fees, court costs, expenses and other charges relating thereto, shall
be payable, upon demand, by such Grantor to the Administrative Agent shall bear
interest at the per annum rate specified in Section 17 and shall constitute
additional Secured Obligations. The Administrative Agent shall have no
obligation to any Grantor to make any such expenditures, nor shall the making
thereof relieve any Grantor of any default.

                  9.02. ADMINISTRATIVE AGENT'S OBLIGATIONS AND DUTIES.

                           (a) Anything herein to the contrary notwithstanding,
each Grantor shall remain liable under each contract or agreement comprised in
the Collateral provided by it to be observed or performed by such Grantor


                                      -23-
<PAGE>

thereunder. Neither the Administrative Agent nor any other Secured Party shall
have any obligation or liability under any such contract or agreement by reason
of or arising out of this Agreement or the receipt by the Administrative Agent
or any other Secured Party of any payment relating to any of the Collateral, nor
shall the Administrative Agent or any other Secured Party be obligated in any
manner to perform any of the obligations of any Grantor under or pursuant to any
such contract or agreement, to make inquiry as to the nature or sufficiency of
any payment received by the Administrative Agent or any other Secured Party in
respect of the Collateral or as to the sufficiency of any performance by any
party under any such contract or agreement, to present or file any claim, to
take any action to enforce any performance or to collect the payment of any
amounts which may have been assigned to the Administrative Agent or any other
Secured Party or to which the Administrative Agent or any other Secured Party
may be entitled at any time or times.

                           (b) The Administrative Agent's sole duty with respect
to the custody, safe keeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the NYUCC or otherwise, shall be to deal with
such Collateral in the same manner as the Secured Party deals with similar
property for its own account.

                           (c) Neither the Administrative Agent, nor any other
Secured Party nor any of their respective officers, directors, partners,
employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the Secured Parties
hereunder are solely to protect the Secured Parties' interests in the Collateral
and shall not impose any duty upon any Secured Party to exercise any such
powers. The Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers, and neither they
nor any of their officers, directors, partners, employees, agents, attorneys and
other advisors, attorneys-in-fact or affiliates shall be responsible to any
Grantor for any act or failure to act hereunder, except to the extent that any
such act or failure to act is found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from their respective gross
negligence or willful misconduct.

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

                  9.03. DUTIES AS TO PLEDGED SECURITIES.

                           (a) With respect to any calls, conversions,
exchanges, redemptions, offers, tenders or similar matters relating to any such
Pledged Securities (herein called "EVENTS"), any duty in connection therewith
imposed on the Administrative Agent by applicable law shall be fully satisfied
if:

                                      -24-
<PAGE>

                                    (i) the Administrative Agent exercises
reasonable care to ascertain the occurrence and to give reasonable notice to the
applicable Grantor of any Events applicable to any Pledged Securities that are
registered and held in the name of Secured Party or its nominee;

                                    (ii) the Administrative Agent gives the
applicable Grantor reasonable notice of the occurrence of any Events of which
the Administrative Agent has received actual knowledge, which Events are
applicable to any securities that are in bearer form or are not registered and
held in the name of the Administrative Agent or its nominee (each Grantor
agreeing to give the Administrative Agent reasonable notice of the occurrence of
any Events of which such Grantor has knowledge, which Events are applicable to
any securities in the possession of the Administrative Agent); and

                                    (iii) the Administrative Agent endeavors to
take such action with respect to any of the Events as the applicable Grantor may
reasonably and specifically request in writing in sufficient time for such
action to be evaluated and taken or, if the Administrative Agent reasonably
believes that the action requested would adversely affect the value of the
Pledged Securities as collateral or the collection of the Secured Obligations,
or would otherwise prejudice the interests of any Secured Party, the
Administrative Agent gives reasonable notice to such Grantor that any such
requested action will not be taken and, if the Administrative Agent makes such
determination or if such Grantor fails to make such timely request, the
Administrative Agent takes such other action as it reasonably deems advisable in
the circumstances.

                           (b) Except as hereinabove specifically set forth,
neither the Administrative Agent nor any other Secured Party shall have any
further obligation to ascertain the occurrence of, or to notify any Grantor with
respect to, any Events and shall not be deemed to assume any such further
obligation as a result of the establishment by the Administrative Agent or any
other Secured Party of any internal procedures with respect to any securities in
its possession, nor shall the Administrative Agent or any other Secured Party be
deemed to assume any other responsibility for, or obligation or duty with
respect to, any Pledged Securities or its use of any nature or kind, or any
matter or proceedings arising out of or relating thereto, including, without
limitation, any obligation or duty to take any action to collect, preserve or
protect its or any Grantor's rights in the Pledged Securities or against any
prior parties thereto, but the same shall be at such Grantor's sole risk and
responsibility at all times.

                           (c) Nothing contained in this Section 9.03 shall be
deemed to create any obligation in respect of Events on the Administrative
Agent, the purpose of this Section 9.03 being solely to provide standards, in
the event that applicable law imposes any obligations on the Administrative
Agent as to Events.

                  9.04. USE OF COLLATERAL. With respect to any Collateral in the
possession of the Administrative Agent or any other Secured Party, or a bailee
or other third party holding on its behalf, the Administrative Agent or such
other Secured Party may use or operate such Collateral in any manner and to the
extent determined by the Administrative Agent or such Secured Party.

         Section 10. SECURITIES AND DEPOSITS. Without limitation of Section
7.08, but subject to Section 7.08(i), the Administrative Agent may at any time
at its option, transfer to itself or any nominee any securities constituting
Collateral, and, subject to Section 7.08(f)(ii), receive any income thereon and
hold such income as additional Collateral or apply it to the Secured


                                      -25-
<PAGE>

Obligations. Whether or not any Secured Obligations are due, the Administrative
Agent may after the occurrence and during the continuance of an Event of Default
demand, sue for, collect, or make any settlement or compromise which it deems
desirable with respect to the Collateral. Regardless of the adequacy of
Collateral or any other security for the Secured Obligations, any deposits or
other sums at any time credited by or due from the Administrative Agent or any
other Secured Party to any Grantor may at any time be applied to or set off
against any of the Secured Obligations whether or not due and owing.

         Section 11. NOTIFICATION TO ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED
ON COLLATERAL. If an Event of Default shall have occurred and be continuing,
each Grantor shall, at the request of the Administrative Agent, notify account
debtors and other persons obligated on any of the Collateral of such Grantor of
the Security Interest in any account, chattel paper, general intangible,
instrument or other Claims constituting Collateral that payment thereof is to be
made directly to the Administrative Agent or to any financial institution
designated by the Administrative Agent as the Administrative Agent's agent
therefor, and the Administrative Agent may itself, if an Event of Default shall
have occurred and be continuing, without notice to or demand upon any Grantor,
so notify account debtors and other persons obligated on Collateral. After the
making of such a request or the giving of any such notification, each Grantor
shall hold any proceeds of collection of accounts, chattel paper, general
intangibles, instruments and other Claims constituting Collateral received by
the Grantor as trustee for the Secured Parties without commingling the same with
other funds of the Grantor and shall turn the same over to the Administrative
Agent in the identical form received, together with any necessary endorsements
or assignments. The Administrative Agent may apply the proceeds of collection of
accounts, chattel paper, general intangibles, instruments and other Claims
constituting Collateral received by the Administrative Agent or any other
Secured Party to the Secured Obligations or hold such proceeds as additional
Collateral, at the option of the Administrative Agent. The provisions of Section
9-209 of the NYUCC shall not apply to any account, chattel paper or payment
intangible as to which notification of assignment has been sent to the account
debtor or other person obligation on the Collateral, whether under this Section
11, Section 12 or Section 13.

         Section 12. POWER OF ATTORNEY.

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

                           (a) in the name of such Grantor or its own name, or
otherwise, take possession of and endorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under any
Receivable or with respect to any other Collateral and file any claim or take
any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and
all such moneys due under any Receivable or with respect to any other Collateral
whenever payable;



                                      -26-
<PAGE>

                           (b) in the case of any Intellectual Property, execute
and deliver, and have recorded, any and all agreements, instruments, documents
and papers as the Administrative Agent may request to evidence the Security
Interest in such Intellectual Property and the goodwill and general intangibles
of such Grantor relating thereto or represented thereby;

                           (c) pay or discharge taxes and Liens levied or placed
on or threatened against the Collateral, effect any repairs or provide any
insurance and pay all or any part of the premiums therefor and the costs
thereof;

                           (d) execute, in connection with any sale provided for
in Section 13, any endorsements, assignments or other instruments of conveyance
or transfer with respect to the Collateral;

                           (e) exercise all rights of such Grantor as owner of
the Pledged Securities or as party to any partnership, limited liability company
or similar agreement, including, without limitation, the right to sign any and
all amendments, instruments, certificates, proxies, and other writings and
exercise all voting and consent rights with respect to the Pledged Securities;

                           (f) (1) direct any party liable for any payment under
any of the Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Administrative Agent or as the Administrative Agent
shall direct; (2) ask or demand for, collect, and receive payment of and receipt
for, any and all moneys, claims and other amounts due or to become due at any
time in respect of or arising out of any Collateral; (3) sign and endorse any
invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, notices and other
documents in connection with any of the Collateral; (4) commence and prosecute
any suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral or any portion thereof and to enforce any
other right in respect of any Collateral; (5) defend any suit, action or
proceeding brought against such Grantor with respect to any Collateral; (6)
settle, compromise or adjust any such suit, action or proceeding and, in
connection therewith, give such discharges or releases as the Administrative
Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along
with the goodwill of the business to which any such Copyright, Patent or
Trademark pertains) throughout the world for such term or terms, on such
conditions, and in such manner, as the Administrative Agent shall in its sole
discretion determine; and (8) generally, sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Administrative Agent were the absolute owner
thereof for all purposes, and do, at the Administrative Agent's option and such
Grantor's expense, at any time, or from time to time, all acts and things which
the Administrative Agent deems necessary to protect, preserve or realize upon
the Collateral and the Security Interest therein and to effect the intent of
this Agreement, all as fully and effectively as such Grantor might do; and

                           (g) to the extent that such Grantor's authorization
given in Section 4 is not sufficient, to file such financing statements or
similar documents under the laws of any jurisdiction with respect hereto, with
or without such Grantor's signature, or a photocopy of this Agreement in
substitution for a financing statement or such other document, as the
Administrative Agent may deem appropriate and to execute in such Grantor's name
such financing statements, other such documents and amendments thereto and
continuation statements which may require such Grantor's signature.



                                      -27-
<PAGE>

Anything in this Section 12.01 to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 12.01 (other than under paragraph (g)
of this Section 12.01) unless an Event of Default shall have occurred and be
continuing and, in the case of paragraph (e) of this Section 12.01 until the
notice referred to in Section 7.08(h) has been given.

                  12.02. FAILURE OF GRANTOR TO PERFORM. If any Grantor fails to
perform or comply with any of its agreements contained herein, the
Administrative Agent, at its option, but without any obligation so to do, may
following not less than five (5) days' prior written notice to the Borrower,
perform or comply, or otherwise cause performance or compliance, with such
agreement.

                  12.03. EXPENSES OF ATTORNEY-IN-FACT. The expenses of the
Administrative Agent incurred in connection with actions undertaken as provided
in this Section 12, together with interest thereon at a rate per annum equal to
the rate per annum at which interest would then be payable on past due Base Rate
Loans under the Credit Agreement, from the date of payment by the Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand.

                  12.04. RATIFICATION BY GRANTOR. To the extent permitted by
law, each Grantor hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue of this Section 12. This power of attorney is a power
coupled with an interest and is irrevocable.

                  12.05. NO DUTY ON SECURED PARTY. The powers conferred on the
Administrative Agent, its directors, officers and agents pursuant to this
Section 12 are solely to protect the Secured Parties' interests in the
Collateral and shall not impose any duty upon any of them to exercise any such
powers. Each Secured Party shall be accountable only for the amounts that it
actually receives as a result of the exercise of such powers, and neither it nor
any of its officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to act, except for such Secured Party's own gross
negligence or willful misconduct.

         Section 13. REMEDIES.

                  13.01. DEFAULT. Grantors shall be in default under this
Agreement (a) whenever any Event of Default has occurred and is continuing (and
each of the Grantors shall thereupon be in default hereunder without regard to
whether or to what degree any Grantor individually may have caused, participated
in, or had any knowledge of the occurrence of such Event of Default) and (b) at
all times after the Loans have become due and payable (giving effect to any
grace period), whether at maturity, upon acceleration pursuant to the Credit
Agreement or otherwise.

                  13.02. REMEDIES UPON DEFAULT. At any time when any Grantor is
in default under this Agreement as set forth in Section 13.01, the
Administrative Agent may exercise and enforce, in any order, (i) each and all of
the rights and remedies available to a secured party upon default under the
NYUCC or any other applicable UCC or other applicable law, (ii) each and all of
the rights and remedies available to it under the Credit Agreement or any other
Loan Document and (iii) each and all of the following rights and remedies:

                           (a) Collection Rights. Without notice to any Grantor
or any other Loan Party, the Administrative Agent may notify any or all account
debtors and obligors on any accounts, instruments, general intangibles or other
Claims constituting Collateral of the Secured Parties' Security Interests


                                      -28-
<PAGE>

therein and may direct, demand and enforce payment thereof directly to the
Administrative Agent. The provisions of Section 9-209 of the NYUCC shall not
apply to any account, chattel paper or payment intangible as to which
notification of assignment has been sent to the account debtor.

                           (b) Taking Possession. The Administrative Agent may
(i) enter upon any and all premises owned or leased by any Grantor where
Collateral is located (or believed by the Administrative Agent to be located),
with or (to the fullest extent permitted by law) without judicial process and
without any obligation to pay rent, (ii) prior to the disposition of the
Collateral, store, process, repair or recondition the Collateral or otherwise
prepare the Collateral for disposition in any manner to the extent the
Administrative Agent deems appropriate, (iii) take possession of any Grantor's
premises or place custodians in exclusive control thereof, remain on such
premises and use the same and any Grantor's equipment for the purpose of
completing any work in process or otherwise preparing the Collateral for sale or
selling or otherwise transferring the Collateral, (iv) take possession of all
items of Collateral that are not then in its possession, either upon such
premises or by removal from such premises, and (v) require any Grantor or the
Person in possession thereof to deliver such Collateral to the Administrative
Agent at one or more locations designated by the Administrative Agent and
reasonably convenient to it and each Grantor owning an interest therein.

                           (c) Foreclosure. The Administrative Agent may sell,
lease, license or otherwise dispose of or transfer any or all of the Collateral
or any part thereof in one or more parcels at public sale or in private sale or
transaction, on any exchange or market or at the Administrative Agent's offices
or on any Grantor's premises or at any other location, for cash, on credit or
for future delivery, and may enter into all contracts necessary or appropriate
in connection therewith, without any notice whatsoever unless required by law.
Where permitted by law, one or more of the Secured Parties may be the purchasers
at any such sale and in such event, if such bid is made by all of the Lenders or
otherwise whenever a credit bid is expressly permitted under the Credit
Agreement or approved in writing by the Administrative Agent and the Required
Lenders, the Secured Parties bidding at such sale may bid part or all of the
Obligations owing to them without necessity of any cash payment on account of
the purchase price, even though any other purchaser at such sale is required to
bid a purchase price payable in cash. Each Grantor agrees that at least ten (10)
calendar days' written notice to such Grantor of the time and place of any
public sale of Collateral owned by it (or, to the extent such Grantor is
entitled by law to notice thereof, the public sale of any other Collateral), or
the time after which any private sale of Collateral owned by it (or, to the
extent such Grantor is entitled by law to notice thereof, the private sale of
any other Collateral) is to be made, shall be commercially reasonable. For
purposes of such notice, to the fullest extent permitted by law (i) each Grantor
waives notice of any sale of Collateral owned by any other Grantor and (ii) each
Grantor agrees that notice given to the Borrower shall constitute notice given
to such Grantor. The giving of notice of any such sale or other disposition
shall not obligate the Administrative Agent to proceed with the sale or
disposition, and any such sale or disposition may be postponed or adjourned from
time to time, without further notice.

                           (d) Voting Rights. Subject to Section 7.08(h), the
Administrative Agent may exercise any and all rights of any Grantor as the owner
of any Pledged Securities, including, without limitation, voting rights, rights
to give or withhold consent under any agreement under which any Pledged Security
is issued and all other rights referred to in Section 12.01(e).

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<PAGE>

                           (e) Use of Intellectual Property. The Administrative
Agent may, on a royalty-free basis, use and license use of any Trademark, Trade
Secret, trade name, trade style, Copyright, Patent, technical knowledge or
process or other Intellectual Property owned, held or used by any Grantor in
respect of any Collateral as to which any right or remedy of the Administrative
Agent is exercised or enforced. In addition, the Administrative Agent may
exercise and enforce such rights and remedies for collection as may be available
to it by law or agreement. Each Grantor grants a license pursuant to Section
13.03 in connection therewith.

                  13.03. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY. For the
purpose of enabling the Administrative Agent to exercise rights and remedies
under this Section 13 at such time as the Administrative Agent shall be lawfully
and otherwise entitled to exercise such rights and remedies, each Grantor hereby
grants to the Administrative Agent an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to such Grantor)
to use, license or sub-license any of the Collateral consisting of Intellectual
Property now owned or hereafter acquired by the Grantor to the extent that such
Grantor is not legally or contractually prohibited from doing so (Grantor
agreeing to use commercially reasonable efforts not to enter into, after the
Closing Date, any such contractual prohibition), and wherever the same may be
located, and including in such license reasonable access to all media in which
any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof. The use of such
license by the Administrative Agent shall be exercised, at the Administrative
Agent's option, only upon the occurrence and during the continuation of an Event
of Default; provided that any license, sub-license or other transaction entered
into by the Administrative Agent in accordance herewith shall be binding upon
each Grantor notwithstanding any subsequent cure, waiver or other termination of
an Event of Default.

                  13.04. WAIVERS BY GRANTORS. Each Grantor hereby irrevocably
waives (a) all rights of redemption from any foreclosure sale, (b) the benefit
of all valuation, appraisal, exemption and moratorium laws, (c) to the fullest
extent permitted by law, all rights to notice or a hearing prior to the exercise
by the Administrative Agent of its right to take possession of any Collateral,
whether by self-help or by legal process and any right to object to the
Administrative Agent taking possession of any Collateral by self-help, and (d)
if the Administrative Agent seeks to obtain possession of any Collateral by
replevin, claim and delivery, attachment, levy or other legal process, (i) any
notice or demand for possession prior to the commencement of legal proceedings,
(ii) the posting of any bond or security in any such proceedings, and (iii) any
requirement that the Administrative Agent retain possession and not dispose of
any Collateral until after a trial or final judgment in such proceedings.

                  13.05. APPLICATION OF PROCEEDS. Except as expressly provided
elsewhere in this Agreement, all proceeds received by the Administrative Agent
in respect of any sale of, collection from, or other realization upon all or any
part of the Collateral may, in the discretion of the Administrative Agent, be
held by the Administrative Agent as Collateral for, or then, or at any other
time thereafter, applied in full or in part by the Administrative Agent against,
the Secured Obligations in the following order of priority:

                  FIRST: to the payment of all reasonable costs and expenses of
         such sale, collection or other realization, including reasonable
         compensation to the Administrative Agent and its agents and counsel,
         and all other reasonable expenses, liabilities and advances made or
         incurred by the Administrative Agent in connection therewith, and all
         amounts for which the Administrative Agent is entitled to
         indemnification hereunder and all reasonable advances made by the


                                      -30-
<PAGE>

         Administrative Agent hereunder for the account of any Grantor, and to
         the payment of all reasonable costs and expenses paid or incurred by
         the Administrative Agent in connection with the exercise of any right
         or remedy hereunder, all in accordance with Section 19.09;

                  SECOND: to the payment of all other Secured Obligations (for
         the ratable benefit of the holders thereof) then due and payable;

                  THIRD: to any payments required by Sections 9-608(a)(1)(C) or
         9-615(a)(3) of the NYUCC; and

                  FOURTH, to the payment to or upon the order of the Grantor
         entitled thereto, or to whomsoever may be lawfully entitled to receive
         the same or as a court of competent jurisdiction may direct, of any
         surplus then remaining from such proceeds.

                  13.06. SURPLUS, DEFICIENCY. Any surplus proceeds of any sale
or other disposition by the Administrative Agent of any Collateral remaining
after discharge of the Credit Agreement and after all Secured Obligations are
paid in full and in cash and any payments required by Sections 9-608(a)(1)(C) or
9-615(a)(3) of the NYUCC are paid in full shall be paid over to the Grantor
entitled thereto, or to whomever may be lawfully entitled to receive such
surplus or as a court of competent jurisdiction may direct, but prior to
termination and discharge of the Credit Agreement, such surplus proceeds may be
retained by the Administrative Agent and held as Collateral until termination
and discharge of the Credit Agreement. The Borrower and each Guarantor shall be
and remain liable for any deficiency.

                  13.07. INFORMATION RELATED TO THE COLLATERAL. If, during the
continuance of an Event of Default, the Administrative Agent determines to sell
or otherwise transfer any Collateral, each Grantor shall, and shall cause any
Person controlled by it to, furnish to the Administrative Agent all information
the Administrative Agent may request that pertains or could pertain to the value
or condition of the Collateral or that would or might facilitate such sale or
transfer. The Administrative Agent shall have the right, notwithstanding any
confidentiality obligation or agreement otherwise binding upon it, freely (but
not in violation of any law, including federal securities laws) to disclose such
information, and any and all other information (including confidential
information) pertaining in any manner to the Collateral or the assets,
liabilities, results of operations, business or prospects of any Secured
Parties, freely to any Person that the Administrative Agent in good faith
believes to be a potential or prospective purchaser in such sale or transfer,
without liability for any disclosure, dissemination or use that may be made as
to such information by any such Person.

                  13.08. SALE EXEMPT FROM REGISTRATION. The Administrative Agent
shall be entitled at any such sale or other transfer, if it deems it advisable
to do so, to restrict the prospective bidders or purchasers to Persons who will
provide assurances satisfactory to the Administrative Agent that the Collateral
may be offered and sold to them without registration under the Securities Act,
and without registration or qualification under any other applicable state or
federal law. Upon the consummation of any such sale, the Administrative Agent
shall have the right to assign, transfer and deliver to the purchaser or
purchasers thereof the Collateral so sold. The Administrative Agent may solicit
offers to buy the Collateral, or any part of it, from a limited number of
investors deemed by the Administrative Agent, in its good faith judgment or in
good faith reliance upon advice of its counsel, to meet the requirements to



                                      -31-
<PAGE>

purchase securities under Regulation D promulgated under the Securities Act (or
any other regulation of similar import). If the Administrative Agent solicits
such offers from such investors, then the acceptance by the Administrative Agent
of the highest offer obtained from any of them shall be deemed to be a
commercially reasonable method of disposition of the Collateral.

                  13.09. RIGHTS AND REMEDIES CUMULATIVE. The rights provided for
in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers or privileges or remedies provided by law
or in equity, or under any other instrument, document or agreement. The
Administrative Agent may exercise and enforce each right and remedy available to
it either before or concurrently with or after, and independently of, any
exercise or enforcement of any other right or remedy of the Administrative Agent
or any Secured Party against any Person or property. All such rights and
remedies shall be cumulative, and no one of them shall exclude or preclude any
other.

                  13.10. NO DIRECT ENFORCEMENT BY SECURED PARTIES. The
Administrative Agent may freely exercise and enforce any and all of its rights
and remedies hereunder, for the benefit of the Secured Parties. No Secured
Party, other than the Administrative Agent, shall have any independent right to
collect, take possession of, foreclose against or otherwise enforce the Security
Interests granted hereby.

         Section 14. STANDARDS FOR EXERCISING REMEDIES.

                  14.01. COMMERCIALLY REASONABLE MANNER. To the extent that
applicable law imposes duties on the Administrative Agent to exercise remedies
in a commercially reasonable manner, each Grantor acknowledges and agrees that
it is not commercially unreasonable for the Administrative Agent (a) to fail to
incur expenses reasonably deemed significant by the Administrative Agent to
prepare Collateral for disposition or otherwise to complete raw material or work
in process into finished goods or other finished products for disposition or to
postpone any such disposition pending any such preparation or processing; (b) to
fail to obtain third party consents for access to Collateral to be disposed of,
or to obtain or, if not required by other law, to fail to obtain governmental or
third party consents for the collection or disposition of Collateral to be
collected or disposed of; (c) to fail to exercise collection remedies against
account debtors or other persons obligated on Collateral or to remove any Lien
on or any adverse claims against Collateral; (d) to exercise collection remedies
against account debtors and other persons obligated on Collateral directly or
through the use of collection agencies and other collection specialists; (e) to
advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature; (f) to
contact other persons, whether or not in the same business as such Grantor, for
expressions of interest in acquiring all or any portion of the Collateral; (g)
to hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the collateral is of a specialized nature; (h) to
dispose of Collateral by utilizing Internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable
capability of doing so, or that match buyers and sellers of assets; (i) to
dispose of assets in wholesale rather than retail markets; (j) to disclaim
disposition warranties; (k) to purchase insurance or credit enhancements to
insure the Administrative Agent against risks of loss, collection or disposition
of Collateral or to provide to the Administrative Agent a guaranteed return from
the collection or disposition of Collateral; or (l) to the extent deemed
appropriate by the Administrative Agent, to obtain the services of other
brokers, investment bankers, consultants and other professionals to assist the
Administrative Agent in the collection or disposition of any of the Collateral.
Each Grantor acknowledges that the purpose of this Section 14 is to provide
non-exhaustive indications of what actions or omissions by the Administrative


                                      -32-
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Agent would not be commercially unreasonable in the Administrative Agent's
exercise of remedies against the Collateral and that other actions or omissions
by the Administrative Agent shall not be deemed commercially unreasonable solely
on account of not being indicated in this Section 14. Without limiting the
foregoing, nothing contained in this Section 14 shall be construed to grant any
rights to any Grantor or to impose any duties on the Administrative Agent that
would not have been granted or imposed by this Agreement or by applicable law in
the absence of this Section 14.

                  14.02. STANDARD OF CARE. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the exercise of reasonable care in the custody of any Collateral in
its possession and the accounting for moneys actually received by it hereunder,
the Administrative Agent shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or to
protect, preserve, vote or exercise any rights pertaining to any Collateral. The
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Administrative Agent
accords its own property or if it selects, with reasonable care, a custodian to
hold such Collateral on its behalf.

        Section 15. WAIVERS BY GRANTOR; OBLIGATIONS ABSOLUTE.

                  15.01. SPECIFIC WAIVERS. Each Grantor waives demand, notice,
protest, notice of acceptance of this Agreement, notice of loans made, credit
extended, Collateral received or delivered or other action taken in reliance
hereon and all other demands and notices of any description.

                  15.02. OBLIGATIONS ABSOLUTE. All rights of the Administrative
Agent hereunder, the Security Interest and all obligations of the Grantors
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Secured Obligations or any other agreement
or instrument relating to any of the foregoing, (b) any change in the time,
manner or place of payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document, or any other
agreement or instrument, (c) any exchange, release or non-perfection of any Lien
on other collateral, or any release or amendment or waiver of or consent under
or departure from or any acceptance of partial payment thereon and or
settlement, compromise or adjustment of any Secured Obligation or of any
guarantee, securing or guaranteeing all or any of the Secured Obligations, or
(d) any other circumstance that might otherwise constitute a defense available
to, or a discharge of, any Grantor in respect of the Secured Obligations or this
Agreement.

         Section 16. MARSHALLING. The Administrative Agent shall not be required
to marshal any present or future collateral security (including but not limited
to this Agreement and the Collateral) for, or other assurances of payment of,
the Secured Obligations or any of them or to resort to such collateral security
or other assurances of payment in any particular order, and all of its rights
hereunder and in respect of such collateral security and other assurances of
payment shall be cumulative and in addition to all other rights, however
existing or arising. To the extent that it lawfully may, each Grantor hereby
agrees that it shall not invoke any law relating to the marshalling of
collateral which might cause delay in or impede the enforcement of the
Administrative Agent's rights under this Agreement or under any other instrument
creating or evidencing any of the Secured Obligations or under which any of the
Secured Obligations is outstanding or by which any of the Secured Obligations is


                                      -33-
<PAGE>

secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, each Grantor hereby irrevocably waives the benefits of all such
laws.

         Section 17. INTEREST. Until paid, all amounts due and payable by each
Grantor hereunder shall be a debt secured by the Collateral and shall bear,
whether before or after judgment, interest at a rate per annum equal to the rate
per annum at which interest would then be payable on past due Base Rate Loans
under the Credit Agreement, from the date of payment by the Administrative Agent
to the date reimbursed by such Grantor, and such interest shall be payable by
such Grantor to the Administrative Agent on demand.

         Section 18. REINSTATEMENT. The obligations of each Grantor pursuant to
this Agreement shall continue to be effective or automatically be reinstated, as
the case may be, if at any time payment of any of the Secured Obligations is
rescinded or otherwise must be restored or returned by the Administrative Agent
or any other Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of such Grantor or any other obligor or otherwise,
all as though such payment had not been made.

        Section 19. MISCELLANEOUS.

                  19.01. NOTICES. All notices, requests and demands to or upon
the Administrative Agent or any Grantor hereunder shall be effected in the
manner provided for in Section 10.2 of the Credit Agreement; provided that any
such notice, request or demand to or upon any Guarantor shall be addressed to
such Guarantor at its notice address set forth beneath its signature to this
Agreement.

                  19.02. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. Each Grantor agrees that any suit for the enforcement of this
Agreement may be brought in the courts of the State of New York or any federal
court sitting therein and consents to the non-exclusive jurisdiction of such
court and to service of process in any such suit being made upon such Grantor by
mail at the address specified in Section 10.2 of the Credit Agreement or in the
case of any Guarantor, beneath its signature to this Agreement. Each Grantor
hereby waives any objection that it may now or hereafter have to the venue of
any such suit or any such court or that such suit is brought in an inconvenient
court.

                  19.03. WAIVER OF JURY TRIAL, ETC. EACH GRANTOR WAIVES ITS
RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
LITIGATION OR DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, EACH
GRANTOR WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION
OR DISPUTE REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. Each Grantor certifies that neither the Administrative Agent,
any other Secured Party nor any representative, agent or attorney of the
Administrative Agent or other Secured Party has represented, expressly or
otherwise, that the Administrative Agent or other Secured Party would not, in
the event of litigation, seek to enforce the foregoing waivers and acknowledges


                                      -34-
<PAGE>

that, in entering into the Credit Agreement and the other Loan Documents to
which any Secured Party is a party, such Secured Party is relying upon, among
other things, the waivers and certifications contained in this Section 19.03.

                  19.04. COUNTERPARTS. This Agreement may be executed in two or
more separate counterparts, each of which shall constitute an original and all
of which shall collectively and separately constitute one and the same
agreement.

                  19.05. HEADINGS. The headings of each section of this
Agreement are for convenience only and shall not define or limit the provisions
thereof.

                  19.06. NO STRICT CONSTRUCTION. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

                  19.07. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction).

                  19.08. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Grantors herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the execution and delivery of the Credit
Agreement, and the advance of all extensions of credit contemplated thereby,
regardless of any investigation made by any Secured Party, and shall continue in
full force and effect until this Agreement shall terminate (or thereafter to the
extent provided herein).

                  19.09. FEES AND EXPENSES; INDEMNIFICATION.

                           (a) The Grantors, jointly and severally, agree to pay
upon demand the amount of any and all expenses, including the fees,
disbursements and other charges of counsel and of any experts or agents, which
(i) any Secured Party may incur in connection with (x) collecting against any
Grantor under the guarantee contained in Section 2 or otherwise enforcing or
preserving any rights under this Agreement and the other Loan Documents, (y) the
exercise, enforcement or protection of any of the rights of such Secured Party
hereunder or (z) the failure of any Grantor to perform or observe any of the
provisions hereof, and (ii) the Administrative Agent may incur in connection
with (x) the administration of this Agreement (including the customary fees and
charges of such Secured Party for any audits conducted by it or on its behalf
with respect to the accounts receivable or inventory) or (y) the custody or
preservation of, or the sale of, collection from or other realization upon any
of the Collateral.

                           (b) Each Grantor agrees to pay, and to save the
Secured Parties harmless from, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement to the extent the
Borrower would be required to do so pursuant to Section 10.5 of the Credit
Agreement.



                                      -35-
<PAGE>

                           (c) The agreements in this Section shall survive
repayment of the Obligations and all other amounts payable under the Credit
Agreement and the other Loan Documents.

                           (d) Each Grantor agrees that the provisions of
Section 2.20 of the Credit Agreement are hereby incorporated herein by
reference, mutatis mutandis, and each Secured Party shall be entitled to rely on
each of them as if they were fully set forth herein.

                  19.10. BINDING EFFECT; SEVERAL AGREEMENT. This Agreement is
binding upon each Grantor and the Secured Parties and their respective
successors and permitted assigns, and shall inure to the benefit of the
Grantors, the Secured Parties and their respective successors and permitted
assigns, except that no Grantor shall have any right to assign or transfer its
rights or obligations hereunder or any interest herein, except as specifically
permitted by the Credit Agreement, without the prior written consent of the
Administrative Agent (and any such assignment or transfer shall be void).

                  19.11. WAIVERS; AMENDMENT.

                           (a) No failure or delay of the Administrative Agent
in exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Secured Parties hereunder and of
the Secured Parties under the Credit Agreement and other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provisions of this Agreement or consent to any
departure by any Grantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Grantor in any case shall entitle such or
any other Grantor to any other or further notice or demand in similar or other
circumstances.

                           (b) Neither this Agreement nor any provision hereof
may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Administrative Agent and each affected Grantor;
PROVIDED, that any provision of this Agreement imposing obligations on any
Grantor may be waived by the Administrative Agent in a written instrument
executed by the Administrative Agent in accordance with Section 10.1 of the
Credit Agreement.

                  19.12. SET-OFF. Each Grantor hereby irrevocably authorizes
each Secured Party at any time and from time to time while an Event of Default
shall have occurred and be continuing, without notice to such Grantor or any
other Grantor, any such notice being expressly waived by each Grantor, to
set-off and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Secured Party to or for the credit or the account of such Grantor,
or any part thereof in such amounts as such Secured Party may elect, against and
on account of the obligations and liabilities of such Grantor to such Secured
Party hereunder and claims of every nature and description of such Secured Party
against such Grantor, in any currency, whether arising hereunder, under the
Credit Agreement, any other Loan Document or otherwise, as such Secured Party
may elect, whether or not any Secured Party has made any demand for payment and


                                      -36-
<PAGE>

although such obligations, liabilities and claims may be contingent or
unmatured. Each Secured Party shall notify such Grantor promptly of any such
set-off and the application made by such Secured Party of the proceeds thereof,
provided that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Secured Party under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Secured Party may have.

                  19.13. INTEGRATION. This Agreement and the other Loan
Documents represent the agreement of the Grantors, the Administrative Agent and
the other Secured Parties with respect to the subject matter hereof and thereof,
and there are no promises, undertakings, representations or warranties by any
Secured Party relative to subject matter hereof and thereof not expressly set
forth or referred to herein or in the other Loan Documents.

                  19.14. ACKNOWLEDGMENTS. Each Grantor hereby acknowledges that:

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

                           (b) no Secured Party has any fiduciary relationship
with or duty to any Grantor arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Grantors,
on the one hand, and the Secured Parties, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

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

                  19.15. ADDITIONAL GRANTORS AND GUARANTORS. Each Subsidiary of
the Borrower that is required to become a party to this Agreement pursuant to
Section 6.10 of the Credit Agreement shall become a Grantor and Guarantor for
all purposes of this Agreement upon execution and delivery by such Subsidiary of
an Assumption Agreement in the form of ANNEX 1 hereto.

                  19.16. RELEASES.

                           (a) Notwithstanding anything to the contrary
contained in the Credit Agreement, herein or in any other Loan Document, upon
request of the Borrower in connection with any Disposition of Property permitted
by the Loan Documents, the Administrative Agent shall (without notice to or vote
or consent of any Lender, or any affiliate of any Lender that is a party to any
Specified Hedge Agreement or any other Secured Party) take such actions as shall
be required to release the Security Interest in any Collateral being Disposed of
in such Disposition, and to release any guarantee obligations of any Person
being Disposed of in such Disposition, to the extent necessary to permit
consummation of such Disposition in accordance with the Loan Documents, provided
that the Borrower shall have delivered to the Administrative Agent, at least
five (5) Business Days prior to the date of the proposed release, a written
request for release identifying the relevant Collateral being Disposed of in
such Disposition and the terms of such Disposition in reasonable detail,
including the date thereof, the price thereof and any estimated expenses in
connection therewith, together with a certification by the Borrower stating that


                                      -37-
<PAGE>

such transaction is in compliance with the Credit Agreement and the other Loan
Documents and that the proceeds of such Disposition will be applied in
accordance with the Credit Agreement and the other Loan Documents.

                           (b) If any of the Collateral shall be Disposed of by
any Grantor in a transaction permitted by the Credit Agreement, then the
Administrative Agent, at the request and sole expense of such Grantor, shall
execute and deliver to such Grantor all releases or other documents reasonably
necessary or desirable for the release of the Liens created hereby on such
Collateral. At the request and sole expense of the Borrower, a Subsidiary
Guarantor shall be released from its obligations hereunder in the event that all
the Capital Stock of such Subsidiary Guarantor shall be Disposed of in a
transaction permitted by the Credit Agreement; provided that the Borrower shall
have delivered to the Administrative Agent, at least five (5) Business Days
prior to the date of the proposed release, a written request for release
identifying the relevant Subsidiary Guarantor and the terms of the Disposition
in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrower stating that such
transaction is in compliance with the Credit Agreement and the other Loan
Documents and that the Proceeds of such Disposition will be applied in
accordance therewith.

                  19.17. INTERCOMPANY DEBT.

                           (a) Each Grantor hereby agrees that any intercompany
Indebtedness or other intercompany payables or receivables, or intercompany
advances directly or indirectly made by or owed to such Grantor by any other
Grantor (collectively, "INTERCOMPANY DEBT"), of whatever nature at any time
outstanding shall be subordinate and subject in right of payment to the prior
payment in full in cash of the Borrower Obligations. Each Grantor hereby agrees
that following a single written notice to the Borrower, such Grantor will not,
while any Event of Default is continuing, accept any payment, including by
offset, on any Intercompany Debt until the Termination Date, in each case,
except with the prior written consent of the Administrative Agent.

                           (b) In the event that any payment on any Intercompany
Debt shall be received by a Grantor other than as permitted by this Section
19.17 before the Termination Date, such Grantor shall receive such payments and
hold the same in trust for, segregate the same from its own assets and shall
immediately pay over to, the Administrative Agent for the benefit of the
Administrative Agent and Lenders all such sums to the extent necessary so that
the Administrative Agent and the Lenders shall have been paid in full, in cash,
all Borrower Obligations owed or which may become owing.


                                      -38-
<PAGE>

                           (c) Upon any payment or distribution of any assets of
any Grantor of any kind or character, whether in cash, property or securities by
set-off, recoupment or otherwise, to creditors in any liquidation or other
winding-up of such Grantor or in the event of any case, proceeding or other
action described in Section 8(f) of the Credit Agreement, the Administrative
Agent and Lenders shall first be entitled to receive payment in full in cash, in
accordance with the terms of the Borrower Obligations and of this Agreement, of
all amounts payable under or in respect of such Borrower Obligations, before any
payment or distribution is made on, or in respect of, any Intercompany Debt, in
any such case, proceeding or other action, any distribution or payment, to which
the Administrative Agent or any Lender would be entitled except for the
provisions hereof shall be paid by such Grantor, or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution directly to the Administrative Agent (for the benefit of the
Administrative Agent and the Lenders) to the extent necessary to pay all such
Borrower Obligations in full in cash, after giving effect to any concurrent
payment or distribution to the Administrative Agent and Lenders (or to the
Administrative Agent for the benefit of the Administrative Agent and Lenders).

      [Remainder of Page Intentionally Left Blank; Signature Pages Follow]




                                      -39-
<PAGE>


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

GRANTORS:

SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation
SPANISH BROADCASTING SYSTEM FINANCE CORPORATION
SPANISH BROADCASTING SYSTEM OF GREATER MIAMI, INC.
SPANISH BROADCASTING SYSTEM OF ILLINOIS, INC.
SPANISH BROADCASTING SYSTEM INC., a New Jersey corporation
SPANISH BROADCASTING SYSTEM OF SAN ANTONIO, INC.
ALARCON HOLDINGS, INC.
SPANISH BROADCASTING SYSTEM OF CALIFORNIA, INC.
SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC., a Delaware corporation
SPANISH BROADCASTING SYSTEM OF FLORIDA, INC.
SBS OF GREATER NEW YORK, INC.
SBS FUNDING, INC.
SPANISH BROADCASTING SYSTEM OF PUERTO RICO, INC., a Puerto Rico corporation
SPANISH BROADCASTING SYSTEM NETWORK, INC.
SBS PROMOTIONS, INC.
SPANISH BROADCASTING SYSTEM SOUTHWEST, INC.
SPANISH BROADCASTING SYSTEM-SAN FRANCISCO, INC.
WRMA LICENSING, INC.
WXDJ LICENSING, INC.
WDEK LICENSING, INC.
WKIE LICENSING, INC.
WKIF LICENSING, INC.
WLEY LICENSING, INC.
WSKQ LICENSING, INC.
KLEY LICENSING, INC.
KSAH LICENSING, INC.
KZAB LICENSING, INC.
KZBA LICENSING, INC.
KPTI LICENSING, INC.
WCMQ LICENSING, INC.
KLAX LICENSING, INC.
WPAT LICENSING, INC.
WCMA LICENSING, INC.
WZET LICENSING, INC.
WMEG LICENSING, INC.
KXOL LICENSING, INC.




By: /s/ Joseph A. Garcia
    ------------------------------------------------
Name: Joseph Garcia
Title: Vice President and/or Chief Financial Officer
         of each Loan Party



               Guarantee and Collateral Agreement Signature Pages


                                      -40-
<PAGE>


Address for Notice:
2601 South Bayshore Drive, PH II
Coconut Grove, Florida 33133
Attention: Joseph A. Garcia
Telecopy:
Telephone: (305) 441-6901

Copy to:
Kaye, Scholer LLP
425 Park Avenue
New York, New York 10022
Attention: Edmond Gabbay
Telecopy: (212) 836-6476
Telephone: (212) 836-8000

Accepted: as to Sections 9.02 and 9.03

LEHMAN COMMERCIAL PAPER INC.
as Administrative Agent



By: /s/ G. Robert Berzins
    ---------------------------------------------
    Name:  G. Robert Berzins
    Title: Vice President

Address for Notice:
745 Seventh Avenue
New York, New York 10019
Attention:  Diane Albanese
Telecopy:  (646) 758-5130
Telephone:  (212) 526-4979

Copy to:
Clifford Chance US LLP
200 Park Avenue
New York, New York 10166
Attention:  Robert S. Finley
Telecopy:  (212) 878-8375
Telephone:  (212) 878-8000



               Guarantee and Collateral Agreement Signature Pages


                                      -41-
<PAGE>



                         EXHIBIT A TO SECURITY AGREEMENT


                             PERFECTION CERTIFICATE

         The undersigned, the Chief Financial Officer, Executive Vice President
and Secretary of Spanish Broadcasting System, Inc., a Delaware corporation
("SBS"), on behalf of SBS and each of its subsidiaries party to the Guarantee
and Collateral Agreement, dated as of October 30, 2003 (the "GUARANTEE AND
COLLATERAL AGREEMENT"; terms not defined herein having the meanings as assigned
to such terms therein) by SBS and such subsidiaries, as guarantors (SBS and each
such subsidiary, a "GRANTOR", and collectively, the "GRANTORS") in favor of
Lehman Commercial Paper Inc., as administrative agent (the "SECURED PARTY"),
hereby certifies to the Secured Party the following:

         1. NAME. Attached hereto as SCHEDULE 1 is the exact legal name of each
Grantor, as such name appears on its certificate or articles of incorporation,
partnership agreement, limited company agreement or other organizational
documents governing its formation, as applicable.

         2. OTHER IDENTIFYING FACTORS. Attached hereto as SCHEDULE 2 is the: (a)
mailing address; (b) the place of business or, if more than one, its chief
executive office, if different from its mailing address under subsection (a);
(c) type of organization; (d) jurisdiction of organization; and (e) state-issued
organizational identification number (if any), with respect to each of the
Grantors.

         3. OTHER NAMES, ETC.

         (a) Attached hereto as SCHEDULE 3(a) is a list of all other names
(including trade names or similar appellations) used by each Grantor, or any
other business or organization to which such Grantor became the successor by
merger, consolidation, amalgamation, acquisition, change in form, nature or
jurisdiction of organization or otherwise, now or at any time during the past
five years.

         (b) Attached hereto as SCHEDULE 3(b) is the information required in
Section 2 of this Perfection Certificate for any other business or organization
to which any Grantor became the successor by merger, consolidation, acquisition,
change in form, nature or jurisdiction of organization or otherwise, now or at
any time during the past five years.

         4. OTHER CURRENT LOCATIONS.

         (a) Attached hereto as SCHEDULE 4(a) are all locations in the United
States of America in which any Grantor maintains any books or records relating
to any of the Collateral consisting of accounts, instruments, chattel paper,
general intangibles or mobile goods.

         (b) Attached hereto as SCHEDULE 4(b) are all other places of business
of each Grantor in the United States of America.

         (c) Attached hereto as SCHEDULE 4(c) is a list of all real property in
the United States of America that is leased or owned by each Grantor.

         (d) Attached hereto as SCHEDULE 4(d) are all locations in the United
States of America where any of the Collateral consisting of inventory or
equipment is located for each Grantor.

         (e) Attached hereto as SCHEDULE 4(e) are the names and addresses of all
persons or entities other than each Grantor, such as lessees, consignees,
processors, warehousemen or purchasers of chattel paper, which have possession


                                      A-1
<PAGE>

or are intended to have possession of any of the Collateral consisting of
instruments, chattel paper, inventory or equipment and the nature of such
possession.

         5. PRIOR LOCATIONS.

         (a) Attached hereto as SCHEDULE 5(a) is the information required by
Sections 4(a) or (b) of this Perfection Certificate with respect to each
location or place of business previously maintained by each Grantor at any time
during the past five years in a state in which such Grantor has previously
maintained a location or place of business at any time during the past four
months.

         (b) Attached hereto as SCHEDULE 5(b) is the information required by
Sections 4(d) or (e) of this Perfection Certificate with respect to each other
location at which, or other person or entity with which, any of the Collateral
consisting of inventory or equipment has been previously held at any time during
the past twelve months.

         6. FIXTURES. Attached hereto as SCHEDULE 6 is the location of the real
estate to which any of the Collateral consisting of fixtures are or are to be
located, the name of the record owner of such real estate and the name and
address of each real estate recording office where a mortgage on the real estate
on which such fixtures are or are to be located would be recorded.

     7. INTELLECTUAL PROPERTY. Attached hereto as SCHEDULE 7(a) is a schedule
setting forth all of each Grantor's patents, patent licenses, trademarks,
trademark licenses, trade secrets and trade secret licenses, including the name
of the registered owner, the registration number and the expiration date of each
patent, patent license, trademark and trademark license owned by such Grantor.
Attached hereto as SCHEDULE 7(b) is a schedule setting forth all of each
Grantor's copyrights and copyright licenses, including the name of the
registered owner, the registration number and the expiration date of each
copyright or copyright license owned by such Grantor. Attached hereto as
SCHEDULE 7(c) is a schedule setting forth all of each Grantor's broadcasting and
other media licenses, including any Federal Communication Commission (FCC) or
other government licenses, including the name of the registered owner, the
registration number and the expiration date of each such license owned by each
of the Grantors. Attached hereto as SCHEDULE 7(d) is a schedule setting forth
are all existing filings (other than financing statements) against Intellectual
Property of each Grantor in the Patent and Trademark Office, the Copyright
Office or any other Government Office.

         8. STOCK OWNERSHIP AND OTHER EQUITY INTERESTS. Attached hereto as
SCHEDULE 8 is a list of all the issued and outstanding stock, partnership
interests, limited liability company membership interests or other equity
interests owned directly by each Grantor and the record and beneficial owners of
such stock, partnership interests, membership interest or other equity
interests.

         9. DEBT INSTRUMENTS. Attached hereto as SCHEDULE 9 is a description of
all promissory notes and other evidence of indebtedness held by each Grantor,
including all intercompany notes.

         10. OTHER INSTRUMENTS, LETTER-OF-CREDIT RIGHTS, CHATTEL PAPER. Attached
hereto as SCHEDULE 10 is a description of all other instruments (other than as
listed in paragraph 9 above), letter-of-credit rights and chattel paper (in each
case as defined in the UCC as in effect in New York on the date hereof) of each
Grantor.

         11. BANK ACCOUNTS. Attached hereto as SCHEDULE 11 is a description of
all deposit accounts and other bank accounts held by, or in the name of, each
Grantor, by account bank and account number.

                                      A-2
<PAGE>

         12. MOTOR VEHICLES. All motor vehicles owned by each Grantor which are
inventory or equipment are listed below or on SCHEDULE 12 hereto, by model,
model year and vehicle identification number.

         13. UNUSUAL TRANSACTIONS. Except for those purchases, acquisitions and
other transactions described on SCHEDULE 3(b) or SCHEDULE 13 attached hereto,
all of the Collateral has been originated by each Grantor in the ordinary course
of such Grantor's business or consists of goods which have been acquired by such
Grantor in the ordinary course from a person in the business of selling goods of
that kind.

         14. FILE SEARCH REPORTS. Attached hereto as SCHEDULE 14(a) is a true
copy of a file search report from the UCC filing officer (or, if such officer
does not issue such reports, from an experienced UCC search organization
acceptable to the Secured Party) (i) in each jurisdiction identified in Section
2(d) or in Section 4 or 5 with respect to each name set forth in Section 1 or 3,
(ii) from each filing officer in each real estate recording office identified on
SCHEDULE 6 with respect to real estate on which Collateral consisting of
fixtures are or are to be located and (iii) in each jurisdiction in which any of
the transactions described in SCHEDULE 3(b) or SCHEDULE 13 took place with
respect to the legal name of the person from which any Grantor purchased or
otherwise acquired any of the Collateral. Attached hereto as SCHEDULE 14(b) is a
true copy of each financing statement or other filing identified in such file
search reports to the extent the applicable UCC filing officer or search
organization is able to provide such copies.

         15. UCC FILINGS. Attached hereto as SCHEDULE 15 is a copy of financing
statements filed or to be filed in the central UCC filing office in the
jurisdiction identified in Section 2(d) and in each real estate recording office
referred to on SCHEDULE 6 hereto.

         16. TERMINATION STATEMENTS. To the extent reasonably requested by the
Secured Party to terminate existing Liens (other than Permitted Liens), a duly
signed or otherwise authorized termination statement in form acceptable to the
Secured Party has been duly filed with respect to any applicable financing
statement in each applicable jurisdiction identified in Section 2(d) of this
Perfection Certificate. Attached hereto as Schedule 16 is a true copy of each
such filing duly acknowledged or otherwise identified by the filing office.

         17. FILING FEES. All fees and taxes payable in connection with the
filings described in Sections 15 and 16 have been paid.

         18. CONTROL AGREEMENTS. Attached hereto as SCHEDULE 18 is a schedule of
all "control" agreements with respect to deposit accounts, letter-of-credit
rights, electronic chattel paper or investment property of each Grantor:

                  [Remainder of Page Intentionally Left Blank]




                                      A-3
<PAGE>


IN WITNESS WHEREOF, we have hereunto signed this Certificate on this __ day of
______, 2003.


                                              [GRANTORS]



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



                                      A-4
<PAGE>



                 EXHIBIT B TO GUARANTEE AND COLLATERAL AGREEMENT

                SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT
                                  (COPYRIGHTS)

WHEREAS, [ ], a [ ] corporation (herein referred to as "GRANTOR"), having an
address at [ ], has adopted, used and is using the copyrights listed on the
annexed Schedule 1-A, which copyrights are registered in the United States
Copyright Office (the "COPYRIGHTS");

WHEREAS, the Grantor has entered into a Guarantee and Collateral Agreement (said
Guarantee and Collateral Agreement, as it may hereafter be amended or otherwise
modified from time to time being the "SECURITY AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined)
in favor of the Secured Party; and

WHEREAS, pursuant to the Security Agreement, the Grantor has granted to Secured
Party a security interest in all right, title and interest of the Grantor in and
to the Copyrights, and the registrations and recordings thereof in the United
States Copyright Office or any other country or any political subdivision
thereof, all whether now or hereafter owned or licensable by the Grantor and all
extensions or renewals thereof and all Copyright Licenses, and all proceeds of
all of the foregoing, including, without limitation, any claims by the Grantor
against third parties for infringement thereof (the "COLLATERAL"), to secure the
payment and performance of the Secured Obligations.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the Grantor does hereby further confirm, and put on the public
record, its grant to Secured Party of a security interest in and mortgage on the
Collateral to secure the prompt payment and performance of the Secured
Obligations.

The Grantor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the assignment of and grant of a
security interest in the Collateral made hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.

Secured Party's address is 745 Seventh Avenue, New York, New York 10019,
Attention:
______________.







                                      B-1
<PAGE>


IN WITNESS WHEREOF, the Grantor has duly executed or caused this Agreement to be
duly executed as of [                   ].

                               [                             ]


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



                                      B-2
<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

On this ____ day of __________, ____, before me personally appeared
__________________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at _________________________________________ and that he/she
is _______________ of the Grantor; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was affixed pursuant to authority of the Board of Directors of said
corporation and that he/she signed his/her name thereto in his/her capacity as
an authorized officer of said corporation pursuant to such authority.

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





                                      B-3
<PAGE>


                   SCHEDULE 1-A TO THE SUPPLEMENT TO GUARANTEE
                            AND COLLATERAL AGREEMENT
                                  (COPYRIGHTS)


       COPYRIGHT                REGISTRATION DATE            REGISTRATION NO.
----------------------       ------------------------       ------------------









                                      B-4
<PAGE>


                 EXHIBIT C TO GUARANTEE AND COLLATERAL AGREEMENT

                SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT
                                    (PATENTS)

WHEREAS, [ ], a [ ] corporation (herein referred to as "GRANTOR"), having an
address at [ ], owns the letters patent and/or applications for letters patent
of the United States of America more particularly described on Schedule 1-A
annexed hereto as part hereof (the "Patents");

WHEREAS, the Grantor has entered into a Guarantee and Collateral Agreement (said
Guarantee and Collateral Agreement, as it may hereafter be amended or otherwise
modified from time to time being the "SECURITY AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined)
in favor of the Secured Party; and

WHEREAS, pursuant to the Security Agreement, the Grantor has granted to Secured
Party a security interest in all right, title and interest of Grantor in and to
the Patents, together with all registrations and recordings thereof, including,
without limitation, applications, registrations and recordings in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, all whether now or hereafter owned or licensable by
Grantor, and all reissues, continuations, continuations-in-part, term
restorations or extensions thereof, all Patent Licenses and all proceeds of all
of the foregoing, including, without limitation, any claims by Grantor against
third parties for infringement thereof for the full term of the Patents (the
"COLLATERAL"), to secure the prompt payment and performance of the Secured
Obligations.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the Grantor does hereby further confirm, and put on the public
record, its grant to Secured Party of a security interest in and mortgage on the
Collateral to secure the prompt payment and performance of the Secured
Obligations.

The Grantor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the assignment of and grant of a
security interest in the Collateral made hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.

Secured Party's address is 745 Seventh Avenue, New York, New York 10019,
Attention:

 ______________.




                                      C-1
<PAGE>


IN WITNESS WHEREOF, the Grantor has duly executed or caused this Agreement to be
duly executed as of [                   ].

                               [                             ]


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

                                      C-2
<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

On this ____ day of ____________, before me personally appeared
________________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at _________________________________________ and that he/she
is _______________ of the Grantor; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was affixed pursuant to authority of the Board of Directors of said
corporation and that he/she signed his/her name thereto in his/her capacity as
an authorized officer of said corporation pursuant to such authority.

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



                                      C-3
<PAGE>


                   SCHEDULE 1-A TO THE SUPPLEMENT TO GUARANTEE
                            AND COLLATERAL AGREEMENT
                                    (PATENTS)


                          DATE FILED                   SERIAL NO. OR
       TITLE              OR GRANTED                     PATENT NO.
-------------------  ----------------------       -------------------------








                                      C-4
<PAGE>


                 EXHIBIT D TO GUARANTEE AND COLLATERAL AGREEMENT

                SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT
                                  (TRADEMARKS)

WHEREAS, [ ], a [ ] corporation (herein referred to as "GRANTOR"), having an
address at [ ], (1) has adopted, used and is using, or (2) has intended to use
and filed an application indicating that intention, but has not yet filed an
allegation of use under Section l(c) or l(d) of the Trademark Act, or (3) has
filed an application based on an intention to use and has since used and has
filed an allegation of use under Section l(c) or l(d) of the Trademark Act, the
trademarks, trade names, trade styles and service marks listed on the annexed
Schedule 1-A, which trademarks, trade names, trade styles and service marks are
registered in the United States Patent and Trademark Office (the "TRADEMARKS");
and

WHEREAS, the Grantor has entered into a Guarantee and Collateral Agreement (said
Guarantee and Collateral Agreement, as it may hereafter be amended or otherwise
modified from time to time being the "SECURITY AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined)
in favor of the Secured Party; and

WHEREAS, pursuant to the Security Agreement, the Grantor has granted to Secured
Party a security interest in all right, title and interest of the Grantor in and
to the Trademarks, together with all prints and labels on which said Trademarks
have appeared or appear, designs and general intangibles of like nature, now
existing or hereafter adopted or acquired, and the goodwill of the business
symbolized by the Trademarks and the applications, registrations and recordings
in the United States Patent and Trademark Office or in any similar office or
agency of the United States of America, any State thereof, or any other country
or any political subdivision thereof, all whether now or hereafter owned or
licensable by Grantor, and all reissues, extensions or renewals thereof, all
Trademark Licenses and all proceeds of all of the foregoing, including, without
limitation, any claims by Grantor against third parties for infringement thereof
(the "COLLATERAL"), to secure the payment and performance of the Secured
Obligations.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the Grantor does hereby further confirm, and put on the public
record, its grant to Secured Party of a security interest in and mortgage on the
Collateral to secure the prompt payment and performance of the Secured
Obligations.

The Grantor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the grant of, security interest in and
mortgage on the Collateral made hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are hereby incorporated herein by
reference as if fully set forth herein.

Secured Party's address is 745 Seventh Avenue, New York, New York 10019,
Attention:

______________.




                                      D-1
<PAGE>


IN WITNESS WHEREOF, the Grantor has duly executed or caused this Agreement to be
duly executed as of [            ].



                               [                             ]


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


                                      D-2
<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

On this ____ day of _________, ____, before me personally appeared
___________________, to me known, who, being by me duly sworn, did depose and
say that he/she resides at _________________________________________ and that
he/she is _______________ of the Grantor; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was affixed pursuant to authority of the Board of Directors of said
corporation and that he/she signed his/her name thereto in his/her capacity as
an authorized officer of said corporation pursuant to such authority.

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



                                      D-3
<PAGE>


                   SCHEDULE 1-A TO THE SUPPLEMENT TO GUARANTEE
                            AND COLLATERAL AGREEMENT
                                  (TRADEMARKS)


                              APPLICATION OR        APPLICATION SERIAL NO. OR
        TRADEMARK            REGISTRATION DATE          REGISTRATION NO.
-----------------------   ------------------------  --------------------------








                                      D-4
<PAGE>



                 EXHIBIT E TO GUARANTEE AND COLLATERAL AGREEMENT

                            FORM OF CONTROL AGREEMENT

         This CONTROL AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "CONTROL AGREEMENT") dated as of _______________, 200__,
is made by and among _______________, a __________ corporation (the "GRANTOR"),
Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Secured Parties (as defined in the Guarantee and
Collateral Agreement referred to below), and ____________, a ____________ (the
"DEPOSITORY BANK").

         WHEREAS, the Depository Bank maintains for the Grantor a deposit
account, Account No. _________________ (the "PLEDGED ACCOUNT"), in the name of
the Grantor.

         WHEREAS, the Grantor has granted to the Administrative Agent for the
benefit of the Secured Parties a security interest in the Pledged Account, all
claims arising therefrom, all funds now or hereafter therein, all amounts now or
hereafter credited thereto and all Proceeds thereof (collectively, the
"COLLATERAL") pursuant to a Guarantee and Collateral Agreement, dated as of
October 30, 2003 (as amended, supplemented, replaced or otherwise modified from
time to time, the "GUARANTEE AND COLLATERAL AGREEMENT"), by the Grantor and the
other persons party thereto as grantors in favor of the Administrative Agent.

         WHEREAS, the following terms which are defined in Article 9 of the
Uniform Commercial Code in effect in the State of New York on the date hereof
(the "UCC") are used herein as so defined (whether or not such terms are
capitalized in the UCC): Bank, Bank's Jurisdiction, Control, Deposit Account and
Proceeds.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         SECTION 1. NOTICE OF SECURITY INTEREST. The Grantor, the Administrative
Agent and the Depository Bank are entering into this Control Agreement to
perfect, and to confirm the priority of, the Administrative Agent's security
interest in the Collateral. The Depository Bank acknowledges that this Control
Agreement constitutes written notification to the Depository Bank of the
Administrative Agent's security interest in the Collateral. The Depository Bank
agrees to promptly make all necessary entries or notations in its books and
records to reflect the Administrative Agent's security interest in the
Collateral. The Depository Bank acknowledges that the Administrative Agent has
control over the Pledged Account, all claims arising therefrom, all funds now or
hereafter therein all amounts now or hereafter credited thereto and all Proceeds
thereof.

         SECTION 2. COLLATERAL; PLEDGED ACCOUNT. (a) The Grantor agrees with the
Administrative Agent and the Depository Bank that the Grantor will direct that,
all funds transferred by the Grantor to the Depository Bank, deposited by the
Grantor with the Depository Bank, or otherwise held by the Depository Bank for
the Grantor, be credited to the Pledged Account, another deposit account with
the Depository Bank subject to a Control Agreement or, in accordance with
Section 7.07 of the Security Agreement, a payroll account.

         (b) The Depository Bank hereby represents and warrants to, and agrees
with the Grantor and the Administrative Agent, that (i) the Depository Bank is a
Bank, (ii) the Pledged Account is and shall remain a Deposit Account, (iii) the
Bank's Jurisdiction is, and during the term of this Control Agreement shall


                                      E-1
<PAGE>

remain, the State of New York and (iv) SCHEDULE 1 contains a true and complete
statement of the Pledged Account and credit balance therein as of the date
hereof. The Depository Bank will not, so long as this Control Agreement is in
effect, enter into any agreement with any other person that provides Control
over the Pledged Account to such person. The Depository Bank will not advance
credit to the Grantor secured by the Collateral (other than the fees and charges
referred to in Section 7).

         (c) The Administrative Agent hereby instructs the Depository Bank, and
the Depository Bank hereby confirms and agrees that, unless the Administrative
Agent shall otherwise direct the Depository Bank in writing, all funds
transferred by the Grantor to the Depository Bank, deposited by the Grantor with
the Depository Bank, or otherwise held by the Depository Bank for the Grantor
shall be credited to the Pledged Account, another deposit account with the
Depository Bank subject to a Control Agreement or a payroll account with the
Depository Bank.

         SECTION 3. CONTROL. The Depository Bank hereby agrees, upon written
direction from the Administrative Agent and without further consent from the
Grantor, (a) to comply with all instructions originated by the Administrative
Agent directing disposition of the funds in the Pledged Account and all other
instructions regarding the Pledged Account originated by the Administrative
Agent and to the extent directed by the Administrative Agent and to pay over to
the Administrative Agent all proceeds without any setoff or deduction, and (b)
except as otherwise directed by the Administrative Agent, not to comply with the
instructions or directions of any kind originated by the Grantor or any other
person regarding the Pledged Account or disposition of the funds therein;
PROVIDED, HOWEVER, that notwithstanding the foregoing provisions of this
paragraph (b), the Depository Bank may comply with instructions regarding
disposition of funds in the Pledged Account originated by the Grantor except
during any period beginning at the time that the Depository Bank has received
from the Administrative Agent a notice, substantially in the form of EXHIBIT 1
hereto (a "NOTICE OF DEFAULT") and ending at the time that the Depository Bank
has received from the Administrative Agent a written notice withdrawing such
Notice of Default.

         SECTION 4. OTHER AGREEMENTS; TERMINATION. The Depository Bank shall
simultaneously send to the Administrative Agent copies of all notices given and
statements rendered pursuant to the Pledged Account. The Depository Bank shall
notify promptly the Administrative Agent and the Grantor if any other person
asserts any lien, encumbrance, claim (including any adverse claim) or security
interest in or against any of the Collateral. As long as the Guarantee and
Collateral Agreement remains in effect, neither the Grantor nor the Depository
Bank shall terminate the Pledged Account without thirty (30) days' prior written
notice to the other party and the Administrative Agent. In the event of any
conflict between the provisions of this Control Agreement and any other
agreement governing the Pledged Account or the Collateral, the provisions of
this Control Agreement shall control.

         SECTION 5. PROTECTION OF DEPOSITORY BANK. The Depository Bank may rely
and shall be protected in acting upon any notice, instruction or other
communication that it reasonably believes to be genuine and authorized.

         SECTION 6. TERMINATION. This Control Agreement shall terminate
automatically upon receipt by the Depository Bank of written notice executed by
the Administrative Agent terminating this Agreement.

                                      E-2
<PAGE>

         SECTION 7. WAIVER; PRIORITY OF ADMINISTRATIVE AGENT'S INTERESTS. Other
than with respect to its fees and customary charges with respect to the Pledged
Account, the Depository Bank hereby waives its right to set off any obligations
of the Grantor to the Depository Bank against any or all of the Collateral and
hereby agrees that any and all liens, encumbrances, claims or security interests
which the Depository Bank may have against the Collateral, either now or in the
future in connection with the Pledged Account (other than in respect of such
fees and customary charges) are and shall be subordinate and junior to the prior
payment in full in immediately available funds of all obligations of the Grantor
now or hereafter existing under the Credit Agreement, the Guarantee and
Collateral Agreement, and all other documents related thereto, whether for
principal, interest (including, without limitation, interest as provided in the
Credit Agreement, whether or not such interest accrues after the filing of such
petition for purposes of the federal Bankruptcy Code or is an allowed claim in
such proceeding), indemnities, fees, premiums, expenses or otherwise. Except for
the foregoing and claims and interests of the Administrative Agent and the
Grantor in the Collateral and the rights of the Depository Bank therein, the
Depository Bank does not know of any claim to or security interest or other
interest in the Collateral.

         SECTION 8. EXCULPATION AND INDEMNITY. The Depository Bank shall not be
liable, except for its own gross negligence or willful misconduct or its breach
of the express terms of this Control Agreement and, except with respect to
claims based upon such gross negligence or willful misconduct or any such breach
that are successfully asserted against the Depository Bank, the Grantor shall
indemnify and hold harmless the Depository Bank (and any successor Depository
Bank) from and against any and all losses, liabilities, claims, actions, damages
and expenses, including reasonable attorneys' fees and disbursements arising out
of and in connection with this Control Agreement.

         SECTION 9. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when received,
to the Grantor's and the Administrative Agent's addresses as set forth in the
Guarantee and Collateral Agreement, and to the Depository Bank's address as set
forth below, or to such other address as any party may give to the others in
writing for such purpose:

                           [Name of Depository Bank]
                           [Address of Depository Bank]
                           Attention:-------------------
                           Telephone: (  )  ------  ----- -----------
                           Telecopy:  (  )  ------  ----- -----------

         SECTION 10. AMENDMENTS IN WRITING. None of the terms or provisions of
this Control Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the parties hereto.

         SECTION 11. ENTIRE AGREEMENT. This Control Agreement and the Guarantee
and Collateral Agreement constitute the entire agreement and supersede all other
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.

                                      E-3
<PAGE>

         SECTION 12. EXECUTION IN COUNTERPARTS. This Control Agreement may be
executed in any number of counterparts (including by telecopy), each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         SECTION 13. SUCCESSORS AND ASSIGNS. This Control Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Grantor may not assign, transfer or
delegate any of its rights or obligations under this Control Agreement without
the prior written consent of the Administrative Agent.

         SECTION 14. GOVERNING LAW AND JURISDICTION. This Control Agreement has
been delivered to and accepted by the Administrative Agent and will be deemed to
be made in the State of New York. THIS CONTROL AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. Each of the parties hereto submits for itself and its property in any
legal action or proceeding relating to this Control Agreement, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof.

         SECTION 15. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

                                      [NAME OF GRANTOR]


                                      By:
                                        ---------------------------------------
                                           Name:
                                           Title:
                                      LEHMAN COMMERCIAL PAPER INC., as
                                      Administrative Agent


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


                                      [NAME OF DEPOSITORY BANK]


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



                                      E-4
<PAGE>


                                                  Exhibit 1 to Control Agreement

                                     [Date]


         To: [Name of Depository Bank
              Address of Depository Bank]

         Attention:
         Telecopy:

         Dear_______;

         We refer to the Control Agreement, dated _______ (as heretofore
         amended, modified or supplemented, the "CONTROL AGREEMENT") by and
         among [Name of Depository Bank,] [name of Grantor] and us. Except as
         otherwise provided herein, terms defined in the Control Agreement, when
         used herein, shall have the respective meanings therein provided.

         This constitutes a Notice of Default under and as such term is defined
         in the Control Agreement. Until the Depository Bank receives a written
         notice from us withdrawing this Notice of Default, the Depository Bank
         shall not comply with any instructions regarding disposition of funds
         in the Pledged Account.

         Very truly yours,

         LEHMAN COMMERCIAL PAPER INC.,
         as Administrative Agent


         By:_______________________
             Name:
             Title:





                                      E-5
<PAGE>



                 EXHIBIT F TO GUARANTEE AND COLLATERAL AGREEMENT

                            FORM OF CONTROL AGREEMENT

         This CONTROL AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "CONTROL AGREEMENT") dated as of ______________, 200__
is made by and among _______________, a __________ corporation (the "GRANTOR"),
Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Secured Parties (as defined in the Guarantee and
Collateral Agreement referred to below), and ____________, a ____________
corporation (the "ISSUER").

         WHEREAS, the Grantor has granted to the Administrative Agent for the
benefit of the Secured Parties a security interest in the uncertificated
securities of the Issuer owned by the Grantor from time to time (collectively,
the "PLEDGED SECURITIES"), and all additions thereto and substitutions and
Proceeds thereof (collectively, with the Pledged Securities, the "COLLATERAL")
pursuant to a Guarantee and Collateral Agreement, dated as of October 30, 2003
(as amended, supplemented, replaced or otherwise modified from time to time, the
"GUARANTEE AND COLLATERAL AGREEMENT"), by the Grantor and the other persons
party thereto as grantors in favor of the Administrative Agent.

         WHEREAS, the following terms which are defined in Articles 8 and 9 of
the Uniform Commercial Code in effect in the State of New York on the date
hereof (the "UCC") are used herein as so defined (whether or not such terms are
capitalized in the UCC): Adverse Claim, Control, Instruction, Issuer's
Jurisdiction, Proceeds and Uncertificated Security.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         SECTION 1. NOTICE OF SECURITY INTEREST. The Grantor, the Administrative
Agent and the Issuer are entering into this Control Agreement to perfect, and to
confirm the priority of, the Administrative Agent's security interest in the
Collateral. The Issuer acknowledges that this Control Agreement constitutes
written notification to the Issuer of the Administrative Agent's security
interest in the Collateral. The Issuer agrees to promptly make all necessary
entries or notations in its books and records to reflect the Administrative
Agent's security interest in the Collateral and, upon request by the
Administrative Agent, to register the Administrative Agent as the registered
owner of any or all of the Pledged Securities. The Issuer acknowledges that the
Administrative Agent has control over the Collateral.

         SECTION 2. COLLATERAL. The Issuer hereby represents and warrants to,
and agrees with the Grantor and the Administrative Agent that (i) the terms of
any limited liability company interests or partnership interests included in the
Collateral from time to time shall expressly provide that they are securities
governed by Article 8 of the Uniform Commercial Code in effect from time to time
in the State of [__________], (ii) the Pledged Securities are Uncertificated
Securities, (iii) the Issuer's Jurisdiction is, and during the term of this
Control Agreement shall remain, the State of [____________], (iv) SCHEDULE 1
contains a true and complete description of the Pledged Securities as of the
date hereof and (v) except for the claims and interests of the Administrative
Agent and the Grantor in the Collateral, the Issuer does not know of any claim
to or security interest or other interest in the Collateral.



                                      F-1
<PAGE>

         SECTION 3. CONTROL. The Issuer hereby agrees, upon written direction
from the Administrative Agent and without further consent from the Grantor, (a)
to comply with all Instructions and directions of every kind originated by the
Administrative Agent concerning the Collateral, to liquidate or otherwise
dispose of the Collateral as and to the extent directed by the Administrative
Agent and to pay over to the Administrative Agent all Proceeds of the Collateral
without any setoff or deduction, and (b) except as otherwise directed by the
Administrative Agent, not to comply with the Instructions or directions of any
kind originated by the Grantor or any other person with respect to the
Collateral.

         SECTION 4. OTHER AGREEMENTS. The Issuer shall notify promptly the
Administrative Agent and the Grantor if any other person asserts any lien,
encumbrance, claim (including any adverse claim) or security interest in or
against any of the Collateral. In the event of any conflict between the
provisions of this Control Agreement and any other agreement governing the
Pledged Securities or the Collateral, the provisions of this Control Agreement
shall control.

         SECTION 5. PROTECTION OF ISSUER. The Issuer may rely and shall be
protected in acting upon any notice, instruction or other communication that it
reasonably believes to be genuine and authorized.

         SECTION 6. TERMINATION. This Control Agreement shall terminate
automatically upon receipt by the Issuer of written notice executed by the
Administrative Agent terminating this Agreement.

         SECTION 7. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when received,
to the Grantor's and the Administrative Agent's addresses as set forth in the
Guarantee and Collateral Agreement, and to the Issuer's address as set forth
below, or to such other address as any party may give to the others in writing
for such purpose:

                           [Name of Issuer]
                           [Address of Issuer]
                           Attention:  -------------------
                           Telephone: (  )  ------  ----- -----------
                           Telecopy:  (  )  ------  ----- -----------

         SECTION 8. AMENDMENTS IN WRITING. None of the terms or provisions of
this Control Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the parties hereto.

         SECTION 9. ENTIRE AGREEMENT. This Control Agreement and the Guarantee
and Collateral Agreement constitute the entire agreement and supersede all other
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.

         SECTION 10. EXECUTION IN COUNTERPARTS. This Control Agreement may be
executed in any number of counterparts (including by telecopy), each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



                                      F-2
<PAGE>

         SECTION 11. SUCCESSORS AND ASSIGNS. This Control Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Grantor may not assign, transfer or
delegate any of its rights or obligations under this Control Agreement without
the prior written consent of the Administrative Agent.

         SECTION 12. GOVERNING LAW AND JURISDICTION. This Control Agreement has
been delivered to and accepted by the Administrative Agent and will be deemed to
be made in the State of New York. THIS CONTROL AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. Each of the parties hereto submits for itself and its property in any
legal action or proceeding relating to this Control Agreement, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof.

         SECTION 13. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

                                     [NAME OF GRANTOR]


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


                                     LEHMAN COMMERCIAL PAPER INC., as
                                     Administrative Agent


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


                                     [NAME OF ISSUER]


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





                                      F-3
<PAGE>



                 EXHIBIT G TO GUARANTEE AND COLLATERAL AGREEMENT

                            FORM OF CONTROL AGREEMENT

         This CONTROL AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "CONTROL AGREEMENT") dated as of ______________, 200__,
is made by and among _______________, a __________ corporation (the "GRANTOR"),
Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Secured Parties (as defined in the Guarantee and
Collateral Agreement referred to below), and ____________, a ____________
corporation (the "BROKER").

         WHEREAS, the Broker maintains for the Grantor a securities account,
Account No. _________________ (the "PLEDGED ACCOUNT"), in the name of the
Grantor.

         WHEREAS, the Grantor has granted to the Administrative Agent for the
benefit of the Secured Parties a security interest in the Pledged Account, the
financial assets and any free credit balance carried therein, all security
entitlements with respect thereto, and all additions thereto and substitutions
and Proceeds thereof (collectively, the "COLLATERAL") pursuant to a Guarantee
and Collateral Agreement, dated as of October 30, 2003 (as amended,
supplemented, replaced or otherwise modified from time to time, the "GUARANTEE
AND COLLATERAL AGREEMENT"), by the Grantor and the other persons party thereto
as grantors in favor of the Administrative Agent.

         WHEREAS, the following terms which are defined in Articles 8 and 9 of
the Uniform Commercial Code in effect in the State of New York on the date
hereof (the "UCC") are used herein as so defined (whether or not such terms are
capitalized in the UCC): Adverse Claim, Commodity Account, Commodity Contract,
Control, Entitlement Order, Financial Asset, Investment Property, Proceeds,
Securities Account, Securities Intermediary, Securities Intermediary's
Jurisdiction and Security Entitlement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         SECTION 1. NOTICE OF SECURITY INTEREST. The Grantor, the Administrative
Agent and the Broker are entering into this Control Agreement to perfect, and to
confirm the priority of, the Administrative Agent's security interest in the
Collateral. The Broker acknowledges that this Control Agreement constitutes
written notification to the Broker of the Administrative Agent's security
interest in the Collateral. The Broker agrees to promptly make all necessary
entries or notations in its books and records to reflect the Administrative
Agent's security interest in the Collateral. The Broker acknowledges that the
Administrative Agent has control over the Pledged Account, all Financial Assets
contained therein from time to time, and all Security Entitlements with respect
thereto.

         SECTION 2. COLLATERAL; PLEDGED ACCOUNT. (a) The Grantor hereby agrees
with the Administrative Agent and the Broker that that Grantor shall direct that
all Investment Property (other than any Commodity Contract or Commodity Account)
held by the Broker for the Grantor be credited to the Pledged Account or another
securities account subject to a Control Agreement maintained with the Broker.

         (b) The Broker hereby represents and warrants to, and agrees with the
Grantor and the Administrative Agent that (i) the Broker is a Securities
Intermediary with respect to the Grantor and the Pledged Account is a Securities
Account, (ii) all assets, property and items from time to time carried in the


                                      G-1
<PAGE>

Pledged Account, including, without limitation, any Investment Property, are,
and will continue to be, Financial Assets, (iii) the Securities Intermediary's
Jurisdiction is, and during the term of this Control Agreement shall remain, the
State of New York, (iv) SCHEDULE 1 contains a true and complete statement of the
Pledged Account and the Financial Assets carried therein and any free credit
balance therein as of the date hereof, (v) no Financial Asset included in the
Collateral is registered in the name of, payable to the order of, or specially
indorsed to, the Grantor, which has not been indorsed to the Broker or in blank,
and (vi) the Pledged Account is and shall remain a cash account, and the Broker
will not extend, directly or indirectly, any "purpose credit" (within the
meaning of such term under Regulation T of the Board of Governors of the Federal
Reserve System of the United States) to the Grantor in respect of the Pledged
Account. The Brokers will not, so long as this Control Agreement is in effect,
enter into any agreement with any other Person that provides Control over the
Pledged Account to such other Person.

         (c) The Administrative Agent hereby instructs the Broker, and the
Broker hereby confirms and agrees that, unless the Administrative Agent shall
otherwise direct the Broker in writing, the Investment Property (other than any
Commodity Contract or Commodity Account) from time to time held by the Broker
for the Grantor shall be credited only to, and carried only in, the Pledged
Account or another securities account subject to a Control Agreement maintained
with the Broker.

         SECTION 3. CONTROL. The Broker hereby agrees, upon written direction
from the Administrative Agent and without further consent from the Grantor, (a)
to comply with all instructions, Entitlement Orders and directions of every kind
originated by the Administrative Agent concerning the Collateral, to liquidate
or otherwise dispose of the Collateral as and to the extent directed by the
Administrative Agent and to pay over to the Administrative Agent all proceeds
without any setoff or deduction, and (b) except as otherwise directed by the
Administrative Agent, not to comply with the instructions, Entitlement Orders or
directions of any kind originated by the Grantor or any other person.

         SECTION 4. OTHER AGREEMENTS; TERMINATION; SUCCESSOR BROKERS. The Broker
shall simultaneously send to the Administrative Agent copies of all notices
given and statements rendered pursuant to the Pledged Account. The Broker shall
notify promptly the Administrative Agent and the Grantor if any other person
asserts any lien, encumbrance, claim (including any adverse claim) or security
interest in or against any of the Collateral. As long as the Guarantee and
Collateral Agreement remains in effect, neither the Grantor nor the Broker shall
terminate the Pledged Account without thirty (30) days' prior written notice to
the other party and the Administrative Agent. In the event of any conflict
between the provisions of this Control Agreement and any other agreement
governing the Pledged Account or the Collateral, the provisions of this Control
Agreement shall control. In the event the Broker no longer serves as Broker for
the Collateral, the Pledged Account and the Financial Assets carried therein
shall be transferred to a successor broker or custodian satisfactory to the
Administrative Agent, provided, that prior to such transfer, such successor
broker or custodian shall execute an agreement that is substantially in the form
of this Control Agreement or is otherwise in form and substance satisfactory to
the Administrative Agent.

         SECTION 5. PROTECTION OF BROKER INDEMNIFICATION. The Broker may rely
and shall be protected in acting upon any notice, instruction or other
communication that it reasonably believes to be genuine and authorized. The
Broker shall not be liable, except for its own gross negligence or willful


                                      G-2
<PAGE>

misconduct or its breach of the express terms of this Control Agreement and,
except with respect to claims based upon such gross negligence or willful
misconduct or any such breach that are successfully asserted against the Broker,
the Grantor shall indemnify and hold harmless the Broker (and any successor
Broker) from and against any and all losses, liabilities, claims, actions,
damages and expenses, including reasonable attorneys' fees and disbursements
arising out of and in connection with this Control Agreement.

         SECTION 6. TERMINATION. This Control Agreement shall terminate
automatically upon receipt by the Broker of written notice executed by the
Administrative Agent terminating this Agreement.

         SECTION 7. WAIVER; PRIORITY OF ADMINISTRATIVE AGENT'S INTERESTS. Other
than with respect to its fees and customary commissions with respect to the
Pledged Account, the Broker hereby waives its right to set off any obligations
of the Grantor to the Broker against any or all of the Collateral and hereby
agrees that any and all liens, encumbrances, claims or security interests which
the Broker may have against the Collateral, either now or in the future in
connection with the Pledged Account, are and shall be subordinate and junior to
the prior payment in full in immediately available funds of all obligations of
the Grantor now or hereafter existing under the Credit Agreement, the Guarantee
and Collateral Agreement, and all other documents related thereto, whether for
principal, interest (including, without limitation, interest as provided in the
Credit Agreement, whether or not such interest accrues after the filing of such
petition for purposes of the federal Bankruptcy Code or is an allowed claim in
such proceeding), indemnities, fees, premiums, expenses or otherwise. Except for
the foregoing and claims and interests of the Administrative Agent and the
Grantor in the Collateral and the rights of the Broker therein, the Broker does
not know of any claim to or security interest or other interest in the
Collateral.

         SECTION 8. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy) and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when received,
to the Grantor's and the Administrative Agent's addresses as set forth in the
Guarantee and Collateral Agreement, and to the Broker's address as set forth
below, or to such other address as any party may give to the others in writing
for such purpose:

                     [Name of Broker]
                     [Address of Broker]
                     Attention:-------------------
                     Telephone: ( ) ------ ----- -----------
                     Telecopy: ( ) ------ ----- -----------

         SECTION 9. AMENDMENTS IN WRITING. None of the terms or provisions of
this Control Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the parties hereto.

         SECTION 10. ENTIRE AGREEMENT. This Control Agreement and the Guarantee
and Collateral Agreement constitute the entire agreement and supersede all other
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.


                                      G-3
<PAGE>

         SECTION 11. EXECUTION IN COUNTERPARTS. This Control Agreement may be
executed in any number of counterparts (including by telecopy), each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         SECTION 12. SUCCESSORS AND ASSIGNS. This Control Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Grantor may not assign, transfer or
delegate any of its rights or obligations under this Control Agreement without
the prior written consent of the Administrative Agent.

         SECTION 13. GOVERNING LAW AND JURISDICTION. This Control Agreement has
been delivered to and accepted by the Administrative Agent and will be deemed to
be made in the State of New York. THIS CONTROL AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. Each of the parties hereto submits for itself and its property in any
legal action or proceeding relating to this Control Agreement, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof.

         SECTION 14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

                                [NAME OF GRANTOR]


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


                                LEHMAN COMMERCIAL PAPER INC., as
                                Administrative Agent


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


                                [NAME OF BROKER]


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




                                      G-4
<PAGE>



                 EXHIBIT H TO GUARANTEE AND COLLATERAL AGREEMENT

                            FORM OF CONTROL AGREEMENT

         This CONTROL AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "CONTROL AGREEMENT") dated as of ______________, 200__,
is made by and among _______________, a __________ corporation (the "GRANTOR"),
Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Secured Parties (as defined in the Guarantee and
Collateral Agreement referred to below), and ____________, a ____________
corporation (the "BROKER").

         WHEREAS, the Broker maintains for the Grantor a commodity account,
Account No. _________________ (the "PLEDGED ACCOUNT"), in the name of the
Grantor.

         WHEREAS, the Grantor has granted to the Administrative Agent for the
benefit of the Secured Parties a security interest in the Pledged Account, the
commodity contracts and any free credit balance carried therein, and all
additions thereto and substitutions and Proceeds thereof (collectively, the
"COLLATERAL") pursuant to a Guarantee and Collateral Agreement, dated as of
October 30, 2003 (as amended, supplemented, replaced or otherwise modified from
time to time, the "GUARANTEE AND COLLATERAL AGREEMENT"), by the Grantor and the
other persons party thereto as grantors in favor of the Administrative Agent.

         WHEREAS, the following terms which are defined in Articles 8 and 9 of
the Uniform Commercial Code in effect in the State of New York on the date
hereof (the "UCC") are used herein as so defined (whether or not such terms are
capitalized in the UCC): Commodity Account, Commodity Contract, Commodity
Intermediary's Jurisdiction, Control and Proceeds.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         SECTION 1. NOTICE OF SECURITY INTEREST. The Grantor, the Administrative
Agent and the Broker are entering into this Control Agreement to perfect, and to
confirm the priority of, the Administrative Agent's security interest in the
Collateral. The Broker acknowledges that this Control Agreement constitutes
written notification to the Broker of the Administrative Agent's security
interest in the Collateral. The Broker agrees to promptly make all necessary
entries or notations in its books and records to reflect the Administrative
Agent's security interest in the Collateral. The Broker acknowledges that the
Administrative Agent has control over the Pledged Account and all Commodity
Contracts and any free credit balance carried therein from time to time.

         SECTION 2. COLLATERAL; PLEDGED ACCOUNT. (a) The Grantor hereby agrees
with the Administrative Agent and the Broker that the Grantor shall direct that
all Commodity Contracts carried by the Broker on its books for the Grantor be
credited to the Pledged Account or another commodity account subject to a
Control Agreement maintained with the Broker.

         (b) The Broker hereby represents and warrants to, and agrees with the
Grantor and the Administrative Agent that (i) the Broker is a Commodity
Intermediary with respect to the Grantor and the Pledged Account is a Commodity


                                      H-1
<PAGE>

Account, (ii) the Commodity Intermediary's Jurisdiction is, and during the term
of this Control Agreement shall remain, the State of New York, (iii) SCHEDULE 1
contains a true and complete statement of the Pledged Account and the Commodity
Contracts and any free credit balance carried therein as of the date hereof, and
(iv) the Pledged Account is and shall remain a cash account, and the Broker will
not extend, directly or indirectly, any "purpose credit" (within the meaning of
such term under Regulation T of the Board of Governors of the Federal Reserve
System of the United States) to the Grantor in respect of the Pledged Account.
The Broker will not, so long as this Control Agreement is in effect, enter into
any agreement with any other person that provides Control over the Pledged
Account to such other person.

         (c) The Administrative Agent hereby instructs the Broker, and the
Broker hereby confirms and agrees that, unless the Administrative Agent shall
otherwise direct the Broker in writing, all Commodity Contracts carried by the
Broker on its books for the Grantor shall be credited only to, and carried only
in, the Pledged Account or another commodity account subject to a Control
Agreement maintained with the Broker.

         SECTION 3. CONTROL. The Broker hereby agrees, upon written direction
from the Administrative Agent and without further consent from the Grantor, (a)
to apply any value distributed on account of the Commodity Contracts carried in
the Pledged Account as directed by the Administrative Agent, to liquidate or
otherwise dispose of the Collateral as and to the extent directed by the
Administrative Agent and to pay over to the Administrative Agent all proceeds
and other value therefrom or otherwise distributed with respect thereto without
any setoff or deduction, and (b) except as otherwise directed by the
Administrative Agent, not to apply any value distributed on account of any
Commodity Contract carried in the Pledged Account as directed by the Grantor or
any other person.

         SECTION 4. OTHER AGREEMENTS; TERMINATION; SUCCESSOR BROKERS. The Broker
shall simultaneously send to the Administrative Agent copies of all notices
given and statements rendered pursuant to the Pledged Account. The Broker shall
notify promptly the Administrative Agent and the Grantor if any other person
asserts any lien, encumbrance, claim or security interest in or against any of
the Collateral. As long as the Guarantee and Collateral Agreement remains in
effect, neither the Grantor nor the Broker shall terminate the Pledged Account
without thirty (30) days' prior written notice to the other party and the
Administrative Agent. In the event of any conflict between the provisions of
this Control Agreement and any other agreement governing the Pledged Account or
the Collateral, the provisions of this Control Agreement shall control. In the
event the Broker no longer serves as Broker for the Collateral, the Pledged
Account, the Commodity Contracts and any free credit balance carried therein
shall be transferred to a successor broker, custodian or futures commission
merchant satisfactory to the Administrative Agent, provided, that prior to such
transfer, such successor broker, custodian or futures commission merchant shall
execute an agreement that is substantially in the form of this Control Agreement
or is otherwise in form and substance satisfactory to the Administrative Agent.

         SECTION 5. PROTECTION OF BROKER INDEMNIFICATION. The Broker may rely
and shall be protected in acting upon any notice, instruction or other
communication that it reasonably believes to be genuine and authorized. The
Broker shall not be liable, except for its own gross negligence or willful
misconduct or its breach of the express terms of this Control Agreement and,
except with respect to claims based upon such gross negligence or willful
misconduct or any such breach that are successfully asserted against the Broker,
the Grantor shall indemnify and hold harmless the Broker (and any successor
Broker) from and against any and all losses, liabilities, claims, actions,
damages and expenses, including reasonable attorneys' fees and disbursements
arising out of and in connection with this Control Agreement.

                                      H-2
<PAGE>

         SECTION 6. TERMINATION. This Control Agreement shall terminate
automatically upon receipt by the Broker of written notice executed by the
Administrative Agent terminating this Agreement.

         SECTION 7. WAIVER; PRIORITY OF ADMINISTRATIVE AGENT'S INTERESTS. Other
than with respect to its fees and customary commissions with respect to the
Pledged Account, the Broker hereby waives its right to set off any obligations
of the Grantor to the Broker against any or all of the Collateral and hereby
agrees that any and all liens, encumbrances, claims or security interests which
the Broker may have against the Collateral, either now or in the future in
connection with the Pledged Account, are and shall be subordinate and junior to
the prior payment in full in immediately available funds of all obligations of
the Grantor now or hereafter existing under the Credit Agreement, the Guarantee
and Collateral Agreement, and all other documents related thereto, whether for
principal, interest (including, without limitation, interest as provided in the
Credit Agreement, whether or not such interest accrues after the filing of such
petition for purposes of the federal Bankruptcy Code or is an allowed claim in
such proceeding), indemnities, fees, premiums, expenses or otherwise. Except for
the foregoing and claims and interests of the Administrative Agent and the
Grantor in the Collateral and the rights of the Broker therein, the Broker does
not know of any claim to or security interest or other interest in the
Collateral.

         SECTION 8. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy) and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when received,
to the Grantor's and the Administrative Agent's addresses as set forth in the
Guarantee and Collateral Agreement, and to the Broker's address as set forth
below, or to such other address as any party may give to the others in writing
for such purpose:

                     [Name of Broker]
                     [Address of Broker]
                     Attention:-------------------
                     Telephone: ( ) ------ ----- -----------
                     Telecopy: ( ) ------ ----- -----------

         SECTION 9. AMENDMENTS IN WRITING. None of the terms or provisions of
this Control Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the parties hereto.

         SECTION 10. ENTIRE AGREEMENT. This Control Agreement and the Guarantee
and Collateral Agreement constitute the entire agreement and supersede all other
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.

         SECTION 11. EXECUTION IN COUNTERPARTS. This Control Agreement may be
executed in any number of counterparts (including by telecopy), each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         SECTION 12. SUCCESSORS AND ASSIGNS. This Control Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Grantor may not assign, transfer or
delegate any of its rights or obligations under this Control Agreement without
the prior written consent of the Administrative Agent.



                                      H-3
<PAGE>

         SECTION 13. GOVERNING LAW AND JURISDICTION. This Control Agreement has
been delivered to and accepted by the Administrative Agent and will be deemed to
be made in the State of New York. THIS CONTROL AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. Each of the parties hereto submits for itself and its property in any
legal action or proceeding relating to this Control Agreement, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof.

         SECTION 14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

                                [NAME OF GRANTOR]


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


                                LEHMAN COMMERCIAL PAPER INC., as
                                Administrative Agent


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


                                [NAME OF BROKER]


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




                                      H-4
<PAGE>

                 EXHIBIT I TO GUARANTEE AND COLLATERAL AGREEMENT

                            FORM OF CONTROL AGREEMENT

         This CONTROL AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "CONTROL AGREEMENT") dated as of _________, 200_, is
made by and among _______________, a __________ corporation (the "BENEFICIARY"),
Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Secured Parties (as defined in the Guarantee and
Collateral Agreement referred to below), and ____________, a ____________ (the
"ISSUER").

         WHEREAS, the Issuer has issued Letter of Credit No. _________ (together
with all accepted amendment or other modifications thereto, the "CREDIT") in
favor of the Beneficiary.

         WHEREAS, the Beneficiary has granted to the Administrative Agent for
the benefit of the Secured Parties a security interest in and assignment of all
proceeds of and all of the Beneficiary's other Letter-of-Credit Rights with
respect to the Credit (the "COLLATERAL") pursuant to a Guarantee and Collateral
Agreement, dated as of October 30, 2003 (as amended, supplemented, replaced or
otherwise modified from time to time, the "GUARANTEE AND COLLATERAL AGREEMENT"),
by the Beneficiary and the other persons named as "Grantors" therein in favor of
the Administrative Agent.

         WHEREAS, the following terms which are defined in Article 9 of the
Uniform Commercial Code in effect in the State of New York on the date hereof
(the "UCC") are used herein as so defined (whether or not such terms are
capitalized in the UCC): Letter-of-Credit Rights and Proceeds.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         SECTION 1. NOTICE OF SECURITY INTEREST. The Beneficiary, the
Administrative Agent and the Issuer are entering into this Control Agreement to
perfect, and to confirm the priority of, the Administrative Agent's security
interest in the Collateral. The Issuer acknowledges that this Control Agreement
constitutes written notification to the Issuer of the Administrative Agent's
security interest in the Collateral. The Issuer agrees, upon its receipt of the
original Credit (which the Beneficiary agrees to transmit forthwith to the
Issuer), to promptly make a notation to reflect the Administrative Agent's
security interest in the Collateral upon the original Credit and thereafter
return the original Credit to the Beneficiary. The Issuer also agrees to
promptly make such other necessary entries or notations in its books and records
to reflect the Administrative Agent's security interest in the Collateral. The
Issuer acknowledges that the Administrative Agent has control over the
Collateral.

         SECTION 2. CONTROL. For the purposes of Sections 5-114(c) and 9-107 of
the UCC, the Issuer hereby consents to the grant to the Administrative Agent of
a security interest in the Letter-of-Credit Rights under the Credit and to the
assignment to the Administrative Agent of the Proceeds of the Credit. The Issuer
will pay all Proceeds of the Credit to the Administrative Agent in accordance
with the Administrative Agent's written instructions. The Beneficiary agrees to
immediately return to the Issuer any Proceeds of the Credit inadvertently paid
to the Beneficiary. The Issuer will not consent to any other assignment of
Proceeds of the Credit or to any other security interest in the Collateral.



                                      I-1
<PAGE>

         SECTION 3. EXTENT OF AGREEMENT. This Control Agreement (a) is not a
transfer or assignment of the Credit, (b) does not give the Administrative Agent
any interest in the Credit or any documents presented thereunder or any right to
draw on the Credit or to consent or to refuse to consent to amendments to the
Credit or to the cancellation thereof, (c) does not affect whether the
Beneficiary can transfer its right to draw on the Credit and (d) does not affect
the Beneficiary's right to draw on the Credit or the Beneficiary's or the
Issuer's right to consent or to refuse to consent to amendments to the Credit or
to the cancellation thereof.

         SECTION 4. REPRESENTATIONS AND WARRANTIES. The Beneficiary represents
and warrants that:

         (a) other than as set forth herein, the Beneficiary has not and will
not, by transfer or assignment of the Credit, by negotiation of drafts, by
drawing drafts to a third party or otherwise, assign the right to receive the
whole or any portion of the Collateral or give any other control rights,
authorization or direction in respect of the Collateral to any other party;

         (b) the Beneficiary has not and will not, without the prior written
consent of the Issuer, present to anyone but the Issuer any documents under the
Credit;

         (c) the Beneficiary's execution, delivery and performance of this
Control Agreement (i) are within its powers, (ii) have been duly authorized,
(iii) do not contravene any charter provision, by-law, resolution, contract or
other undertaking binding on or affecting the Beneficiary or any of its
properties, (iv) do not violate any applicable domestic or foreign law, rule or
regulation and (v) do not require any notice, filing or other action to, with or
by any governmental authority;

         (d) this Control Agreement has been duly executed and delivered by the
Beneficiary and is the Beneficiary's legal, valid and binding obligation; and

         (e) the transactions underlying the Credit (and any shipment of goods
or provision of services and any related financial arrangements) and this
Control Agreement do not violate any applicable United States or other law, rule
or regulation.

         SECTION 5. OTHER AGREEMENTS; TERMINATION; SUCCESSOR ISSUERS. The Issuer
shall simultaneously send to the Administrative Agent copies of all notices
given and statements rendered pursuant to the Credit. The Issuer shall notify
promptly the Administrative Agent and the Beneficiary if any other person
asserts any lien, encumbrance, claim (including any adverse claim) or security
interest in or against any of the Collateral. Until the Administrative Agent has
notified the Issuer and Beneficiary that this Agreement has been terminated in
accordance with Section 7, neither the Beneficiary nor the Issuer shall
terminate the Credit before its stated maturity without thirty (30) days' prior
written notice to the other party and the Administrative Agent. In the event of
any conflict between the provisions of this Control Agreement and any other
agreement governing the Credit or the Collateral, the provisions of this Control
Agreement shall control. In the event the Issuer no longer serves as Issuer for
the Credit, the Credit shall be transferred to a successor Issuer satisfactory
to the Administrative Agent, provided, that prior to such transfer, such
successor Issuer shall execute an agreement that is substantially in the form of
this Control Agreement or is otherwise in form and substance satisfactory to the
Administrative Agent.



                                      I-2
<PAGE>

         SECTION 6. PROTECTION OF ISSUER; INDEMNIFICATION. The Issuer may rely
and shall be protected in acting upon any notice, instruction or other
communication that it reasonably believes to be genuine and authorized. The
Issuer shall not be liable, except for its own gross negligence or willful
misconduct or its breach of the express terms of this Control Agreement and,
except with respect to claims based upon such gross negligence or willful
misconduct or any such breach that are successfully asserted against the Issuer,
the Beneficiary shall indemnify and hold harmless the Issuer (and any successor
Issuer) from and against any and all losses, liabilities, claims, actions,
damages and expenses, including reasonable attorneys' fees and disbursements
arising out of and in connection with this Control Agreement.

         SECTION 7. TERMINATION. This Control Agreement shall terminate
automatically upon receipt by the Issuer of written notice executed by the
Administrative Agent terminating this Agreement.

         SECTION 8. WAIVER. The Issuer hereby waives its right to set off any
obligations of the Beneficiary to the Issuer against any or all of the
Collateral.

         SECTION 9. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when received,
to the Beneficiary's and the Administrative Agent's addresses as set forth in
the Guarantee and Collateral Agreement, and to the Issuer's address as set forth
below, or to such other address as any party may give to the others in writing
for such purpose:

                     [Name of Issuer]
                     [Address of Issuer]
                     Attention:-------------------
                     Telephone: ( ) ------ ----- -----------
                     Telecopy: ( ) ------ ----- -----------

         SECTION 10. AMENDMENTS IN WRITING. None of the terms or provisions of
this Control Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the parties hereto.

         SECTION 11. ENTIRE AGREEMENT. This Control Agreement and the Guarantee
and Collateral Agreement constitute the entire agreement and supersede all other
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.

         SECTION 12. EXECUTION IN COUNTERPARTS. This Control Agreement may be
executed in any number of counterparts (including by telecopy), each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         SECTION 13. SUCCESSORS AND ASSIGNS. This Control Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Beneficiary may not assign, transfer or
delegate any of its rights or obligations under this Control Agreement without
the prior written consent of the Administrative Agent.



                                      I-3
<PAGE>

         SECTION 14. GOVERNING LAW AND JURISDICTION. This Control Agreement has
been delivered to and accepted by the Administrative Agent and will be deemed to
be made in the State of New York. This Control Agreement is made subject to the
practice rules (E.G., UCP 500 or ISP 98) to which the Credit is subject. THIS
CONTROL AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Each of the parties hereto
submits for itself and its property in any legal action or proceeding relating
to this Control Agreement, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of the
State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof.

         SECTION 15. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

                               [NAME OF BENEFICIARY],
                              as Beneficiary

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


                               LEHMAN COMMERCIAL PAPER INC.,
                               as Administrative Agent


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


                               [NAME OF ISSUER],
                               as Issuer


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





                                      I-4
<PAGE>





                  ANNEX 1 TO GUARANTEE AND COLLATERAL AGREEMENT

         ASSUMPTION AGREEMENT, dated as of ____________, 200__, made by
______________________, a _______________ corporation (the "ADDITIONAL
GRANTOR"), in favor of Lehman Commercial Paper Inc., as administrative agent (in
such capacity, the "ADMINISTRATIVE AGENT") for (i) the lenders (the "LENDERS")
party to the Credit Agreement referred to below and (ii) the other Secured
Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter
defined)). All capitalized terms not defined herein shall have the meaning
ascribed to them in such Credit Agreement.

                              W I T N E S S E T H:

         WHEREAS, Spanish Broadcasting System, Inc., a Delaware corporation (the
"BORROWER"), the Lenders and the Administrative Agent have entered into a Credit
Agreement, dated as of October 30, 2003 (as amended, supplemented, replaced or
otherwise modified from time to time, the "CREDIT AGREEMENT");

         WHEREAS, in connection with the Credit Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Guarantee and Collateral Agreement, dated as of October 30, 2003 (as
amended, supplemented or otherwise modified from time to time, the "GUARANTEE
AND COLLATERAL AGREEMENT") in favor of the Administrative Agent for the benefit
of the Secured Parties;

         WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and

         WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;

         NOW, THEREFORE, IT IS AGREED:

         1. GUARANTEE AND COLLATERAL AGREEMENT. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 19.15 of
the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee
and Collateral Agreement as a Grantor and Guarantor thereunder with the same
force and effect as if originally named therein as a Grantor and Guarantor and,
without limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor and Guarantor thereunder. The
information set forth in Annex 1-A hereto is hereby added to the information set
forth in the Perfection Certificate or Perfection Supplement most recently
delivered pursuant to the terms of the Guarantee and Collateral Agreement. The
Additional Grantor hereby represents and warrants that each of the
representations and warranties as to the Additional Grantor contained in Section
6 of the Guarantee and Collateral Agreement is true and correct on and as the
date hereof (after giving effect to this Assumption Agreement) as if made on and
as of such date.

         2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>

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

                                        [ADDITIONAL GRANTOR]


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