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                                                                    EXHIBIT 10.2



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                                                                  EXECUTION COPY




                       GUARANTEE AND COLLATERAL AGREEMENT



                                     made by



                          AFTERMARKET TECHNOLOGY CORP.



                         and certain of its Subsidiaries



                                   in favor of



                              JPMORGAN CHASE BANK,
                             as Administrative Agent



                          Dated as of February 8, 2002


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
SECTION 1. DEFINED TERMS......................................................1

     1.1.  Definitions........................................................1

     1.2.  Other Definitional Provisions......................................5

SECTION 2. GUARANTEE..........................................................5

     2.1.  Guarantee..........................................................5

     2.2.  Right of Contribution..............................................6

     2.3.  No Subrogation.....................................................6

     2.4.  Amendments, etc. with respect to the Borrower Obligations..........7

     2.5.  Guarantee Absolute and Unconditional...............................7

     2.6.  Reinstatement......................................................8

     2.7.  Payments...........................................................8

SECTION 3. GRANT OF SECURITY INTEREST.........................................8

SECTION 4. REPRESENTATIONS AND WARRANTIES.....................................9

     4.1.  Representations in Credit Agreement................................9

     4.2.  Title; No Other Liens.............................................10

     4.3.  Perfected First Priority Liens....................................10

     4.4.  Jurisdiction of Organization; Chief Executive Office..............10

     4.5.  Inventory and Equipment...........................................10

     4.6.  Farm Products.....................................................10

     4.7.  Investment Property...............................................11

     4.8.  Receivables.......................................................11

     4.9.  Intellectual Property.............................................11

SECTION 5. COVENANTS.........................................................12


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     5.1.  Covenants in Credit Agreement.....................................12

     5.2.  Delivery of Instruments, Certificated Securities and Chattel
           Paper.............................................................12

     5.3.  Maintenance of Insurance..........................................12

     5.4.  Payment of Obligations............................................13

     5.5.  Maintenance of Perfected Security Interest; Further Documentation.13

     5.6.  Changes in Locations, Name, etc...................................13

     5.7.  Notices...........................................................14

     5.8.  Investment Property...............................................14

     5.9.  Receivables.......................................................15

     5.10. Intellectual Property.............................................15

SECTION 6. REMEDIAL PROVISIONS...............................................17

     6.1.  Certain Matters Relating to Receivables...........................17

     6.2.  Communications with Obligors; Grantors Remain Liable..............17

     6.3.  Pledged Stock.....................................................18

     6.4.  Proceeds to be Turned Over To Agent...............................19

     6.5.  Application of Proceeds...........................................19

     6.6.  Code and Other Remedies...........................................19

     6.7.  Registration Rights...............................................20

     6.8.  Deficiency........................................................21

SECTION 7. THE ADMINISTRATIVE AGENT..........................................21

     7.1.  Agent's Appointment as Attorney-in-Fact, etc......................21

     7.2.  Duty of the Administrative Agent..................................23

     7.3.  Execution of Financing Statements.................................23

     7.4.  Authority of the Administrative Agent.............................24

SECTION 8. MISCELLANEOUS.....................................................24


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     8.1.  Amendments in Writing.............................................24

     8.2.  Notices...........................................................24

     8.3.   No Waiver by Course of Conduct; Cumulative Remedies..............24

     8.4.   Enforcement Expenses; Indemnification............................24

     8.5.   Successors and Assigns...........................................25

     8.6.   Set-Off..........................................................25

     8.7.   Counterparts.....................................................25

     8.8.   Severability.....................................................26

     8.9.   Section Headings.................................................26

     8.10.  Integration......................................................26

     8.11.  GOVERNING LAW....................................................26

     8.12.  Submission To Jurisdiction; Waivers..............................26

     8.13.  Acknowledgements.................................................27

     8.14.  WAIVER OF JURY TRIAL.............................................27

     8.15.  Additional Grantors..............................................27

     8.16.  Releases.........................................................27



SCHEDULES

Schedule 1    Notice Addresses
Schedule 2    Investment Property
Schedule 3    Perfection Matters
Schedule 4    Jurisdictions of Organization and Chief Executive Offices
Schedule 5    Inventory and Equipment Locations
Schedule 6    Intellectual Property
Schedule 7    Existing Lien


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                       GUARANTEE AND COLLATERAL AGREEMENT

          GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 8, 2002, made
by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the "GRANTORS"), in favor of JPMorgan
Chase Bank, as Administrative Agent (in such capacity, the "ADMINISTRATIVE
AGENT") for the banks and other financial institutions (the "LENDERS") from time
to time parties to the Credit Agreement, dated as of February 8, 2002 (as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among Aftermarket Technology Corp. (the "BORROWER"), the Lenders,
Credit Suisse First Boston, as Syndication Agent, and the Administrative Agent.

                              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 subject
to the 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 extensions 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 the extensions of credit under the Credit Agreement; and

          WHEREAS, it is a condition precedent to the obligation 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 for the ratable benefit of the Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Borrower
thereunder, each Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lenders, as follows:


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                                                                               2

DEFINED TERMS

     Definitions. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement, and the following terms are used herein as defined in the New
York UCC: Accounts, Certificated Security, Chattel Paper, Documents, Equipment,
Farm Products, Instruments, Inventory, Letter of Credit Rights and Supporting
Obligations.

          The following terms shall have the following meanings:

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

                  "BORROWER OBLIGATIONS": the collective reference to the unpaid
         principal of and interest on the Loans and Reimbursement Obligations
         and all other obligations and liabilities of the Borrower (including,
         without limitation, interest accruing at the then applicable rate
         provided in the Credit Agreement after the maturity of the Loans and
         Reimbursement Obligations and interest accruing at the then applicable
         rate provided in the Credit Agreement after the filing of any petition
         in bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, relating to the Borrower, whether or not a claim for
         post-filing or post-petition interest is allowed in such proceeding) to
         the Administrative Agent or any Lender (or, in the case of any Lender
         Hedge Agreement, any Affiliate of any Lender), whether direct or
         indirect, absolute or contingent, due or to become due, or now existing
         or hereafter incurred, which may arise under, out of, or in connection
         with, the Credit Agreement, this Agreement, the other Loan Documents,
         any Letter of Credit, any Lender Hedge Agreement or any other document
         made, delivered or given in connection with any of the foregoing, in
         each case whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all fees and disbursements of counsel
         to the Administrative Agent or to the Lenders that are required to be
         paid by the Borrower pursuant to the terms of any of the foregoing
         agreements).

               "COLLATERAL": as defined in Section 3.

               "COLLATERAL ACCOUNT": any collateral account established by the
          Administrative Agent as provided in Section 6.1 or 6.4.

               "COPYRIGHTS": (i) all copyrights arising under the laws of the
          United States, any other country or any political subdivision thereof,
          whether registered or unregistered and whether published or
          unpublished (including, without limitation, those listed in SCHEDULE
          6), all registrations and recordings thereof, and all applications in
          connection therewith, including, without limitation, all
          registrations, recordings and applications in the United States
          Copyright Office, and (ii) the right to obtain all renewals thereof.

               "COPYRIGHT LICENSES": any written agreement naming any Grantor as
          licensor or licensee (including, without limitation, those listed in
          SCHEDULE 6), granting any right under any Copyright, including,
          without limitation, the grant of rights to manufacture, distribute,
          exploit and sell materials derived from any Copyright.


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               "FOREIGN SUBSIDIARY": any Subsidiary organized under the laws of
          any jurisdiction outside the United States of America.

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

               "GENERAL INTANGIBLES": all "general intangibles" as such term is
          defined in Section 9-102(a)(42) of the Uniform Commercial Code in
          effect in the State of New York on the date hereof and, in any event,
          including, without limitation, with respect to any Grantor, all
          contracts, agreements, instruments and indentures 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 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 damages arising thereunder and
          (iii) all rights of such Grantor to perform and to exercise all
          remedies thereunder, in each case to the extent the grant by such
          Grantor of a security interest pursuant to this Agreement in its
          right, title and interest in such contract, agreement, instrument or
          indenture is not prohibited by such contract, agreement, instrument or
          indenture without the consent of any other party thereto, would not
          give any other party to such contract, agreement, instrument or
          indenture the right to terminate its obligations thereunder, or is
          permitted with consent if all necessary consents to such grant of a
          security interest have been obtained from the other parties thereto
          (it being understood that the foregoing shall not be deemed to
          obligate such Grantor to obtain such consents); PROVIDED, that the
          foregoing limitation shall not affect, limit, restrict or impair the
          grant by such Grantor of a security interest pursuant to this
          Agreement in any Receivable or any money or other amounts due or to
          become due under any such contract, agreement, instrument or
          indenture.

               "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,
          under 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, expenses or
          otherwise (including, without limitation, all fees and disbursements
          of counsel to the Administrative Agent or to the Lenders 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.

               "INDENTURES": the 12% Senior Subordinate Note Indenture, dated as
          of June 1, 1995, of the Borrower, as issuer, and the 12% Senior
          Subordinate Note Indenture, dated as of August 2, 1994, of the
          Borrower, as issuer.

               "INTELLECTUAL PROPERTY": the collective reference to all rights,
          priorities and privileges relating to intellectual property, whether
          arising under United States, multinational or foreign laws or
          otherwise, including, without limitation, the Copyrights,


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          the Copyright Licenses, the Patents, the Patent Licenses, the
          Trademarks and the Trademark Licenses, and all rights to sue at law or
          in equity for any infringement or other impairment thereof, including
          the right to receive all proceeds and damages therefrom.

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

               "INVESTMENT PROPERTY": the collective reference to (a) all
          "investment property" as such term is defined in Section 9-102(a)(49)
          of the New York UCC (other than (i) any Foreign Subsidiary Voting
          Stock excluded from the definition of "Pledged Stock" and (ii) any
          Capital Stock of MPT Liquidation Corp., to the extent excluded from
          the definition of "Pledged Stock") and (b) whether or not constituting
          "investment property" as so defined, all Pledged Notes and all Pledged
          Stock.

               "ISSUERS": the collective reference to each issuer of any
          Investment Property.

               "LENDER HEDGE AGREEMENTS": all Hedge Agreements entered into by
          the Borrower with any Lender (or any Affiliate of any Lender).

               "MPT LIQUIDATION CORP.": MPT Liquidation Corp., an Ontario
          corporation.

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

               "OBLIGATIONS": (i) in the case of the Borrower, the Borrower
          Obligations, and (ii) in the case of each Guarantor, its Guarantor
          Obligations. The Obligations hereunder are expressly designated Senior
          Debt (as such term is defined in the Indentures) and made senior in
          right of payment to the respective Notes or Guarantees (as defined in
          the Indentures) made by the Grantors.

               "PATENTS": (i) all letters patent of the United States, any other
          country or any political subdivision thereof, all reissues and
          extensions thereof and all goodwill associated therewith, including,
          without limitation, any of the foregoing referred to in SCHEDULE 6,
          (ii) all applications for letters patent of the United States or any
          other country and all divisions, continuations and
          continuations-in-part thereof, including, without limitation, any of
          the foregoing referred to in SCHEDULE 6, and (iii) all rights to
          obtain any reissues or extensions of the foregoing.

               "PATENT LICENSE": all agreements, whether written or oral,
          providing for the grant by or to any Grantor of any right to
          manufacture, use or sell any invention covered in whole or in part by
          a Patent, including, without limitation, any of the foregoing referred
          to in SCHEDULE 6.

               "PLEDGED NOTES": all promissory notes listed on SCHEDULE 2, 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 issued in connection with extensions of trade credit
          by any Grantor in the ordinary course of business).


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               "PLEDGED STOCK": the shares of Capital Stock listed on SCHEDULE
          2, together with any other shares, stock certificates, options,
          interests or rights 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 more than 65% of the total outstanding Foreign Subsidiary Voting
          Stock of any Foreign Subsidiary be required to be pledged hereunder;
          PROVIDED, FURTHER, that so long as the Borrower has not terminated the
          liquidation proceedings with respect to MPT Liquidation Corp., the
          Capital Stock of MPT Liquidation Corp. shall not be required to be
          pledged hereunder.

               "PROCEEDS": all "proceeds" as such term is defined in Section
          9-102(a)(64) of the New York UCC and, in any event, shall include,
          without limitation, all dividends or other income from the Investment
          Property, collections thereon or distributions or payments with
          respect thereto.

               "RECEIVABLE": any right to payment for goods sold or leased or
          for services rendered, 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).

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

               "TRADEMARKS": (i) all trademarks, trade names, corporate names,
          company names, business names, fictitious business names, trade
          styles, service marks, domain names, logos and other source or
          business identifiers, and all goodwill associated therewith, now
          existing or hereafter adopted or acquired, all registrations and
          recordings thereof, and all applications in connection therewith,
          whether 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, or otherwise,
          and all common-law rights related thereto, including, without
          limitation, any of the foregoing referred to in SCHEDULE 6, and (ii)
          the right to obtain all renewals thereof.

               "TRADEMARK LICENSE": any agreement, whether written or oral,
          providing for the grant by or to any Grantor of any right to use any
          Trademark, including, without limitation, any of the foregoing
          referred to in SCHEDULE 6.


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                                       6


     Other Definitional Provisions. (b) The words "hereof," "herein", "hereto"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified.

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

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

GUARANTEE

     Guarantee. (c) Each of the Guarantors effective on the Closing Date hereby,
jointly and severally, unconditionally and irrevocably, guarantees to the
Administrative Agent, for the ratable benefit of the Lenders 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.

          Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

          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 the Administrative Agent or any Lender
hereunder.

          The guarantee contained in this Section 2 shall remain in full force
and effect until all the Borrower Obligations and the obligations of each
Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full, no Letter of Credit shall be outstanding and the
Commitments shall be terminated, notwithstanding that from time to time during
the term of the Credit Agreement the Borrower may be free from any Borrower
Obligations.

          No payment made by the Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by the Administrative
Agent or any Lender 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


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                                                                               7

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

     Right of Contribution. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid
its proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 2.3. The provisions of
this Section 2.2 shall in no respect limit the obligations and liabilities of
any Guarantor to the Administrative Agent and the Lenders, and each Guarantor
shall remain liable to the Administrative Agent and the Lenders for the full
amount guaranteed by such Guarantor hereunder.

     No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by the
Administrative Agent or any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Borrower or any other Guarantor or any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender 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 in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Borrower Obligations are paid in full, no Letter of Credit shall
be outstanding and the Commitments are terminated. If any amount shall be paid
to any Guarantor on account of such subrogation rights at any time when all of
the Borrower Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Administrative Agent and the Lenders,
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 indorsed 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, with the consent of the Required Lenders, may determine.

     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 the
Administrative Agent or any Lender may be rescinded by the Administrative Agent
or such Lender 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
the Administrative Agent or any Lender, 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 Required Lenders 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 the Administrative
Agent or any Lender for the payment of the Borrower Obligations may be sold,
exchanged, waived, surrendered or released.


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                                                                               8


Neither the Administrative Agent nor any Lender 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.

     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 the Administrative Agent or
any Lender 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 Administrative Agent and the Lenders,
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 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 the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against
the Administrative Agent or any Lender, 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, the Administrative Agent or any Lender
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 the Administrative Agent or any Lender to make any such demand,
to pursue such other rights or remedies or to collect any payments from the
Borrower, any other Guarantor or any other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the Borrower, any other Guarantor or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve any
Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent or any Lender against any Guarantor.
For the purposes hereof "demand" shall include the commencement and continuance
of any legal proceedings.

     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 the Administrative Agent or any Lender 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


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                                                                               9


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.

     Payments. Each Guarantor hereby guarantees that payments hereunder will be
paid to the Administrative Agent without set-off or counterclaim in Dollars at
the office of the Administrative Agent located at 270 Park Avenue, New York, New
York 10017.

GRANT OF SECURITY INTEREST

          Each Grantor effective on the Closing Date hereby assigns and
transfers to the Administrative Agent, and hereby grants to the Administrative
Agent, for the ratable benefit of the Lenders, a security interest in, 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 such Grantor's
Obligations,:

                   all Accounts;

                   all Chattel Paper;

                   all Documents;

                   all Equipment;

                   all General Intangibles;

                   all Instruments;

                   all Intellectual Property;

                   all Inventory;

                   all Investment Property;

                   all Letter of Credit Rights;

                   all other property not otherwise described above;

                   all books and records pertaining to the Collateral; and

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

          PROVIDED, HOWEVER, that notwithstanding any of the other provisions
set forth in this Section 3, this Agreement shall not constitute a grant of a
security interest in any property to the extent that such grant of a security
interest is prohibited by any Requirements of Law of a


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                                                                              10


Governmental Authority, requires a consent not obtained of any Governmental
Authority pursuant to such Requirement of Law or is prohibited by, or
constitutes a breach or default under or results in the termination of or
requires any consent not obtained under, any contract, license, agreement,
instrument or other document evidencing or giving rise to such property or, in
the case of any Investment Property, Pledged Stock or Pledged Note, any
applicable shareholder or similar agreement, except to the extent that such
Requirement of Law or the term in such contract, license, agreement, instrument
or other document or shareholder or similar agreement providing for such
prohibition, breach, default or termination or requiring such consent is
ineffective under applicable law.

REPRESENTATIONS AND WARRANTIES

          To induce the Administrative Agent and the Lenders to enter into the
Credit Agreement and to induce the Lenders to make their respective extensions
of credit to the Borrower thereunder, each Grantor hereby represents and
warrants to the Administrative Agent and each Lender that:

     Representations in Credit Agreement. In the case of each Guarantor, the
representations and warranties set forth in Section 5 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, and the Administrative Agent and each Lender 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 4.1, be deemed to be a reference to such
Guarantor's knowledge.

     Title; No Other Liens. Except for the security interest granted to the
Administrative Agent for the ratable benefit of the Lenders pursuant to this
Agreement and the other Liens permitted to exist on the Collateral by the Credit
Agreement, such Grantor owns each item of the Collateral free and clear of any
and all Liens or claims of others. No financing statement or other public notice
with respect to all or any part of the Collateral is on file or of record in any
public office, except such as have been filed in favor of the Administrative
Agent, for the ratable benefit of the Lenders, pursuant to this Agreement or as
are permitted by the Credit Agreement. For the avoidance of doubt, it is
understood and agreed that any Grantor may, as part of its business, grant
licenses to third parties to use Intellectual Property owned or developed by a
Grantor. For purposes of this Agreement and the other Loan Documents, such
licensing activity shall not constitute a "Lien" on such Intellectual Property.
Each of the Administrative Agent and each Lender understands that any such
licenses may be exclusive to the applicable licensees, and such exclusivity
provisions may limit the ability of the Administrative Agent to utilize, sell,
Lease or transfer the related Intellectual Property or otherwise realize value
from such Intellectual Property pursuant hereto.

     Perfected First Priority Liens. The security interests granted pursuant
to this Agreement upon completion of the filings and other actions specified on
SCHEDULE 3 (which, in the case of all filings and other documents referred to on
said Schedule, have been delivered to the Administrative Agent in completed and
duly executed form) will constitute valid perfected security interests in all of
the Collateral (PROVIDED that, with respect to the Foreign Subsidiary Voting
Stock of any Foreign Subsidiary pledged hereunder, the security interest therein
may not


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                                                                              11


constitute a valid perfected security interest under laws other than those of
the United States) in favor of the Administrative Agent, for the ratable benefit
of the Lenders as collateral security for such Grantor's Obligations,
enforceable in accordance with the terms hereof against all creditors of such
Grantor and any Persons purporting to purchase any Collateral from such Grantor
and are prior to all other Liens on the Collateral in existence on the date
hereof except for (i) unrecorded Liens permitted by the Credit Agreement which
have priority over the Liens on the Collateral by operation of law and (ii)
Liens described on SCHEDULE 7.

     Jurisdiction of Organization; Chief Executive Office. On the date
hereof, such Grantor's jurisdiction of organization, identification number from
the jurisdiction of organization (if any), and the location of such Grantor's
chief executive office or sole place of business or principal residence, as the
case may be, are specified on SCHEDULE 4. Such Grantor has furnished to the
Administrative Agent a certified charter, certificate of incorporation or other
organization document and long-form good standing certificate as of a date which
is recent to the date hereof.

     Inventory and Equipment. On the date hereof, the Inventory and the
Equipment (other than mobile goods) are kept at the locations listed on SCHEDULE
5.

     Farm Products.  None of the Collateral constitutes, or is the Proceeds of,
Farm Products.

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

          All the shares of the Pledged Stock have been duly and validly issued
and are fully paid and nonassessable.

          Each of the Pledged Notes constitutes the legal, valid and binding
obligation of the obligor with respect thereto, enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

          Such Grantor is the record and beneficial owner of, and has good and
marketable title to, the Investment Property 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.

     Receivables. (e) No amount 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.

          None of the obligors on any Receivables is a Governmental Authority.

          The amounts represented by such Grantor to the Lenders from time to
time as owing to such Grantor in respect of the Receivables will at such times
be accurate.


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                                                                              12


     Intellectual Property. (f) SCHEDULE 6 lists all Intellectual Property that
is registered or subject to a pending application for registration and is owned
by such Grantor in its own name on the date hereof.

          On the date hereof, all material Intellectual Property is valid,
subsisting, unexpired and enforceable, has not been abandoned and does not
infringe the intellectual property rights of any other Person.

          Except as set forth in SCHEDULE 6, on the date hereof, none of the
Intellectual Property is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor.

          No holding, decision or judgment has been rendered by any Governmental
Authority which would limit, cancel or question the validity of, or such
Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

          No action or proceeding is pending, or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any Intellectual Property or such Grantor's ownership interest
therein, or (ii) which, if adversely determined, would have a material adverse
effect on the value of any Intellectual Property.

COVENANTS

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

     Covenants in Credit Agreement. In the case of each Guarantor, such
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.

     Delivery of Instruments, Certificated Securities and Chattel Paper. If any
amount payable under or in connection with any of the Collateral shall be or
become evidenced by any Instrument, Certificated Security or Chattel Paper, such
Instrument, Certificated Security or Chattel Paper shall be immediately
delivered to the Administrative Agent, duly indorsed in a manner satisfactory to
the Administrative Agent, to be held as Collateral pursuant to this Agreement.

     Maintenance of Insurance. (g) Such Grantor will maintain, with financially
sound and reputable companies, insurance policies (i) insuring the Inventory and
Equipment against loss by fire, explosion, theft and such other casualties as
may be reasonably satisfactory to the Administrative Agent and (ii) to the
extent requested by the Administrative Agent, insuring such Grantor, the
Administrative Agent and the Lenders against liability for personal injury and
property damage relating to such Inventory and Equipment, such policies to be in
such form and


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                                                                              13


amounts and having such coverage as may be reasonably satisfactory to the
Administrative Agent and the Lenders.

          All such insurance shall (i) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
until at least 30 days after receipt by the Administrative Agent of written
notice thereof, (ii) name the Administrative Agent as insured party or loss
payee, (iii) if reasonably requested by the Administrative Agent, include a
breach of warranty clause and (iv) be reasonably satisfactory in all other
respects to the Administrative Agent.

          The Borrower shall deliver to the Administrative Agent and the Lenders
a report of a reputable insurance broker with respect to such insurance
substantially concurrently with each delivery of the Borrower's audited annual
financial statements and such supplemental reports with respect thereto as the
Administrative Agent may from time to time reasonably request.

     Payment of Obligations. Such Grantor will pay and discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all taxes, assessments and governmental charges or levies imposed upon the
Collateral or in respect of income or profits therefrom, as well as all claims
of any kind (including, without limitation, claims for labor, materials and
supplies) against or with respect to the Collateral, except that no such charge
need be paid if the amount or validity thereof is currently being contested in
good faith by appropriate proceedings, reserves in conformity with GAAP with
respect thereto have been provided on the books of such Grantor and such
proceedings could not reasonably be expected to result in the sale, forfeiture
or loss of any material portion of the Collateral or any interest therein.

     Maintenance of Perfected Security Interest; Further Documentation. (h) Such
Grantor shall maintain the security interest created by this Agreement as a
perfected security interest having at least the priority described in Section
4.3 and shall defend such security interest against the claims and demands of
all Persons whomsoever, subject to the rights of such Grantor under the Loan
Documents to dispose of the Collateral.

          Such Grantor will furnish to the Administrative Agent and the Lenders
from time to time statements and schedules further identifying and describing
the assets and property of such Grantor and such other reports in connection
therewith as the Administrative Agent may reasonably request, all in reasonable
detail.

          At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, (i) filing any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby and
(ii) in the case of Investment Property, Letter-of-Credit Rights and any other
relevant Collateral, taking any actions necessary to enable the Administrative
Agent to


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                                                                              14


obtain "control" (within the meaning of the applicable Uniform Commercial Code)
with respect thereto.

     Changes in Locations, Name, etc. (a) Such Grantor will not, except upon 15
days' prior written notice to the Administrative Agent and delivery to the
Administrative Agent of all additional executed financing statements and other
documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein:

                   change its jurisdiction of organization or the location of
its chief executive office or sole place of business from that referred to in
Section 4.4; or

                   change its name.

          (b) Such Grantor may permit any of the Inventory or Equipment to be
kept at a location other than those listed on SCHEDULE 5, so long as such
Grantor, as promptly as practicable, provides written notice to the
Administrative Agent and delivers to the Administrative Agent (i) all additional
executed financing statements and other documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security interests provided for herein and (ii) a written supplement to SCHEDULE
5 showing any additional location at which Inventory or Equipment shall be kept.

     Notices.  Such Grantor will advise the Administrative Agent and the Lenders
promptly, in reasonable detail, of:

          any Lien (other than security interests created hereby or Liens
permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Administrative Agent to exercise any of its
remedies hereunder; and

          of the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the aggregate value of the
Collateral or on the security interests created hereby.

     Investment Property. (i) If such Grantor shall become entitled to receive
or shall receive any certificate (including, without limitation, any certificate
representing a 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 the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Administrative
Agent and the Lenders, hold the same in trust for the Administrative Agent and
the Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed 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 Obligations,
PROVIDED that such Grantor shall not be required to deliver any certificates,
options or rights in excess of 65% of the Foreign Subsidiary Voting Stock of any
Foreign Subsidiary. Any sums paid upon or in respect of the Investment Property
upon the liquidation or


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                                                                              15


dissolution of any Issuer shall be paid over to the Administrative Agent to be
held by it hereunder as additional collateral security for the Obligations, and
in case any distribution of capital shall be made on or in respect of the
Investment Property or any property shall be distributed upon or with respect to
the Investment Property 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 Obligations. If any sums of money or property so paid or
distributed in respect of the Investment Property 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
Administrative Agent and the Lenders, segregated from other funds of such
Grantor, as additional collateral security for the Obligations.

          Without the prior written consent of the Administrative Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any Capital Stock of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any Capital
Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the Investment
Property or Proceeds thereof (except pursuant to a transaction expressly
permitted by the Credit Agreement), (iii) 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 or (iv) enter into any
agreement or undertaking restricting the right or ability of such Grantor or the
Administrative Agent to sell, assign or transfer any of the Investment Property
or Proceeds thereof.

          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
Investment Property 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
5.8(a) with respect to the Investment Property issued by it and (iii) the terms
of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to
all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with
respect to the Investment Property issued by it.

     Receivables. (j) Other than in the ordinary course of business consistent
with its past practice, such Grantor will not (i) grant any extension of the
time of payment of any Receivable, (ii) compromise or settle any Receivable for
less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Receivable, (iv) allow any credit or
discount whatsoever on any Receivable or (v) amend, supplement or modify any
Receivable in any manner that could adversely affect the value thereof.

          Such Grantor will deliver to the Administrative Agent a copy of each
material demand, notice or document received by it that questions or calls into
doubt the validity or enforceability of more than 5% of the aggregate amount of
the then outstanding Receivables.

     Intellectual Property. (k) Such Grantor (either itself or through
licensees) will (i) 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


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                                                                              16


such Trademark in full force free from any claim of abandonment for non-use,
(ii) maintain as in the past the quality of products and services offered under
such Trademark, (iii) use such Trademark with the appropriate notice of
registration and all other notices and legends required by applicable
Requirements of Law, (iv) 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 Lenders, shall obtain a perfected security interest
in such mark pursuant to this Agreement, and (v) 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.

          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.

          Such Grantor (either itself or through licensees) (i) will employ each
material Copyright and (ii) 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.

          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.

          Such Grantor will notify the Administrative Agent and the Lenders
immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property may become
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 United States Patent and
Trademark Office, the United States 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.

          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 United States Patent and Trademark Office,
the United States 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 Administrative Agent's and the Lenders'
security interest in any Copyright, Patent or Trademark and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby.

          Such Grantor will take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political


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                                                                              17


subdivision thereof, to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of the material
Intellectual Property, including, without limitation, filing of applications for
renewal, affidavits of use and affidavits of incontestability.

          In the event that any material Intellectual Property is infringed,
misappropriated or diluted by a third party, such Grantor shall (i) take such
actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) 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.

REMEDIAL PROVISIONS

     Certain Matters Relating to Receivables. (l) The Administrative Agent shall
have the right to make test verifications of the Receivables in any manner and
through any medium that it reasonably considers advisable, and each Grantor
shall furnish all such assistance and information as the Administrative Agent
may require in connection with such test verifications. At any time and from
time to time, upon the Administrative Agent's request, at any time after the
occurrence and during the continuance of an Event of Default and at the expense
of the relevant Grantor, such Grantor shall cause independent public accountants
or others satisfactory to the Administrative Agent to furnish to the
Administrative Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Receivables.

          The Administrative Agent hereby authorizes each Grantor to collect
such Grantor's Receivables, subject to the Administrative Agent's direction and
control, and the Administrative Agent may curtail or terminate said authority at
any time after the occurrence and during the continuance of an Event of Default.
If required by the Administrative Agent at any time after the occurrence and
during the continuance of an Event of Default, any payments of Receivables, when
collected by any Grantor, (i) shall be forthwith (and, in any event, within two
Business Days) deposited by such Grantor in the exact form received, duly
indorsed by such Grantor to the Administrative Agent if required, in a
Collateral Account maintained under the sole dominion and control of the
Administrative Agent, subject to withdrawal by the Administrative Agent for the
account of the Lenders only as provided in Section 6.5, and (ii) until so turned
over, shall be held by such Grantor in trust for the Administrative Agent and
the Lenders, segregated from other funds of such Grantor. Each such deposit of
Proceeds of Receivables shall be accompanied by a report identifying in
reasonable detail the nature and source of the payments included in the deposit.

          At the Administrative Agent's request, each Grantor shall deliver to
the Administrative Agent all original and other documents evidencing, and
relating to, the agreements and transactions which gave rise to the Receivables,
including, without limitation, all original orders, invoices and shipping
receipts.

     Communications with Obligors; Grantors Remain Liable. (m) The
Administrative Agent in its own name or in the name of others may at any time
communicate with obligors under the


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                                                                              18


Receivables to verify with them to the Administrative Agent's satisfaction the
existence, amount and terms of any Receivables, PROVIDED that the Administrative
Agent will not make communications in its own name unless an Event of Default
has occurred and is continuing.

          Upon the written request of the Administrative Agent at any time after
the occurrence and during the continuance of an Event of Default, each Grantor
shall notify obligors on the Receivables that the Receivables and the Contracts
have been assigned to the Administrative Agent for the ratable benefit of the
Lenders and that payments in respect thereof shall be made directly to the
Administrative Agent.

          Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise thereto. Neither the
Administrative Agent nor any Lender shall have any obligation or liability under
any Receivable (or any agreement giving rise thereto), by reason of or arising
out of this Agreement or the receipt by the Administrative Agent or any Lender
of any payment relating thereto, nor shall the Administrative Agent or any
Lender be obligated in any manner to perform any of the obligations of any
Grantor under or pursuant to any Receivable (or any agreement giving rise
thereto) to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, 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 it or to which it may be entitled at any time or
times.

     Pledged Stock. (n) Unless an Event of Default shall have occurred and be
continuing and the Administrative Agent shall have given written notice to the
relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal
course of business of the relevant Issuer and consistent with past practice, to
the extent permitted in the Credit Agreement, and to exercise all voting and
corporate or other organizational rights with respect to the Investment
Property; PROVIDED, HOWEVER, that no vote shall be cast or corporate or other
organizational right exercised or other action taken which, in the
Administrative Agent's reasonable judgment, would impair the Collateral or which
would be inconsistent with or result in any violation of any provision of the
Credit Agreement, this Agreement or any other Loan Document.

          If an Event of Default shall occur and be continuing and the
Administrative Agent shall give written notice of its intent to exercise such
rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall
have the right to receive any and all cash dividends, payments or other Proceeds
paid in respect of the Investment Property and make application thereof to the
Obligations in such order as the Administrative Agent may determine, and (ii)
any or all of the Investment Property shall be registered in the name of the
Administrative Agent or its nominee, and the Administrative Agent or its nominee
may thereafter exercise (x) all voting, corporate and other rights pertaining to
such Investment Property at any meeting of shareholders of the relevant Issuer
or Issuers or otherwise and (y) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such
Investment Property as if it were the


<Page>

                                                                              19


absolute owner thereof (including, without limitation, the right to exchange at
its discretion any and all of the Investment Property upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate or other organizational structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege or
option pertaining to such Investment Property, and in connection therewith, the
right to deposit and deliver any and all of the Investment Property with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it, but
the Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.

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

     Proceeds to be Turned Over To Agent. In addition to the rights of the
Administrative Agent and the Lenders specified in Section 6.1 with respect to
payments of Receivables, if an Event of Default shall occur and be continuing
and the Administrative Agent shall give written notice of its intent to exercise
such rights to the relevant Grantor or Grantors, all Proceeds received by any
Grantor consisting of cash, checks and Cash Equivalents shall be held by such
Grantor in trust for the Administrative Agent and the Lenders, segregated from
other funds of such Grantor, and shall, forthwith upon receipt by such Grantor,
be turned over to the Administrative Agent in the exact form received by such
Grantor (duly indorsed by such Grantor to the Administrative Agent, if
required). All Proceeds received by the Administrative Agent hereunder shall be
held by the Administrative Agent in a Collateral Account maintained under its
sole dominion and control. All Proceeds while held by the Administrative Agent
in a Collateral Account (or by such Grantor in trust for the Administrative
Agent and the Lenders) shall continue to be held as collateral security for all
the Obligations and shall not constitute payment thereof until applied as
provided in Section 6.5.

     Application of Proceeds. At such intervals as may be agreed upon by the
Borrower and the Administrative Agent, or, if an Event of Default shall have
occurred and be continuing, at any time at the Administrative Agent's election,
the Administrative Agent may apply all or any part of Proceeds constituting
Collateral, whether or not held in any Collateral Account, in payment of the
Obligations in such order as the Administrative Agent, with the consent of the
Required Lenders, may elect, and any part of such funds which the Administrative
Agent, with the consent of the Required Lenders, elects not so to apply and
deems not required as collateral security for the Obligations shall be paid over
from time to time by the Administrative Agent to the Borrower or to whomsoever
may be lawfully entitled to receive the same. Any balance of such Proceeds
remaining after the Obligations shall have been paid in full, no Letters of
Credit


<Page>

                                                                              20


shall be outstanding and the Commitments shall have terminated shall be paid
over to the Borrower or to whomsoever may be lawfully entitled to receive the
same.

     Code and Other Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in
addition to all other rights and remedies granted to them in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC
or any other applicable law. Without limiting the generality of the foregoing,
the Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Administrative Agent or any Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Administrative Agent or any Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released. Each Grantor
further agrees, at the Administrative Agent's request, to assemble the
Collateral and make it available to the Administrative Agent at places which the
Administrative Agent shall reasonably select, whether at such Grantor's premises
or elsewhere. The Administrative Agent shall apply the net proceeds of any
action taken by it pursuant to this Section 6.6, after deducting all reasonable
costs and expenses of every kind incurred in connection therewith or incidental
to the care or safekeeping of any of the Collateral or in any way relating to
the Collateral or the rights of the Administrative Agent and the Lenders
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Administrative Agent, with the consent of the Required Lenders, may
elect, and only after such application and after the payment by the
Administrative Agent of any other amount required by any provision of law,
including, without limitation, Section 9-615(a)(3) of the New York UCC, need the
Administrative Agent account for the surplus, if any, to any Grantor. To the
extent permitted by applicable law, each Grantor waives all claims, damages and
demands it may acquire against the Administrative Agent or any Lender arising
out of the exercise by them of any rights hereunder. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition.

     Registration Rights. (o) If the Administrative Agent shall determine to
exercise its right to sell any or all of the Pledged Stock pursuant to Section
6.6, and if in the opinion of the Administrative Agent it is necessary or
advisable to have the Pledged Stock, or that portion thereof to be sold,
registered under the provisions of the Securities Act, the relevant Grantor will
cause the Issuer thereof to (i) execute and deliver, and cause the directors and
officers of such Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the
opinion of the Administrative Agent, necessary or advisable to


<Page>

                                                                              21


register the Pledged Stock, or that portion thereof to be sold, under the
provisions of the Securities Act, (ii) use its best efforts to cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of
the Pledged Stock, or that portion thereof to be sold, and (iii) make all
amendments thereto and/or to the related prospectus which, in the opinion of the
Administrative Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. Each Grantor agrees to
cause such Issuer to comply with the provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the Administrative Agent shall designate
and to make available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) which will satisfy the provisions
of Section 11(a) of the Securities Act.

          Each Grantor recognizes that the Administrative Agent may be unable to
effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Administrative
Agent shall be under no obligation to delay a sale of any of the Pledged Stock
for the period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.

          Each Grantor agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of all or any
portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and
in compliance with any and all other applicable Requirements of Law. Each
Grantor further agrees that a breach of any of the covenants contained in this
Section 6.7 will cause irreparable injury to the Administrative Agent and the
Lenders, that the Administrative Agent and the Lenders have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section 6.7 shall be specifically enforceable against
such Grantor, and such Grantor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no Event of Default has occurred under the Credit Agreement.

     Deficiency. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
the Administrative Agent or any Lender to collect such deficiency.

THE ADMINISTRATIVE AGENT

     Agent's Appointment as Attorney-in-Fact, etc. (p) 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


<Page>

                                                                              22


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:

                   in the name of such Grantor or its own name, or otherwise,
take possession of and indorse 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;

                   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 Administrative
Agent's and the Lenders' security interest in such Intellectual Property and the
goodwill and general intangibles of such Grantor relating thereto or represented
thereby;

                   pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repairs or any insurance called
for by the terms of this Agreement and pay all or any part of the premiums
therefor and the costs thereof;

                   execute, in connection with any sale provided for in Section
6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral; and

                   (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; 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; sign and indorse any
invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, notices and other
documents in connection with any of the Collateral; 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; defend any suit, action or proceeding
brought against such Grantor with respect to any Collateral; 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;
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 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



<Page>

                                                                              23


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 Administrative
Agent's and the Lenders' security interests therein and to effect the intent of
this Agreement, all as fully and effectively as such Grantor might do.

          Anything in this Section 7.1(a) 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 7.1(a) unless an Event of Default shall
have occurred and be continuing.

          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 perform or comply, or otherwise cause performance or
compliance, with such agreement.

          The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 7.1, together with interest
thereon at a rate per annum equal to the highest rate per annum at which
interest would then be payable on any category of past due ABR 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.

          Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby are
released.

     Duty of the Administrative Agent. The Administrative Agent's sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the
Administrative Agent, any Lender nor any of their respective officers,
directors, employees or agents 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 Administrative Agent and the Lenders hereunder are solely to
protect the Administrative Agent's and the Lenders' interests in the Collateral
and shall not impose any duty upon the Administrative Agent or any Lender to
exercise any such powers. The Administrative Agent and the Lenders shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

     Execution of Financing Statements. Pursuant to any applicable law, each
Grantor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Grantor in such form and in such
offices as the Administrative Agent reasonably determines


<Page>

                                                                              24


appropriate to perfect the security interests of the Administrative Agent under
this Agreement. Each Grantor authorizes the Administrative Agent to use the
collateral description "all personal property" in any such financing statements.
Each Grantor hereby ratifies and authorizes the filing by the Administrative
Agent of any financing statement with respect to the Collateral made prior to
the date hereof.

     Authority of the Administrative Agent. 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
Lenders, 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 Lenders 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.

MISCELLANEOUS

     Amendments in Writing. None of the terms or provisions of this Agreement
may be waived, amended, supplemented or otherwise modified except in accordance
with subsection 11.1 of the Credit Agreement.

     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
subsection 11.2 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 on SCHEDULE 1.

     No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

     Enforcement Expenses; Indemnification. (q) Each Guarantor agrees to pay or
reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under
this Agreement and the other Loan Documents to which such Guarantor is a party,
including, without limitation, the reasonable fees and disbursements of


<Page>

                                                                              25


counsel (including the allocated fees and expenses of in-house counsel) to each
Lender and of counsel to the Administrative Agent.

          Each Guarantor agrees to pay, and to save the Administrative Agent and
the Lenders harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral
or in connection with any of the transactions contemplated by this Agreement to
the extent the Borrower would be required to do so pursuant to subsection 11.5
of the Credit Agreement.

          Each Guarantor agrees to pay, and to save the Administrative Agent and
the Lenders 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 subsection
11.5 of the Credit Agreement.

          The agreements in this Section 8.4 shall survive repayment of the
Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.

     Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns; provided
that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent.

     Set-Off. Each Grantor hereby irrevocably authorizes the Administrative
Agent and each Lender at any time and from time to time while an Event of
Default pursuant to subsection 9(a) of the Credit Agreement 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 the Administrative Agent or
such Lender to or for the credit or the account of such Grantor, or any part
thereof in such amounts as the Administrative Agent or such Lender may elect,
against and on account of the obligations and liabilities of such Grantor to the
Administrative Agent or such Lender hereunder and claims of every nature and
description of the Administrative Agent or such Lender against such Grantor, in
any currency, whether arising hereunder, under the Credit Agreement, any other
Loan Document or otherwise, as the Administrative Agent or such Lender may
elect, whether or not the Administrative Agent or any Lender has made any demand
for payment and although such obligations, liabilities and claims may be
contingent or unmatured. The Administrative Agent and each Lender shall notify
such Grantor promptly of any such set-off and the application made by the
Administrative Agent or such Lender 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 the Administrative Agent and each Lender under this
Section 8.6 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Administrative Agent or such
Lender may have.


<Page>

                                                                              26


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

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

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

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

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

     Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and
unconditionally:

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

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

                   agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such
Grantor at its address referred to in Section 8.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

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


<Page>

                                                                              27


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

          Acknowledgements. Each Grantor hereby acknowledges that:

                   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;

                   neither the Administrative Agent nor any Lender 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 Administrative Agent
and Lenders, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

                   no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Grantors and the Lenders.

     WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     Additional Grantors. Each Subsidiary of the Borrower that is required to
become a party to this Agreement pursuant to subsection 7.9 of the Credit
Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.

     Releases. (a) At such time as the Loans, the Reimbursement Obligations and
the other Obligations (other than Obligations in respect of Lender Hedge
Agreements) shall have been paid in full, the Commitments have been terminated
and no Letters of Credit shall be outstanding, the Collateral shall be released
from the Liens created hereby, and this Agreement and all obligations (other
than those expressly stated to survive such termination) of the Administrative
Agent and each Grantor hereunder shall terminate, all without delivery of any
instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. At the request and sole expense of any
Grantor following any such termination, the Administrative Agent shall deliver
to such Grantor any Collateral held by the Administrative Agent hereunder, and
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.

          If any of the Collateral shall be sold, transferred or otherwise
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 Guarantor
shall be released from its obligations hereunder in the event that all the
Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed
of in a transaction permitted by the Credit


<Page>

                                                                              28


Agreement; PROVIDED that the Borrower shall have delivered to the Administrative
Agent, at least ten Business Days prior to the date of the proposed release, a
written request for release identifying the relevant Guarantor and the terms of
the sale or other disposition in reasonable detail, including the price thereof
and any expenses in connection therewith, together with a certification by the
Borrower stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents.


<Page>

                                                                              29


          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.

                                       AFTERMARKET TECHNOLOGY CORP.


                                       By: /s/ Joseph Salamunovich
                                           -----------------------------------
                                       Name:   Joseph Salamunovich
                                       Title:  Vice President and Secretary


                                       AARON'S AUTOMOTIVE PRODUCTS, INC.

                                       ACI ELECTRONICS HOLDING CORP.

                                       ACI ELECTRONICS INVESTMENT CORP.

                                       ATC INFORMATION SERVICES, INC.

                                       ATS REMANUFACTURING, INC.

                                       AUTOCRAFT INDUSTRIES, INC.

                                       AUTOCRAFT REMANUFACTURING CORP.

                                       COMPONENT REMANUFACTURING SPECIALISTS,
                                       INC.


                                       By: /s/ Joseph Salamunovich
                                          -------------------------------------
                                       Name:  Joseph Salamunovich
                                       Title: Vice President and Secretary


                                       ATC ELECTRONICS & LOGISTICS, L.P.

                                       By:  ACI ELECTRONICS HOLDING CORP.,
                                       its General Partner


                                       By: /s/ Joseph Salamunovich
                                          -------------------------------------
                                       Name:  Joseph Salamunovich
                                       Title:  Vice President and Secretary


<Page>






                                                                     Schedule 1
                                                                     ----------


                         NOTICE ADDRESSES OF GUARANTORS
                         ------------------------------


<Page>



                                                                      Schedule 2
                                                                      ----------

                               INVESTMENT PROPERTY
                               -------------------

                          DESCRIPTION OF PLEDGED STOCK


                          DESCRIPTION OF PLEDGED NOTES


<Page>



                                                                      Schedule 3
                                                                      ----------


                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS
                     --------------------------------------

                         Uniform Commercial Code Filings
                         -------------------------------

                United States Patent and Trademark Office Filings
                -------------------------------------------------

                     United States Copyright Office Filings
                     --------------------------------------

                      Actions with respect to Pledged Stock
                      -------------------------------------

                                  Other Actions
                                  -------------


<Page>



                                                                      Schedule 4
                                                                      ----------


       LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE
       -------------------------------------------------------------------



<Page>



                                                                      Schedule 5
                                                                      ----------

                       LOCATION OF INVENTORY AND EQUIPMENT
                       -----------------------------------


<Page>



                                                                      Schedule 6
                                                                      ----------

                              INTELLECTUAL PROPERTY
                              ---------------------


                        COPYRIGHTS AND COPYRIGHT LICENSES



                           PATENTS AND PATENT LICENSES



                        TRADEMARKS AND TRADEMARK LICENSES





<Page>



                                                                      Schedule 7
                                                                      ----------

                              EXISTING PRIOR LIENS
                              --------------------




<Page>



                           ACKNOWLEDGEMENT AND CONSENT

          The undersigned hereby acknowledges receipt of a copy of the Guarantee
and Collateral Agreement, dated as of February 8, 2002 (the "AGREEMENT"), made
by the Grantors parties thereto for the benefit of JPMorgan Chase Bank, as
Administrative Agent. The undersigned agrees for the benefit of the
Administrative Agent and the Lenders as follows:

          1. The undersigned will be bound by the terms of the Agreement and
will comply with such terms insofar as such terms are applicable to the
undersigned.

          2. The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.8(a) of
the Agreement.

          3. The terms of Sections 6.3(a) and 6.7 of the Agreement shall apply
to it, mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 6.3(a) or 6.7 of the Agreement.

                                       [NAME OF ISSUER]


                                       By
                                          -------------------------------------

                                       Title
                                          -------------------------------------

                                       Address for Notices:

                                       ----------------------------------------

                                       ----------------------------------------

                                       Fax:
                                           ------------------------------------

<Page>


                                                                      Annex 1 to
                                              Guarantee and Collateral Agreement
                                              ----------------------------------

          ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by
______________________________, a ______________ corporation (the "ADDITIONAL
GRANTOR"), in favor of JPMORGAN CHASE BANK, as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT") for the banks and other financial
institutions (the "LENDERS") parties to the Credit Agreement referred to below.
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, Aftermarket Technology Corp. (the "BORROWER"), the Lenders,
Credit Suisse First Boston, as Syndication Agent, and the Administrative Agent
have entered into a Credit Agreement, dated as of February 8, 2002 (as amended,
supplemented 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 February 8, 2002 (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 Lenders;

          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 8.15
of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in Schedules [____________]
to the Guarantee and Collateral Agreement. The Additional Grantor hereby
represents and warrants that each of the representations and warranties
contained in Section 3 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 CCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


<Page>


                                                                               6

          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: