<PAGE>
                                                                    Exhibit 10.2

================================================================================

                             INTERCREDITOR AGREEMENT

                                   dated as of

                                  May 10, 2005,

                                      among

                         WERNER HOLDING CO. (DE), INC.,

                          WERNER HOLDING CO. (PA), INC.

         the Subsidiaries of WERNER HOLDING CO. (DE), INC. party hereto,

                           JPMORGAN CHASE BANK, N.A.,

                       as First Lien Administrative Agent

                                       and

                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands branch,

                       as Second Lien Administrative Agent

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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                                                                            Page
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<S>                                                                         <C>
   ARTICLE I DEFINITIONS ................................................     2

SECTION 1.01. CERTAIN DEFINED TERMS .....................................     2
SECTION 1.02. OTHER DEFINED TERMS .......................................     2
SECTION 1.03. TERMS GENERALLY ...........................................     9

   ARTICLE II LIEN PRIORITIES ...........................................     9

SECTION 2.01. RELATIVE PRIORITIES .......................................     9
SECTION 2.02. PROHIBITION ON CONTESTING LIENS ...........................    10
SECTION 2.03. NO NEW LIENS ..............................................    10
SECTION 2.04. SIMILAR LIENS AND AGREEMENTS ..............................    10

   ARTICLE III ENFORCEMENT OF RIGHTS; MATTERS RELATING TO COLLATERAL ....    11

SECTION 3.01. EXERCISE OF RIGHTS AND REMEDIES ...........................    11
SECTION 3.02. NO INTERFERENCE ...........................................    12
SECTION 3.03. RIGHTS AS UNSECURED CREDITORS .............................    13
SECTION 3.04. RELEASES ..................................................    13
SECTION 3.05. INSURANCE AND CONDEMNATION AWARDS .........................    14

   ARTICLE IV PAYMENTS ..................................................    15

SECTION 4.01. APPLICATION OF PROCEEDS ...................................    15
SECTION 4.02. PAYMENT OVER ..............................................    15

   ARTICLE V BAILMENT AND SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY
   INTERESTS ............................................................    15

   ARTICLE VI INSOLVENCY OR LIQUIDATION PROCEEDINGS .....................    16

SECTION 6.01. GENERAL APPLICABILITY AND FINANCE MATTERS .................    16
SECTION 6.02. RELIEF FROM THE AUTOMATIC STAY ............................    18
SECTION 6.03. REORGANIZATION SECURITIES .................................    18
SECTION 6.04. POST-PETITION INTEREST ....................................    18
SECTION 6.05. SEPARATE CLASSES ..........................................    19
SECTION 6.06. ASSET SALES ...............................................    19

   ARTICLE VII OTHER AGREEMENTS .........................................    19

SECTION 7.01. MATTERS RELATING TO LOAN DOCUMENTS ........................    19
SECTION 7.02. EFFECT OF REFINANCING OF INDEBTEDNESS UNDER FIRST LIEN
                 CREDIT DOCUMENTS .......................................    20
SECTION 7.03. NO WAIVER BY FIRST LIEN SECURED PARTIES ...................    21
SECTION 7.04. REINSTATEMENT .............................................    21
SECTION 7.05. PURCHASE RIGHT ............................................    21
SECTION 7.06. DELIVERY OF INFORMATION ...................................    23
</TABLE>
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                                                                              ii


<TABLE>
<S>                                                                          <C>
   ARTICLE VIII REPRESENTATIONS AND WARRANTIES ..........................    23

SECTION 8.01. REPRESENTATIONS AND WARRANTIES OF EACH PARTY ..............    23
SECTION 8.02. REPRESENTATIONS AND WARRANTIES OF EACH ADMINISTRATIVE
                 AGENT ..................................................    23

   ARTICLE IX NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE ...........    24

SECTION 9.01. NO RELIANCE; INFORMATION ..................................    24
SECTION 9.02. NO WARRANTIES OR LIABILITY ................................    24
SECTION 9.03. OBLIGATIONS ABSOLUTE ......................................    25

   ARTICLE X MISCELLANEOUS ..............................................    25

SECTION 10.01. NOTICES ..................................................    25
SECTION 10.02. CONFLICTS ................................................    26
SECTION 10.03. EFFECTIVENESS; SURVIVAL ..................................    26
SECTION 10.04. SEVERABILITY .............................................    26
SECTION 10.05. AMENDMENTS; WAIVERS ......................................    26
SECTION 10.06. SUBROGATION ..............................................    26
SECTION 10.07. APPLICABLE LAW; JURISDICTION; CONSENT TO SERVICE OF
                  PROCESS ...............................................    27
SECTION 10.08. WAIVER OF JURY TRIAL .....................................    27
SECTION 10.09. PARTIES IN INTEREST ......................................    27
SECTION 10.10. SPECIFIC PERFORMANCE .....................................    28
SECTION 10.11. HEADINGS .................................................    28
SECTION 10.12. COUNTERPARTS .............................................    28
SECTION 10.13. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS ..............    28
</TABLE>
<PAGE>
          INTERCREDITOR AGREEMENT, dated as of May 10, 2005, among WERNER
HOLDING CO. (DE), INC., a Delaware corporation (the "COMPANY"), WERNER HOLDING
CO. (PA), INC., a Pennsylvania corporation, the subsidiaries of the Company
party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (together with
its successors in such capacity, the "FIRST LIEN ADMINISTRATIVE AGENT") for the
First Lien Lenders (as defined below), and CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands branch ("CSFB"), as administrative agent (together
with its successors in such capacity, the "SECOND LIEN ADMINISTRATIVE AGENT")
for the Second Lien Lenders (as defined below).

                              PRELIMINARY STATEMENT

          Reference is made to (a) the Credit Agreement, dated as of June 11,
2003 (as heretofore amended, supplemented or otherwise modified or as further
amended, restated, supplemented or otherwise modified in accordance with the
terms of this Agreement, the "FIRST LIEN CREDIT AGREEMENT"), among the Company,
the lenders from time to time party thereto (the "FIRST LIEN LENDERS") and the
First Lien Administrative Agent, (b) the Credit Agreement, dated as of May 10,
2005 (as amended, restated, supplemented or otherwise modified in accordance
with the terms of this Agreement, the "SECOND LIEN CREDIT AGREEMENT" and,
together with the First Lien Credit Agreement, the "CREDIT AGREEMENTS"), among
the Company, the lenders from time to time party thereto (the "SECOND LIEN
LENDERS"), CSFB, as joint lead arranger, as joint bookrunner, and as Second Lien
Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead
arranger and as joint bookrunner, (c) the Collateral Agreement, dated as of June
11, 2003 (as heretofore amended, supplemented or otherwise modified or as
further amended, restated, supplemented or otherwise modified in accordance with
the terms of this Agreement, the "FIRST LIEN COLLATERAL AGREEMENT"), among the
Company, the subsidiaries of the Company party thereto and the First Lien
Administrative Agent, (d) the Collateral Agreement, dated as of May 10, 2005 (as
amended, restated, supplemented or otherwise modified in accordance with the
terms of this Agreement, the "SECOND LIEN COLLATERAL AGREEMENT"), among the
Company, the subsidiaries of the Company party thereto and the Second Lien
Administrative Agent, and (e) the other Security Documents referred to in the
Credit Agreements.

                                    RECITALS

          A. The First Lien Lenders have made and have agreed to make loans and
other extensions of credit to and on behalf of the Company pursuant to the First
Lien Credit Agreement and the First Lien Obligations (such term and each other
capitalized term used but not defined in these recitals having the meaning given
it in Article I) are secured by first priority Liens on, and security interests
in, the Collateral. The First Lien Lenders have agreed to amend the First Lien
Credit Agreement to, among other things, permit the Company to borrow the Second
Lien Term Loans and to permit the Company and the Guarantors to grant Liens to
the Second Lien Administrative Agent for the benefit of the Second Lien Lenders
upon, among other terms and conditions, the condition that the parties hereto
enter into this Agreement.

          B. The Second Lien Lenders have agreed to make loans to the Company
pursuant to the Second Lien Credit Agreement, upon, among other terms and
conditions, the condition that the Second Lien Obligations shall be secured by
second priority Liens on, and security interests in, the Collateral.

          C. The parties hereto are entering into this Agreement in connection
with such amendment of the First Lien Credit Agreement and the execution and
delivery of the Second Lien
<PAGE>
                                                                               2


Credit Agreement in order to, among other things, set forth their respective
rights and remedies with respect to the Collateral.

          Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01. CERTAIN DEFINED TERMS. Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings set forth in the
First Lien Credit Agreement, the Second Lien Credit Agreement, the First Lien
Collateral Agreement or the Second Lien Collateral Agreement, as applicable.

          SECTION 1.02. OTHER DEFINED TERMS. As used in the Agreement, the
following terms shall have the meanings specified below:

          "ADMINISTRATIVE AGENTS" shall mean the First Lien Administrative Agent
and the Second Lien Administrative Agent.

          "AGGREGATE FIRST LIEN EXPOSURE" shall mean at any time, an amount
equal to (a) the aggregate outstanding principal amount of First Lien Term Loans
and (b) the amount of Revolving Credit Commitments then in effect or, if the
Revolving Credit Commitments have been terminated, (i) the aggregate outstanding
principal amount of Revolving Credit Loans and (ii) the aggregate amount of L/C
Exposure.

          "AGGREGATE SECOND LIEN EXPOSURE" shall mean at any time, an amount
equal to the aggregate outstanding principal amount of Second Lien Term Loans.

          "AGREEMENT" shall mean this Intercreditor Agreement.

          "APPLICABLE PERCENTAGE" shall have the meaning assigned to such term
in Section 6.01(c).

          "BANKRUPTCY CODE" shall mean Title 11 of the United States Code
entitled "Bankruptcy," as now and hereinafter in effect, or any successor
statute.

          "BANKRUPTCY LAW" shall mean the Bankruptcy Code and any other Federal,
state or foreign bankruptcy, insolvency, receivership or similar law.

          "BUSINESS DAY" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required to
close.

          "COMPANY" shall have the meaning assigned to such term in the preamble
to this Agreement.

          "CLOSING DATE" shall mean May 10, 2005.

          "COLLATERAL" shall mean, collectively, the First Lien Collateral and
the Second Lien Collateral.
<PAGE>
                                                                               3


          "CREDIT AGREEMENTS" shall have the meaning assigned to such term in
the preliminary statement of this Agreement.

          "CSFB" shall have the meaning assigned to such term in the preamble to
this Agreement.

          "DIP FINANCING" shall have the meaning assigned to such term in
Section 6.01(a).

          "DIP FINANCING LIENS" shall have the meaning assigned to such term in
Section 6.01(b).

          "DISCHARGE OF FIRST LIEN OBLIGATIONS" shall mean, subject to Sections
7.02 and 7.04, (a) payment in full in cash of the principal of and interest
(including interest accruing during the pendency of any Insolvency or
Liquidation Proceeding, regardless of whether allowed or allowable in such
Insolvency or Liquidation Proceeding) on all indebtedness outstanding under the
First Lien Credit Documents, (b) payment in full in cash (or, in the case of
Interest Rate Agreements, cash collateralization in a manner reasonably
acceptable to the First Lien Administrative Agent) of all other First Lien
Obligations that are due and payable or otherwise accrued and owing at or prior
to the time such principal and interest are paid, (c) cancellation or cash
collateralization (in an amount reasonably satisfactory to the First Lien
Administrative Agent) of all letters of credit issued and outstanding under the
First Lien Credit Agreement and (d) termination or expiration of all commitments
to lend and all obligations to issue letters of credit under the First Lien
Credit Agreement.

          "DISPOSITION" shall mean any sale, lease, exchange, transfer or other
disposition. "DISPOSE" shall have a correlative meaning.

          "FINANCING LEASE" shall mean (a) any lease of property, real or
personal, the obligations under which are capitalized on a consolidated balance
sheet of the Company and its consolidated Subsidiaries and (b) any other such
lease to the extent that the then present value of any rental commitment
thereunder should, in accordance with GAAP, be capitalized on a balance sheet of
the lessee.

          "FIRST LIEN ADMINISTRATIVE AGENT" shall have the meaning assigned to
such term in the preamble to this Agreement.

          "FIRST LIEN COLLATERAL" shall mean all "Collateral", as defined in the
First Lien Collateral Agreement, and any other assets of the Company, the Parent
or any Subsidiary now or at any time hereafter subject to Liens securing any
First Lien Obligations.

          "FIRST LIEN COLLATERAL AGREEMENT" shall have the meaning assigned to
such term in the preliminary statement of this Agreement.

          "FIRST LIEN CREDIT AGREEMENT" shall have the meaning assigned to such
term in the preliminary statement of this Agreement.

          "FIRST LIEN CREDIT DOCUMENTS" shall mean the "Credit Documents", as
defined in the First Lien Credit Agreement and each of the other agreements,
documents and instruments providing for or evidencing any other First Lien
Obligation, and any other document or instrument executed or delivered at any
time in connection with any First Lien Obligations,
<PAGE>
                                                                               4


including any First Lien Security Documents and any intercreditor or joinder
agreement among holders of First Lien Obligations.

          "FIRST LIEN LENDERS" shall have the meaning assigned to such term in
the preliminary statement of this Agreement.

          "FIRST LIEN OBLIGATIONS" shall mean all Obligations outstanding under
the First Lien Credit Agreement and the other First Lien Credit Documents.
"First Lien Obligations" shall include all interest accrued or accruing (or
which would, absent commencement of an Insolvency or Liquidation Proceeding,
accrue) after commencement of an Insolvency or Liquidation Proceeding in
accordance with the rate specified in the relevant First Lien Credit Document
whether or not the claim for such interest is allowed as a claim in such an
Insolvency or Liquidation Proceeding.

          "FIRST LIEN REQUIRED LENDERS" shall have the meaning assigned to the
term "Required Lenders" in the First Lien Credit Agreement.

          "FIRST LIEN SECURED PARTIES" shall mean, at any time, (a) the First
Lien Lenders, (b) the First Lien Administrative Agent, (c) the Issuing Lenders,
(d) each other Person to whom any of the First Lien Obligations (including First
Lien Obligations under any Interest Rate Agreement or Foreign Currency Agreement
and indemnification obligations) is owed and (e) the successors, replacements
and assigns of each of the foregoing.

          "FIRST LIEN SECURITY DOCUMENTS" shall mean the "Security Documents",
as defined in the First Lien Credit Agreement, and any other agreement, document
or instrument pursuant to which a Lien is granted to secure any First Lien
Obligations or under which rights or remedies with respect to any such Lien are
governed.

          "FIRST LIEN TERM LOANS" shall mean the term loans advanced under the
First Lien Credit Agreement.

          "FIRST PRIORITY LIENS" shall mean all Liens on the First Lien
Collateral to secure the First Lien Obligations, whether created under the First
Lien Security Documents or acquired by possession, statute, operation of law,
subrogation or otherwise.

          "FOREIGN CURRENCY AGREEMENT" shall mean all currency swaps, caps or
collar agreements or similar arrangements providing for protection against
fluctuations in currency exchange rates, either generally or under specific
contingencies, entered into in the ordinary course of business and not for
speculative purposes, with a First Lien Lender or an Affiliate of a First Lien
Lender.

          "GAAP" shall mean generally accepted accounting principles in the
United States in effect from time to time.

          "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any
state or other political subdivision thereof or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

          "GRANTORS" shall mean the Company, Parent and each Subsidiary that
shall have created or purported to create any First Priority Lien or Second
Priority Lien on its assets to secure any First Lien Obligations or any Second
Lien Obligations.
<PAGE>
                                                                               5


          "GUARANTORS" shall mean, collectively, Parent and each Subsidiary that
has guaranteed, or that may from time to time hereafter guarantee, the First
Lien Obligations or the Second Lien Obligations, whether by executing and
delivering the applicable Guarantee, a supplement thereto or otherwise.

          "INSOLVENCY OR LIQUIDATION PROCEEDING" shall mean (a) any voluntary or
involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy
Law with respect to any Grantor, (b) any voluntary or involuntary appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Grantor or for a substantial part of the property or assets of any
Grantor, (c) any voluntary or involuntary winding-up or liquidation of any
Grantor or (d) a general assignment for the benefit of creditors by any Grantor.

          "INTEREST RATE AGREEMENT" shall mean any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement, providing for protection against fluctuations in
interest rates, entered into the ordinary course of business and not for
speculative purposes, with a First Lien Lender or an Affiliate of a First Lien
Lender.

          "ISSUING LENDERS" shall mean the First Lien Lenders that are issuers
of Letters of Credit under the First Lien Credit Agreement.

          "L/C EXPOSURE" shall mean at any time, an amount equal to the sum of
(a) the aggregate amount of the then undrawn and outstanding Letters of Credit
and (b) the aggregate outstanding amount of L/C Obligations.

          "L/C OBLIGATIONS" shall mean the obligations of the Company to
reimburse the Issuing Lenders for payments made by the Issuing Lenders under the
Letters of Credit that have not been reimbursed by the Company.

          "LEASE OBLIGATIONS" shall mean, as of the date of any determination
thereof, the rental commitments of the Grantors determined on a consolidated
basis, if any, under leases for real and/or personal property (net of rental
commitments from sub-leases thereof), excluding however, obligations under
Financing Leases.

          "LETTERS OF CREDIT" shall mean letters of credit issued under the
First Lien Credit Agreement.

          "LIEN" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of any financing
statement under the Uniform Commercial Code or comparable law of any
jurisdiction in respect of any of the foregoing, except for the filing of
financing statements in connection with Lease Obligations incurred by the
Company or its Subsidiaries to the extent that such financing statements relate
to the property subject to such Lease Obligations).

          "LOAN DOCUMENTS" shall mean the First Lien Credit Documents and the
Second Lien Credit Documents.

          "MAXIMUM DIP FINANCING AMOUNT" shall mean $100,000,000.
<PAGE>
                                                                               6


          "MAXIMUM FIRST LIEN OBLIGATIONS AMOUNT" shall mean the sum of (a) an
amount of First Lien Term Loans equal to $90,000,000 minus the aggregate
principal amount of all First Lien Term Loans repaid or prepaid or otherwise
satisfied after the date of this Agreement, (b) an amount of Revolving Credit
Commitments equal to $50,000,000 and (c) $7,500,000 minus the aggregate amount
of all permanent reductions of the Revolving Credit Commitments after the date
of this Agreement (excluding, in the case of clauses (a) and (b), any repayment,
prepayment, satisfaction or reduction pursuant to a Refinancing of First Lien
Obligations undertaken pursuant to and in accordance with this Agreement;
provided that, if, in connection with such Refinancing, (x) all or any portion
of First Lien Term Loans are repaid, prepaid or satisfied from proceeds other
than Refinancing indebtedness incurred under New First Lien Credit Documents in
accordance with this Agreement, then such First Lien Term Loans so repaid,
prepaid or satisfied from proceeds other than such Refinancing indebtedness
shall be counted to reduce the amount of First Lien Term Loans referred to in
clause (a) and (y) Revolving Credit Commitments after giving effect to such
Refinancing are less than Revolving Credit Commitments prior to such
Refinancing, the amount by which such Revolving Credit Commitments are less
shall constitute a reduction of Revolving Credit Commitments for purposes of
clause (b)).

          "NEW FIRST LIEN ADMINISTRATIVE AGENT" shall have the meaning assigned
to such term in Section 7.02.

          "NEW FIRST LIEN CREDIT DOCUMENTS" shall have the meaning assigned to
such term in Section 7.02.

          "NEW FIRST LIEN OBLIGATIONS" shall have the meaning assigned to such
term in Section 7.02.

          "OBLIGATIONS" means all obligations of every nature of each Grantor
from time to time owed to any First Lien Secured Party or Second Lien Secured
Party, in each case under the First Lien Credit Documents or the Second Lien
Credit Documents, whether for principal, interest, fees, expenses,
indemnification or otherwise (including, without limitation, in respect of
Interest Rate Agreements), and all guarantees of any of the foregoing and
including, without limitation, all First Lien Obligations and all Second Lien
Obligations.

          "PARENT" shall mean Werner Holding Co. (PA), Inc., a Pennsylvania
corporation.

          "PERSON" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership,
Governmental Authority or other entity.

          "PERMITTED LIEN" shall mean any Lien that is both a "Permitted Lien"
as such term is defined under the First Lien Credit Agreement and a "Permitted
Lien" as such term is defined under the Second Lien Credit Agreement and any
Lien arising by operation of law or granted pursuant to court order.

          "PLEDGED OR CONTROLLED COLLATERAL" shall have the meaning assigned to
such term in Article V.

          "POST-PETITION INTEREST" shall mean any interest, reasonable fees,
costs or charges that accrue or would have accrued after the commencement of any
Insolvency or Liquidation Proceeding, whether or not allowable in any such
Insolvency or Liquidation Proceeding.
<PAGE>
                                                                               7


          "PURCHASE DATE" shall have the meaning assigned to such term in
Section 7.05(b).

          "PURCHASE NOTICE" shall have the meaning assigned to such term in
Section 7.05(a).

          "PURCHASE PERIOD" shall have the meaning assigned to such term in
Section 7.05(a).

          "PURCHASING PARTIES" shall have the meaning assigned to such term in
Section 7.05(b).

          "PURCHASE RIGHT" shall have the meaning assigned to such term in
Section 7.05(a).

          "RECEIVABLES FACILITY" shall mean one or more non-recourse receivables
facilities for the sale, encumbrance or other disposition, at any time or from
time to time of all or a portion of the accounts receivable of the Company or
any of its Subsidiaries.

          "REFINANCE" shall mean, in respect of any indebtedness, to refinance,
extend, renew, restructure or replace or to incur other indebtedness in exchange
or replacement for, such Obligations, in whole. "REFINANCED" and "REFINANCING"
shall have correlative meanings.

          "REFINANCING NOTICE" shall have the meaning assigned to such term in
Section 7.02.

          "REVOLVING CREDIT COMMITMENTS" shall mean the commitments to make
revolving loans under the First Lien Credit Agreement.

          "REVOLVING CREDIT LOANS" shall mean revolving loans under the First
Lien Credit Agreement.

          "SECOND LIEN ADMINISTRATIVE AGENT" shall have the meaning assigned to
such term in the preamble to this Agreement.

          "SECOND LIEN ARRANGERS" shall mean, collectively, Credit Suisse First
Boston, acting through its Cayman Islands branch, and Morgan Stanley Senior
Funding, Inc., in their capacities as joint lead arrangers in connection with
the Second Lien Credit Agreement.

          "SECOND LIEN COLLATERAL" shall mean all "Collateral", as defined in
the Second Lien Collateral Agreement, and any other assets of the Company, the
Parent or any Subsidiary now or at any time hereafter subject to Liens securing
any Second Lien Obligations.

          "SECOND LIEN COLLATERAL AGREEMENT" shall have the meaning assigned to
such term in the preliminary statement of this Agreement.

          "SECOND LIEN CREDIT AGREEMENT" shall have the meaning assigned to such
term in the preliminary statement of this Agreement.

          "SECOND LIEN CREDIT DOCUMENTS" shall mean the "Credit Documents", as
defined in the Second Lien Credit Agreement and each of the other agreements,
documents and
<PAGE>
                                                                               8


instruments providing for or evidencing any other Second Lien Obligation, and
any other document or instrument executed or delivered at any time in connection
with any Second Lien Obligations, including any Second Lien Security Documents
and intercreditor or joinder agreement among holders of Second Lien Obligations.

          "SECOND LIEN LENDERS" shall have the meaning assigned to such term in
the preliminary statement of this Agreement.

          "SECOND LIEN MORTGAGES" shall mean, collectively, each mortgage, deed
of trust, leasehold mortgage, assignment of leases and rents, modifications and
any other agreement, document or instrument pursuant to which any Lien on real
property is granted to secure any Second Lien Obligations or under which rights
or remedies with respect to any such Lien are governed.

          "SECOND LIEN OBLIGATIONS" shall mean all Obligations outstanding under
the Second Lien Credit Agreement and the other Second Lien Credit Documents.
"Second Lien Obligations" shall include all interest accrued or accruing (or
which would, absent commencement of an Insolvency or Liquidation Proceeding,
accrue) after commencement of an Insolvency or Liquidation Proceeding in
accordance with the rate specified in the relevant Second Lien Credit Document
whether or not the claim for such interest is allowed as a claim in such
Insolvency or Liquidation Proceeding.

          "SECOND LIEN PERMITTED ACTIONS" shall have the meaning assigned to
such term in Section 3.01(a).

          "SECOND LIEN SECURED PARTIES" shall mean, at any time, (a) the Second
Lien Lenders, (b) the Second Lien Administrative Agent, (c) each other Person to
whom any of the Second Lien Obligations (including indemnification obligations)
is owed and (d) the successors, replacements and assigns of each of the
foregoing.

          "SECOND LIEN SECURITY DOCUMENTS" shall mean the "Security Documents",
as defined in the Second Lien Credit Agreement, and any other agreement,
document or instrument pursuant to which a Lien is granted to secure any Second
Lien Obligations or under which rights or remedies with respect to any such Lien
are governed.

          "SECOND LIEN TERM LOANS" shall mean the term loans outstanding under
the Second Lien Credit Agreement.

          "SECOND PRIORITY LIENS" shall mean all Liens on the Second Lien
Collateral to secure the Second Lien Obligations, whether created under the
Second Lien Security Documents or acquired by possession, statute, operation of
law, subrogation or otherwise.

          "SECURITY DOCUMENTS" shall mean the First Lien Security Documents and
the Second Lien Security Documents.

          "STANDSTILL NOTICE" shall have the meaning assigned to such term in
Section 3.02(a).

          "STANDSTILL PERIOD" shall have the meaning assigned to such term in
Section 3.02(a).
<PAGE>
                                                                               9


          "SUBSIDIARY" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock of each class
or other interests having ordinary voting power (other than stock or other
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, by such Person or by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person. A Subsidiary shall be deemed wholly-owned by a Person who owns
directly or indirectly all of the voting shares of stock or other interest of
such Subsidiary having voting power under ordinary circumstances to vote for
directors or other managers of such corporation, partnership or other entity,
except for (i) directors' qualifying shares, (ii) shares owned by multiple
shareholders to comply with local laws and (iii) shares owned by employees.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company.

          "SURVIVING INDEMNITIES" shall have the meaning assigned to such term
in Section 7.05(b).

          "TRIGGERING EVENT" shall have the meaning assigned to such term in
Section 7.05(a).

          "UNIFORM COMMERCIAL CODE" or "UCC" shall mean the Uniform Commercial
Code (or any similar or equivalent legislation) as in effect from time to time
in any applicable jurisdiction.

          SECTION 1.03. TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
restated, amended and restated, supplemented or otherwise modified in accordance
with the terms of this Agreement, (b) any reference herein (i) to any Person
shall be construed to include such Person's successors and assigns and (ii) to
the Company or any other Grantor shall be construed to include the Company or
such Grantor as debtor and debtor-in-possession and any receiver or trustee for
the Company or any other Grantor, as the case may be, in any Insolvency or
Liquidation Proceeding, (c) the words "herein", "hereof" and "hereunder", and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles or Sections shall be construed to refer to Articles or Sections of
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                                   ARTICLE II

                                 LIEN PRIORITIES

          SECTION 2.01. RELATIVE PRIORITIES. Notwithstanding the date, manner or
order of grant, attachment or perfection of any Second Priority Lien or any
First Priority Lien, and notwithstanding any provision of the UCC or any other
applicable law or the provisions of any
<PAGE>
                                                                              10


Security Document or any other Loan Document or any other circumstance
whatsoever, the Second Lien Administrative Agent, for itself and on behalf of
the other Second Lien Secured Parties, hereby agrees that (a) any First Priority
Lien now or hereafter held by or for the benefit of any First Lien Secured Party
shall be senior in right, priority, operation, effect and all other respects to
any and all Second Priority Liens and (b) any Second Priority Lien now or
hereafter held by or for the benefit of any Second Lien Secured Party shall be
junior and subordinate in right, priority, operation, effect and all other
respects to any and all First Priority Liens, in each case to the extent such
First Priority Liens are perfected and regardless of whether or not any First
Priority Liens are subordinated in any respect to any Permitted Lien that
secures any other obligation of the Company, any other Grantor or any other
Person.

          SECTION 2.02. PROHIBITION ON CONTESTING LIENS. Each of the First Lien
Administrative Agent, for itself and on behalf of the other First Lien Secured
Parties, and the Second Lien Administrative Agent, for itself and on behalf of
the other Second Lien Secured Parties, agrees that it will not, and hereby
waives any right to, contest or support any other Person in contesting, in any
proceeding (including any Insolvency or Liquidation Proceeding), the priority,
validity or enforceability of any Second Priority Lien or any First Priority
Lien, as the case may be; provided that nothing in this Agreement shall be
construed to prevent or impair the rights of the First Lien Administrative Agent
or any other First Lien Secured Party or the Second Lien Administrative Agent or
any other Second Lien Secured Party to enforce this Agreement.

          SECTION 2.03. NO NEW LIENS. The parties hereto agree that, so long as
the Discharge of First Lien Obligations has not occurred, none of the Grantors
shall, or shall permit any of its Subsidiaries to, (a) grant or permit any
additional Liens on any asset to secure any Second Lien Obligation unless it has
granted, or concurrently therewith grants, a Lien on such asset to secure the
First Lien Obligations or (b) grant or permit any additional Liens on any asset
to secure any First Lien Obligations unless it has granted, or concurrently
therewith grants, a Lien on such asset to secure the Second Lien Obligations, in
each case, with each such Lien to be subject to the provisions of this
Agreement. To the extent that the provisions of the immediately preceding
sentence are not complied with for any reason, without limiting any other right
or remedy available to the First Lien Administrative Agent or the other First
Lien Secured Parties, the Second Lien Administrative Agent agrees, for itself
and on behalf of the other Second Lien Secured Parties, that any amounts
received by or distributed to any Second Lien Secured Party pursuant to or as a
result of any Lien granted in contravention of this Section shall be subject to
Section 4.02.

          SECTION 2.04. SIMILAR LIENS AND AGREEMENTS. The parties hereto
acknowledge and agree that it is their intention that the First Lien Collateral
and the Second Lien Collateral be identical and that (except as contemplated by
Article V) the steps taken to perfect the First Priority Liens and the Second
Priority Liens be identical in all material respects. In furtherance of the
foregoing, the parties hereto agree:

          (a) to cooperate in good faith in order to determine, upon any request
by the First Lien Administrative Agent or the Second Lien Administrative Agent,
the specific assets included in the First Lien Collateral and the Second Lien
Collateral, the steps taken to perfect the First Priority Liens and the Second
Priority Liens thereon and the identity of the respective parties obligated
under the First Lien Credit Documents and the Second Lien Credit Documents; and

          (b) that the documents, agreements and instruments creating or
evidencing the Second Lien Collateral and the Second Priority Liens shall be in
all material respects in the same form as the documents, agreements and
instruments creating or evidencing the First Lien
<PAGE>
                                                                              11


Collateral and the First Priority Liens, other than with respect to the first
priority and second priority nature of the Liens created or evidenced
thereunder.

                                  ARTICLE III

              ENFORCEMENT OF RIGHTS; MATTERS RELATING TO COLLATERAL

          SECTION 3.01. EXERCISE OF RIGHTS AND REMEDIES. (a) So long as the
Discharge of First Lien Obligations has not occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against any
Grantor, the First Lien Administrative Agent and the other First Lien Secured
Parties shall have the exclusive right to enforce rights and exercise remedies
(including any right of setoff) with respect to any of the Collateral (including
any foreclosure action or proceeding), in each case, with notice to the Second
Lien Administrative Agent as set forth in clause (b) below but without any
consultation with or the consent of the Second Lien Administrative Agent or any
other Second Lien Secured Party; provided that, notwithstanding the foregoing,
(i) in any Insolvency or Liquidation Proceeding, the Second Lien Administrative
Agent may file a proof of claim or statement of interest with respect to the
Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any
action not otherwise in conflict with this Agreement to preserve or protect the
validity and enforceability of the Second Priority Liens; (iii) the Second Lien
Secured Parties may file any necessary responsive or defensive pleadings in
opposition to any motion, claim, adversary proceeding or other pleading made by
any Person objecting to or otherwise seeking the disallowance of the claims of
the Second Lien Secured Parties, including any claims secured by the Collateral,
or otherwise make any agreements or file any motions pertaining to the Second
Lien Obligations, in each case, to the extent not inconsistent with the terms of
this Agreement; (iv) the Second Lien Secured Parties may exercise rights and
remedies that may be exercised by unsecured creditors except to the extent in
conflict with Article VI; (v) the Lien securing the Second Lien Obligations
shall remain on and attach to any proceeds of Collateral released or disposed of
in accordance with this Agreement subject to the relative priorities described
in Article II; and (vi) subject to Section 3.02, the Second Lien Administrative
Agent and the other Second Lien Secured Parties may enforce any of their rights
and exercise any of their remedies with respect to the Collateral after the
termination of the Standstill Period (the actions described in this proviso
being referred to herein as the "SECOND LIEN PERMITTED ACTIONS"). Except for the
Second Lien Permitted Actions, unless and until the Discharge of First Lien
Obligations has occurred, the sole right of the Second Lien Administrative Agent
and the other Second Lien Secured Parties with respect to the Collateral shall
be to receive a share of the proceeds of the Collateral, if any, in accordance
with the Second Lien Credit Documents and applicable law, after the Discharge of
First Lien Obligations has occurred.

          (b) In exercising rights and remedies with respect to any of the
Collateral, the First Lien Administrative Agent and the other First Lien Secured
Parties may enforce the provisions of the First Lien Credit Documents and
exercise remedies thereunder, all in such order and in such manner as they may
determine in their sole discretion. Such exercise and enforcement shall include
the rights of an agent appointed by them to Dispose of Collateral upon
foreclosure, to incur reasonable expenses in connection with any such
Disposition and to exercise all the rights and remedies of a secured creditor
under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy
Law or any other applicable law. Unless an Insolvency and Liquidation Proceeding
has commenced and is continuing, the First Lien Administrative Agent agrees to
provide at least ten days' prior written notice to the Second Lien
Administrative Agent of its intention to enforce its rights or exercise remedies
(including any right of setoff) with respect to the Collateral, prior to any
such enforcement or exercise. In the
<PAGE>
                                                                              12


event that during such ten day period, the Second Lien Administrative Agent
shall send to the First Lien Secured Parties the irrevocable notice of the
Purchasing Parties' intention to exercise their purchase option pursuant to
Section 7.05(a), the First Lien Administrative Agent shall not commence any
foreclosure or other action to sell or otherwise realize upon the Collateral;
provided that the purchase and sale with respect to the First Lien Obligations
provided for in Section 7.05 shall have closed within ten Business Days
thereafter and the First Lien Administrative Agent shall have received payment
in full of the purchase price and any cash collateral as provided for herein
within such ten Business Day period.

          (c) The Second Lien Administrative Agent, for itself and on behalf of
the other Second Lien Secured Parties, hereby acknowledges and agrees that no
covenant, agreement or restriction contained in any Second Lien Security
Document or any other Second Lien Credit Document (other than this Agreement)
shall be deemed to restrict in any way the rights and remedies of the First Lien
Administrative Agent or the other First Lien Secured Parties with respect to the
Collateral as set forth in this Agreement and the First Lien Credit Documents.

          SECTION 3.02. NO INTERFERENCE. The Second Lien Administrative Agent,
for itself and on behalf of the other Second Lien Secured Parties, agrees that,
whether or not any Insolvency or Liquidation Proceeding has been commenced, the
Second Lien Secured Parties:

          (a) will not, so long as the Discharge of First Lien Obligations has
not occurred, until the expiration of the Standstill Period, enforce or
exercise, or seek to enforce or exercise, any rights or remedies (including any
right of setoff) with respect to any Collateral (including the enforcement of
any right under any lockbox Agreement, account control agreement, landlord
waiver or bailee's letter or any similar agreement or arrangement to which the
Second Lien Administrative Agent or any other Second Lien Secured Party is a
party); provided that the Second Lien Administrative Agent may enforce or
exercise any or all such rights and remedies after a period of 120 days has
elapsed since the date on which the Second Lien Administrative Agent has
delivered to the First Lien Administrative Agent written notice (the "STANDSTILL
NOTICE") of the acceleration of the indebtedness then outstanding under the
Second Lien Credit Agreement (the "STANDSTILL PERIOD"); provided, further, that
(A) notwithstanding the expiration of the Standstill Period or anything herein
to the contrary, in no event shall the Second Lien Administrative Agent or any
other Second Lien Secured Party enforce or exercise any rights or remedies with
respect to any Collateral, if the First Lien Administrative Agent or any other
First Lien Secured Party is actively pursuing in good faith the enforcement or
exercise of their rights or remedies with respect to a material portion of the
Collateral (it being expressly understood that the running of the Standstill
Period shall be independent of any enforcement or exercise, or cessation of the
enforcement or exercise, of rights or remedies by the First Lien Administrative
Agent or any other First Lien Secured Party and that the Standstill Period shall
not cease to run as a result of any such enforcement or exercise or cessation)
and (B) if the Second Lien Secured Parties (or the Second Lien Administrative
Agent on behalf of the Second Lien Secured Parties) have, upon not less than ten
days' prior written notice to the First Lien Administrative Agent (which notice
may not be given prior to the 110th day following delivery of the Standstill
Notice), commenced any actions to enforce the Second Lien Administrative Agent's
Lien on any Collateral to the extent permitted hereunder and are actively
pursuing in good faith such actions, neither the First Lien Administrative Agent
nor any other First Lien Secured Party shall take any action of a similar nature
with respect to such Collateral;

          (b) subject to the First Lien Secured Parties' compliance with the
standstill and notice provisions of Section 3.01(b) and, if applicable, clause
(B) of the second proviso to Section 3.02(a) above, will not contest, protest or
object to any foreclosure action or proceeding brought
<PAGE>
                                                                              13


by the First Lien Administrative Agent or any other First Lien Secured Party, or
any other enforcement or exercise by any First Lien Secured Party of any rights
or remedies relating to the Collateral under the First Lien Credit Documents or
otherwise, so long as Second Priority Liens attach to the proceeds thereof
subject to the relative priorities set forth in Section 2.01; provided that it
is expressly understood that (i) the First Lien Administrative Agent may take
any action not otherwise prohibited by this Agreement to preserve or protect the
validity and enforceability of the First Priority Liens; (ii) the First Lien
Secured Parties may file any necessary responsive or defensive pleadings in
opposition to any motion, claim, adversary proceeding or other pleading made by
any Person objecting to or otherwise seeking the disallowance of the claims of
the First Lien Secured Parties, including any claims secured by the Collateral,
or otherwise make any agreements or file any motions pertaining to the First
Lien Obligations, in each case, to the extent not inconsistent with the terms of
this Agreement; and (iii) the Lien securing the First Lien Obligations shall
remain on and attach to any proceeds of Collateral released or disposed of in
accordance with this Agreement subject to the relative priorities described in
Article II;

          (c) subject to the Second Lien Secured Parties' rights under clause
(a) above, will not object to the forbearance by the First Lien Administrative
Agent or the other First Lien Secured Parties from commencing or pursuing any
foreclosure action or proceeding or any other enforcement or exercise of any
rights or remedies with respect to any of the Collateral;

          (d) will not, except to the extent permitted under this Agreement,
object to the manner in which the First Lien Administrative Agent or any other
First Lien Secured Party may seek to enforce or collect the First Lien
Obligations or the First Priority Liens, regardless of whether any action or
failure to act by or on behalf of the First Lien Administrative Agent or any
other First Lien Secured Party is, or could be, adverse to the interests of the
Second Lien Secured Parties;

          (e) will not attempt, directly or indirectly, whether by judicial
proceeding or otherwise, to challenge or question the validity or enforceability
of any First Lien Obligation or any First Lien Security Document, including this
Agreement, or the validity or enforceability of the priorities, rights or
obligations established by this Agreement; and

          (f) will not assert, and hereby waive, to the fullest extent permitted
by law, any right to demand, request, plead or otherwise assert or claim the
benefit of any marshalling, appraisal, valuation or other similar right that may
be available under applicable law with respect to the Collateral or any other
rights a junior secured creditor may have under applicable law with respect to
the matters described in this clause (f).

          SECTION 3.03. RIGHTS AS UNSECURED CREDITORS. The Second Lien
Administrative Agent and the other Second Lien Secured Parties may, in
accordance with the terms of the Second Lien Credit Documents and applicable
law, exercise against the Company and any Guarantor rights and remedies as
unsecured creditors. Nothing in this Agreement shall prohibit the receipt by the
Second Lien Administrative Agent or any other Second Lien Secured Party of the
required payments of principal, premium, interest, fees and other amounts due
under the Second Lien Credit Documents so long as such receipt is not the result
of the enforcement or exercise by the Second Lien Administrative Agent or any
other Second Lien Secured Party of rights or remedies with respect to the
Collateral in contravention of this Agreement or enforcement in contravention of
this Agreement of any Second Priority Lien.

          SECTION 3.04. RELEASES. (a) If, in connection with (i) any Disposition
of any Collateral and any releases of Guarantors in connection therewith, in
each case, permitted under
<PAGE>
                                                                              14


the terms of the First Lien Credit Documents and the Second Lien Credit
Documents or (ii) the enforcement or exercise of any rights or remedies with
respect to the Collateral, including any Disposition of Collateral, the First
Lien Administrative Agent, for itself and on behalf of the other First Lien
Secured Parties, releases any of the First Priority Liens, or releases any
Guarantor from its obligations under its guaranty of the First Lien Obligations
in connection with a Disposition of all of the equity interests of such
Guarantor, other than any such release (A) in the case of clauses (i) and (ii)
above, granted in connection with the Discharge of First Lien Obligations, (B)
in the case of clause (i) above, after the occurrence and during the continuance
of an event of default under any Second Lien Credit Document or (C) in the case
of clause (ii) above, granted in connection with the foreclosure, sale, transfer
or Disposition of all or substantially all of the Collateral pursuant to such
enforcement or exercise of rights or remedies, then the Second Priority Liens on
such Collateral, and the obligations of such Guarantor under its guaranty of the
Second Lien Obligations, shall be automatically, unconditionally and
simultaneously released, and the Second Lien Administrative Agent shall, for
itself and on behalf of the other Second Lien Secured Parties, promptly execute
and deliver to the First Lien Administrative Agent or the relevant Grantor such
termination statements, releases and other documents as the First Lien
Administrative Agent or such Grantor may reasonably request to effectively
confirm such release; provided that, the Lien securing the Second Lien
Obligations shall remain on the proceeds of such Collateral released subject to
the relative priorities described in Section 2; and provided, further, that if
the Aggregate First Lien Exposure of all First Lien Lenders shall be 15% or less
of the sum of (I) the Aggregate First Lien Exposure of all First Lien Lenders
plus (II) the Aggregate Second Lien Exposure of all Second Lien Lenders, any
release of Second Priority Liens pursuant to clause (ii) above shall require the
consent of holders of First Lien Obligations and Second Lien Obligations
representing in the aggregate more than 50% of the sum of (x) the Aggregate
First Lien Exposure of all First Lien Lenders plus (y) the Aggregate Second Lien
Exposure of all Second Lien Lenders.

          (b) Until the Discharge of First Lien Obligations occurs, the Second
Lien Administrative Agent, for itself and on behalf of each other Second Lien
Secured Party, hereby appoints the First Lien Administrative Agent, and any
officer or agent of the First Lien Administrative Agent, with full power of
substitution, as the attorney-in-fact of each Second Lien Secured Party for the
purpose of carrying out the provisions of this Section 3.04 and taking any
action and executing any instrument that the First Lien Administrative Agent may
reasonably deem necessary or advisable to accomplish the purposes of this
Section 3.04 (including any endorsements or other instruments of transfer or
release), which appointment is irrevocable and coupled with an interest;
provided that the First Lien Administrative Agent will not be entitled to
exercise such power of attorney to execute and deliver a release or other
document or instrument of transfer unless the Second Lien Administrative Agent
shall have been requested to execute and deliver such release or other document
or instrument of transfer and shall not have done so within three Business Days
of its receipt of such request.

          SECTION 3.05. INSURANCE AND CONDEMNATION AWARDS. So long as the
Discharge of First Lien Obligations has not occurred, the First Lien
Administrative Agent and the other First Lien Secured Parties shall have the
exclusive right, subject to the rights of the Grantors under the First Lien
Credit Documents, to settle and adjust claims in respect of Collateral under
policies of insurance and to approve any award granted in any condemnation or
similar proceeding, or any deed in lieu of condemnation, in respect of the
Collateral. All proceeds of any such policy and any such award, or any payments
with respect to a deed in lieu of condemnation, shall (a) first, prior to the
Discharge of First Lien Obligations and subject to the rights of the Grantors
under the First Lien Credit Documents, be paid to the First Lien Administrative
Agent for the benefit of First Lien Secured Parties pursuant to the terms of the
First Lien Credit
<PAGE>
                                                                              15


Documents, (b) second, after the Discharge of First Lien Obligations and subject
to the rights of the Grantors under the Second Lien Credit Documents, be paid to
the Second Lien Administrative Agent for the benefit of the Second Lien Secured
Parties pursuant to the terms of the Second Lien Credit Documents, and (c)
third, if no Second Lien Obligations are outstanding, be paid to the owner of
the subject property, such other Person as may be entitled thereto or as a court
of competent jurisdiction may otherwise direct. Until the Discharge of First
Lien Obligations has occurred, if the Second Lien Administrative Agent or any
other Second Lien Secured Party shall, at any time, receive any proceeds of any
such insurance policy or any such award or payment, it shall transfer and pay
over such proceeds to the First Lien Administrative Agent in accordance with
Section 4.02.

                                   ARTICLE IV

                                    PAYMENTS

          SECTION 4.01. APPLICATION OF PROCEEDS. So long as the Discharge of
First Lien Obligations has not occurred, any Collateral or proceeds thereof
received by the First Lien Administrative Agent in connection with any
Disposition of, or collection on, such Collateral upon the enforcement or
exercise of any right or remedy (including any right of setoff) relating to the
Collateral and all payments or distributions of any kind received in connection
with the same, shall be applied by the First Lien Administrative Agent first to
the First Lien Obligations in such order as is specified in the applicable First
Lien Credit Documents. Upon the Discharge of First Lien Obligations, the First
Lien Administrative Agent shall deliver to the Second Lien Administrative Agent
any remaining Collateral and any proceeds thereof then held by it in the same
form as received, together with any necessary endorsements, or as a court of
competent jurisdiction may otherwise direct, to be applied by the Second Lien
Administrative Agent to the Second Lien Obligations in such order as is
specified in the Second Lien Collateral Agreement.

          SECTION 4.02. PAYMENT OVER. So long as the Discharge of First Lien
Obligations has not occurred, any Collateral, or any proceeds thereof or payment
with respect thereto, received by the Second Lien Administrative Agent or any
other Second Lien Secured Party in connection with the exercise of any right or
remedy (including any right of setoff) with respect to the Collateral, or in
connection with any insurance policy claim or any condemnation award (or deed in
lieu of condemnation), in contravention of this Agreement shall be segregated
and held in trust and forthwith transferred or paid over to the First Lien
Administrative Agent for the benefit of the First Lien Secured Parties in the
same form as received, together with any necessary endorsements, or as a court
of competent jurisdiction may otherwise direct.

                                   ARTICLE V

      BAILMENT AND SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS

          (a) The First Lien Administrative Agent agrees that if it shall at any
time hold a First Priority Lien on any Collateral that can be perfected by the
possession or control of such Collateral or of any account in which such
Collateral is held, and if such Collateral or any such account is in fact in the
possession or under the control of the First Lien Administrative Agent, or of
agents or bailees of the First Lien Administrative Agent (such Collateral being
referred to herein as the "PLEDGED OR CONTROLLED COLLATERAL"), the First Lien
Administrative Agent shall, solely for the purpose of perfecting the Second
Priority Liens granted under the Second Lien Credit Documents and subject to the
terms and conditions of this Section, also hold such Pledged or Controlled
Collateral as bailee for the Second Lien Administrative Agent. To the extent
that
<PAGE>
                                                                              16


under applicable law the Second Lien Administrative Agent may also have or be
deemed to have control of any Pledged or Controlled Collateral at the same time
the First Lien Administrative Agent has such control, the parties hereto shall
use reasonable efforts to enable the Second Lien Administrative Agent to have
such control of such Pledged or Controlled Collateral (it being expressly
understood that any exercise by the Second Lien Administrative Agent of rights
relating to such control shall be deemed an enforcement of rights and remedies
and shall be subject to the provisions of this Agreement).

          (b) The obligations and responsibilities of the First Lien
Administrative Agent to the Second Lien Administrative Agent and the other
Second Lien Secured Parties under this Section shall be limited solely to
holding or controlling the Pledged or Controlled Collateral as bailee in
accordance with this Section. Without limiting the foregoing, the First Lien
Administrative Agent shall have no obligation or responsibility to ensure that
any Pledged or Controlled Collateral is genuine or owned by any of the Grantors.
The First Lien Administrative Agent acting pursuant to this Section shall not,
by reason of this Agreement, any other Security Document or any other document,
have a fiduciary relationship in respect of any other First Lien Secured Party,
the Second Lien Administrative Agent or any other Second Lien Secured Party.

          (c) Upon the Discharge of First Lien Obligations, the First Lien
Administrative Agent shall transfer the possession and control of the Pledged or
Controlled Collateral, together with any necessary endorsements but without
recourse or warranty, (i) if the Second Lien Obligations are outstanding at such
time, to the Second Lien Administrative Agent, and (ii) if no Second Lien
Obligations are outstanding at such time, to the Company, in each case so as to
allow such Person to obtain possession and control of such Pledged or Controlled
Collateral. In connection with any transfer under clause (i) of the immediately
preceding sentence, the First Lien Administrative Agent agrees to take all
actions in its power as shall be reasonably requested by the Second Lien
Administrative Agent to permit the Second Lien Administrative Agent to obtain,
for the benefit of the Second Lien Secured Parties, a perfected first priority
security interest in the Pledged or Controlled Collateral.

                                   ARTICLE VI

                      INSOLVENCY OR LIQUIDATION PROCEEDINGS

          SECTION 6.01. GENERAL APPLICABILITY AND FINANCE MATTERS. (a) This
Agreement shall be applicable both before and after the filing of any petition
by or against any Grantor in connection with any Insolvency or Liquidation
Proceeding and all converted or succeeding cases in respect thereof, and all
references herein to any Grantor shall be deemed to apply to the trustee for
such Grantor and such Grantor as a debtor-in-possession.

          (b) Until the Discharge of First Lien Obligations has occurred, the
Second Lien Administrative Agent, for itself and on behalf of the other Second
Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation
Proceeding, the Second Lien Administrative Agent:

               (i) will not oppose or object to (or support any other Person
          opposing or objecting to) the use of any Collateral constituting cash
          collateral under Section 363 of the Bankruptcy Code, or any comparable
          provision of any other Bankruptcy Law, unless the First Lien Secured
          Parties, or a representative authorized by the First Lien Secured
          Parties, shall oppose or object to such use of such cash collateral;
<PAGE>
                                                                              17


               (ii) will not oppose or object to (or support any other Person
          opposing or objecting to) any post-petition financing, whether
          provided by the First Lien Secured Parties or any other Person, under
          Section 364 of the Bankruptcy Code, or any comparable provision of any
          other Bankruptcy Law (a "DIP FINANCING") (unless (I) the First Lien
          Secured Parties, or a representative authorized by the First Lien
          Secured Parties, shall then oppose or object to such DIP Financing,
          (II) the aggregate principal amount of loans and letter of credit
          accommodations outstanding or available under such DIP Financing
          exceeds the Maximum DIP Financing Amount or (III) the Liens securing
          the First Lien Obligations are not subordinated to or pari passu with
          such DIP Financing (provided that the Second Lien Administrative Agent
          will subordinate its Liens in the Collateral to the Liens securing
          such DIP Financing on substantially the same basis as the Liens
          securing the other Second Lien Obligations are subordinated to the
          Liens securing the First Lien Obligations under this Agreement)); and

               (iii) except to the extent permitted by paragraph (c) of this
          Section 6.01, will not request adequate protection with respect to its
          rights in the Collateral.

          (c) The Second Lien Administrative Agent, for itself and on behalf of
the other Second Lien Secured Parties, agrees that no Second Lien Secured Party
shall contest, or support any other Person in contesting, (i) any request by the
First Lien Administrative Agent or any other First Lien Secured Party for
adequate protection or (ii) any objection, based on a claim of a lack of
adequate protection, by the First Lien Administrative Agent or any other First
Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding
the immediately preceding sentence, the Second Lien Administrative Agent, for
itself or on behalf of the other Second Lien Secured Parties, shall be permitted
to obtain adequate protection with respect to its rights in the Collateral in
any Insolvency or Liquidation Proceeding; provided that, unless the First Lien
Administrative Agent otherwise agrees, (i) the Second Lien Administrative Agent
or any Second Lien Secured Party may obtain adequate protection in the form of
additional or replacement collateral or an administrative expense claim only if
the First Lien Administrative Agent is also granted a Lien on such additional or
replacement collateral (and such Lien granted to the Second Lien Administrative
Agent or any Second Lien Secured Party is subordinated to the First Lien
Administrative Agent's Lien thereon on the same basis as the other Second
Priority Liens are subordinated to the First Priority Liens under this
Agreement) or if the First Lien Administrative Agent or any First Lien Secured
Parties are granted an administrative expense claim that is senior to any such
claim granted to the Second Lien Administrative Agent or any Second Lien Secured
Party, as adequate protection for the First Lien Obligations and (ii) the Second
Lien Administrative Agent or any other Second Lien Secured Party may obtain
adequate protection in the form of current cash payments in an amount not to
exceed Post-Petition Interest on the Second Lien Obligations accruing at the
applicable non-default rate on the Second Priority Obligations (the percentage
that such cash payments constitute of the amount of Post-Petition Interest on
the Second Lien Obligations accruing at the non-default rate being the
"APPLICABLE PERCENTAGE") only if the First Lien Administrative Agent or any
other First Lien Secured Party is also granted adequate protection in the form
of current cash payments at least equal to the Applicable Percentage of
Post-Petition Interest accruing at the applicable non-default rate on the First
Priority Obligations. In addition, the Second Lien Administrative Agent or any
Second Lien Secured Party may obtain adequate protection in the form of reports,
notices, inspection rights and similar forms of adequate protection granted to
the First Lien Administrative Agent. The First Lien Administrative Agent, for
itself and on behalf of the other First Lien Secured Parties, agrees that no
First Lien Secured Party shall contest, or support any other Person in
contesting, any request by the Second Lien Administrative Agent or any other
Second Lien Secured Party for
<PAGE>
                                                                              18


adequate protection of the kind described in clause (i) above or in the
immediately preceding sentence.

          (d) Notwithstanding anything to the contrary contained in the
foregoing provisions of this Section 6.01, (i) the Second Lien Secured Parties
may object to any DIP Financing that purports to govern or control or limit the
provisions or content of a plan of reorganization of any Grantor, other than
providing for satisfaction in full in cash of the DIP Financing on or prior to
the effective date of such plan of reorganization and (ii) nothing herein shall
prohibit the Second Lien Secured Parties from proposing any alternative DIP
Financing to any Grantor or the relevant bankruptcy court.

          (e) In the event that the First Lien Secured Parties oppose or object
to certain elements of a DIP Financing or use of cash collateral and such
elements are modified in accordance with such opposition or objection, then the
First Lien Secured Parties shall no longer be deemed to be opposing or objecting
to such DIP Financing or use of cash collateral. In the event that the Second
Lien Secured Parties object to a DIP Financing pursuant to clause (d) and the
elements of such DIP Financing that purport to govern or control or limit the
provisions or content of a plan of reorganization of any Grantor (other than
providing for satisfaction in full in cash as provided in clause (d)) are
removed from such DIP Financing, then the Second Lien Secured Parties shall
thereafter not be able to object to such DIP Financing pursuant to clause (d).

          SECTION 6.02. RELIEF FROM THE AUTOMATIC STAY. The Second Lien
Administrative Agent, for itself and on behalf of the other Second Lien Secured
Parties, agrees that, so long as the Discharge of First Lien Obligations has not
occurred, no Second Lien Secured Party shall, without the prior written consent
of the First Lien Administrative Agent, seek or request relief from or
modification of the automatic stay or any other stay in any Insolvency or
Liquidation Proceeding in respect of any part of the Collateral, any proceeds
thereof or any Second Priority Lien. Notwithstanding anything to the contrary
set forth in this Agreement, no Grantor waives or shall be deemed to have waived
any rights under section 362 of the Bankruptcy Code.

          SECTION 6.03. REORGANIZATION SECURITIES. If, in any Insolvency or
Liquidation Proceeding, debt obligations of any reorganized Grantor secured by
Liens upon any property of such reorganized Grantor are distributed, pursuant to
a plan of reorganization, on account of both the First Lien Obligations and the
Second Lien Obligations, then, to the extent the debt obligations distributed on
account of the First Lien Obligations and on account of the Second Lien
Obligations are secured by Liens upon the same assets or property, the
provisions of this Agreement will survive the distribution of such debt
obligations pursuant to such plan and will apply with like effect to the Liens
securing such debt obligations.

          SECTION 6.04. POST-PETITION INTEREST. (a) The Second Lien
Administrative Agent, for itself and on behalf of the other Second Lien Secured
Parties, agrees that no Second Lien Secured Party shall oppose or seek to
challenge any claim by the First Lien Administrative Agent or any other First
Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of
First Lien Obligations consisting of Post-Petition Interest to the extent of the
value of the First Priority Liens (it being understood and agreed that such
value shall be determined without regard to the existence of the Second Priority
Liens on the Collateral).

          (b) The First Lien Administrative Agent, for itself and on behalf of
the other First Lien Secured Parties, agrees that no First Lien Secured Party
shall oppose or seek to challenge any claim by the Second Lien Administrative
Agent or any other Second Lien Secured
<PAGE>
                                                                              19


Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien
Obligations consisting of Post-Petition Interest to the extent of the value of
the Second Priority Liens (it being understood and agreed that such value shall
be determined taking into account the First Priority Liens on the Collateral).

          SECTION 6.05. SEPARATE CLASSES. Each of the parties hereto irrevocably
acknowledges and agrees that (i) the claims and interests of the First Lien
Secured Parties and the Second Lien Secured Parties are not "substantially
similar" within the meaning of Section 1122 of the Bankruptcy Code, or any
comparable provision of any other Bankruptcy Law, (ii) the grants of the First
Priority Liens and the grants of the Second Priority Liens constitute two
separate and distinct grants of Liens, (iii) the First Lien Secured Parties
rights in the Collateral are fundamentally different from the Second Lien
Secured Parties' rights in the Collateral and (iv) as a result of the foregoing,
among other things, the First Lien Obligations and the Second Lien Obligations
must be separately classified in any plan of reorganization proposed or adopted
in any Insolvency or Liquidation Proceeding.

          SECTION 6.06. ASSET SALES. The Second Lien Administrative Agent
agrees, on behalf of itself and the other Second Lien Secured Parties, that it
will raise no objection or oppose (or support any Person in objecting or
opposing) a motion to sell or otherwise Dispose of any Collateral free and clear
of its Liens or other claims under Bankruptcy Code Section 363 if the requisite
First Lien Secured Parties have consented to such sale or Disposition of such
assets, and such motion does not propose to eliminate the rights of the Second
Lien Secured Parties under Bankruptcy Code Section 363(k).

                                   ARTICLE VII

                                OTHER AGREEMENTS

          SECTION 7.01. MATTERS RELATING TO LOAN DOCUMENTS. (a) The First Lien
Credit Documents may be amended, supplemented or otherwise modified in
accordance with their terms, and new First Lien Credit Documents may be entered
into (any of the foregoing, a "FIRST LIEN CREDIT DOCUMENTS MODIFICATION"), and
the indebtedness under the First Lien Credit Agreement may be Refinanced, in
each case, without the consent of any Second Lien Secured Party; provided that
no such First Lien Credit Documents Modification or Refinancing shall (i) result
in the sum of (A) the aggregate principal amount of loans outstanding under the
First Lien Credit Documents, plus (B) the unused portion of the revolving
commitments under the First Lien Credit Documents, plus (C) the aggregate amount
of any unused term loan commitments that may be established pursuant to such
First Lien Credit Documents Modification or Refinancing, plus (D) the aggregate
face amount of all letters of credit issued or deemed issued and outstanding
under the First Lien Credit Documents (in the case of each of the foregoing
clauses (A), (B), (C) and (D), as determined after giving effect to such First
Lien Credit Documents Modification or Refinancing) exceeding the Maximum First
Lien Obligations Amount, (ii) set the "Applicable Margin" or similar component
of the interest rate under the First Lien Credit Documents in a manner that
would result in the total yield on indebtedness thereunder to exceed by more
than 3.00% per annum the maximum total yield on indebtedness thereunder as in
effect on the Closing Date (excluding (I) increases resulting from the accrual
of interest at the default rate and (II) increases attributable to changes in
the Eurodollar Rate or the Alternate Base Rate) or (iii) extend the scheduled
maturity of the First Lien Credit Agreement or any Refinancing thereof beyond
the scheduled maturity of the Second Lien Credit Agreement or any Refinancing
thereof; and provided, further, that the holders of the indebtedness resulting
<PAGE>
                                                                              20


from such Refinancing, or a duly authorized agent on their behalf, agree in
writing to be bound by the terms of this Agreement.

          (b) Without the prior written consent of the First Lien Required
Lenders, no Second Lien Credit Document may be amended, supplemented or
otherwise modified, and no new Second Lien Credit Document may be entered into
(any of the foregoing, a "SECOND LIEN CREDIT DOCUMENTS MODIFICATION"), to the
extent such Second Lien Credit Documents Modification would (i) contravene the
provisions of this Agreement, (ii) set the "Applicable Margin" or similar
component of the interest rate under the Second Lien Credit Documents in a
manner that would result in the maximum total yield on indebtedness thereunder
to exceed by more than 3.00% per annum the total yield on indebtedness
thereunder as in effect on the Closing Date (excluding (I) increases resulting
from the accrual of interest at the default rate, (II) increases attributable to
changes in the Eurodollar Rate or the Alternate Base Rate, (III) increases
attributable to a Second Lien Credit Documents Modification required by the
Second Lien Arrangers on or prior to May 25, 2005, in connection with the
syndication of the Second Lien Term Loans and (IV) increases paid in kind or
through accretion and not required to be paid in cash until maturity), (iii)
change to earlier dates any scheduled dates for payment of principal or of
interest on indebtedness under the Second Lien Credit Documents, (iv) change the
redemption, defeasance or prepayment provisions set forth in the Second Lien
Credit Documents in a manner adverse to the First Lien Secured Parties or (v)
add to the Second Lien Collateral other than as specifically provided by this
Agreement.

          (c) Each of the Company and the Second Lien Administrative Agent
agrees that the Second Lien Credit Agreement and each Second Lien Security
Document shall contain the applicable provisions set forth on Annex I hereto, or
similar provisions approved by the First Lien Administrative Agent. Each of the
Company and the Second Lien Administrative Agent further agrees that each Second
Lien Mortgage covering any Collateral shall contain such other language as the
First Lien Administrative Agent may reasonably request to reflect the
subordination of such Second Lien Mortgage to the First Lien Security Document
covering such Collateral pursuant to this Agreement.

          SECTION 7.02. EFFECT OF REFINANCING OF INDEBTEDNESS UNDER FIRST LIEN
CREDIT DOCUMENTS. If, substantially contemporaneously with the Discharge of
First Lien Obligations, the Company Refinances indebtedness outstanding under
the First Lien Credit Documents and provided that (a) such Refinancing is
permitted hereby and (b) the Company gives to the Second Lien Administrative
Agent, at least fifteen Business Days prior to such Refinancing, written notice
(the "REFINANCING NOTICE") electing the application of the provisions of this
Section to such Refinancing indebtedness, then (i) such Discharge of First Lien
Obligations shall automatically be deemed not to have occurred for all purposes
of this Agreement, (ii) such Refinancing indebtedness and all other obligations
under the loan documents evidencing such indebtedness (the "NEW FIRST LIEN
OBLIGATIONS") shall automatically be treated as First Lien Obligations for all
purposes of this Agreement, including for purposes of the Lien priorities and
rights in respect of Collateral set forth herein, (iii) the credit agreement and
the other loan documents evidencing such Refinancing indebtedness (the "NEW
FIRST LIEN CREDIT DOCUMENTS") shall automatically be treated as the First Lien
Credit Agreement and the First Lien Credit Documents and, in the case of New
First Lien Credit Documents that are security documents, as the First Lien
Security Documents for all purposes of this Agreement and (iv) the
Administrative Agent under the New First Lien Credit Documents (the "NEW FIRST
LIEN ADMINISTRATIVE AGENT") shall be deemed to be the First Lien Administrative
Agent for all purposes of this Agreement. Upon receipt of a Refinancing Notice,
which notice shall include the identity of the New First Lien Administrative
Agent, the Second Lien Administrative Agent shall promptly enter into such
<PAGE>
                                                                              21


documents and agreements (including amendments or supplements to this Agreement
or any replacement of this Agreement with a substantially identical agreement to
substitute the New First Lien Administrative Agent for the First Lien
Administrative Agent or to substitute references to the New First Lien
Obligations and the New First Lien Credit Documents for references to the First
Lien Obligations and the First Lien Credit Documents) as the Company or such New
First Lien Administrative Agent may reasonably request in order to provide to
the New First Lien Administrative Agent the rights and powers contemplated
hereby, in each case consistent in all material respects with the terms of this
Agreement. The Company shall cause the agreement, document or instrument
pursuant to which the New First Lien Administrative Agent is appointed to
provide that the New First Lien Administrative Agent agrees to be bound by the
terms of this Agreement. In furtherance of Section 2.03, if the New First Lien
Obligations are secured by assets of the Grantors that do not also secure the
Second Lien Obligations, the applicable Grantors shall promptly grant a Second
Priority Lien on such assets to secure the Second Lien Obligations.

          SECTION 7.03. NO WAIVER BY FIRST LIEN SECURED PARTIES. Other than with
respect to the Second Lien Permitted Actions and other actions of the Second
Lien Administrative Agent and the other Second Lien Secured Parties expressly
permitted hereby, nothing contained herein shall prohibit or in any way limit
the First Lien Administrative Agent or any other First Lien Secured Party from
opposing or objecting to, in any Insolvency or Liquidation Proceeding or
otherwise, any action taken by the Second Lien Administrative Agent or any other
Second Lien Secured Party, including any request by the Second Lien
Administrative Agent or any other Second Lien Secured Party for adequate
protection (except for adequate protection requested by the Second Lien
Administrative Agent or any Second Lien Secured Party in accordance with Section
6.01(c), which shall not be objected to by the First Lien Administrative Agent
or First Lien Secured Party) or any exercise by the Second Lien Administrative
Agent or any other Second Lien Secured Party of any of its rights and remedies
under the Second Lien Credit Documents or otherwise.

          SECTION 7.04. REINSTATEMENT. If, in any Insolvency or Liquidation
Proceeding or otherwise, all or part of any payment with respect to the First
Lien Obligations previously made shall be rescinded for any reason whatsoever,
then the First Lien Obligations shall be reinstated to the extent of the amount
so rescinded and, if theretofore terminated, this Agreement shall be reinstated
in full force and effect and such prior termination shall not diminish, release,
discharge, impair or otherwise affect the Lien priorities and the relative
rights and obligations of the First Lien Secured Parties and the Second Lien
Secured Parties provided for herein.

          SECTION 7.05. PURCHASE RIGHT. (a) Subject to the last sentence of this
Section 7.05(a), at any time upon or following (i) an event of default under any
First Lien Credit Document relating to failure to make payments of principal or
interest on First Lien Obligations, (ii) an acceleration of the maturity of the
indebtedness under the First Lien Credit Documents, (iii) the commencement or
occurrence of an Insolvency or Liquidation Proceeding with respect to any
Grantor or (iv) receipt of written notice from the First Lien Administrative
Agent pursuant to Section 3.01(b) of its intention to commence a lien
enforcement action with respect to any Collateral, the Second Lien Secured
Parties shall have the option (the "PURCHASE RIGHT"), by no less than three
Business Days written notice delivered by the Second Lien Administrative Agent
to the First Lien Administrative Agent (a "PURCHASE NOTICE"), to purchase all
(but not less than all) of the First Lien Obligations from the First Lien
Secured Parties. Such notice from the Second Lien Administrative Agent shall be
irrevocable. The Company agrees to provide prompt written notice to the Second
Lien Administrative Agent of any event of default under any First Lien Credit
Document. The Purchase Right of the Second Lien Secured Parties in respect of
the
<PAGE>
                                                                              22


occurrence of any of the events described in the foregoing clauses (i), (ii),
(iii) and (iv) of this Section 7.05(a) (each, a "TRIGGERING EVENT") shall expire
and shall no longer be exercisable in respect of such occurrence if such
Purchase Right is not exercised within 90 days following the date the Second
Lien Secured Parties are notified of such occurrence (such 90 day period, the
"PURCHASE PERIOD"); provided that no Triggering Events that occur during any
Purchase Period will result in the commencement of any additional Purchase
Periods.

          (b) On the date (the "PURCHASE DATE") specified by the Second Lien
Administrative Agent in such notice (which shall be a Business Day not less than
three Business Days, nor more than fifteen Business Days, after the receipt by
the First Lien Secured Parties of the notice referred to in Section 7.05(a)),
the First Lien Secured Parties shall, subject to any required approval of any
court or other Governmental Authority then in effect, if any, sell to the Second
Lien Secured Parties electing to purchase pursuant to Section 7.05(a) (the
"PURCHASING PARTIES"), and the Purchasing Parties shall purchase from the First
Lien Secured Parties, all of the First Lien Obligations; provided that the First
Lien Obligations purchased shall not include any rights of First Lien Secured
Parties with respect to indemnification obligations of the Grantors under the
First Lien Credit Documents that are expressly stated to survive the termination
of the First Lien Credit Documents (the "SURVIVING INDEMNITIES"). The Purchasing
Parties shall be irrevocably and unconditionally obligated to effect such
purchase on the terms herein not later than the Purchase Date. Upon delivery of
a Purchase Notice by the Second Lien Administrative Agent to the First Lien
Administrative Agent, the First Lien Secured Parties shall, if reasonably
requested by the Purchasing Parties, cease the exercise of rights and
enforcement of remedies with respect to the Collateral.

          (c) Without limiting the indemnification obligations of the Grantors
under the First Lien Credit Documents to the First Lien Secured Parties with
respect to Surviving Indemnities (which shall not be transferred in connection
with any purchase and sale under 7.05(b)), the Purchasing Parties shall (i) on
the Purchase Date, pay to the First Lien Secured Parties as the purchase price
therefor the full amount of all the First Lien Obligations then outstanding and
unpaid (including principal, interest, fees and expenses, including reasonable
attorneys' fees and legal expenses, and, in the case of any Interest Rate
Agreement or Foreign Currency Agreement, if terminated, the amount that would be
payable by the Company, Parent or any Subsidiary thereunder if it were to
terminate such Interest Rate Agreement or Foreign Currency Agreement on the date
of such purchase and sale or, if not terminated, an amount reasonably determined
by any First Lien Lender or Affiliate thereof party to such Interest Rate
Agreement or Foreign Currency Agreement to be necessary to collateralize its
credit risk arising out of such Interest Rate Agreement or Foreign Currency
Agreement), (ii) on the Purchase Date, furnish cash collateral (subject to
return if the Letters of Credit expire or are cancelled) to the First Lien
Secured Parties in such amounts as the First Lien Secured Parties determine is
reasonably necessary to secure the First Lien Secured Parties in connection with
any issued and outstanding Letters of Credit (but not in any event in an amount
greater than 105% of the aggregate undrawn face amount of such Letters of
Credit), and (iii) upon and after the Purchase Date, reimburse the First Lien
Secured Parties for any loss, cost, damage or expense (including reasonable
attorneys' fees and legal expenses) in connection with any fees, costs or
expenses related to any checks or other payments provisionally credited to the
First Lien Obligations and/or as to which the First Lien Secured Parties have
not yet received final payment.

          (d) Such purchase price and cash collateral shall be remitted by wire
transfer in Dollars and in immediately available funds to the First Lien
Administrative Agent to such bank account of the First Lien Administrative Agent
as the First Lien Administrative Agent may designate in writing to Purchasing
Parties for such purpose. The First Lien Administrative Agent
<PAGE>
                                                                              23


shall, promptly following its receipt thereof, distribute the amounts received
by it in respect of such purchase price to the First Lien Secured Parties, pro
rata according to the First Lien Obligations owing to the First Lien Secured
Parties. Interest shall be calculated to but excluding the day on which such
purchase and sale shall occur if the amounts so paid by the Purchasing Parties
to the bank account designated by the First Lien Administrative Agent are
received in such bank account prior to 12:00 Noon, New York City time, and
interest shall be calculated to and including such day if the amounts so paid by
the Purchasing Parties to the bank account designated by the First Lien
Administrative Agent are received in such bank account later than 12:00 Noon,
New York City time.

          (e) Such purchase shall be expressly made without representation or
warranty of any kind by the First Lien Secured Parties as to the First Lien
Obligations, Collateral or otherwise and without recourse to the First Lien
Secured Parties, except that the First Lien Secured Parties shall represent and
warrant: (i) the amount of the First Lien Obligations being purchased, (ii) that
the First Lien Secured Parties own the First Lien Obligations free and clear of
any Liens or encumbrances and (iii) the First Lien Secured Parties have the
right to assign the First Lien Obligations and the assignment is duly
authorized.

          SECTION 7.06. DELIVERY OF INFORMATION. The Company shall deliver to
each of the First Lien Administrative Agent and the Second Lien Administrative
Agent promptly upon the effectiveness thereof, copies of any waiver, amendment,
restatement, amendment and restatement, supplement or other modification,
refinancing or replacement of any of (a) the First Lien Credit Documents or the
documentation related to any Refinancings thereof or (b) the Second Lien Credit
Documents or the documentation related to any Refinancings thereof.

                                  ARTICLE VIII

                         REPRESENTATIONS AND WARRANTIES

          SECTION 8.01. REPRESENTATIONS AND WARRANTIES OF EACH PARTY. Each party
hereto represents and warrants to the other parties hereto as follows:

          (a) Such party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and has all
requisite power and authority to execute and deliver this Agreement and perform
its obligations hereunder.

          (b) This Agreement has been duly executed and delivered by such party
and constitutes a legal, valid and binding obligation of such party, enforceable
in accordance with its terms.

          (c) The execution, delivery and performance by such party of this
Agreement (i) do not require any consent or approval of, registration or filing
with or any other action by any governmental authority and (ii) will not violate
any provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents or by-laws of such
party or any order of any governmental authority or any provision of any
indenture, agreement or other instrument binding upon such party.

          SECTION 8.02. REPRESENTATIONS AND WARRANTIES OF EACH ADMINISTRATIVE
AGENT. Each Administrative Agent represents and warrants to the other parties
hereto that it has been authorized by the Lenders under and as defined in the
First Lien Credit Agreement or the Second Lien Credit Agreement, as applicable,
to enter into this Agreement.
<PAGE>
                                                                              24


                                   ARTICLE IX

                 NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE

          SECTION 9.01. NO RELIANCE; INFORMATION. Each Administrative Agent, for
itself and on behalf of the respective other Secured Parties, acknowledges that
(a) the respective Secured Parties have, independently and without reliance
upon, in the case of the First Lien Secured Parties, any Second Lien Secured
Party and, in the case of the Second Lien Secured Parties, any First Lien
Secured Party, and based on such documents and information as they have deemed
appropriate, made their own credit analysis and decision to enter into the Loan
Documents to which they are party and (b) the respective Secured Parties will,
independently and without reliance upon, in the case of the First Lien Secured
Parties, any Second Lien Secured Party and, in the case of the Second Lien
Secured Parties, any First Lien Secured Party, and based on such documents and
information as they shall from time to time deem appropriate, continue to make
their own credit decision in taking or not taking any action under this
Agreement or any other Loan Document to which they are party. The First Lien
Secured Parties and the Second Lien Secured Parties shall have no duty to
disclose to any Second Lien Secured Party or to any First Lien Secured Party,
respectively, any information relating to the Company or any of the
Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of
any of the Obligations, that is known or becomes known to any of them or any of
their Affiliates. In the event any First Lien Secured Party or any Second Lien
Secured Party, in its sole discretion, undertakes at any time or from time to
time to provide any such information to, respectively, any Second Lien Secured
Party or any First Lien Secured Party, it shall be under no obligation (i) to
make, and shall not make or be deemed to have made, any express or implied
representation or warranty, including with respect to the accuracy,
completeness, truthfulness or validity of the information so provided, (ii) to
provide any additional information or to provide any such information on any
subsequent occasion or (iii) to undertake any investigation.

          SECTION 9.02. NO WARRANTIES OR LIABILITY. (a) The First Lien
Administrative Agent, for itself and on behalf of the other First Lien Secured
Parties, acknowledges and agrees that, except for the representations and
warranties set forth in Article VIII, neither the Second Lien Administrative
Agent nor any other Second Lien Secured Party has made any express or implied
representation or warranty, including with respect to the execution, validity,
legality, completeness, collectibility or enforceability of any of the Second
Lien Credit Documents, the ownership of any Collateral or the perfection or
priority of any Liens thereon. The Second Lien Administrative Agent, for itself
and on behalf of the other Second Lien Secured Parties, acknowledges and agrees
that, except for the representations and warranties set forth in Article VIII,
neither the First Lien Administrative Agent nor any other First Lien Secured
Party has made any express or implied representation or warranty, including with
respect to the execution, validity, legality, completeness, collectibility or
enforceability of any of the First Lien Credit Documents, the ownership of any
Collateral or the perfection or priority of any Liens thereon.

          (b) The Second Lien Administrative Agent and the other Second Lien
Secured Parties shall have no express or implied duty to the First Lien
Administrative Agent or any other First Lien Secured Party, and the First Lien
Administrative Agent and the other First Lien Secured Parties shall have no
express or implied duty to the Second Lien Administrative Agent or any other
Second Lien Secured Party, to act or refrain from acting in a manner which
allows, or results in, the occurrence or continuance of a default or an event of
default under any First Lien Credit Document and any Second Lien Credit
Document, regardless of any knowledge thereof which they may have or be charged
with.
<PAGE>
                                                                              25


          SECTION 9.03. OBLIGATIONS ABSOLUTE. The Lien priorities provided for
herein and the respective rights, interests, agreements and obligations
hereunder of the First Lien Administrative Agent and the other First Lien
Secured Parties and the Second Lien Administrative Agent and the other Second
Lien Secured Parties shall remain in full force and effect irrespective of:

          (a) any lack of validity or enforceability of any Loan Document (other
than this Agreement);

          (b) any change in the time, place or manner of payment of, or, subject
to the limitations set forth in Section 7.01(a), in any other term of, all or
any portion of the First Lien Obligations;

          (c) any amendment, waiver or other modification, whether by course of
conduct or otherwise, of any Loan Document;

          (d) securing of any First Lien Obligations or Second Lien Obligations
with any additional collateral or Guarantees, or any exchange, release, voiding,
avoidance or non-perfection of any security interest in any Collateral or any
other collateral or any release of any Guarantee securing any First Lien
Obligations or Second Lien Obligations; or

          (e) any other circumstances that otherwise might constitute a defense
available to, or a discharge of, the Company or any other Grantor in respect of
the First Lien Obligations or the Second Lien Obligations or this Agreement, or
any of the First Lien Secured Parties or the Second Lien Secured Parties in
respect of this Agreement.

                                   ARTICLE X

                                  MISCELLANEOUS

          SECTION 10.01. NOTICES. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by fax, as follows:

          (a) if to the Company or any other Grantor, to it at 93 Werner Road,
Greenville, PA 16125, Attention of Eric J. Werner, Esq. (Fax No. (742)
588-0718), with a copy delivered to Gibson, Dunn & Crutcher LLP, 200 Park
Avenue, New York, NY 10166, Attention of Janet Vance, Esq. (Fax No. (212)
351-5288);

          (b) if to the First Lien Administrative Agent, to it at 111 Fannin,
10th Floor/MC46, Houston, TX 77002, Attention of Tokunboh Taiwo (Fax No. (713)
750-2452), with a copy to JPMorgan Chase Bank, 270 Park Avenue, 4th Floor, New
York, NY 10017, Attention of David Oliver (Fax No. (212) 270-0453);

          (c) if to the Second Lien Administrative Agent, to it at 11 Madison
Avenue, New York, NY 10010, Attention of Agency Group (Fax No. (212) 325-8304).

          All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier service
or sent by fax or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed
<PAGE>
                                                                              26


(properly addressed) to such party as provided in this Section or in accordance
with the latest unrevoked direction from such party given in accordance with
this Section. As agreed to among the Company and any Administrative Agent from
time to time, notices and other communications may also be delivered by e-mail
to the e-mail address of a representative of the applicable Person provided from
time to time by such Person.

          SECTION 10.02. CONFLICTS. In the event of any conflict or
inconsistency between the provisions of this Agreement and the provisions of the
other Loan Documents, the provisions of this Agreement shall control.

          SECTION 10.03. EFFECTIVENESS; SURVIVAL. This Agreement shall become
effective when executed and delivered by the parties hereto. All covenants,
agreements, representations and warranties made by any party in this Agreement
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement. The terms of this
Agreement shall survive, and shall continue in full force and effect, in any
Insolvency or Liquidation Proceeding. The Second Lien Administrative Agent, for
itself and on behalf of the other Second Lien Secured Parties, hereby waives any
and all rights the Second Lien Secured Parties may now or hereafter have under
applicable law to revoke this Agreement or any of the provisions of this
Agreement.

          SECTION 10.04. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

          SECTION 10.05. AMENDMENTS; WAIVERS. (a) No failure or delay on the
part of any party hereto in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the parties
hereto are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to
any departure by any party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given.

          (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the First Lien Administrative Agent and the Second Lien
Administrative Agent.

          SECTION 10.06. SUBROGATION. The Second Lien Administrative Agent, for
itself and on behalf of the other Second Lien Secured Parties, hereby waives any
rights of subrogation it or they may acquire as a result of any payment
hereunder until the Discharge of First Lien Obligations has occurred; provided
that as between the Company and the other Grantors, on the one hand, and the
Second Lien Secured Parties, on the other hand, any such payment that is paid
over to the First Lien Administrative Agent pursuant to this Agreement shall be
deemed not to reduce any of the Second Lien Obligations.
<PAGE>
                                                                              27


          SECTION 10.07. APPLICABLE LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.

          (b) Each party hereto hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any New York
State court or Federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each party hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
hereto may otherwise have to bring any action or proceeding relating to this
Agreement in the courts of any jurisdiction.

          (c) Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any New York State or
Federal court. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

          SECTION 10.08. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 10.09. PARTIES IN INTEREST. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, replacements and assigns, as well as the other First Lien
Secured Parties and Second Lien Secured Parties, all of whom are intended to be
bound by, and to be third party beneficiaries of, this Agreement. No other
Person shall have or be entitled to assert rights or benefits hereunder. The
First Lien Administrative Agent has entered into this Agreement on behalf of
itself and the other First Lien Secured Parties and this Agreement is binding on
the First Lien Administrative Agent and the other First Lien Secured Parties.
However, the First Lien Administrative Agent does not control all of the First
Lien Secured Parties and shall not be liable for actions taken by the First Lien
Secured Parties other than the First Lien Administrative Agent in violation of
the terms hereof without the consent of the First Lien Administrative Agent.
<PAGE>
                                                                              28


          The Second Lien Administrative Agent has entered into this Agreement
on behalf of itself and the other Second Lien Secured Parties and this Agreement
is binding on the Second Lien Administrative Agent and the other Second Lien
Secured Parties. However, the Second Lien Administrative Agent does not control
all of the Second Lien Secured Parties and shall not be liable for actions taken
by the Second Lien Secured Parties other than the Second Lien Administrative
Agent in violation of the terms hereof without the consent of the Second Lien
Administrative Agent.

          SECTION 10.10. SPECIFIC PERFORMANCE. Each Administrative Agent may
demand specific performance of this Agreement and, on behalf of itself and the
respective other Secured Parties, hereby irrevocably waives any defense based on
the adequacy of a remedy at law and any other defense that might be asserted to
bar the remedy of specific performance in any action which may be brought by the
respective Secured Parties.

          SECTION 10.11. HEADINGS. Article and Section headings used herein and
the Table of Contents hereto are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

          SECTION 10.12. COUNTERPARTS. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as provided in Section
10.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

          SECTION 10.13. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
provisions of this Agreement are and are intended solely for the purpose of
defining the relative rights of the First Lien Secured Parties, on the one hand,
and the Second Lien Secured Parties, on the other hand. None of the Company, any
other Grantor, any Guarantor or any other creditor thereof shall have any rights
hereunder and none of the Company, any other Grantor or any Guarantor may rely
on the terms hereof. Nothing in this Agreement is intended to or shall impair
the obligations of the Company or any other Grantor or any Guarantor, which are
absolute and unconditional, to pay the First Lien Obligations and the Second
Lien Obligations as and when the same shall become due and payable in accordance
with their terms.

                  [Remainder of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                        WERNER HOLDING CO. (DE), INC.


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WERNER HOLDING CO. (PA), INC.


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WERNER CO.


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WIP TECHNOLOGIES, INC.


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                                                               2


                                        JPMORGAN CHASE BANK, N.A.,
                                        as First Lien Administrative Agent


                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                                                               3


                                        CREDIT SUISSE FIRST BOSTON,
                                        acting through its Cayman Islands
                                        branch, as Second Lien Administrative
                                        Agent


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        by
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                                                         ANNEX I

Provision for the Second Lien Credit Agreement

"REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF MAY 10, 2005 (AS
AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"INTERCREDITOR AGREEMENT"), AMONG THE COMPANY, WERNER HOLDING CO. (PA), INC.,
THE SUBSIDIARIES OF THE COMPANY PARTY THERETO, JPMORGAN CHASE BANK, AS FIRST
LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN), AND CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS SECOND LIEN ADMINISTRATIVE AGENT
(AS DEFINED THEREIN). EACH LENDER HEREUNDER (A) ACKNOWLEDGES THAT IT HAS
RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE
SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES
THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF
THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE
AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS ADMINISTRATIVE AGENT AND ON
BEHALF OF SUCH LENDER."

Provision for the Second Lien Security Documents

"REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF MAY 10, 2005 (AS
AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"INTERCREDITOR AGREEMENT"), AMONG THE COMPANY, WERNER HOLDING CO. (PA), INC.,
THE SUBSIDIARIES OF THE COMPANY PARTY THERETO, JPMORGAN CHASE BANK, AS FIRST
LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN), AND CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS SECOND LIEN ADMINISTRATIVE AGENT
(AS DEFINED THEREIN). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN
AND SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR
REMEDY BY THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY
CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT
AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
CONTROL."