EXHIBIT 10.5













                       GUARANTEE AND COLLATERAL AGREEMENT

                            dated and effective as of

                                 April 6, 2004,

                                      among

                         CELANESE AMERICAS CORPORATION,

                              THE OTHER GUARANTORS

                                       and

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                               as Collateral Agent







                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----

ARTICLE I.  Definitions...........................................................................................1

SECTION 1.01.  Credit Agreement...................................................................................1
SECTION 1.02.  Other Defined Terms................................................................................1

ARTICLE II.  Guarantee............................................................................................5

SECTION 2.01.  Guarantee .........................................................................................5
SECTION 2.02.  Guarantee of Payment...............................................................................5
SECTION 2.03.  No Limitations, etc................................................................................5
SECTION 2.04.  Reinstatement......................................................................................8
SECTION 2.05.  Agreement to Pay; Subrogation......................................................................8
SECTION 2.06.  Information........................................................................................8
SECTION 2.07.  Maximum Liability..................................................................................8

ARTICLE III.  Pledge of Securities................................................................................8

SECTION 3.01.  Pledge ............................................................................................8
SECTION 3.02.  Delivery of the Pledged Collateral.................................................................9
SECTION 3.03.  Representations, Warranties and Covenants.........................................................10
SECTION 3.04.  [Reserved]........................................................................................12
SECTION 3.05.  Registration in Nominee Name; Denominations.......................................................12
SECTION 3.06.  Voting Rights; Dividends and Interest, etc........................................................12

ARTICLE IV.  Security Interests in Personal Property.............................................................13

SECTION 4.01.  Security Interest.................................................................................13
SECTION 4.02.  Representations and Warranties....................................................................15
SECTION 4.03.  Covenants ........................................................................................17
SECTION 4.04.  Other Actions.....................................................................................19
SECTION 4.05.  Covenants Regarding Patent, Trademark and Copyright Collateral....................................20

ARTICLE V.  Remedies.............................................................................................22

SECTION 5.01.  Remedies Upon Default.............................................................................22
SECTION 5.02.  Application of Proceeds...........................................................................23
SECTION 5.03.  Grant of License to Use Intellectual Property.....................................................24
SECTION 5.04.  Securities Act, etc...............................................................................24
SECTION 5.05.  Registration, etc.................................................................................25




ARTICLE VI.  Indemnity, Subrogation and Subordination............................................................25

SECTION 6.01.  Indemnity and Subrogation.........................................................................25
SECTION 6.02.  Contribution and Subrogation......................................................................26
SECTION 6.03.  Subordination.....................................................................................26

ARTICLE VII.  Miscellaneous......................................................................................26

SECTION 7.01.  Notices ..........................................................................................26
SECTION 7.02.  Security Interest Absolute........................................................................26
SECTION 7.03.  [Reserved]........................................................................................27
SECTION 7.04.  Binding Effect; Several Agreement.................................................................27
SECTION 7.05.  Successors and Assigns............................................................................27
SECTION 7.06.  Collateral Agent's Fees and Expenses; Indemnification.............................................27
SECTION 7.07.  Collateral Agent Appointed Attorney-in-Fact.......................................................28
SECTION 7.08.  GOVERNING LAW.....................................................................................29
SECTION 7.09.  Waivers; Amendment................................................................................29
SECTION 7.10.  WAIVER OF JURY TRIAL..............................................................................29
SECTION 7.11.  Severability......................................................................................30
SECTION 7.12.  Counterparts......................................................................................30
SECTION 7.13.  Headings .........................................................................................30
SECTION 7.14.  Jurisdiction; Consent to Service of Process.......................................................30
SECTION 7.15.  Termination or Release............................................................................31
SECTION 7.16.  Additional Parties................................................................................31
SECTION 7.17.  Right of Set-off..................................................................................31



Schedules

Schedule I                 Subsidiary Parties
Schedule II                Capital Stock; Debt Securities
Schedule III               Intellectual Property

Exhibits

Exhibit I                  Form of Supplement
Exhibit II                 Form of Perfection Certificate


                                      -ii-


                  GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of
April 6, 2004 (this "Agreement"), among CELANESE AMERICAS CORPORATION ("CAC"),
each SUBSIDIARY PARTY a party hereto, BCP CRYSTAL US HOLDINGS CORP. (the "Term
Borrower") once it has become party hereto and DEUTSCHE BANK AG, NEW YORK
BRANCH, as Collateral Agent (in such capacity, the "Collateral Agent") for the
Secured Parties (as defined below).

                  Reference is made to the Credit Agreement dated as of April 6,
2004 (as amended, supplemented, waived or otherwise modified from time to time,
the "Credit Agreement"), among BCP Crystal Holdings Ltd. 2, BCP Caylux Holdings
Luxembourg S.C.A. ("Parent"), CAC, certain other subsidiaries from time to time
party thereto as borrowers under the Revolving Facility provided for therein
(the "Subsidiary Revolving Borrowers"), the Lenders party thereto from time to
time (the "Lenders"), Morgan Stanley Senior Funding, Inc., as global
coordinator, Deutsche Bank AG, New York Branch, as administrative agent and as
collateral agent for the Lenders, and Deutsche Bank Securities Inc. and Morgan
Stanley Senior Funding, Inc., as joint lead arrangers.

                  The obligations of the Lenders to extend and to maintain
credit pursuant to the Credit Agreement are conditioned upon, among other
things, the execution and delivery of this Agreement. The Term Borrower, CAC and
the Subsidiary Parties will derive substantial benefits from such extensions of
credit and are willing to execute and deliver this Agreement in order to induce
the Lenders to extend such credit. Accordingly, the parties hereto agree as
follows:

                                   ARTICLE I.

                                   Definitions
                                   -----------

                  SECTION 1.01. Credit Agreement. (a) Capitalized terms used in
this Agreement and not otherwise defined herein have the respective meanings
assigned thereto in the Credit Agreement. All terms defined in the New York UCC
(as defined herein) and not defined in this Agreement have the meanings
specified therein.

                  (b) The rules of construction specified in Section 1.02 of the
Credit Agreement also apply to this Agreement.

                  SECTION 1.02. Other Defined Terms. As used in this Agreement,
the following terms have the meanings specified below:

                  "Account Debtor" means any person who is or who may become
obligated to any Guarantor under, with respect to or on account of an Account.

                  "Article 9 Collateral" has the meaning assigned such term in
Section 4.01.

                  "Claiming Guarantor" has the meaning assigned such term in
Section 6.02.

                  "Collateral" means Article 9 Collateral and Pledged
Collateral.

                  "Contributing Guarantor" has the meaning assigned such term in
Section 6.02.




                  "Control Agreement" means a securities account control
agreement or commodity account control agreement, as applicable, in form and
substance reasonably satisfactory to the Collateral Agent.

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

                  "Copyrights" means all of the following now owned or hereafter
acquired by any Guarantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise; and (b) all registrations and applications
for registration of any such Copyright in the United States or any other
country, including registrations, supplemental registrations and pending
applications for registration in the United States Copyright Office, including
those listed on Schedule III.

                  "Credit Agreement" has the meaning assigned to such term in
the preliminary statement of this Agreement.

                  "Equity Interests" has the meaning provided in the Credit
Agreement but excluding any interest otherwise included in such definition that
is not a "security" or "financial asset" under Article VIII of the New York UCC.

                  "Federal Securities Laws" has the meaning assigned to such
term in Section 5.04.

                  "General Intangibles" means all "General Intangibles" as
defined in the New York UCC, including all choses in action and causes of action
and all other intangible personal property of any Guarantor of every kind and
nature (other than Accounts) now owned or hereafter acquired by any Guarantor,
including corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or lessee,
Swap Agreements and other agreements), Intellectual Property, goodwill,
registrations, franchises, tax refund claims and any letter of credit,
guarantee, claim, security interest or other security held by or granted to any
Guarantor to secure payment by an Account Debtor of any of the Accounts.

                  "Guaranteed Obligations" means, as to each Guarantor, all of
the Obligations not owed directly by it.

                  "Guaranteed Party" means, with respect to all Guaranteed
Obligations, the Collateral Agent, the Administrative Agent and/or the Lenders
to which such Guaranteed Obligations are owed.

                  "Guarantor" means, so long as such Person is a party hereto,
each of the Term Borrower, CAC and each Subsidiary Party.

                  "Intellectual Property" means all intellectual and similar
property of every kind and nature now owned or hereafter acquired by any
Guarantor, including inventions, designs,


                                      -2-



Patents, Copyrights, Trademarks, Patent Licenses, Copyright Licenses, Trademark
Licenses, trade secrets, domain names, confidential or proprietary technical and
business information, know-how or show-how and all related documentation.

                  "Investment Property" has the meaning assigned such term in
the New York UCC provided that the capital stock of CAMI shall not be included
in "Investments" until such time (if any) as such stock is included in the term
Pledged Stock.

                  "Lenders" has the meaning assigned to such term in the
preliminary statement of this Agreement.

                  "Loan Document Obligations" means (a) the due and punctual
payment by each Borrower of (i) the unpaid principal of and interest on the
Loans made to such Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment (if any) required to be made by each Borrower under the Credit Agreement
in respect of any Letter of Credit issued for its account, when and as due,
including payments in respect of reimbursement of disbursements and interest
thereon and (iii) all other monetary obligations of each Borrower under the
Credit Agreement and each of the other Loan Documents, including obligations to
pay fees, expense and reimbursement obligations and indemnification obligations,
whether primary, secondary, direct, contingent, fixed or otherwise, including in
the case of clauses (i), (ii) and (iii), interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding and (b) the due
and punctual performance of all other obligations of each Borrower under or
pursuant to the Credit Agreement and each of the other Loan Documents (other
than this Agreement), including to provide cash collateral.

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

                  "Noticed Event of Default" means any Event of Default as to
which the Administrative Agent has given the Term Borrower written notice that
(i) such Event of Default constitutes a Noticed Event of Default and (ii) to the
extent such notice may be given without violation of applicable law, the
Collateral Agent intends, as a result of such Event of Default (alone or among
others), to exercise its rights hereunder, provided that an Event of Default
under Section 7.01(h) or (i) of the Credit Agreement shall in any event
constitute a Noticed Event of Default.

                  "Obligations" means (a) the Loan Document Obligations, (b) the
due and punctual payment and performance of all the obligations of each
Guarantor under and pursuant to this Agreement, (c) the due and punctual payment
and performance of all obligations of each Guarantor under each Swap Agreement
that (i) is in effect on the Closing Date with a counterparty that is a Lender
or an Affiliate of a Lender as of the Closing Date or (ii) is entered into after
the Closing Date with any counterparty that is a Lender or an Affiliate of a
Lender at the time such Swap Agreement is entered into, and (d) the due and
punctual payment and performance of all obligations of each Guarantor in respect
of overdrafts and related liabilities owed to a Lender or any of its Affiliates
and arising from cash management services (including treasury, deposi-


                                      -3-


tory, overdraft, credit or debit card, electronic funds transfer and other cash
management arrangements).

                  "Patent License" means any written agreement, now or hereafter
in effect, granting to any third party any right to make, use or sell any
invention covered by a Patent, now or hereafter owned by any Guarantor or that
any Guarantor otherwise has the right to license or granting to any Guarantor
any right to make, use or sell any invention covered by a Patent, now or
hereafter owned by any third party.

                  "Patents" means all of the following now owned or hereafter
acquired by any Guarantor: (a) all letters patent of the United States or the
equivalent thereof in any other country, and all applications for letters patent
of the United States or the equivalent thereof in any other country, including
those listed on Schedule III, and (b) all reissues, continuations, divisions,
continuations-in-part or extensions thereof, and the inventions disclosed or
claimed therein, including the right to make, use and/or sell the inventions
disclosed or claimed therein.

                  "Perfection Certificate" means a certificate substantially in
the form of Exhibit II, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by a Responsible Officer of
CAC and each CAC Guarantor Subsidiary (determined as of the Closing Date).

                  "Pledged Collateral" has the meaning assigned to such term in
Section 3.01.

                  "Pledged Debt Securities" has the meaning assigned to such
term in Section 3.01.

                  "Pledged Securities" means any promissory notes, stock
certificates or other certificated securities now or hereafter included in the
Pledged Collateral, including all certificates, instruments or other documents
representing or evidencing any Pledged Collateral.

                  "Pledged Stock" has the meaning assigned to such term in
Section 3.01.

                  "Secured Parties" means with respect to all Obligations, as
appropriate, (i) the Lenders, (ii) the Administrative Agent and the Collateral
Agent, (iii) each Issuing Bank, (iv) each counterparty to any Swap Agreement
entered into with a Guarantor the obligations under which constitute
Obligations, (v) each Lender or Affiliate owed obligations which constitute
Obligations under clause (d) of the definition thereof, (vi) the beneficiaries
of each indemnification obligation undertaken by any Guarantor under any Loan
Document and (vii) the successors and permitted assigns of each of the
foregoing.

                  "Security Interest" has the meaning assigned to such term in
Section 4.01.

                  "Specified Borrower" has the meaning assigned to such term in
Section 6.01.

                  "Subsidiary Party" means, so long as a party hereto, each CAC
Guarantor Subsidiary in existence on the Closing Date and each other subsidiary
required to become party hereto pursuant to Section 7.16.


                                      -4-


                  "Subsidiary Revolving Borrowers" has the meaning assigned such
term in the preliminary statement of this Agreement.

                  "Supplement" shall mean an instrument in the form of Exhibit I
hereto.

                  "Trademark License" means any written agreement, now or
hereafter in effect, granting to any third party any right to use any Trademark
now or hereafter owned by any Guarantor or that any Guarantor otherwise has the
right to license, or granting to any Guarantor any right to use any Trademark
now or hereafter owned by any third party.

                  "Trademarks" means all of the following now owned or hereafter
acquired by any Guarantor: (a) all trademarks, service marks, corporate names,
company names, business names, fictitious business names, trade dress, logos,
other source or business identifiers, designs and general intangibles of like
nature, now existing or hereafter adopted or acquired, all registrations thereof
(if any), and all registration applications filed in connection therewith,
including registrations and applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any
other country or any political subdivision thereof, and all renewals thereof,
including those listed on Schedule III and (b) all goodwill associated therewith
or symbolized thereby.

                                   ARTICLE II.

                                    Guarantee
                                    ---------

                  SECTION 2.01. Guarantee. Each Guarantor unconditionally
guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, the due and punctual payment and performance
of its Guaranteed Obligations. Each Guarantor further agrees that its Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any of its Guaranteed Obligations.
Each Guarantor waives presentment to, demand of payment from and protest to any
Person of any of its Guaranteed Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment.

                  SECTION 2.02. Guarantee of Payment. Each Guarantor further
agrees that its guarantee hereunder constitutes a guarantee of payment when due
and not of collection, and waives any right to require that any resort be had by
the Collateral Agent or any other Secured Party to any security held for the
payment of its Guaranteed Obligations or to any balance of any Deposit Account
or credit on the books of the Collateral Agent or any other Secured Party in
favor of any Person.

                  SECTION 2.03. No Limitations, etc. (a) Except for termination
of a Guarantor's obligations hereunder as expressly provided for in Section
7.15, the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of its
Guaranteed


                                      -5-



Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by:

                  (i) the failure of the Administrative Agent, the Collateral
         Agent or any other Person to assert any claim or demand or to exercise
         or enforce any right or remedy under the provisions of any Loan
         Document or otherwise;

                  (ii) any rescission, waiver, amendment or modification of, or
         any release from any of the terms or provisions of, any Loan Document
         or any other agreement, including with respect to any other Guarantor
         under this Agreement;

                  (iii) any default, failure or delay, willful or otherwise, in
         the performance of the Obligations;

                  (iv) any other act or omission that may or might in any manner
         or to any extent vary the risk of any Guarantor or otherwise operate as
         a discharge of any Guarantor as a matter of law or equity (other than
         the indefeasible payment in full in cash of all the Obligations),

                  (v) any illegality, lack of validity or enforceability of any
         Obligation,

                  (vi) any change in the corporate existence, structure or
         ownership of any Loan Party, or any insolvency, bankruptcy,
         reorganization or other similar proceeding affecting any Loan Party or
         its assets or any resulting release or discharge of any Obligation,

                  (vii) the existence of any claim, set-off or other rights that
         the Guarantor may have at any time against any Loan Party, the
         Collateral Agent, or any other corporation or Person, whether in
         connection herewith or any unrelated transactions, provided that
         nothing herein will prevent the assertion of any such claim by separate
         suit or compulsory counterclaim,

                  (viii) any law, regulation, decree or order of any
         jurisdiction, or any other event, affecting any term of any of its
         Guaranteed Obligations or the Collateral Agent's rights with respect
         thereto, including, without limitation:

                           (A) the application of any such law, regulation,
                  decree or order, including any prior approval, which would
                  prevent the exchange of a foreign currency for Dollars or such
                  other currency in which its Guaranteed Obligations are due, or
                  the remittance of funds outside of such jurisdiction or the
                  unavailability of Dollars or any such other currency in any
                  legal exchange market in such jurisdiction in accordance with
                  normal commercial practice; or

                           (B) a declaration of banking moratorium or any
                  suspension of payments by banks in such jurisdiction or the
                  imposition by such jurisdiction or any governmental authority
                  thereof of any moratorium on, the required rescheduling or
                  restructuring of, or required approval of payments on, any
                  indebtedness in such jurisdiction; or


                                      -6-



                           (C) any expropriation, confiscation, nationalization
                  or requisition by such country or any governmental authority
                  that directly or indirectly deprives any Borrower of any
                  assets or their use, or of the ability to operate its business
                  or a material part thereof; or

                           (D) any war (whether or not declared), insurrection,
                  revolution, hostile act, civil strife or similar events
                  occurring in such jurisdiction which has the same effect as
                  the events described in clause (A), (B) or (C) above (in each
                  of the cases contemplated in clauses (A) through (D) above, to
                  the extent occurring or existing on or at any time after the
                  date of this Agreement), and

                  (x) any other circumstance (including without limitation, any
         statute of limitations) or any existence of or reliance on any
         representation by the Collateral Agent that might otherwise constitute
         a defense to, or a legal or equitable discharge of, any Loan Party or
         the Guarantor or any other guarantor or surety.

Each Guarantor expressly authorizes the respective Guaranteed Parties to take
and hold security for the payment and performance of its Guaranteed Obligations,
to exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in their sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of its
Guaranteed Obligations, all without affecting the obligations of such Guarantor
hereunder.

Without limiting the generality of the foregoing, with respect to any of its
Guaranteed Obligations that, in accordance with the express terms of any
agreement pursuant to which such Guaranteed Obligations were created, were
denominated in Dollars or any currency other than the currency of the
jurisdiction where a Borrower is principally located, each Guarantor guarantees
that it shall pay the Collateral Agent strictly in accordance with the express
terms of such agreement, including in the amounts and in the currency expressly
agreed to thereunder, irrespective of and without giving effect to any laws of
the jurisdiction where a Borrower is principally located in effect from time to
time, or any order, decree or regulation in the jurisdiction where a Borrower is
principally located.

                  (b) To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of any defense of any
Borrower or any other Loan Party or the unenforceability of its Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of any Borrower or any other Loan Party, other than the
indefeasible payment in full in cash of all its Guaranteed Obligations. The
Collateral Agent and the other Guaranteed Parties may, at their election,
foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with any Borrower or any other Loan Party or exercise any other
right or remedy available to them against any Borrower or any other Loan Party,
without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent its Guaranteed Obligations have been fully and
indefeasibly paid in full in cash. To the fullest extent permitted by applicable
law, each Guarantor waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or


                                      -7-



subrogation or other right or remedy of such Guarantor against any Borrower or
any other Loan Party, as the case may be, or any security.

                  SECTION 2.04. Reinstatement. Each Guarantor agrees that its
guarantee hereunder shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any of its Guaranteed
Obligations is rescinded or must otherwise be restored by the Administrative
Agent or any other Guaranteed Party upon the bankruptcy or reorganization of any
Borrower, any other Loan Party or otherwise.

                  SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of
the foregoing and not in limitation of any other right that the Collateral Agent
or any other Guaranteed Party has at law or in equity against any Guarantor by
virtue hereof, upon the failure of any Borrower or any other Loan Party to pay
any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each
Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the
Collateral Agent for distribution to the applicable Guaranteed Parties in cash
the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor
of any sums to the Collateral Agent as provided above, all rights of such
Guarantor against such Borrower, or other Loan Party or any other Guarantor
arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subject to
Article VI.

                  SECTION 2.06. Information. Each Guarantor assumes all
responsibility for being and keeping itself informed of the financial condition
and assets of each Borrower and each other Loan Party, and of all other
circumstances bearing upon the risk of nonpayment of its Guaranteed Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and
incurs hereunder, and agrees that none of the Collateral Agent or the other
Guaranteed Parties will have any duty to advise such Guarantor of information
known to it or any of them regarding such circumstances or risks.

                  SECTION 2.07. Maximum Liability. Anything herein or in any
other Loan Document to the contrary notwithstanding, the maximum liability of
each Guarantor hereunder and under the other Loan Documents shall in no event
exceed the amount which can be guaranteed by such Guarantor under applicable
federal and state laws relating to the insolvency of debtors (after giving
effect to the right of contribution established in Section 6.02).

                                  ARTICLE III.

                              Pledge of Securities
                              --------------------

                  SECTION 3.01. Pledge. As security for the payment or
performance, as the case may be, in full of its Obligations, each Guarantor
hereby assigns and pledges to the Collateral Agent, its successors and assigns,
for the ratable benefit of the Secured Parties, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in all of such Guarantor's right, title and
interest in, to and under (a) the Equity Interests directly owned by it on the
Closing Date (which shall be listed on Schedule II) and any other Equity
Interests obtained in the future by such Guarantor and any certificates
representing all such Equity Interests (the "Pledged Stock"); provided that the
Pledged Stock shall not include


                                      -8-


(i) more than 65% of the issued and outstanding voting Equity Interests of any
Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary
of such Guarantor issue directors' qualifying shares, such shares or nominee or
other similar shares, (iii) any Equity Interests with respect to which the
Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of
the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the
Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that,
as of the Closing Date, and for so long as, such a pledge of such Equity
Interests would violate a contractual obligation binding on such Equity
Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired
after the Closing Date if, and to the extent that, and for so long as, (A) a
pledge of such Equity Interests would violate applicable law or any contractual
obligation binding upon such Subsidiary and (B) such law or obligation existed
at the time of the acquisition thereof and was not created or made binding upon
such Subsidiary in contemplation of or in connection with the acquisition of
such Subsidiary (provided that the foregoing clause (B) shall not apply in the
case of a joint venture, including a joint venture that is a Subsidiary)
provided that such each Guarantor shall use its commercially reasonable efforts
to avoid any such restrictions classified in this clause (v), (vi) any Equity
Interests of a Person that is not directly or indirectly a Subsidiary or (vii)
prior to the date six months after the Closing Date, any of the capital stock of
CAMI and shall include such stock on and after such date only to the extent the
CAMI Sale has not been consummated prior to such six month date; (b)(i) the debt
securities listed opposite the name of such Guarantor on Schedule II, (ii) to
the extent required by Section 3.02(b), any debt securities in the future issued
to, or acquired by, such Guarantor and (iii) the promissory notes and any other
instruments, if any, evidencing such debt securities (the "Pledged Debt
Securities"); (c) subject to Section 3.06, all payments of principal or
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of, in exchange for or
upon the conversion of, and all other proceeds received in respect of, the
securities referred to in clauses (a) and (b) above; (d) subject to Section
3.06, all rights and privileges of such Guarantor with respect to the securities
and other property referred to in clauses (a), (b) and (c) above; and (e) all
proceeds of any of the foregoing (the items referred to in clauses (a) through
(e) above being collectively referred to as the "Pledged Collateral").

                  TO HAVE AND TO HOLD the Pledged Collateral, together with all
right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, unto the Collateral Agent, its successors and assigns, for
the ratable benefit of the Secured Parties, forever; subject, however, to the
terms, covenants and conditions hereinafter set forth.

                  SECTION 3.02. Delivery of the Pledged Collateral. (a) Each
Guarantor agrees promptly, upon its first becoming a Guarantor hereunder or
thereafter to the extent first acquiring same (or in the case of the capital
stock of CAMI on the date six months after the Closing Date if such stock is to
constitute Pledged Stock on such date), to deliver or cause to be delivered to
the Collateral Agent, for the ratable benefit of the Secured Parties, any and
all Pledged Securities to the extent such Pledged Securities, in the case of
promissory notes or other instruments evidencing Indebtedness, are required to
be delivered pursuant to paragraph (b) of this Section 3.02.

                  (b) Each Guarantor will cause any Indebtedness for borrowed
money having an aggregate principal amount that has a Dollar Equivalent in
excess of $10,000,000 (other than


                                      -9-


intercompany current liabilities incurred in the ordinary course of business)
owed to such Guarantor by any person to be evidenced by a duly executed
promissory note that is pledged and delivered to the Collateral Agent, for the
ratable benefit of the Secured Parties, pursuant to the terms hereof. To the
extent any such promissory note is a demand note, each Guarantor party thereto
agrees, if requested by the Collateral Agent, to immediately demand payment
thereunder upon an Event of Default specified under Section 7.01(b), (c), (f),
(h) or (i) of the Credit Agreement.

                  (c) Upon delivery to the Collateral Agent, (i) any Pledged
Securities required to be delivered pursuant to the foregoing paragraphs (a) and
(b) of this Section 3.02 shall be accompanied by stock powers or note powers, as
applicable, duly executed in blank or other instruments of transfer reasonably
satisfactory to the Collateral Agent and by such other instruments and documents
as the Collateral Agent may reasonably request and (ii) all other property
composing part of the Pledged Collateral delivered pursuant to the terms of this
Agreement shall be accompanied to the extent necessary to perfect the security
interest in or allow realization on the Pledged Collateral by proper instruments
of assignment duly executed by the applicable Guarantor and such other
instruments or documents (including issuer acknowledgments in respect of
uncertificated securities) as the Collateral Agent may reasonably request. Each
delivery (or subsequent confirmation by a successor of the prior delivery) of
Pledged Securities hereunder shall be accompanied by a schedule describing the
securities, which schedule shall be attached hereto as Schedule II and made a
part of Schedule II; provided that failure to attach any such schedule hereto
shall not affect the validity of such pledge of such Pledged Securities. Each
schedule so delivered shall supplement any prior schedules so delivered.


                  SECTION 3.03. Representations, Warranties and Covenants. The
Guarantors, jointly and severally, represent, warrant and covenant to and with
the Collateral Agent, for the ratable benefit of the Secured Parties, that:

                  (a) Schedule II correctly sets forth the percentage of the
         issued and outstanding shares of each class of the Equity Interests of
         the issuer thereof represented by the Pledged Stock and includes all
         Equity Interests, debt securities and promissory notes or instruments
         evidencing Indebtedness required to be pledged hereunder in order to
         satisfy the Collateral and Guarantee Requirement;

                  (b) the Pledged Stock and Pledged Debt Securities (solely with
         respect to Pledged Debt Securities issued by a person that is not a
         Subsidiary of Holdings or an Affiliate of any such subsidiary, to the
         best of each Guarantor's knowledge) have been duly and validly
         authorized and issued by the issuers thereof and (i) in the case of
         Pledged Stock, are fully paid and nonassessable and (ii) in the case of
         Pledged Debt Securities (solely with respect to Pledged Debt Securities
         issued by a person that is not a Subsidiary of Holdings or an Affiliate
         of any such subsidiary, to the best of each Guarantor's knowledge) are
         legal, valid and binding obligations of the issuers thereof subject to
         (i) the effects of bankruptcy, insolvency, moratorium, reorganization,
         fraudulent conveyance or other similar laws affecting creditors' rights
         generally, (ii) general principles of equity (regardless of whether
         such enforceability is considered in a proceeding in equity or at law)
         and (iii) implied covenants of good faith and fair dealing;


                                      -10-


                  (c) except for the security interests granted hereunder, each
         Guarantor (i) is and, subject to any transfers made in compliance with
         the Credit Agreement, will continue to be the direct owner,
         beneficially and of record, of the Pledged Securities indicated on
         Schedule II as owned by such Guarantor, (ii) holds the same free and
         clear of all Liens, other than Liens permitted under Section 6.02 of
         the Credit Agreement, (iii) will make no assignment, pledge,
         hypothecation or transfer of, or create or permit to exist any security
         interest in or other Lien on, the Pledged Collateral, other than
         pursuant to a transaction permitted by the Credit Agreement and other
         than Liens permitted under Section 6.02 of the Credit Agreement and
         (iv) subject to the rights of such Guarantor under the Loan Documents
         to dispose of Pledged Collateral, will defend its title or interest
         hereto or therein against any and all Liens (other than Liens permitted
         under Section 6.02 of the Credit Agreement), however arising, of all
         persons;

                  (d) except for restrictions and limitations imposed by the
         Loan Documents or securities laws generally or otherwise permitted to
         exist pursuant to the terms of the Credit Agreement, the Pledged
         Collateral is and will continue to be freely transferable and
         assignable, and none of the Pledged Collateral is or will be subject to
         any option, right of first refusal, shareholders agreement, charter or
         by-law provisions or contractual restriction of any nature that might,
         in any material respect, prohibit, impair, delay or adversely affect
         the pledge of such Pledged Collateral hereunder, the sale or
         disposition thereof pursuant hereto or the exercise by the Collateral
         Agent of rights and remedies hereunder;

                  (e) each Guarantor has the power and authority to pledge the
         Pledged Collateral pledged by it hereunder in the manner hereby done or
         contemplated;

                  (f) no consent or approval of any Governmental Authority, any
         securities exchange or any other person was or is necessary to the
         validity of the pledge effected hereby (other than such as have been
         obtained and are in full force and effect);

                  (g) by virtue of the execution and delivery by the Guarantors
         of this Agreement, when any Pledged Securities are delivered to the
         Collateral Agent, for the ratable benefit of the Secured Parties, in
         accordance with this Agreement, the Collateral Agent will obtain, for
         the ratable benefit of the Secured Parties, a legal, valid and
         perfected first priority lien upon and security interest in such
         Pledged Securities as security for the payment and performance of the
         Obligations;

                  (h) each Guarantor does not own on the Closing Date, any
         security constituting an equity interest in any Person to the extent
         such security constitutes an uncertificated security and will not
         acquire any such uncertificated security thereafter except to the
         extent it has complied with the provisions of the third sentence of
         Section 4.04(c), to the extent applicable thereto; and

                  (i) the pledge effected hereby is effective to vest in the
         Collateral Agent, for the ratable benefit of the Secured Parties, the
         rights of the Collateral Agent in the Pledged Collateral as set forth
         herein.


                                      -11-


                  SECTION 3.04. [Reserved].

                  SECTION 3.05. Registration in Nominee Name; Denominations. The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its
sole and absolute discretion) to hold the Pledged Securities in the name of the
applicable Guarantor, endorsed or assigned in blank or in favor of the
Collateral Agent or, if a Noticed Event of Default shall have occurred and be
continuing, in its own name as pledgee or the name of its nominee (as pledgee or
as sub-agent). Each Guarantor will promptly give to the Collateral Agent copies
of any notices or other communications received by it with respect to Pledged
Securities registered in the name of such Guarantor.

                  SECTION 3.06. Voting Rights; Dividends and Interest, etc. (a)
Unless and until a Noticed Event of Default shall have occurred and be
continuing:

                  (i) Each Guarantor shall be entitled to exercise any and all
         voting and/or other consensual rights and powers inuring to an owner of
         Pledged Securities or any part thereof for any purpose consistent with
         the terms of this Agreement, the Credit Agreement and the other Loan
         Documents; provided that such rights and powers shall not be exercised
         in any manner that could reasonably be expected to materially and
         adversely affect the rights inuring to a holder of any Pledged
         Securities, the rights and remedies of any of the Collateral Agent or
         the other Secured Parties under this Agreement, the Credit Agreement or
         any other Loan Document or the ability of the Secured Parties to
         exercise the same.

                  (ii) The Collateral Agent shall promptly execute and deliver
         to each Guarantor, or cause to be executed and delivered to such
         Guarantor, all such proxies, powers of attorney and other instruments
         as such Guarantor may reasonably request for the purpose of enabling
         such Guarantor to exercise the voting and/or consensual rights and
         powers it is entitled to exercise pursuant to subparagraph (i) above.

                  (iii) Each Guarantor shall be entitled to receive and retain
         any and all dividends, interest, principal and other distributions paid
         on or distributed in respect of the Pledged Securities to the extent
         and only to the extent that (x) such dividends, interest, principal and
         other distributions are permitted by, and otherwise paid or distributed
         in accordance with, the terms and conditions of the Credit Agreement,
         the other Loan Documents and applicable laws and (y) such payment on
         distribution is not payable directly to the Collateral Agent pursuant
         to the terms of the applicable Pledged Securities; provided that any
         noncash dividends, interest, principal or other distributions that
         constitute Pledged Securities (whether resulting from a subdivision,
         combination or reclassification of the outstanding Equity Interests of
         the issuer of any Pledged Securities or received in exchange for
         Pledged Securities or any part thereof, or in redemption thereof, or as
         a result of any merger, consolidation, acquisition or other exchange of
         assets to which such issuer may be a party or otherwise) shall be and
         become part of the Pledged Collateral, and, if received by any
         Guarantor, shall not be commingled by such Guarantor with any of its
         other funds or property but shall be held separate and apart therefrom,
         shall be held in trust for the benefit of the Collateral Agent, for the
         ratable benefit of the Secured Parties, and shall be forthwith
         delivered to the Collateral Agent,


                                      -12-


         for the ratable benefit of the Secured Parties, in the same form as so
         received (accompanied by stock powers duly executed in blank or other
         appropriate instruments of transfer satisfactory to the Collateral
         Agent).

                  (b) Upon the occurrence and during the continuance of a
Noticed Event of Default, all rights of any Guarantor to dividends, interest,
principal or other distributions that such Guarantor is authorized to receive
pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such
rights shall thereupon become vested, for the ratable benefit of the Secured
Parties, in the Collateral Agent which shall have the sole and exclusive right
and authority to receive and retain such dividends, interest, principal or other
distributions. All dividends, interest, principal or other distributions
received by any Guarantor contrary to the provisions of this Section 3.06 shall
not be commingled by such Guarantor with any of its other funds or property but
shall be held separate and apart therefrom, shall be held in trust for the
benefit of the Collateral Agent, for the ratable benefit of the Secured Parties,
and shall be forthwith delivered to the Collateral Agent, for the ratable
benefit of the Secured Parties, in the same form as so received (accompanied by
stock powers duly executed in blank or other appropriate instruments of transfer
reasonably satisfactory to the Collateral Agent). Any and all money and other
property paid over to or received by the Collateral Agent pursuant to the
provisions of this paragraph (b) shall be retained by the Collateral Agent in an
account to be established by the Collateral Agent upon receipt of such money or
other property and shall be applied in accordance with the provisions of Section
5.02. After all Events of Default have been cured or waived and the Term
Borrower has delivered to the Collateral Agent a certificate to that effect, the
Collateral Agent shall promptly repay to each Guarantor (without interest) all
dividends, interest, principal or other distributions that such Guarantor would
otherwise have been permitted to retain pursuant to the terms of paragraph
(a)(iii) of this Section 3.06 and that remain in such account.

                  (c) Upon the occurrence and during the continuance of a
Noticed Event of Default, all rights of any Guarantor to exercise the voting
and/or consensual rights and powers it is entitled to exercise pursuant to
paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral
Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such
rights shall thereupon become vested in the Collateral Agent, for the ratable
benefit of the Secured Parties, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers; provided
that, unless otherwise directed by the Required Lenders, the Collateral Agent
shall have the right from time to time following and during the continuance of
an Event of Default to permit the Guarantors to exercise such rights. After all
Noticed Events of Default have been cured or waived and the Term Borrower has
delivered to the Collateral Agent a certificate to that effect, each Guarantor
shall have the right to exercise the voting and/or consensual rights and powers
that such Guarantor would otherwise have been entitled to exercise pursuant to
the terms of paragraph (a)(i) above.

                                  ARTICLE IV.

                     Security Interests in Personal Property
                     ---------------------------------------

                  SECTION 4.01. Security Interest. (a) As security for the
payment or performance, as the case may be, in full of the Obligations, each
Guarantor hereby assigns and pledges to the Collateral Agent, its successors and
assigns, for the ratable benefit of the Secured Parties, and hereby grants to
the Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured


                                      -13-


Parties, a security interest (the "Security Interest") in all right, title and
interest in or to any and all of the following assets and properties now owned
or at any time hereafter acquired by such Guarantor or in which such Guarantor
now has or at any time in the future may acquire any right, title or interest
(collectively, the "Article 9 Collateral"):

                  (i)      all Accounts;

                  (ii)     all Chattel Paper;

                  (iii)    all cash and Deposit Accounts;

                  (iv)     all Documents;

                  (v)      all Equipment;

                  (vi)     all General Intangibles;

                  (vii)    all Goods;

                  (viii)   all Instruments;

                  (ix)     all Inventory;

                  (x)      all Investment Property;

                  (xi)     all Letter-of-Credit Rights;

                  (xiii)   all Commercial Tort Claims;

                  (xiii)   all books and records pertaining to the Article 9
         Collateral; and

                  (xiv) to the extent not otherwise included, all proceeds,
         Supporting Obligations and products of any and all of the foregoing and
         all collateral security and guarantees given by any person with respect
         to any of the foregoing.

Notwithstanding anything to the contrary in this Agreement, this Agreement shall
not constitute a grant of a security interest in (a) any vehicle covered by a
certificate of title or ownership, (b) any assets (including Equity Interests)
with respect to which the Collateral and Guarantee Requirement or the other
paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by
reason of Section 5.10(g) of the Credit Agreement, (c) any assets to the extent
that, as of the Closing Date, and for so long as, such grant of a security
interest would violate a contractual obligation or applicable law binding on
such asset, (d) any property of any Person acquired by a Guarantor after the
Closing Date pursuant to Section 6.04(l) of the Credit Agreement, if, and to the
extent that, and for so long as, (A) such grant of a security interest would
violate applicable law or any contractual obligation binding upon such property
and (B) such law or obligation existed at the time of the acquisition thereof
and was not created or made binding upon such property in contemplation of or in
connection with the acquisition of such Subsidiary (provided


                                      -14-


that the foregoing clause (B) shall not apply in the case of a joint venture,
including a joint venture that is a Subsidiary) provided that each Guarantor
shall use its commercially reasonable efforts to avoid any such restriction
described in this clause (d), or (e) any Letter of Credit Rights to the extent
any Guarantor is required by applicable law to apply the proceeds of a drawing
of such Letter of Credit for a specified purpose.

                  (b) Each Guarantor hereby irrevocably authorizes the
Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) with
respect to the Article 9 Collateral or any part thereof and amendments thereto
that contain the information required by Article 9 of the Uniform Commercial
Code of each applicable jurisdiction for the filing of any financing statement
or amendment, including (i) whether such Guarantor is an organization, the type
of organization and any organizational identification number issued to such
Guarantor, (ii) in the case of a financing statement filed as a fixture filing,
a sufficient description of the real property to which such Article 9 Collateral
relates and (iii) a description of collateral that describes such property in
any other manner as the Collateral Agent may reasonably determine is necessary
or advisable to ensure the perfection of the security interest in the Article 9
Collateral granted under this Agreement, including describing such property as
"all assets" or "all property". Each Guarantor agrees to provide such
information to the Collateral Agent promptly upon request.

                  The Collateral Agent is further authorized to file with the
United States Patent and Trademark Office or United States Copyright Office (or
any successor office or any similar office in any other country) such documents
as may be necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by each
Guarantor, without the signature of any Guarantor, and naming any Guarantor or
the Guarantors as debtors and the Collateral Agent as secured party.

                  (c) The Security Interest is granted as security only and
shall not subject the Collateral Agent or any other Secured Party to, or in any
way alter or modify, any obligation or liability of any Guarantor with respect
to or arising out of the Article 9 Collateral.

                  SECTION 4.02. Representations and Warranties. The Guarantors
jointly and severally represent and warrant to the Collateral Agent and the
Secured Parties that:

                  (a) Each Guarantor has good and valid rights in and title to
         all material Article 9 Collateral with respect to which it has
         purported to grant a Security Interest hereunder and has full power and
         authority to grant to the Collateral Agent the Security Interest in
         such Article 9 Collateral pursuant hereto and to execute, deliver and
         perform its obligations in accordance with the terms of this Agreement,
         without the consent or approval of any other person other than any
         consent or approval that has been obtained and is in full force and
         effect.

                  (b) The Perfection Certificate has been duly prepared,
         completed and executed and the information set forth therein, including
         the exact legal name of each Guarantor, is correct and complete, in all
         material respects, as of the Restructuring Date. Uniform Commercial
         Code financing statements (including fixture filings, as applicable) or
         other appropriate filings, recordings or registrations containing a
         description of the


                                      -15-


         Article 9 Collateral have been prepared by the Collateral Agent
         based upon the information provided to the Collateral Agent in the
         Perfection Certificate for filing in each governmental, municipal or
         other office specified in Schedule 7 to the Perfection Certificate
         (or specified by notice from the Term Borrower to the Collateral
         Agent after the Closing Date in the case of filings, recordings or
         registrations required by Section 5.10 of the Credit Agreement), and
         constitute all the filings, recordings and registrations (other than
         filings required to be made in the United States Patent and
         Trademark Office and the United States Copyright Office in order to
         perfect the Security Interest in Article 9 Collateral consisting of
         United States issued Patents and applications, United States
         registered Trademarks and applications and United States registered
         Copyrights) that are necessary to publish notice of and protect the
         validity of and to establish a legal, valid and perfected security
         interest in favor of the Collateral Agent (for the ratable benefit
         of the Secured Parties) in respect of all Article 9 Collateral in
         which the Security Interest may be perfected by filing, recording or
         registration in the United States (or any political subdivision
         thereof) and its territories and possessions, and no further or
         subsequent filing, refiling, recording, rerecording, registration or
         reregistration is necessary in any such jurisdiction, except as
         provided under applicable law with respect to the filing of
         continuation statements or amendments. Each Guarantor represents and
         warrants that a fully executed agreement in the form hereof (or a
         short form hereof which form shall be reasonably acceptable to the
         Collateral Agent) containing a description of all Article 9
         Collateral consisting of United States issued Patents (and Patents
         for which United States applications are pending), United States
         registered Trademarks (and Trademarks for which United States
         registration applications are pending) and United States registered
         Copyrights (and Copyrights for which United States registration
         applications are pending) has been delivered to the Collateral Agent
         for recording with the United States Patent and Trademark Office and
         the United States Copyright Office pursuant to 35 U.S.C.ss. 261, 15
         U.S.C.ss. 1060 or 17 U.S.C.ss. 205 and the regulations thereunder,
         as applicable, and reasonably requested by the Collateral Agent, to
         protect the validity of and to establish a legal, valid and
         perfected security interest in favor of the Collateral Agent, for
         the ratable benefit of the Secured Parties, in respect of all
         Article 9 Collateral consisting of the foregoing in which a security
         interest may be perfected by recording with the United States Patent
         and Trademark Office and the United States Copyright Office.

                  (c) The Security Interest constitutes (i) a legal and valid
         security interest in all the Article 9 Collateral securing the payment
         and performance of the Obligations, (ii) subject to the filings
         described in Section 4.02(b), a perfected security interest in all
         Article 9 Collateral in which a security interest may be perfected by
         filing, recording or registering a financing statement or analogous
         document in the United States (or any political subdivision thereof)
         and its territories and possessions pursuant to the New York UCC or
         other applicable law in such jurisdictions and (iii) a security
         interest that shall be perfected in all Article 9 Collateral in which a
         security interest may be perfected upon the receipt and recording of
         this Agreement with the United States Patent and Trademark Office and
         the United States Copyright Office, as applicable. The Security
         Interest is and shall be prior to any other Lien on any of the Article
         9 Collateral, other than Liens expressly permitted pursuant to Section
         6.02 of the Credit Agreement or arising by operation of law.



                                      -16


                  (d) The Article 9 Collateral is owned by the Guarantors free
         and clear of any Lien, other than Liens expressly permitted pursuant to
         Section 6.02 of the Credit Agreement or arising by operation of law.
         None of the Guarantors has filed or consented to the filing of (i) any
         financing statement or analogous document under the New York UCC or any
         other applicable laws covering any Article 9 Collateral, (ii) any
         assignment in which any Guarantor assigns any Article 9 Collateral or
         any security agreement or similar instrument covering any Article 9
         Collateral with the United States Patent and Trademark Office or the
         United States Copyright Office or (iii) any assignment in which any
         Guarantor assigns any Article 9 Collateral or any security agreement or
         similar instrument covering any Article 9 Collateral with any foreign
         governmental, municipal or other office, which financing statement or
         analogous document, assignment, security agreement or similar
         instrument is still in effect, except, in each case, for Liens
         expressly permitted pursuant to Section 6.02 of the Credit Agreement.

                  (e) None of the Guarantors holds any Commercial Tort Claim
         individually in excess of $1,000,000 as of the Closing Date except as
         indicated on the Perfection Certificate.

                  (f) All Accounts have been originated by the Guarantors and
         all Inventory has been acquired by the Guarantors in the ordinary
         course of business.

                  SECTION 4.03. Covenants. (a) Each Guarantor agrees promptly to
notify the Collateral Agent in writing of any change (i) in its corporate name,
(ii) in its identity or type of organization or corporate structure, (iii) in
its Federal Taxpayer Identification Number or organizational identification
number or (iv) in its jurisdiction of organization. Each Guarantor agrees
promptly to provide the Collateral Agent with certified organizational documents
reflecting any of the changes described in the immediately preceding sentence.
Each Guarantor agrees not to effect or permit any change referred to in the
first sentence of this paragraph (a) unless all filings have been made, or are
reasonably concurrently made, under the applicable Uniform Commercial Code or
otherwise that are required in order for the Collateral Agent to continue at all
times following such change to have a valid, legal and perfected first priority
security interest in all the Article 9 Collateral, for the ratable benefit of
the Secured Parties. Each Guarantor agrees promptly to notify the Collateral
Agent if any material portion of the Article 9 Collateral owned or held by such
Guarantor is damaged or destroyed.

                  (b) Subject to the rights of such Guarantor under the Loan
Documents to dispose of Collateral, each Guarantor shall, at its own expense,
take any and all actions necessary to defend title to the Article 9 Collateral
against all persons and to defend the Security Interest of the Collateral Agent,
for the ratable benefit of the Secured Parties, in the Article 9 Collateral and
the priority thereof against any Lien not expressly permitted pursuant to
Section 6.02 of the Credit Agreement.

                  (c) Each Guarantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Collateral Agent may from time to
time reasonably request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and


                                      -17-


delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including fixture filings) or other documents in
connection herewith or therewith. If any amount payable under or in connection
with any of the Article 9 Collateral that is in excess of $10,000,000 shall be
or become evidenced by any promissory note or other instrument, such note or
instrument shall be promptly pledged and delivered to the Collateral Agent, for
the ratable benefit of the Secured Parties, accompanied by executed instruments
of transfer reasonably satisfactory to the Collateral Agent.

                  (d) After the occurrence of an Event of Default and during the
continuance thereof, the Collateral Agent shall have the right to verify under
reasonable procedures the validity, amount, quality, quantity, value, condition
and status of, or any other matter relating to, the Article 9 Collateral,
including, in the case of Accounts or Article 9 Collateral in the possession of
any third person (following notice to the Term Borrower of its intention to do
so), by contacting Account Debtors or the third person possessing such Article 9
Collateral for the purpose of making such a verification. The Collateral Agent
shall have the right to share any information it gains from such inspection or
verification with any Secured Party.

                  (e) At its option at any time which an Event of Default
exists, the Collateral Agent may discharge past due taxes, assessments, charges,
fees, Liens, security interests or other encumbrances at any time levied or
placed on the Article 9 Collateral and not permitted pursuant to Section 6.02 of
the Credit Agreement, and may pay for the maintenance and preservation of the
Article 9 Collateral to the extent any Guarantor fails to do so as required by
the Credit Agreement or this Agreement, and each Guarantor jointly and severally
agrees to reimburse the Collateral Agent on demand for any reasonable payment
made or any reasonable expense incurred by the Collateral Agent pursuant to the
foregoing authorization; provided, however, that nothing in this Section 4.03(e)
shall be interpreted as excusing any Guarantor from the performance of, or
imposing any obligation on the Collateral Agent or any Secured Party to cure or
perform, any covenants or other promises of any Guarantor with respect to taxes,
assessments, charges, fees, Liens, security interests or other encumbrances and
maintenance as set forth herein or in the other Loan Documents.

                  (f) Each Guarantor (rather than the Collateral Agent or any
Secured Party) shall remain liable for the observance and performance of all the
conditions and obligations to be observed and performed by it under each
contract, agreement or instrument relating to the Article 9 Collateral and each
Guarantor jointly and severally agrees to indemnify and hold harmless the
Collateral Agent and the Secured Parties from and against any and all liability
for such performance.

                  (g) None of the Guarantors shall make or permit to be made an
assignment, pledge or hypothecation of the Article 9 Collateral or shall grant
any other Lien in respect of the Article 9 Collateral, except as expressly
permitted by the Credit Agreement. None of the Guarantors shall make or permit
to be made any transfer of the Article 9 Collateral and each Guarantor shall
remain at all times in possession of the Article 9 Collateral owned by it,
except as permitted by the Credit Agreement.

                  (h) None of the Guarantors will, without the Collateral
Agent's prior written consent, grant any extension of the time of payment of any
Accounts included in the Article 9


                                      -18-



Collateral, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any person liable for the payment
thereof or allow any credit or discount whatsoever thereon, other than
extensions, credits, discounts, compromises or settlements granted or made in
the ordinary course of business and consistent with its past practices (it being
agreed that nothing in this clause (h) shall prohibit sales of receivables
permitted by Section 6.05(g) of the Credit Agreement).

                  (i) Each Guarantor irrevocably makes, constitutes and appoints
the Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Guarantor's true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Article 9
Collateral under policies of insurance, endorsing the name of such Guarantor on
any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance and for making all determinations and decisions with
respect thereto. In the event that any Guarantor at any time or times while an
Event of Default exists fails to obtain or maintain any of the policies of
insurance required hereby or to pay any premium in whole or part relating
thereto, the Collateral Agent may, without waiving or releasing any obligation
or liability of the Guarantors hereunder or any Event of Default, in its sole
discretion, obtain and maintain such policies of insurance and pay such premium
and take any other actions with respect thereto as the Collateral Agent
reasonably deems advisable. All sums disbursed by the Collateral Agent in
connection with this Section 4.03(i), including reasonable attorneys' fees,
court costs, expenses and other charges relating thereto, shall be payable, upon
demand, by the Guarantors to the Collateral Agent and shall be additional
Obligations secured hereby.

                  SECTION 4.04. Other Actions. In order to further ensure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, for the ratable benefit of the Secured Parties, the Collateral
Agent's security interest in the Article 9 Collateral, each Guarantor agrees, in
each case at such Guarantor's own expense, to take the following actions with,
respect to the following Article 9 Collateral:

                  (a) Instruments and Tangible Chattel Paper. If any Guarantor
         shall at any time hold or acquire any Instruments or Tangible Chattel
         Paper evidencing an amount in excess of $10,000,000, such Guarantor
         shall forthwith endorse, assign and deliver the same to the Collateral
         Agent, accompanied by such instruments of transfer or assignment duly
         executed in blank as the Collateral Agent may from time to time
         reasonably request.

                  (b) Cash Accounts. No Guarantor shall grant Control of any
         Deposit Account to any Person other than the Collateral Agent.

                  (c) Investment Property. Except to the extent otherwise
         provided in Article III, if any Guarantor shall at any time hold or
         acquire any Certificated Security, such Guarantor shall forthwith
         endorse, assign and deliver the same to the Collateral Agent,
         accompanied by such instruments of transfer or assignment duly executed
         in blank as the Collateral Agent may from time to time reasonably
         specify. If any security now or hereafter acquired by any Guarantor is
         uncertificated and is issued to such Guarantor or its nominee directly
         by the issuer thereof, upon the Collateral Agent's reasonable request
         while an Event of Default exists, such Guarantor shall promptly notify


                                      -19-


         the Collateral Agent of such uncertificated securities and pursuant to
         an agreement in form and substance reasonably satisfactory to the
         Collateral Agent, either (i) cause the issuer to agree to comply with
         instructions from the Collateral Agent as to such security, without
         further consent of any Guarantor or such nominee, or (ii) cause the
         issuer to register the Collateral Agent as the registered owner of such
         security. If any security or other Investment Property, whether
         certificated or uncertificated, representing an Equity Interest in a
         third party and having a fair market value in excess of $10,000,000 now
         or hereafter acquired by any Guarantor is held by such Guarantor or its
         nominee through a securities intermediary or commodity intermediary,
         such Guarantor shall promptly notify the Collateral Agent thereof and,
         at the Collateral Agent's request and option, pursuant to a Control
         Agreement in form and substance reasonably satisfactory to the
         Collateral Agent, either (A) cause such securities intermediary or
         commodity intermediary, as applicable, to agree, in the case of a
         securities intermediary, to comply with entitlement orders or other
         instructions from the Collateral Agent to such securities intermediary
         as to such securities or other Investment Property or, in the case of a
         commodity intermediary, to apply any value distributed on account of
         any commodity contract as directed by the Collateral Agent to such
         commodity intermediary, in each case without further consent of any
         Guarantor or such nominee, or (B) in the case of Financial Assets or
         other Investment Property held through a securities intermediary,
         arrange for the Collateral Agent to become the entitlement holder with
         respect to such Investment Property, for the ratable benefit of the
         Secured Parties, with such Guarantor being permitted, only with the
         consent of the Collateral Agent, to exercise rights to withdraw or
         otherwise deal with such Investment Property. The Collateral Agent
         agrees with each of the Guarantors that the Collateral Agent shall not
         give any such entitlement orders or instructions or directions to any
         such issuer, securities intermediary or commodity intermediary, and
         shall not withhold its consent to the exercise of any withdrawal or
         dealing rights by any Guarantor, unless an Event of Default has
         occurred and is continuing or, after giving effect to any such
         withdrawal or dealing rights, would occur. The provisions of this
         paragraph (c) shall not apply to any Financial Assets credited to a
         securities account for which the Collateral Agent is the securities
         intermediary.

                  (d) Commercial Tort Claims. If any Guarantor shall at any time
         hold or acquire a Commercial Tort Claim in an amount reasonably
         estimated to exceed $10,000,000, such Guarantor shall promptly notify
         the Collateral Agent thereof in a writing signed by such Guarantor,
         including a summary description of such claim, and grant to the
         Collateral Agent in writing a security interest therein and in the
         proceeds thereof, all upon the terms of this Agreement, with such
         writing to be in form and substance reasonably satisfactory to the
         Collateral Agent.

                  SECTION 4.05. Covenants Regarding Patent, Trademark and
Copyright Collateral. (a) Each Guarantor agrees that it will not knowingly do
any act or omit to do any act (and will exercise commercially reasonable efforts
to prevent its licensees from knowingly doing any act or knowingly omitting to
do any act) whereby any Patent that is material to the normal conduct of such
Guarantor's business may become prematurely invalidated or dedicated to the
public, and agrees that it shall take commercially reasonable steps with respect
to any material products covered by any such Patent as necessary and sufficient
to establish and preserve its rights under applicable patent laws.


                                      -20-


                  (b) Each Guarantor will, and will use its commercially
reasonable efforts to cause its licensees or its sublicensees to, for each owned
Trademark necessary to the normal conduct of such Guarantor's business, (i)
maintain such Trademark in full force free from any adjudication of abandonment
or invalidity for non-use, (ii) maintain the quality of products and services
offered under such Trademark on all material respects, (iii) display such
Trademark with notice of federal or foreign registration or claim of trademark
or service mark as required under applicable law and (iv) not knowingly use or
knowingly permit its licensees' use of such Trademark in violation of any
third-party rights.

                  (c) Each Guarantor will, and will use its commercially
reasonable efforts to cause its licensees or its sublicensees to, for each work
covered by a material Copyright necessary to the normal conduct of such
Guarantor's business that it publishes, displays and distributes, use copyright
notice as required under applicable copyright laws.

                  (d) Each Guarantor shall notify the Collateral Agent promptly
if it knows that any Patent, Trademark or Copyright material to the normal
conduct of such Guarantor's business may imminently become abandoned, lost or
dedicated to the public, or of any materially adverse determination or
development, (excluding office actions and similar determinations or
developments in the United States Patent and Trademark Office, United States
Copyright Office, any court or any similar office of any country), regarding
such Guarantor's ownership of any such material Patent, Trademark or Copyright
or its right to register or to maintain the same.

                  (e) Each Guarantor, either itself or through any agent,
employee, licensee or designee, shall (i) inform the Collateral Agent on a
semi-annual basis of each application by itself, or through any agent, employee,
licensee or designee, for any Patent with the United States Patent and Trademark
Office and each registration of any Trademark or Copyright with the United
States Patent and Trademark Office, the United States Copyright Office or any
comparable office or agency in any other country filed during the preceding
six-month period, and (ii) upon the reasonable request of the Collateral Agent,
execute and deliver any and all agreements, instruments, documents and papers as
the Collateral Agent may reasonably request to evidence the Collateral Agent's
security interest in such Patent, Trademark or Copyright.

                  (f) Each Guarantor shall exercise its reasonable business
judgment in any proceeding before the United States Patent and Trademark Office,
the United States Copyright Office or any comparable office or agency in any
other country with respect to maintaining and pursuing each material application
relating to any Patent, Trademark and/or Copyright (and obtaining the relevant
grant or registration) material to the normal conduct of such Guarantor's
business and to maintain (i) each issued Patent and (ii) the registrations of
each Trademark and each Copyright, in each case that is material to the normal
conduct of such Guarantor's business, including, when applicable and necessary
in such Guarantor's reasonable business judgment, timely filings of applications
for renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees, and, if any Guarantor believes necessary in its reasonable
business judgment, to initiate opposition, interference and cancellation
proceedings against third parties.


                                      -21-


                                   ARTICLE V.

                                    Remedies
                                    --------

                  SECTION 5.01. Remedies Upon Default. Upon the occurrence and
during the continuance of a Noticed Event of Default, each Guarantor agrees to
deliver each item of Collateral to the Collateral Agent on demand, and it is
agreed that the Collateral Agent shall have the right to take any of or all the
following actions at the same or different times: (a) with respect to any
Article 9 Collateral consisting of Intellectual Property, on demand, to cause
the Security Interest to become an assignment, transfer and conveyance of any of
or all such Article 9 Collateral by the applicable Guarantors to the Collateral
Agent or to license or sublicense, whether general, special or otherwise, and
whether on an exclusive or a nonexclusive basis, any such Article 9 Collateral
throughout the world on such terms and conditions and in such manner as the
Collateral Agent shall determine (other than in violation of any then-existing
licensing arrangements to the extent that waivers thereunder cannot be obtained)
and (b) with or without legal process and with or without prior notice or demand
for performance, to take possession of the Article 9 Collateral and without
liability for trespass to enter any premises where the Article 9 Collateral may
be located for the purpose of taking possession of or removing the Article 9
Collateral and, generally, to exercise any and all rights afforded to a secured
party under the applicable Uniform Commercial Code or other applicable law.
Without limiting the generality of the foregoing, each Guarantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral at a public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized in connection with any sale of a security (if it deems it advisable
to do so) pursuant to the foregoing to restrict the prospective bidders or
purchasers to persons who represent and agree that they are purchasing such
security for their own account, for investment, and not with a view to the
distribution or sale thereof. Upon consummation of any such sale of Collateral
pursuant to this Section 5.01 the Collateral Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right on the part of any Guarantor, and
each Guarantor hereby waives and releases (to the extent permitted by law) all
rights of redemption, stay, valuation and appraisal that such Guarantor now has
or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.

                  The Collateral Agent shall give the applicable Guarantors 10
Business Days' written notice (which each Guarantor agrees is reasonable notice
within the meaning of Section 9-612 of the New York UCC or its equivalent in
other jurisdictions) of the Collateral Agent's intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker's board or on a
securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as the Collateral Agent may fix and state in the notice (if any) of such sale.
At any such sale, the Collateral, or the portion thereof, to be sold may be sold
in one lot as an entirety or in separate parcels, as the Collateral Agent may
(in its sole and absolute


                                      -22-


discretion) determine. The Collateral Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In the case of
any sale of all or any part of the Collateral made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in the event that any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in the case of any such failure, such Collateral may be sold again upon
notice given in accordance with provisions above. At any public (or, to the
extent permitted by law, private) sale made pursuant to this Section 5.01, any
Secured Party may bid for or purchase for cash, free (to the extent permitted by
law) from any right of redemption, stay, valuation or appraisal on the part of
any Guarantor (all such rights being also hereby waived and released to the
extent permitted by law), the Collateral or any part thereof offered for sale
and such Secured Party may, upon compliance with the terms of sale, hold, retain
and dispose of such property in accordance with Section 5.02 hereof without
further accountability to any Guarantor therefor. For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof; the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and no Guarantor shall be entitled to the return of
the Collateral or any portion thereof subject thereto, notwithstanding the fact
that after the Collateral Agent shall have entered into such an agreement all
Events of Default shall have been remedied and the Obligations paid in full. As
an alternative to exercising the power of sale herein conferred upon it, the
Collateral Agent may proceed by a suit or suits at law or in equity to foreclose
this Agreement and to sell the Collateral or any portion thereof pursuant to a
judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the
provisions of this Section 5.01 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its
equivalent in other jurisdictions.

                  SECTION 5.02. Application of Proceeds. The Collateral Agent
shall promptly apply the proceeds, moneys or balances of any collection or sale
of Collateral, as well as any Collateral consisting of cash, as follows:

                  FIRST, to the payment of all costs and expenses incurred by
         the Administrative Agent and the Collateral Agent in connection with
         such collection or sale or otherwise in connection with this Agreement,
         any other Loan Document or any of the Obligations, including all court
         costs and the fees and expenses of its agents and legal counsel, the
         repayment of all advances made by the Administrative Agent and the
         Collateral Agent hereunder or under any other Loan Document on behalf
         of any Guarantor and any other costs or expenses incurred in connection
         with the exercise of any right or remedy hereunder or under any other
         Loan Document;

                  SECOND, to the ratable payment of the Obligations, and

                  THIRD, once all Obligations have been paid in full, to the
         Guarantors, their successors or assigns, or as a court of competent
         jurisdiction may otherwise direct.


                                      -23-


The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the purchase money by the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.

                  SECTION 5.03. Grant of License to Use Intellectual Property.
Solely for the purpose of enabling the Collateral Agent to exercise rights and
remedies under this Agreement at such time as the Collateral Agent shall be
lawfully entitled to exercise such rights and remedies, each Guarantor hereby
grants to (in the Collateral Agent's sole discretion) a designee of the
Collateral Agent or the Collateral Agent, for the ratable benefit of the Secured
Parties, an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to any Guarantor) to use, license or sublicense
any of the Article 9 Collateral consisting of Intellectual Property now owned or
hereafter acquired by such Guarantor, wherever the same may be located, and
including, without limitation, in such license reasonable access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof. The use of
such license by the Collateral Agent may be exercised, at the option of the
Collateral Agent, while an Event of Default exists; provided that any license,
sublicense or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Guarantors notwithstanding any
subsequent cure of an Event of Default.

                  SECTION 5.04. Securities Act, etc. In view of the position of
the Guarantors in relation to the Pledged Collateral, or because of other
current or future circumstances, a question may arise under the Securities Act
of 1933, as now or hereafter in effect, or any similar federal statute hereafter
enacted analogous in purpose or effect (such Act and any such similar statute as
from time to time in effect being called the "Federal Securities Laws") with
respect to any disposition of the Pledged Collateral permitted hereunder. Each
Guarantor understands that compliance with the Federal Securities Laws might
very strictly limit the course of conduct of the Collateral Agent if the
Collateral Agent were to attempt to dispose of all or any part of the Pledged
Collateral, and might also limit the extent to which or the manner in which any
subsequent transferee of any Pledged Collateral could dispose of the same.
Similarly, there may be other legal restrictions or limitations affecting the
Collateral Agent in any attempt to dispose of all or part of the Pledged
Collateral under applicable Blue Sky or other state securities laws or similar
laws analogous in purpose or effect. Each Guarantor acknowledges and agrees that
in light of such restrictions and limitations, the Collateral Agent, in its sole
and absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws or, to the
extent applicable, Blue Sky or other state securities laws and (b) may approach
and negotiate with a single potential purchaser to effect such sale. Each
Guarantor acknowledges and agrees that any such sale might result in prices and
other terms less favorable to the seller than if such sale were a public sale
without such restrictions. In the event of any such sale, the Collateral Agent
shall incur no responsibility or liability for selling all or any part of the
Pledged Collateral at a price that the Collateral Agent, in its sole and
absolute discretion,


                                      -24-



may in good faith deem reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might have been realized if the
sale were deferred until after registration as aforesaid or if more than a
single purchaser were approached. The provisions of this Section 5.04 will apply
notwithstanding the existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells.

                  SECTION 5.05. Registration, etc. Each Guarantor agrees that,
upon the occurrence and during the continuance of an Event of Default, if for
any reason the Collateral Agent desires to sell any of the Pledged Collateral at
a public sale, it will, at any time and from time to time, upon the written
request of the Collateral Agent, use its commercially reasonable efforts to take
or to cause the issuer of such Pledged Collateral to take such action and
prepare, distribute and/or file such documents, as are required or advisable in
the reasonable opinion of counsel for the Collateral Agent to permit the public
sale of such Pledged Collateral. Each Guarantor further agrees to indemnify,
defend and hold harmless the Administrative Agent, each other Secured Party, any
underwriter and their respective officers, directors, affiliates and controlling
persons from and against all loss, liability, expenses, costs of counsel
(including reasonable fees and expenses of legal counsel to the Collateral Agent
of, and claims (including the costs of investigation) that they may incur
insofar as such loss, liability, expense or claim arises out of or is based upon
any alleged untrue statement of a material fact contained in any prospectus (or
any amendment or supplement thereto) or in any notification or offering
circular, or arises out of or is based upon any alleged omission to state a
material fact required to be stated therein or necessary to make the statements
in any thereof not misleading, except insofar as the same may have been caused
by any untrue statement or omission based upon information furnished in writing
to such Guarantor or the issuer of such Pledged Collateral by the Collateral
Agent or any other Secured Party expressly for use therein. Each Guarantor
further agrees, upon such written request referred to above, to use its
commercially reasonable efforts to qualify, file or register, or cause the
issuer of such Pledged Collateral to qualify, file or register, any of the
Pledged Collateral under the Blue Sky or other securities laws of such states as
may be reasonably requested by the Collateral Agent and keep effective, or cause
to be kept effective, all such qualifications, filings or registrations. Each
Guarantor will bear all costs and expenses of carrying out its obligations under
this Section 5.05. Each Guarantor acknowledges that there is no adequate remedy
at law for failure by it to comply with the provisions of this Section 5.05 only
and that such failure would not be adequately compensable in damages and,
therefore, agrees that its agreements contained in this Section 5.05 may be
specifically enforced.

                                  ARTICLE VI.

                    Indemnity, Subrogation and Subordination
                    ----------------------------------------

                  SECTION 6.01. Indemnity and Subrogation. In addition to all
such rights of indemnity and subrogation as the Guarantors may have under
applicable law (but subject to Section 6.03), each Guarantor that is a Borrower
(a "Specified Borrower") agrees that (a) in the event a payment shall be made by
any Guarantor under this Agreement in respect of any Obligation of such
Specified Borrower that has been incurred by it as a Borrower, such Specified
Borrower shall indemnify such Guarantor for the full amount of such payment and
such Guarantor shall be subrogated to the rights of the person to whom such
payment shall have been


                                      -25-



made to the extent of such payment and (b) in the event any assets of any
Guarantor shall be sold pursuant to this Agreement or any other Security
Document to satisfy in whole or in part an Obligation of a Specified Borrower
that has been incurred by it as a Borrower, such Specified Borrower shall
indemnify such Guarantor in an amount equal to the greater of the book value or
the fair market value of the assets so sold.

                  SECTION 6.02. Contribution and Subrogation. Each Guarantor (a
"Contributing Guarantor") agrees (subject to Section 6.03) that, in the event a
payment shall be made by any other Guarantor hereunder in respect of any
Obligation or assets of any other Guarantor shall be sold pursuant to any
Security Document to satisfy any Obligation and such other Guarantor (the
"Claiming Guarantor") shall not have been fully indemnified by the Borrower of
such Obligation as provided in Section 6.01 or otherwise, the Contributing
Guarantor shall indemnify the Claiming Guarantor in an amount equal to the
amount of such payment or the greater of the book value or the fair market value
of such assets, as applicable, in each case multiplied by a fraction of which
the numerator shall be the net worth of such Contributing Guarantor on the date
hereof and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a party
hereto pursuant to Section 7.16, the date of the supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a
Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the
rights of such Claiming Guarantor under Section 6.01 to the extent of such
payment.

                  SECTION 6.03. Subordination. (a) Notwithstanding any provision
of this Agreement to the contrary, all rights of the Guarantors under Sections
6.01 and 6.02 and all other rights of indemnity, contribution or subrogation of
the Guarantor under applicable law or otherwise shall be fully subordinated to
the indefeasible payment in full in cash of the Obligations. No failure on the
part of any Borrower or any Guarantor to make the payments required by Sections
6.01 and 6.02 (or any other payments required under applicable law or otherwise)
shall in any respect limit the obligations and liabilities of any Guarantor with
respect to its obligations hereunder, and each Guarantor shall remain liable for
the full amount of the obligations of such Guarantor hereunder.

                  (b) Each Guarantor hereby agrees that all Indebtedness and
other monetary obligations owed by it to any other Guarantor or any Subsidiary
shall be subordinated to the indefeasible payment in full in cash of the
Obligations in the manner set forth in Exhibit H to the Credit Agreement.

                                  ARTICLE VII.

                                  Miscellaneous
                                  -------------

                  SECTION 7.01. Notices. All communications and notices
hereunder shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Party shall be given to
it in care of the Term Borrower, with such notice to be given as provided in
Section 9.01 of the Credit Agreement.


                                      -26-


                  SECTION 7.02. Security Interest Absolute. All rights of the
Collateral Agent hereunder, the Security Interest, the security interest in the
Pledged Collateral and all obligations of each Guarantor hereunder shall be
absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement
with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument, (c) any
exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations or (d) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Guarantor in respect of the Obligations or this Agreement.

SECTION 7.03.     [Reserved].
                  ----------

                  SECTION 7.04. Binding Effect; Several Agreement. This
Agreement shall become effective as to any party to this Agreement when a
counterpart hereof executed on behalf of such party shall have been delivered to
the Administrative Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such party
and the Collateral Agent and their respective permitted successors and assigns,
and shall inure to the benefit of such party, the Collateral Agent and the other
Secured Parties and their respective permitted successors and assigns, except
that no party shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any such
assignment or transfer shall be void) except as expressly contemplated by this
Agreement or the Credit Agreement. This Agreement shall be construed as a
separate agreement with respect to each party and may be amended, modified,
supplemented, waived or released with respect to any party without the approval
of any other party and without affecting the obligations of any other party
hereunder.

                  SECTION 7.05. Successors and Assigns. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of any Guarantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective permitted successors and assigns.

                  SECTION 7.06. Collateral Agent's Fees and Expenses;
Indemnification. (a) The parties hereto agree that the Collateral Agent shall be
entitled to reimbursement of its expenses incurred hereunder as provided in
Section 9.05 of the Credit Agreement.

                  (b) Without limitation of its indemnification obligations
under the other Loan Documents, each Guarantor jointly and severally agrees to
indemnify the Collateral Agent and the other Indemnitees (as defined in Section
9.05 of the Credit Agreement) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of,
(i) the execution, delivery or performance of this Agreement or any other Loan
Document or any agreement or


                                      -27-


instrument contemplated hereby or thereby, the performance by the parties hereto
and thereto of their respective obligations thereunder or the consummation of
the Transactions and other transactions contemplated hereby, (ii) the use of
proceeds of the Loans or the use of any Letter of Credit or (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing, or to
the Collateral, whether or not any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses result primarily
from the gross negligence or willful misconduct of such Indemnitee (treating for
the purposes of this Section 7.06(b) only any Secured Party and its Related
Parties as a single Indemnitee).

                  (c) Any such amounts payable as provided hereunder shall be
additional Obligations hereunder. The provisions of this Section 7.06 shall
remain operative and in full force and effect regardless of the termination of
this Agreement or any other Loan Document, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 7.06 shall be
payable on written demand therefor (accompanied by a reasonably detailed
computation of the amounts to be paid).

                  SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact.
Each Guarantor hereby appoints the Collateral Agent the attorney-in-fact of such
Guarantor for the purpose, during the continuance of an Event of Default, of
carrying out the provisions of this Agreement and taking any action and
executing any instrument that the Collateral Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing,
the Collateral Agent shall have the right, upon the occurrence and during the
continuance of a Noticed Event of Default, with full power of substitution
either in the Collateral Agent's name or in the name of such Guarantor, (a) to
receive, endorse, assign or deliver any and all notes, acceptances, checks,
drafts, money orders or other evidences of payment relating to the Collateral or
any part thereof; (b) to demand, collect, receive payment of, give receipt for
and give discharges and releases of all or any of the Collateral; (c) to ask
for, demand, sue for, collect, receive and give acquittance for any and all
moneys due or to become due under and by virtue of any Collateral; (d) to sign
the name of any Guarantor on any invoice or bill of lading relating to any of
the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f)
to commence and prosecute any and all suits, actions or proceedings at law or in
equity in any court of competent jurisdiction to collect or otherwise realize on
all or any of the Collateral or to enforce any rights in respect of any
Collateral; (g) to settle, compromise, compound, adjust or defend any actions,
suits or proceedings relating to all or any of the Collateral; (h) to notify, or
to require any Guarantor to notify, Account Debtors to make payment directly to
the Collateral Agent; and (i) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Collateral,
and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Collateral Agent were the
absolute owner of the Collateral for all purposes; provided, that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent to
make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Collateral Agent, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof
or the moneys due or to become due in respect thereof or any property covered
thereby. The Collateral


                                      -28-


Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them
herein, and neither they nor their officers, directors, employees or agents
shall be responsible to any Guarantor for any act or failure to act hereunder,
except for their own gross negligence or willful misconduct.

                  SECTION 7.08. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 7.09. Waivers; Amendment. (a) No failure or delay by
the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender
in exercising any right, power or remedy hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy, or any abandonment or
discontinuance of steps to enforce such a right, power or remedy, preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The rights, powers and remedies of the Administrative Agent, the
Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights, powers or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section 7.09, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or the issuance of a Letter of
Credit shall not be construed as a waiver of any Default or Event of Default,
regardless of whether the Administrative Agent, the Collateral Agent, any Lender
or any Issuing Bank may have had notice or knowledge of such Default or Event of
Default at the time. No notice or demand on any Loan Party in any case shall
entitle any Loan Party to any other or further notice or demand in similar or
other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and the Loan Party or Loan Parties
with respect to which such waiver, amendment or modification is to apply (or, at
its election and after the Restructuring Date, by the Term Borrower on behalf of
all such Loan Parties), subject to any consent required in accordance with
Section 9.08 of the Credit Agreement.

                  SECTION 7.10. 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 OR ANY OTHER LOAN DOCUMENTS.
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


                                      -29-



INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 7.10.

                  SECTION 7.11. Severability. In the event any one or more of
the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. 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 7.12. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 7.04. Delivery of an executed counterpart to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed original.

                  SECTION 7.13. Headings. Article and Section headings and the
Table of Contents used herein 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 7.14. Jurisdiction; Consent to Service of Process. (a)
Each party to this Agreement 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 any other Loan Documents, 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 of the parties
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 the Administrative Agent, the Collateral Agent, any Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any Guarantor, or its properties,
in the courts of any jurisdiction.

                  (b) Each party to this Agreement 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 or
any other Loan Document in any New York State or federal court. Each of the
parties 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.

                  (c) Each Guarantor not a party to the Credit Agreement hereby
appoints BCP Crystal US Holdings Corp. at 345 Park Avenue, New York, NY as its
agent for service of


                                      -30-


process, such appointment to be on the same basis as set forth in Section
9.15(c) of the Credit Agreement.

                  SECTION 7.15. Termination or Release. (a) This Agreement, the
guarantees made herein, the Security Interest and all other security interests
granted hereby shall terminate on the first date when all the Obligations have
been indefeasibly paid in full in cash and the Lenders have no further
commitment to lend under the Credit Agreement, the Revolving L/C Exposure and CL
Exposure each has been reduced to zero and each Issuing Bank has no further
obligations to issue Letters of Credit under the Credit Agreement.

                  (b) A Subsidiary Party shall automatically be released from
its obligations hereunder and the security interests in the Collateral of such
Subsidiary Party shall be automatically released upon the consummation of any
transaction permitted by the Credit Agreement as a result of which such
Subsidiary Party ceases to be a Subsidiary of CAC (or after the Restructuring
Date, of the Term Borrower); provided that the Required Lenders shall have
consented to such transaction (to the extent such consent is required by the
Credit Agreement) and the terms of such consent did not provide otherwise.

                  (c) Upon any sale or other transfer by any Guarantor of any
Collateral that is permitted under the Credit Agreement to any person that is
not a Guarantor, or upon the effectiveness of any written consent to the release
of the security interest granted hereby in any Collateral pursuant to Section
9.08 of the Credit Agreement, the security interest in such Collateral shall be
automatically released.

                  (d) In connection with any termination or release pursuant to
paragraph (a), (b) or (c) of this Section 7.15, the Collateral Agent shall
execute and deliver to any Guarantor, at such Guarantor's expense, all documents
that such Guarantor shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this Section 7.15
shall be without recourse to or warranty by the Collateral Agent.

                  SECTION 7.16. Additional Parties. On the Restructuring Date,
the Term Borrower shall become a party hereto as a Guarantor. On the date
occurring after the Closing Date on which a Person first becomes a Domestic
Subsidiary, such Person shall, to the extent required by Section 5.10 of the
Credit Agreement, become a party hereto as a Guarantor. Upon execution and
delivery by the Collateral Agent and any such Person of a Supplement, such
Person shall become a Guarantor hereunder with the same force and effect as if
originally named as a Guarantor herein. The execution and delivery of a
Supplement shall not require the consent of any other party to this Agreement.
The rights and obligations of each party to this Agreement shall remain in full
force and effect notwithstanding the addition of any new party to this
Agreement.

                  SECTION 7.17. Right of Set-off. If an Event of Default shall
have occurred and be continuing, each Lender and each Issuing Bank is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set-off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or such Issuing Bank to or for the credit or the
account of any party to this Agreement against any of and all the obligations of
such party now or hereafter


                                      -31-


existing under this Agreement owed to such Lender or such Issuing Bank,
irrespective of whether or not such Lender or such Issuing Bank shall have made
any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section 7.17 are in addition to other
rights and remedies (including other rights of set-off) that such Lender or such
Issuing Bank may have.

                            [Signature Page Follows]


                                      -32-


              IN WITNESS WHEREOF, the pasties hereto have duly executed this
Agreement as of the day and year first above written.


                            CELANESE AMERICAS CORPORATION


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: Vice President-Finance, Principal
                                       Financial Officer & Treasurer


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                               Title: Vice President Law, Principal
                                      Executive Officer & Secretary


                            CELANESE ACETATE LLC


                            By: /s/ Tina Beier
                                ------------------------------------------
                                Title: Vice President & Controller


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            CELANESE CHEMICALS, INC.


                            By: /s/ Kris G. Radhakrishnan
                                ------------------------------------------
                                Title: Vice President & Controller


                            BY: /s/ Bruce A. Bennett
                                ------------------------------------------
                                Title: Vice President






                            CELANESE FIBERS OPERATIONS, LTD.


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                                Title: Vice President & Secretary


                            CELANESE HOLDINGS, INC.


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                                Title: Vice President & Principal Executive
                                       Officer


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            CELANESE INTERNATIONAL CORPORATION


                            By: William R. Massa
                                ------------------------------------------
                                Title: Vice President


                            By: /s/ D. Andrew Spathakis
                                ------------------------------------------
                                Title: Vice President & Assistant Secretary


                            CELANESE LTD. (Texas)


                            By: /s/ William R. Massa
                                ------------------------------------------
                                Title: Vice President, Celanese International
                                       Corporation, General Partner of
                                       Celanese Ltd.


                            By: /s/ D. Andrew Spathakis
                                ------------------------------------------
                                Title: Vice President & Assistant Secretary,
                                       Celanese International Corporation,
                                       General Partner of Celanese Ltd.





                            CELANESE OVERSEAS CORPORATION


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                                Title: Vice President & Principal Executive
                                       Officer


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            CELANESE PIPE LINE COMPANY (Texas)


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                                Title: Vice President & Secretary


                            By: /s/ D. Andrew Spathakis
                                ------------------------------------------
                                Title: Vice President & Assistant Secretary


                            CELTRAN, INC.


                            By: /s/  Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                                Title: Vice President & Secretary


                            CELWOOD INSURANCE COMPANY (Vermont)


                            By: /s/  Anja Siekmann
                                ------------------------------------------
                                Title: Vice President


                            By: /s/ Charles I. Hartsoe
                                ------------------------------------------
                                Title: Vice President



                            CNA FUNDING LLC


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: President


                            By: /s/ Judy H. Yip
                                ------------------------------------------
                                Title: Vice President


                            CNA HOLDINGS, INC.


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                               Title: Vice President-Law, Principal
                                      Executive Officer & Secretary


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: Vice President-Finance, Principal
                                       Financial Officer & Treasurer


                            FKAT LLC


                            By: /s/ Julie K. Chapin
                                ------------------------------------------
                                Title: Vice President & Principal Executive
                                       Officer


                            By: /s/ Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            TICONA CELSTRAN INC. (MN)


                            By: /s/ John R. Wardzel
                                ------------------------------------------
                                Title: Vice President & Principal Executive
                                       Officer


                            By: /s/  Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer




                            TICONA FORTRON INC.


                            By: /s/ John R. Wardzel
                                ------------------------------------------
                                Title: Vice President & Principal Executive
                                       Officer


                            By: /s/  Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            TICONA LLC


                            By: /s/ John R. Wardzel
                                ------------------------------------------
                                Title: Vice President & Principal Executive
                                       Officer


                            By: /s/  Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer


                            TICONA POLYMERS, INC.


                            By: /s/ John R. Wardzel
                                ------------------------------------------
                                Title: Vice President & Principal Executive
                                       Officer


                            By: /s/  Michael E. Grom
                                ------------------------------------------
                                Title: Vice President & Treasurer





                            DEUTSCHE BANK AG, NEW YORK BRANCH,
                                as Collateral Agent


                            By: /s/  Albert Fischetti
                                ------------------------------------------
                                Title: Director



                            By: /s/  David Mayhew
                                ------------------------------------------
                                Title: Director






                                                                   Schedule I to
                                                               the Guarantee and
                                                            Collateral Agreement


                               Subsidiary Parties









                                                                  Schedule II to
                                                               the Guarantee and
                                                            Collateral Agreement


                                EQUITY INTERESTS
                                ----------------



Number of Issuer                                          Number and Class of             Percentage of
  Certificate                 Registered Owner              Equity Interest            of Equity Interests
  -----------                 ----------------              ---------------            -------------------










                                 DEBT SECURITIES
                                 ---------------


Issuer                   Principal Amount               Date of Note                 Maturity Date
------                   ----------------               ------------                 -------------














                                                                 Schedule III to
                                                                   Guarantee and
                                                            Collateral Agreement


                     COPYRIGHTS OWNED BY [NAME OF Guarantor]
                     ---------------------------------------

[Make a separate page of Schedule III for each Guarantor and state if no
copyrights are owned. List in numerical order by Registration No.]

                          U.S. Copyright Registrations
                          ----------------------------

Title                               Reg. No.                              Author
-----                               --------                              ------









              Pending U.S. Copyright Applications for Registration
              ----------------------------------------------------



Title                         Author                        Class                     Date Filed
-----                         ------                        -----                     ----------

















                                                                 Schedule III to
                                                                   Guarantee and
                                                            Collateral Agreement


                      PATENTS OWNED BY [NAME OF Guarantor]
                      ------------------------------------

[Make a separate page of Schedule III for each Guarantor and state if no patents
are owned. List in numerical order by Patent No./Patent Application No.]

                            U.S. Patent Registrations
                            -------------------------

    Patent Numbers                                           Issue Date
    --------------                                           ----------



                            U.S. Patent Applications
                            ------------------------

    Patent Application No                                    Filing Date
    ---------------------                                    -----------









                                                                    Schedule III
                                                                to Guarantee and
                                                            Collateral Agreement



                     TRADEMARKS OWNED BY [NAME OF Guarantor]
                     ---------------------------------------

[Make a separate page of Schedule III for each Guarantor and state if no
trademarks are owned. List in numerical order by trademark
registration/application no.]

                          U.S. Trademark Registrations
                          ----------------------------



Mark                                        Reg. Date                           Reg. No.
----                                        ---------                           --------









                           U.S. Trademark Applications
                           ---------------------------


Mark                                        Filing Date                         Application No.
----                                        -----------                         ---------------












                                                                       Exhibit I
                                                                to Guarantee and
                                                            Collateral Agreement


                  SUPPLEMENT NO. __ dated as of            (this "Supplement"),
to the Guarantee and Collateral Agreement dated as of April 6, 2004 (the
"Collateral Agreement"), among CELANESE AMERICAS CORPORATION and the other
Guarantors party thereto and DEUTSCHE BANK AG, NEW YORK BRANCH as Collateral
Agent (in such capacity, the "Collateral Agent") for the Secured Parties (as
defined herein).

                  A. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Collateral
Agreement.

                  B. Section 7.16 of the Collateral Agreement provides that
additional Persons will become Guarantors under the Collateral Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Person (the "New Guarantor") is executing this Supplement to become
a Guarantor.

                  Accordingly, the Collateral Agent and the New Guarantor agree
as follows:

                  SECTION 1. In accordance with Section 7.16 of the Collateral
Agreement, the New Guarantor by its signature below becomes a Guarantor under
Collateral Agreement with the same force and effect as if originally named
therein as a Guarantor, and the New Guarantor hereby (a) agrees to all the terms
and provisions of the Collateral Agreement applicable to it as a Guarantor and
(b) represents and warrants that the representations and warranties made by it
as a Guarantor thereunder are true and correct, in all material respects, on and
as of the date hereof. In furtherance of the foregoing, the New Guarantor, as
security for the payment and performance in full of the Obligations, does hereby
create and grant to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, their successors and assigns, a security
interest in and Lien on all the New Guarantor's right, title and interest in and
to the Collateral of the New Guarantor. Each reference to a "Guarantor" in the
Guarantee and Collateral Agreement shall be deemed to include the New Guarantor.
The Collateral Agreement is hereby incorporated herein by reference.

                  SECTION 2. The New Guarantor represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms,
subject to (i) the effects of bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance or other similar laws affecting creditors'
rights generally, (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and (iii)
implied covenants of good faith and fair dealing.

                  SECTION 3. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract. This Supplement shall become
effective when (a) the Collateral Agent shall have received a counterpart of
this Supplement that bears the signature of the New Guarantor and (b) the
Collateral Agent has executed a counterpart hereof.




                  SECTION 4. The New Guarantor hereby represents and warrants
that (a) set forth on Schedule I attached hereto is a true and correct schedule
of the location of any and all Article 9 Collateral of the New Guarantor, (b)
set forth on Schedule II attached hereto is a true and correct schedule of all
the Pledged Securities of the New Guarantor and (c) set forth under its
signature hereto, is the true and correct legal name of the New Guarantor, its
jurisdiction of formation and the location of its chief executive office.

                  SECTION 5. Except as expressly supplemented hereby, the
Collateral Agreement shall remain in full force and effect.

                  SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 7. In the event any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Collateral Agreement shall not in any way
be affected or impaired thereby. 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 8. All communications and notices hereunder shall be
in writing and given as provided in Section 7.01 of the Collateral Agreement.

                  SECTION 9. The New Guarantor agrees to reimburse the
Collateral Agent for its reasonable out-of-pocket expenses in connection with
this Supplement, including the reasonable fees, disbursements and other charges
of counsel for the Collateral Agent.

                  IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent
have duly executed this Supplement to the Collateral Agreement as of the day and
year first above written.



                                      -2-





                                      [NAME OF NEW GUARANTOR]





                                      By:    __________________________________
                                             Name:
                                             Title:


                                        Legal Name:



                                        Jurisdiction of  Formation:



                                        Location of Chief Executive Office:



                                      DEUTSCHE BANK AG, NEW YORK BRANCH,
                                        as Collateral Agent





                                      By:    __________________________________
                                             Name:
                                             Title:




                                      By:    __________________________________
                                             Name:
                                             Title:


                                      -3-







                                                                   Schedule I to
                                                               Supplement No.___
                                                            to the Guarantee and
                                                            Collateral Agreement


                        LOCATION OF ARTICLE 9 COLLATERAL


         Description                                           Location
         -----------                                           --------









                                                                  Schedule II to
                                                               Supplement No. __
                                                            to the Guarantee and
                                                            Collateral Agreement


                     Pledged Securities of the New Guarantor
                     ---------------------------------------

                                EQUITY INTERESTS




Number of Issuer                                          Number and Class of             Percentage of
  Certificate                 Registered Owner              Equity Interest            of Equity Interests
  -----------                 ----------------              ---------------            -------------------













                                 DEBT SECURITIES




Issuer                   Principal Amount               Date of Note                 Maturity Date
------                   ----------------               ------------                 -------------







                                 OTHER PROPERTY