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                                                                    Exhibit 10.3

                              AMENDED AND RESTATED
                           COLLATERAL TRUST AGREEMENT

          This AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT dated as of
August 15, 2001 (this "Agreement") is by and among U.S. INDUSTRIES, INC.
(formerly known as USI, Inc.), a Delaware corporation ("USI"), USI GLOBAL
CORP., a Delaware corporation ("USI Global"), USI AMERICAN HOLDINGS, INC., a
Delaware corporation ("USI American"), USI Atlantic Corp. ("USI Atlantic");
USI, USI Global and USI American are each referred to herein, individually, as
a "Borrower", and, collectively, as the "Borrowers"), each Subsidiary of USI
that is listed on the signature pages hereof (together with the Borrowers,
each, individually, an "Initial Pledgor", and, collectively, the "Initial
Pledgors") and each other Subsidiary of USI that may hereafter become a party
to this Agreement pursuant to Section 9.15 hereof (each, together with the
Initial Pledgors, individually, a "Pledgor" and, collectively, the "Pledgors"),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, solely in its
capacity as corporate trustee and not in its individual capacity (together with
any successor corporate trustee appointed pursuant to Article 7 of the
Collateral Trust Agreement referred to below, the "Corporate Trustee"), and
DAVID A. VANASKEY, an individual residing in the State of Delaware, solely in
his capacity as individual trustee and not in his individual capacity (together
with any successor individual trustee appointed pursuant to Article 7 of the
Collateral Trust Agreement, the "Individual Trustee"; and, together with the
Corporate Trustee, the "Collateral Trustees"), the foregoing trustees being
trustees for the Equal and Ratable Benefit of the Secured Holders and their
respective Representatives.

          This Agreement amends and restates that certain Collateral Trust
Agreement dated as of April 30, 2001, as previously amended, by and among the
Initial Pledgors (other than the Rexair Obligors, as hereinafter defined) and
the Collateral Trustees. Capitalized terms used but not otherwise defined are
defined in Article I hereof.

                            PRELIMINARY STATEMENTS:

          (1) Simultaneously herewith, the Borrowers, through JUSI Holdings,
Inc. ("JUSI"), a wholly owned subsidiary, have acquired (the "Rexair
Acquisition") all outstanding capital stock of Rexair Holdings, Inc. ("Rexair
Holding") not owned by JUSI immediately prior to such acquisition, thereby
causing each of Rexair Holdings and its Subsidiary, Rexair, Inc. (the "Rexair
Obligors") to become a wholly owned Subsidiary of the Borrowers, and, in
connection therewith, the Borrowers have caused JUSI to deliver to the
Collateral Trustees as additional collateral hereunder 100% of the capital
stock of Rexair Holdings (as well as the 16% membership units of Strategic
Industries, LLC) owned by it, Rexair Holdings to deliver to the Collateral
Trustees as additional collateral hereunder 100% of the capital stock of
Rexair, Inc., and each of the Rexair Obligors to become parties as Pledgors to
the Pledge and Security Agreement (as defined below), this Agreement and
certain other Collateral Documents, each of the Rexair Obligors having executed
and delivered herewith a Security Agreement Supplement pursuant to Section
19(b) of the Pledge and Security Agreement and Section 9.15 hereof,
counterparts to the Pledge and Security Agreement and this Agreement, a
mortgage (by Rexair, Inc.) and certain other Collateral Documents in favor of
the Collateral Trustees for the Equal and Ratable Benefit of the Secured
Holders and their respective Representatives, and, as a result, the

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Rexair Obligors, as Pledgors, have granted a Lien upon substantially all of
their assets and properties (the "Rexair Collateral") in favor of the
Collateral Trustees in trust for the Equal and Ratable Benefit of the Secured
Holders and their respective Representatives, which Lien is a second priority
lien, subordinate to the preexisting Lien (the "Rexair Debt Lien") upon such
assets and properties granted in favor of the Rexair Collateral Agent for the
Equal and Ratable Benefit of the Rexair Creditor Parties and certain other
Persons pursuant to the Rexair Collateral Documents.

          (2) In connection with the Rexair Acquisition, the Pledgors, the
Credit Parties, the Agents, the Debt Coordinator and the Collateral Trustees
have entered into an Amendment, Restatement Agreement, General Provisions and
Intercreditor Agreement, dated as of even date herewith (as amended, amended
and restated, supplemented or otherwise modified from time to time, the "Master
Agreement") pursuant to which the following agreements and facilities have been
amended and are deemed restated, in pertinent part, as follows:

          (A) the revolving loan and other commitments of Bank of America,
     N.A., in its individual capacity (in such capacity, "BofA") under the
     Credit Agreement dated as of October 27, 2000, as previously amended (the
     "364-Day Credit Agreement"), among the Borrowers, Bank of America, N.A.,
     as administrative agent thereunder (in such capacity, the "364-Day Agent")
     and BofA, as the sole lender thereunder, have been terminated and are
     replaced by an increase in BofA's commitments under the USI Credit
     Agreement;

          (B) the Credit Agreement dated as of December 12, 1996, as previously
     amended (formerly referred to as the "5-Year Credit Agreement" and, as
     amended and restated by the Master Agreement, and as further amended,
     amended and restated, supplemented and otherwise modified from time to
     time, hereinafter referred to as the "USI Credit Agreement ") among the
     Borrowers, Bank of America, N.A., as administration agent thereunder (in
     such capacity, formerly referred to as the "5-Year Agent" and hereinafter
     referred to as the "USI Agent") and the banks from time to time parties
     thereto (together with the USI Agent, the "USI Credit Parties"), is
     amended and restated by the Master Agreement to, inter alia, increase the
     commitments of BofA thereunder by the amount of its terminated commitments
     under the 364-Day Credit Agreement and by an additional $30,000,000 to
     replace its also terminated commitment under a separate receivables
     purchase agreement with the Borrowers, to include among the "Obligations"
     (as defined in the USI Credit Agreement) the obligations of the Borrowers
     from time to time owing to individual USI Creditor Parties or their
     Affiliates in respect of deposit accounts maintained by the Borrowers or
     any of them with such Person that are subject to control agreements
     ("Controlled Deposit Accounts") in favor of the Collateral Trustees and/or
     in respect of automated clearinghouse and other cash management services
     ("Cash Management Services") provided to the Borrowers or any of them by
     such Person, to modify certain credit and other provisions thereof and to
     extend the maturity date thereunder to November 30, 2002 (as the same may
     be modified by agreement among the Credit Parties, the "Maturity Date");

          (C) the Credit Agreement dated as of March 24, 2000 (as previously
     amended, and as amended and restated by the Master Agreement, and as
     further


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     amended, amended and restated, supplemented and otherwise modified from
     time to time, hereinafter referred to as the "Rexair Credit Agreement ")
     among the Rexair Obligors, the Rexair Agent and the lenders from time to
     time parties thereto (together with the Rexair Agent, the "Rexair Credit
     Parties") is amended and restated by the Master Agreement to, inter alia,
     include among the "Obligations" (as defined in the Rexair Credit
     Agreement) the obligations of the Rexair Obligors from time to time owing
     to individual Rexair Credit Parties or their Affiliates in respect of
     Controlled Deposit Accounts maintained by the Rexair Obligors or any of
     them with such Person in favor of the Collateral Agent (as defined in the
     Rexair Credit Agreement) or the Collateral Trustees and/or in respect of
     any Cash Management Services provided to the Rexair Obligors or any of
     them by such Person, to modify certain credit and other provisions of
     thereof and to align the maturity date thereunder with the Maturity Date
     of the USI Credit Agreement;

          (D) the Guaranty dated as of March 24, 2000, (as previously amended,
     as amended and restated by the Master Agreement and as hereafter further
     amended, amended and restated, supplemented or otherwise modified, the
     "Rexair Guaranty") by USI and USI Global in favor of the Rexair Credit
     Parties is amended and restated to reaffirm and restate the guaranty
     thereunder of the obligations of the Rexair Obligors to the Rexair Credit
     Parties and certain related Persons and to further commit the Borrowers to
     directly assume such obligations as direct obligations to the extent not
     otherwise paid in full upon any future disposition of the Rexair Obligors
     or all or substantially all of their assets; and

          (E) the reimbursement and other obligations of the Borrowers to
     certain USI Credit Parties that are the issuers (each, an "Independent L/C
     Issuer") of the letters of credit and bankers' acceptances listed on
     Schedule II to the Master Agreement (together with any roll-overs,
     extensions, renewals and replacements thereof, or other permitted letters
     of credit and bankers' acceptances from time to time issued by any of the
     Independent L/C Issuers, but not issued under the USI Credit Agreement,
     the "Independent L/Cs"), are made subject to new committed letter of
     credit facilities of the Independent L/C Issuers under the Master
     Agreement (the "Independent L/C Commitments"), which commitments and
     related reimbursement and other obligations are made subject to the credit
     and other provisions of the Master Agreement and such commitments are to
     terminate on the Maturity Date.

          (3) USI, USI Global and USI American, as issuers, and USI Atlantic,
as guarantor, are obligors (the "Note Obligors") with respect to (i) those
certain 7-1/4% Senior Notes due December 1, 2006 (as amended, supplemented or
otherwise modified and in effect on the date hereof and as the same may
hereafter be further amended, modified, extended, renewed, replaced, restated
or supplemented from time to time pursuant to the terms thereof, the "7-1/4%
Notes"), issued pursuant to that certain Indenture, dated as of December 12,
1996 (as amended, supplemented or otherwise modified and in effect on the date
hereof and as the same may hereafter be further amended, modified, extended,
renewed, replaced, restated or supplemented from time to time pursuant to the
terms thereof, the "7-1/4% Note Indenture"), and (ii) those certain 7-1/8%
Senior Notes due October 15, 2003 (as amended, supplemented or otherwise


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modified and in effect on the date hereof and as the same may hereafter be
further amended, modified, extended, renewed, replaced, restated or
supplemented from time to time pursuant to the terms thereof, the "7-1/8% Notes"
and, together with the 7-1/4% Notes, the "Notes"), issued pursuant to that
certain Indenture, dated as of October 27, 1998 (as amended, supplemented or
otherwise modified and in effect on the date hereof and as the same may
hereafter be further amended, modified, extended, renewed, replaced, restated
or supplemented from time to time pursuant to the terms thereof, the "7-1/8%
Notes Indenture" and, together with the 7-1/4% Note Indenture, the "Note
Indentures").

          (4) Pursuant to the Credit Agreements, the Master Agreement, this
Agreement and the other Collateral Documents, each Borrower and Rexair Obligor
has agreed, subject to Paragraph (5) immediately below, (i) to grant to the
Collateral Trustees for the Equal and Ratable Benefit of the Representatives
and the other Secured Holders, pursuant to the Collateral Documents, Liens on
all or substantially all of such Borrower's or Rexair Obligor's assets and
property from time to time owned by it and (ii) to cause its domestic
Subsidiaries to grant to the Collateral Trustees for the Equal and Ratable
Benefit of the Secured Holders and their respective Representatives, pursuant
to the Collateral Documents, Liens on all or substantially all of such
Subsidiary's assets and property from time to time owned by it.

          (5) Pursuant to the Indenture Lien Restrictions (as defined below) of
each of the Notes Indentures, each Borrower has agreed not to incur, and not to
permit its Restricted Subsidiaries (as defined in the Note Indentures) to
incur, certain Liens (as therein defined) upon any of its property or assets to
secure certain Debt (as therein defined) without making effective provision
whereby the obligations under the Notes shall be secured equally and ratably
with the Debt (so defined) secured by such Liens (so defined) for so long as
such Debt shall be so secured. This Agreement and the other Collateral
Documents are intended to secure the Notes solely to the extent required to
comply with the Indenture Lien Restrictions, and the Collateral Trustees have
agreed to undertake the rights, powers, duties and responsibilities set forth
in this Agreement and the other Collateral Documents in order to effect such
purpose.

          (6) In connection herewith, and pursuant to the Master Agreement, the
Pledgors, the Debt Coordinator, the Agents, the other Credit Parties and the
Collateral Trustees have entered into an Amended and Restated Pledge and
Security Agreement dated as of even date herewith, amending and restating that
certain Pledge and Security Agreement dated as of April 30, 2001, as previously
amended (as so amended and restated, and as hereafter amended, amended and
restated, supplemented or otherwise modified, the "Pledge and Security
Agreement"), to provide for and give further effect to the purposes of the
Master Agreement and this Agreement.

          NOW, THEREFORE, in consideration of the premises of, and in order to
induce the Credit Parties to continue to extend credit to the Borrowers under,
the Credit Agreements, the Credit Documents and the Master Agreement, each
Pledgor hereby agrees with the Collateral Trustees for its benefit and Equal
and Ratable Benefit of the Secured Holders and their respective
Representatives, as follows:


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                                   ARTICLE I
                                  DEFINITIONS

          SECTION 1.01. Certain Defined Terms. The following terms shall have
the following meanings as used herein (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

          "Actionable Default" has the meaning specified in Section 4.01.

          "Actionable Default Notice" has the meaning specified in Section
4.01.

          "Additional Collateral" has the meaning specified in Section 2.01.

          "Affiliate" has the meaning specified in the Credit Agreements.

          "Agents" has the meaning specified in the Master Agreement.

          "Agreement Value" means, for each Secured Hedge Agreement, on any
date of determination, an amount determined by the Representative for the Hedge
Bank party to such Secured Hedge Agreement equal to: (a) in the case of a
Secured Hedge Agreement documented pursuant to the Master Agreement
(Multicurrency-Cross Border) published by the International Swap and
Derivatives Association, Inc. (the "Master Agreement"), the amount, if any,
that would be payable by such Hedge Bank to its counterparty to such Secured
Hedge Agreement, as if (i) such Secured Hedge Agreement was being terminated
early on such date of determination, (ii) such Hedge Bank was the sole
"Affected Party", and (iii) such Representative was the sole party determining
such payment amount (with such Representative making such determination
pursuant to the provisions of the form of Master Agreement); or (b) in the case
of a Secured Hedge Agreement traded on an exchange, the mark-to-market value of
such Secured Hedge Agreement, which will be the unrealized loss on such Secured
Hedge Agreement to such Hedge Bank determined by such Representative based on
the settlement price of such Secured Hedge Agreement on such date of
determination, or (c) in all other cases, the mark-to-market value of such
Secured Hedge Agreement, which will be the unrealized loss on such Secured
Hedge Agreement to such Hedge Bank determined by such Representative as the
amount, if any, by which (i) the present value of the future cash flows to be
paid by such Hedge Bank exceeds (ii) the present value of the future cash flows
to be received by such Hedge Bank pursuant to such Secured Hedge Agreement;
capitalized terms used and not otherwise defined in this definition shall have
the respective meanings set forth in the above-described Master Agreement.

          "Authorized Officer" means the Chairman, the President, any Vice
President, the Secretary or the Treasurer of a Person or any other officer
designated as an "Authorized Officer" by the Board of Directors (or equivalent
governing body) of such Person.

          "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy", as amended from time to time.

          "Borrowers" has the meaning specified in the recitals to this
Agreement.


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          "Business Day" means a day of the year on which banks are not
required or authorized by law to close in New York City or the city in which
the Corporate Trustee maintains its corporate trust office.

          "Cash Equivalents" has the meaning specified in the Master Agreement.

          "Cash Management Services" has the meaning specified in the
Preliminary Statements.

          "Cash Management Services Bank" means any USI Credit Party or Rexair
Credit Party that provides Cash Management Services to the Borrowers or the
Rexair Obligors, and their respective Subsidiaries.

          "Collateral" means, collectively, all of the "Collateral" (as defined
in the Pledge and Security Agreement), all of the Additional Collateral and all
Successor Collateral.

          "Collateral Account " has the meaning specified in Section 3.01.

          "Collateral Documents" means this Agreement, the Pledge and Security
Agreement and each mortgage, security agreement, financing statement and other
agreement, instrument or document purporting to create, evidence or record any
of the Collateral, and each of the Successor Collateral Documents.

          "Collateral Trust Estate" means all of the right, title and interest
of the Collateral Trustees, whether now owned or hereafter acquired, in and to
the Collateral.

          "Collateral Trustees" has the meaning specified in the recital of
parties to this Agreement.

          "Collateral Trustees' Fees" means the fees and other amounts payable
to the Collateral Trustees pursuant to Sections 6.03, 6.04 and 6.05, and
amounts claimed and unpaid pursuant to Section 6.06.

          "Controlled Deposit Accounts" has the meaning specified in the
Preliminary Statements.

          "Controlled Deposit Account Bank" means a USI Credit Party or a
Rexair Credit Party at which one or more Controlled Deposit Accounts are
maintained.

          "Corporate Trustee" has the meaning specified in the recitals to this
Agreement.

          "Credit Agreements" has the meaning specified in the Preliminary
Statements.

          "Credit Documents" has the meaning specified in the Master Agreement.

          "Credit Parties" means the USI Credit Parties and Rexair Credit
Parties and includes, as applicable, each such Person and any of its Affiliates
in the capacity of Independent L/C Issuer, Hedge Bank, Controlled Deposit Bank
or Cash Management Services Back.


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          "Debt Coordinator" means the Debt Coordinator under, and as defined
in, the Master Agreement.

          "Defaulted Agreement Party" has the meaning specified in Section
4.01.

          "Distribution Date" has the meaning specified in Section 5.01.

          "Effective Date" has the meaning specified in the Master Agreement.

          "Equal and Ratable Benefit" means, with respect to any of the
Collateral or any rights to share in any proceeds thereof, the equal and
ratable interest therein and rights in respect thereof solely of those Secured
Holders holding any interest therein or rights thereto in accordance with the
terms of the Master Agreement, this Agreement and other Collateral Documents
based on their respective pro rata shares of the Total Principal Exposure of
only those Secured Holders. For example, (i) only the Credit Parties, and not
any of the Note Holders, would have the Equal and Ratable Benefit of any Lien
created under the Collateral Documents in any assets of the Pledgors not
subject to the Indenture Lien Restrictions of the Note Indentures, and (ii) so
long as any Rexair Bank Exposure remains outstanding, the Lien hereunder in
favor of the Collateral Trustees for the Equal and Ratable benefit of the
Secured Holders and their respective Representatives upon any of the Rexair
Collateral shall be junior and subordinate to the Lien in favor of the Rexair
Collateral Agent for the Equal and Ratable Benefit of the Rexair Credit Parties
pursuant to the Rexair Collateral Documents.

          "Agent" and "Agents" mean, individually and collectively, Bank of
America, N.A., in its capacities as administrative agent under each or all of
the Credit Agreements, and as Rexair Collateral Agent

          "Governmental Authority" has the meaning specified in the Credit
Agreements.

          "Hedge Banks" means any Credit Party or Affiliate of a Credit Party
that has entered into a Secured Hedge Agreement.

          "Indenture Lien Restrictions" means the provisions set forth in the
"Limitation of Liens" sections of each of the Note Indentures.

          "Independent L/C" has the meaning specified in the Master Agreement.

          "Independent L/C Commitment" has the meaning specified in the Master
Agreement.

          "Independent L/C Issuer" has the meaning specified in the Master
Agreement.

          "Individual Trustee" has the meaning specified in the recital to this
Agreement.

          "Initial Pledgor" has the meaning specified in the recitals to this
Agreement.

          "Lien" has the meaning specified in the Master Agreement.


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          "Moody's" means Moody's Investors Service, Inc.

          "Notes" means, individually and collectively, the 7-1/4% Notes and the
7-1/4% Notes.

          "Note Holders" means, individually and collectively, the 7-1/4% Note
Holders and the 7-1/4% Note Holders.

          "Note Indentures" means, individually and collectively, the 7-1/4%
Note Indentures and the 7-1/4% Note Indentures.

          "Note Obligors" has the meaning specified in the Preliminary
Statements.

          "Permitted Liens" has the meaning specified in the Master Agreement.

          "Person" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

          "Pledge and Security Agreement" has the meaning specified in the
preliminary Statements.

          "Pledgors" has the meaning specified in the recitals of parties to
this Agreement.

          "Representatives" means, at any time, collectively, (a) the Debt
Coordinator, as representative of the Credit Parties, (b) the 7-1/4% Notes
Trustee, as the representative of the 7-1/4% Note Holders at such time, and (c)
the 7-1/8% Notes Trustee, as representative of the 7-1/8% Note Holders at such
time. For all purposes of this Agreement, the USI Agent will be the
Representative for all Hedge Banks, Independent L/C Issuers, Controlled Deposit
Account Banks and Cash Management Services Banks.

          "Required Representatives" means (a) at any time that no Actionable
Default has occurred or is continuing, the Debt Coordinator, acting with the
consent or at the direction of the Steering Committee Majority (as defined in
the Master Agreement) or with the consent or at the direction of the Majority
Banks (as defined in the Master Agreement) or (b) at any time that an
Actionable Default has occurred and is continuing, the Representative or
Representatives, on behalf the Secured Holders that own or hold more than 50%
of the Total Principal Exposure of all the Secured Holders, taken as a whole,
at such time; provided, however, that amounts held at such time by the
Collateral Trustees on behalf of a Representative and such Representative's
Secured Holders in an account of the Corporate Trustee established at the
request of such Representative pursuant to Section 5.02 hereof shall be deemed
to have been applied to repay the Secured Obligations of such Secured Holders
whether or not such amount has been so applied.

          "Master Agreement" has the meaning specified in the Preliminary
Statements.

          "Rexair Acquisition" has the meaning specified in the Preliminary
Statements.

          "Rexair Agent" has the meaning specified in the Master Agreement.


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          "Rexair Collateral" has the meaning specified in the Master
Agreement.

          "Rexair Collateral Documents" has the meaning specified in the Master
Agreement.

          "Rexair Collateral Proceeds" has the meaning specified in the Master
Agreement.

          "Rexair Credit Agreement " has the meaning specified in the
Preliminary Statements.

          "Rexair Credit Parties" means the Rexair Agent and the Rexair Bank as
defined in the Master Agreement.

          "Rexair Guaranty" has the meaning specified in the Preliminary
Statements.

          "Rexair Obligors" means each of Rexair Holdings, Inc. and Rexair,
Inc.

          "Secured Agreements" means, collectively, the Master Agreement, the
USI Credit Agreement, the Rexair Guaranty, each of the Note Indentures, each
Secured L/C Reimbursement Agreement, each Secured Hedge Agreement, each
Controlled Deposit Account Agreement and each Cash Management Services
Agreement, and each agreement or instrument delivered by any of the Pledgors
pursuant thereto (including, without limitation, the Collateral Documents), as
the same may be amended, amended and restated, supplemented or otherwise
modified from time to time in accordance with the provisions thereof.

          "Secured Hedge Agreement" means any hedge agreement required or
permitted under the Credit Agreements that is entered into by and between a
Credit Party or its Affiliates and any Hedge Bank, including, without
limitation, each Interest Rate Protection Agreement and other Hedging
Agreement, as defined in the USI Credit Agreement and the Rexair Credit
Agreement.

          "Secured Holders" means, at any time, the Credit Parties, the 7-1/4%
Note Holders and the 7-1/8 Note Holders at such time.

          "Secured L/C Reimbursement Agreement" means the obligation of a
Pledgor (i) to reimburse an L/C Credit Party for amounts heretofore or
hereafter paid by such Independent L/C Issuer under or in respect of any
Independent L/C and (ii) to pay other amounts in connection therewith, in
either case, subject to the terms of the Master Agreement.

          "Secured Obligations" means, at any time, any and all Obligations (as
defined in the Master Agreement), whether matured or unmatured, contingent or
liquidated, of each of the Pledgors to the Credit Parties or the Note Holders
and their respective Representative now existing or hereafter arising under,
evidenced by or in respect of any of the Secured Agreements, whether for
principal, expenses, premiums, indemnities, fees or other amounts, whether or
not such Obligations are due and payable at such time. For purposes of
determining the "Required Representatives" on any date, the aggregate amount of
outstanding Secured Obligations represented by each Representative on such date
shall include:


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          (a) in the case of the Secured Obligations of Secured Holders
represented by the Debt Coordinator the then Total Principal Exposure of all
Credit Parties under all Secured Agreements;

          (b) in the case of Secured Obligations of Secured Holders represented
by the 7-1/8% Notes Trustee under the 7-1/8% Notes Indenture, the Total
Principal Exposure then outstanding under the 7-1/8% Notes; and

          (c) in the case of the Secured Obligations of Secured Holders
represented by the 7-1/4% Notes Trustee under the 7-1/4% Notes Indenture, the
Total Principal Exposure then outstanding under 7-1/4% Notes.

          "7-1/8% Note Holders" means, at any time, the registered holders of
the 7-1/8% Notes issued under the 7-1/8% Notes Indenture at such time.

          "7-1/8% Notes" has the meaning specified in the Preliminary
Statements.

          "7-1/8% Notes Indenture" has the meaning specified in the Preliminary
Statements.

          "7-1/8% Notes Trustee" means Bank One Trust Company, N.A. (successor
in interest to The First National Bank of Chicago), as Trustee for the 7-1/8%
Note Holders, and any successor trustee for the 7-1/8% Note Holders appointed
under the 7-1/8% Notes Indenture.

          "7-1/4% Notes" has the meaning specified in the Preliminary
Statements.

          "7-1/4% Note Holders" means, at any time, the registered holders of
the 7-1/4% Notes issued under the 7-1/4% Notes Indenture at such time.

          "7-1/4% Notes Indenture" has the meaning specified in the Preliminary
Statements.

          "7-1/4% Notes Trustee" means Wells Fargo Bank Minnesota, National
Association (or its successor in interest), as Trustee for the 7-1/4% Note
Holders, and any successor trustee for the 7-1/4% Note Holders appointed under
the 7-1/4% Notes Indenture.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

          "Steering Committee" means the Steering Committee under, and as
defined in, the Master Agreement.

          "Subsidiary" has the meaning specified in the Master Agreement.

          "Successor Collateral" means, with respect to each Pledgor, any
property and assets of such Pledgor (or any of its successors and assigns) as
such Pledgor (or any such successor or any such assign) may, from time to time,
upon notice to the Collateral Trustees, pursuant to the Credit Agreements or
otherwise, grant to the Collateral Trustees as additional


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collateral (in addition to the Additional Collateral) for their benefit and in
trust for the Equal and Ratable Benefit of the Representatives, on their behalf
and on behalf of the Secured Holders.

          "Successor Collateral Documents" means each mortgage, security
agreement, financing statement and other agreement, instrument or document
purporting to create, evidence or record, or otherwise relating to, any of the
Successor Collateral.

          "364-Day Agent" has the meaning specified in the Master Agreement.

          "364-Day Credit Agreement" has the meaning specified in the
Preliminary Statements.

          "Total Principal Exposure" has the meaning specified in the Master
Agreement.

          "Unrestricted Secured Holders" means, at any time, the Credit Parties
at such time.

          "Unrestricted Subsidiary Pledgors" means, at any time, any Subsidiary
that is an Unrestricted Subsidiary under the terms of the 7-1/4% Notes
Indenture and the 7-1/8% Notes Indenture.

          "Unrestricted Subsidiary Pledgors Proceeds" means any proceeds from
the sale or other disposition of any Collateral belonging to any Unrestricted
Subsidiary Pledgor.

          "USI" has the meaning specified in the recitals of parties to this
Agreement.

          "USI Agent" has the meaning specified in the Master Agreement.

          "USI American" has the meaning specified in the recitals of parties
to this Agreement.

          "USI Atlantic" has the meaning specified in the recitals of parties
to this Agreement.

          "USI Credit Agreement" has the meaning specified in the Preliminary
Statements

          "USI Credit Parties" has the meaning specified in the recitals to
this Agreement.

          "USI Global" has the meaning specified in the recitals of parties to
this Agreement.

          SECTION 1.02. Certain References. In this Agreement, the words
"hereof", "herein" and "hereunder", and words of similar import, shall refer to
this Agreement as a whole and not to any particular provision of this
Agreement. All section, schedule and exhibit references set forth in this
Agreement are, unless otherwise specified, references to such section in, or
schedule or exhibit to, this Agreement.


                                      11
<PAGE>


                                  ARTICLE II
                CONFIRMATION AND CREATION OF SECURITY INTERESTS

          SECTION 2.01. Collateral Trust Estate. Each Pledgor hereby confirms
that, pursuant to the terms of the Pledge and Security Agreement, such Pledgor
has pledged and assigned to the Collateral Trustees for their benefit and in
trust for the Equal and Ratable Benefit of the Secured Holders and their
respective Representatives, and has granted the Collateral Trustees for their
benefit and in trust for the Equal and Ratable Benefit of the Secured Holders
and their respective Representatives a lien on and security interest in, the
Collateral described therein. Each Pledgor hereby further pledges and assigns
to the Collateral Trustees for their benefit and in trust for the Equal and
Ratable Benefit of the Secured Holders and their respective Representatives,
and hereby grants to the Collateral Trustees for their benefit and in trust for
the Equal and Ratable Benefit of the Secured Holders and their respective
Representatives, a lien on and security interest in, the following
(collectively, together with any Successor Collateral, the "Additional
Collateral"):

          (i) the Collateral Account established pursuant to Section 3.01(a)
     with the Corporate Trustee at its offices at its corporate trust
     department in the State of Delaware and is, and shall at all times remain,
     under the sole dominion and control of the Corporate Trustee, all funds
     held therein and all certificates and instruments, if any, from time to
     time representing each Collateral Account;

          (ii) all Cash Equivalents held in the Collateral Account from time to
     time and all certificates and instruments, if any, from time to time
     representing or evidencing such Cash Equivalents;

          (iii) all promissory notes, certificates of deposit, deposit
     accounts, checks and other instruments from time to time delivered to or
     otherwise possessed by the Collateral Trustees for or on behalf of such
     Pledgor in substitution for or in addition to any or all of the then
     existing Additional Collateral;

          (iv) all interest, income, dividends, instruments and other property
     and assets from time to time received, receivable or otherwise distributed
     in respect of or in exchange for any or all of the then existing
     Additional Collateral referred to in clauses (i) through (iii) of this
     Section 2.01(a); and

          (v) all proceeds of any and all of the foregoing Additional
     Collateral (including, without limitation, proceeds that constitute
     property and assets of the types described in clauses (i) through (iv) of
     this Section 2.01(a)) and, to the extent not otherwise included, all (A)
     payments under any indemnity, warranty or guaranty payable with respect
     (and all supporting obligations relating) to any of the foregoing
     Additional Collateral, and (B) cash.

          SECTION 2.02. Security for Secured Obligations. (a) Subject to
subsection (b) of this Section 2.02, all of the right, title and interest of
the Collateral Trustees in and to the


                                      12
<PAGE>


Collateral Trust Estate secures the payment of all of the Secured Obligations
now or hereafter existing under or in respect of the Secured Agreements and the
performance of, and the compliance with, all of the covenants and conditions of
this Agreement, the other Collateral Documents and the Secured Agreements.
Without limiting the generality of the foregoing, the Collateral Trust Estate
secures the payment of all amounts that constitute part of the Secured
Obligations and would be owed by any Pledgor to the Collateral Trustees, any
Representative or any Secured Holder under the Collateral Documents or the
Secured Agreements but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such Pledgor.

          (b) Notwithstanding anything to the contrary stated in subsection (a)
of this Section 2.02, (i) this Agreement secures (A) in the case of any
Collateral granted by a Pledgor that is a Note Obligor or a Restricted
Subsidiary (as defined in the Note Indentures), the payment of all the Secured
Obligations by the Pledgors now or hereafter existing under the Secured
Agreements and the Notes, for the Equal and Ratable Benefit of all of the
Secured Holders thereof and their respective Representatives and (B) in the
case of any Collateral granted by a Pledgor that is an Unrestricted Subsidiary
(as defined in the Note Indentures), the payment of all the Secured Obligations
by the Pledgors now or hereafter existing under the Secured Agreements, but,
not any Secured Obligations arising under the Notes, for the Equal and Ratable
Benefit of the Secured Holders thereof and their respective Representatives
under such Secured Agreements, but not for the benefit of any Note Holders or
their respective Representatives, and (ii) with respect to any Rexair
Collateral, the Lien created by this Agreement and the other Collateral
Documents shall be, until all Rexair Bank Exposure is repaid in full and all
commitments in respect there of are terminated, a second priority Lien,
subordinate to the prior Lien of the Rexair Credit Parties pursuant to the
Rexair Collateral Documents. This Agreement is intended to comply with the
Indenture Lien Restrictions and shall be construed to give effect to such
intention.

                                  ARTICLE III
                               COLLATERAL ACCOUNT

          SECTION 3.01. Collateral Account. (a) In addition to the Deposit
Accounts (as defined in the Pledge and Security Agreement), so long as any
Secured Obligations remain outstanding under any Secured Agreement, a
non-interest bearing cash collateral account (the "Collateral Account") for the
Representatives and the Secured Holders shall be maintained by the Corporate
Trustee at its offices at its corporate trust department in the State of
Delaware in accordance with the terms of this Agreement. All moneys that are
received by the Collateral Trustees (i) in the absence of an Actionable
Default, shall be released and distributed solely in accordance with
instructions from the Required Representatives or, in the absence of such
instructions, shall be maintained in the Collateral Account, and (ii) upon the
occurrence and during the continuance of an Actionable Default, upon
liquidation or otherwise in respect of the Collateral, shall be deposited in
the Collateral Account and, thereafter, shall be held and applied by the
Corporate Trustee all in accordance with the terms of this Agreement.


                                      13
<PAGE>


          (b) The Corporate Trustee shall, subject to the provisions of Article
IV and Article VIII, from time to time (i) invest amounts on deposit in the
Collateral Account in Cash Equivalents and (ii) invest interest paid on such
Cash Equivalents, and reinvest other proceeds of any such Cash Equivalents that
may mature or be sold, in additional Cash Equivalents, in each case at the
direction of USI so long as no Actionable Default shall have occurred and be
continuing and at the direction of the Required Representatives if an
Actionable Default shall have occurred and be continuing. Interest and proceeds
that are not invested or reinvested in Cash Equivalents as provided in the
immediately preceding sentence shall be deposited and held in the Collateral
Account. Notwithstanding the foregoing, the Corporate Trustee shall, to the
extent possible, invest any funds to be distributed on a Distribution Date in
Cash Equivalents that shall mature or become liquid on or prior to such
Distribution Date. All Cash Equivalents made in respect of the Collateral
Account and all interest and income received thereon and therefrom and the net
proceeds realized on the maturity or sale thereof shall be held in the
Collateral Account as part of the Collateral Trust Estate pursuant to the terms
hereof.

          (c) All Deposit Accounts, including all Cash Collateral Accounts (as
defined in the Master Agreement) other than Other Deposit Accounts (as defined
in the Pledge and Security Agreement) of the Pledgors shall at all times be
maintained only at Controlled Deposit Account Banks subject to control
agreements in favor of the Collateral Trustees or, in the case of Rexair
Obligors, the Rexair Collateral Agent, in form and substance satisfactory to
the Debt Coordinator and the Collateral Trustees or, in the case of Deposit
Accounts of the Rexair Obligors, the Debt Coordinator and Rexair Collateral
Agent. Deposit Accounts shall be maintained and managed, and funds therein
invested and used, in accordance with the terms of the Master Agreement.

          (d) Each of the Collateral Account and the Deposit Accounts shall be
subject to such applicable laws, and such applicable regulations of the Board
of Governors of the Federal Reserve System and of any other appropriate banking
or Regulatory Authority, as are in effect from time to time.

                                  ARTICLE IV
                         ACTIONABLE DEFAULTS; REMEDIES

          SECTION 4.01. Actionable Default Notice. (a) If, at any time, a
default under any Secured Agreement shall have occurred and be continuing and,
as a result thereof, any Representative or any Secured Holder under, or the
percentage of Secured Holders specified in, such Secured Agreement (any such
party or percentage of Secured Holders being a "Defaulted Agreement Party") has
the right thereunder (without the delivery of any further notice or the
requirement that any further time elapse) to declare all of the Secured
Obligations of the Borrowers under such Secured Agreement to be due and payable
prior to the stated maturity thereof (any such default being an "Actionable
Default") it being understood and agreed that, pursuant to the Master
Agreement, the exclusive right to make such any such declaration in respect of
Secured Obligations arising under any of the Secured Agreements (other than the
Note Indentures) is vested entirely and solely in the Majority Banks as defined
in the Master Agreement and, therefore, only the Majority Banks acting through
the Debt Coordinator may


                                      14
<PAGE>


constitute a Defaulted Agreement Party with respect to any such Secured
Obligations) and if such Defaulted Agreement Party gives the Collateral
Trustees, with a copy to USI, a written notice (an "Actionable Default Notice")
stating:

          (i) the nature of the Actionable Default;

          (ii) the action requested to be taken by the Collateral Trustees with
     respect to the Collateral and the Collateral Documents (which action may
     include, without limitation, the calling of a meeting of the
     Representatives or the institution of any remedies provided by law or this
     Agreement or any Collateral Document); and

          (iii) that such Defaulted Agreement Party requests the Collateral
     Trustees to poll the Representatives with respect to such action,

then the Collateral Trustees shall forthwith send a copy of the Actionable
Default Notice to each Representative and poll the Representatives as to
whether they favor the Collateral Trustees taking such action. If the Required
Representatives shall have directed the Collateral Trustees to commence the
action set forth in the Actionable Default Notice (whether or not such poll
shall have been taken or completed), then, subject to Section 4.01(b) and the
right of the Collateral Trustees to commence such action under the Collateral
Documents, the Collateral Trustees shall forthwith undertake such action. The
Collateral Trustees shall, subject to Sections 4.01(b), 4.08 and 7.05, follow
the directions of the Required Representatives with respect to the time, method
and place of taking any action requested in an Actionable Default Notice. Each
Collateral Trustee shall be entitled to assume conclusively that no Actionable
Default has occurred and is continuing until it receives an Actionable Default
Notice.

          (b) If the Actionable Default which was the basis for the giving of
an Actionable Default Notice shall be cured or waived in accordance with the
terms of the applicable Secured Agreement, the Defaulted Agreement Party which
gave such Actionable Default Notice (or its Representative) shall promptly
notify the Collateral Trustees in writing of such cure or waiver with a copy to
USI, whereupon (i) such Actionable Default Notice shall be deemed withdrawn,
(ii) the Collateral Trustees shall deliver to each Representative such writing
evidencing the withdrawal of a Default Notice as it may have received pursuant
to this Section (b) and (iii) any direction to the Collateral Trustees to take
any action in connection with such Actionable Default Notice shall be deemed
rescinded. If in connection solely with such withdrawn Actionable Default
Notice the Collateral Trustees shall have been directed to take, and shall have
commenced taking but shall not have completed, any action, the Collateral
Trustees shall promptly terminate any such action which they shall not also
have been directed to take in connection with an Actionable Default Notice
other than that withdrawn.

          SECTION 4.02. Direction by Required Representatives. As to any
matters not expressly provided for under this Agreement or the other Collateral
Documents (including, without limitation, matters relating to enforcement and
collection of the Secured Obligations), the Collateral Trustees shall not be
required to exercise any discretion or to take any action under this Agreement
or the other Collateral Documents, or in respect of the Collateral, but shall
be required to act or to refrain from acting (and shall be fully protected in
acting or refraining from acting) in accordance with the instructions of the
Required Representatives.


                                      15
<PAGE>


          SECTION 4.03. Right to Initiate Judicial Proceedings, Etc. (a) Upon
the occurrence of and during the continuance of any Actionable Default, the
Corporate Trustee, and if the Corporate Trustee deems necessary or desirable,
the Individual Trustee, jointly or individually as the Corporate Trustee my
determine, (i) shall have the right and power to institute and maintain such
suits and proceedings as it or they, as the case may be, or the Required
Representatives may deem appropriate to protect and enforce the rights vested
in them by this Agreement and the other Collateral Documents and (ii) may
either, after entry or without entry, proceed by suit or suits at law or in
equity to enforce such rights and to foreclose upon the Collateral and to
dispose of, collect or otherwise realize upon, all or any portion of the
Collateral Trust Estate under the judgment or decree of a court of competent
jurisdiction.

          (b) If a receiver of the Collateral Trust Estate shall be appointed
in judicial proceedings, the Collateral Trustees may be appointed as such
receiver. Notwithstanding the appointment of a receiver, the Collateral
Trustees shall be entitled to retain possession and control of all cash held by
or deposited with them or their agents or co-trustees pursuant to any provision
of this Agreement or any other Collateral Document.

          SECTION 4.04. Remedies Not Exclusive. (a) No remedy conferred upon or
reserved to the Collateral Trustees herein or in the Collateral Documents is
intended to be a limitation exclusive of any other remedy or remedies, but
every such remedy shall be cumulative and shall be in addition to every other
remedy conferred herein or in the Collateral Documents or now or hereafter
existing at law or in equity or by statute.

          (b) No delay or omission of either of the Collateral Trustees to
exercise any right, remedy or power accruing upon any Actionable Default shall
impair any such right, remedy or power or shall be construed to be a waiver of
any such Actionable Default or any acquiescence therein; and every right, power
and remedy given by this Agreement or any Collateral Document to the Collateral
Trustees may be exercised from time to time and as often as may be deemed
expedient by the Collateral Trustees.

          (c) In case either of the Collateral Trustees shall have proceeded to
enforce any right, remedy or power under this Agreement or any Collateral
Document and the proceeding for the enforcement thereof shall have been
discontinued or abandoned for any reason or shall have been determined
adversely to such Collateral Trustee, then and in every such case each Pledgor,
the Collateral Trustees, the Representatives and Secured Holders shall, subject
to any determination in such proceeding, severally be restored to their former
positions and rights hereunder and under such Collateral Document with respect
to the Collateral Trust Estate, the Collateral Account and in all other
respects, and thereafter all rights, remedies and powers of such Collateral
Trustee shall continue as though no such proceeding had been taken.

          (d) Each Pledgor expressly agrees that all rights of action and
rights to assert claims upon or under this Agreement and the Collateral
Documents may be enforced by the Collateral Trustees without the possession of
any debt instrument or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Collateral
Trustees shall be brought in either of their names as Collateral Trustee and
any recovery of judgment shall be held as part of the Collateral Trust Estate;
provided that nothing in


                                      16
<PAGE>


this Section 4.04(d) shall constitute a waiver of any right that each Pledgor
may have or may hereafter acquire to challenge the amounts outstanding under
the Secured Agreements.

          SECTION 4.05. Waiver of Certain Rights (a) . Each Pledgor, on behalf
of itself and all who may claim through or under it, including, without
limitation, any and all subsequent Affiliates, creditors, vendees, assignees
and lienors, expressly waives and releases, to the fullest extent permitted by
law, any, every and all rights to demand or to have any marshalling of the
Collateral Trust Estate upon any enforcement of any Collateral Document,
including, without limitation, upon any sale, whether made under any power of
sale herein granted or pursuant to judicial proceedings or upon any foreclosure
or any enforcement of any Collateral Document or this Agreement and consents
and agrees that all the Collateral Trust Estate and any such sale may be
offered and sold as an entirety.

          SECTION 4.06. Limitation on Collateral Trustees' Duties in Respect of
Collateral. Beyond the duties set forth in this Agreement, the Collateral
Trustees shall not have any duty to any Pledgor or the Secured Holders and
their respective Representatives as to any Collateral in the Collateral
Trustees' possession or control or in the possession or control of any agent or
nominee of the Collateral Trustees or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto, except that each Collateral Trustee shall be liable for its failure to
exercise ordinary care in the handling of moneys and securities and other
property actually received by it.

          SECTION 4.07. Limitation by Law. All rights, remedies and powers
provided by this Article 4 may be exercised only to the extent that the
exercise thereof does not violate any applicable provision of law, and all the
provisions of this Article 4 are intended to be subject to all applicable
mandatory provisions of law which may be controlling and to be limited to the
extent necessary so that they will not render this Agreement invalid,
unenforceable in whole or in part or, if the Representatives elect that this
Agreement should be recorded, registered or filed, not entitled to be recorded,
registered or filed under the provisions of any applicable law.

          SECTION 4.08. Absolute Rights of Secured Holders and Representatives.
(a) Except as stated in subsection (b) of this Section 4.08, notwithstanding
any other provision of this Agreement or any of the other Collateral Documents,
each of the Representatives, and each of the Secured Holders, has an absolute
and unconditional right to receive payment of all of the Secured Obligations
owing to such Representative or such Secured Holder, as the case may be, when
the same becomes due and payable and at the time and place and otherwise in the
manner set forth in the applicable Secured Agreements, and the right of each
such Representative and each such Secured Holder to institute proceedings for
the enforcement of such payment on or after the date such payment becomes due
and to assert its position as a secured creditor in a proceeding under the
Bankruptcy Code in which any Borrower is a debtor, and the obligation of each
Borrower to pay all of the Secured Obligations owing to each of the
Representatives and each of the Secured Holders at the time and place expressed
therein, shall not be impaired or affected without the consent of such
Representative or such Secured Holder. In addition, the right of any Secured
Holder or any Representative, on behalf of itself or on behalf of any such
Secured Holder, to receive payment or security from sources other than the
Collateral shall not be, and is not hereby, impaired or affected in any manner.
Without limiting the generality of the foregoing provisions of this Section
4.08, no Secured Holder and no Representative, on behalf of


                                      17
<PAGE>


itself or on behalf any Secured Holder, shall be obligated to share with any
other Secured Holder or any other Representative any proceeds of any
collateral, guaranty or right of setoff other than pursuant to, and to the
extent expressly required under, this Agreement and the other Secured
Agreements; nor shall any Secured Holder's or any Representative's right to
receive its ratable share of any amounts maintained in the Collateral Account,
if any, or any proceeds of any of the Collateral, or any part thereof, under
the terms of this Agreement and the other Collateral Documents be diminished or
affected in any way by its right to receive proceeds of any other collateral or
right of setoff, or payment upon a guaranty or from any other source.

          (b) Notwithstanding anything to the contrary stated in subsection (a)
of this Section 4.08, nothing stated in this Section 4.08 may be construed to
modify in any way the intercreditor agreements contained in the Master
Agreement.

          SECTION 4.09. Equal and Ratable Security. To the extent this
Agreement provides any rights or benefits to the Secured Holders and their
respective Representatives under the Notes and Note Indentures, this Agreement
is intended solely to comply with the Indenture Lien Restrictions of the Note
Indentures to secure the unpaid Secured Obligations arising thereunder, equally
and ratably with the Secured Obligations arising under the Credit Agreements.
To the extent that the rights and benefits herein conferred on the Secured
Holders or the Representative under any Note or Note Indentures shall be held
to exceed the rights and benefits required so to be conferred by the Indenture
Lien Restrictions of such Note Indentures, such rights and benefits shall be
limited so as to provide to such Secured Holders and such Representative only
those rights and benefits that are required by the Indenture Lien Restrictions
of such Note Indentures. Any and all rights not herein expressly given to the
Note Holders and their respective Representatives are expressly reserved to the
Credit Parties and their Representatives, it being understood that, in the
absence of a requirement to provide equal and ratable security set forth in
such Indenture Lien Restrictions, this Agreement would not have been accepted
by the Credit Parties to the extent that it provides any rights or benefits to
such Secured Holders and their respective Representatives.

                                   ARTICLE V
                            APPLICATION OF PROCEEDS

          SECTION 5.01. Application of Proceeds. (a) If, following the
acceleration of the principal amount of the Secured Obligations under any
Secured Agreement and pursuant to the exercise of any remedy set forth in any
Collateral Documents, any Collateral is sold or otherwise realized upon by the
Collateral Trustees, the proceeds received by the Collateral Trustees in
respect of such Collateral shall be deposited in the Collateral Account, and
all moneys held by the Corporate Trustee in the Collateral Account shall, to
the extent available for distribution, be distributed by the Corporate Trustee
on each date upon which a distribution is made (each, a "Distribution Date") as
follows:

          (i) FIRST, to the payment (in such priority as the Corporate Trustee
     shall elect, but without duplication) of all reasonable legal fees and
     expenses and other reasonable costs or expenses or other liabilities of
     any kind incurred by the Collateral Trustees as


                                      18
<PAGE>


     secured parties under any Collateral Document or otherwise in connection
     with any Collateral Document or this Agreement (including, without
     limitation, any reasonable costs or expenses or liabilities incurred in
     connection with the sale of any assets covered by any Collateral Document,
     or in the operation or maintenance of any of the assets covered by any
     Collateral Document), including the reimbursement to any Representative of
     any amounts theretofore advanced by such Representative for the payment of
     such fees, costs and expenses, except only for any such fees, expenses,
     costs or liabilities incurred by any Collateral Trustee as a result of its
     gross negligence or willful misconduct in performing or failing to perform
     any of its duties to the parties hereto expressly set forth herein;
     provided, however, that nothing herein is intended to relieve any Borrower
     of its duties to pay such costs, fees, expenses and liabilities otherwise
     payable to the Collateral Trustees from funds outside of the Collateral
     Account, as required by this Agreement;

          (ii) SECOND, to the Collateral Trustees (without duplication) in an
     amount equal to the Collateral Trustees' Fees which are unpaid as of the
     Distribution Date and to any Representative which has theretofore advanced
     or paid any such Collateral Trustees' Fees in an amount equal to the
     amount thereof so advanced or paid by such Representative prior to such
     Distribution Date; provided, however, that nothing herein is intended to
     relieve any Borrower of its duties to pay such fees and claims from funds
     outside of the Collateral Account, as required by this Agreement;

          (iii) THIRD, pursuant to paragraph (b) below, (1) with respect to any
     proceeds other than Unrestricted Subsidiary Pledgor Proceeds, ratably to
     the Representatives on behalf of the respective Secured Holders for
     application to the repayment or other Permanent Reduction (as defined in
     the Master Agreement) of the Secured Obligations owing to such Secured
     Holders, and (2) with respect to any Unrestricted Subsidiary Pledgor
     Proceeds, ratably to the Representative of Unrestricted Secured Holders on
     behalf of the respective Unrestricted Secured Holders for application to
     the repayment or other Permanent Reduction of the Secured Obligation owing
     to such Secured Holders, or, in each case, to be held by such
     Representative (or by the Corporate Trustee on behalf of such
     Representative pursuant to Section 5.02 or otherwise) pending such
     application;

          (iv) FOURTH, any surplus remaining after the payment in full in cash
     of the Secured Obligations shall, pursuant to the provisions of Section
     8.02, be paid to the Borrowers, their successors or assigns, or to who
     ever may be lawfully entitled to receive the same, or as a court of
     competent jurisdiction may direct.

          (b) In order to determine the ratable amount to be distributed to
each of the Representatives pursuant to clause THIRD above on each Distribution
Date, unless otherwise directed in writing by the Representatives, the
Corporate Trustee may rely on a certificate of an Authorized Officer of USI
setting forth the Secured Obligations (identified by type and amount)
outstanding under each Secured Agreement on such Distribution Date. The ratable
portion of the aggregate amount available for distribution hereunder on any
Distribution Date which shall be distributed to each Representative entitled to
such distribution on such Distribution Date shall be determined in accordance
with Article III of the Master Agreement; provided, however, that the aggregate
amount distributable to such Representative on such Distribution Date shall not
exceed


                                      19
<PAGE>


the aggregate amount of Secured Obligations of the Borrowers which are then due
and payable by the Borrowers to the Secured Holders of such Representative plus
the amount required to, and which is applied to, any Letter of Credit
Collateralizations (as defined in the Master Agreement); and, provided further
that, for such purposes, amounts distributable to a Representative on a prior
Distribution Date and held on behalf of such Representative and the Secured
Holders of such Representative pursuant to Section 5.02 of this Agreement shall
be deemed to have been applied to the Secured Obligations of the Secured
Holders represented by such Representative, regardless of whether such
application has occurred.

          SECTION 5.02. Application of Withheld Amounts. If, on any
Distribution Date, any amounts on deposit to the Collateral Account are
distributable pursuant to Section 5.01 to any Representative, and if such
Representative shall have given notice to the Collateral Trustees on or prior
to such Distribution Date that all or a portion of such proceeds which are
otherwise distributable to such Representative pursuant to Section 5.01 shall
be held by the Collateral Trustees on behalf of such Representative for the
Equal and Ratable Benefit of the Secured Holders of such Representative, then
the Collateral Trustees shall hold such amount in a separate noninterest
bearing cash collateral account of the Corporate Trustee for the Equal and
Ratable Benefit of such Representative and such Secured Holders, until such
time as such Representative shall deliver a written request for the delivery
thereof from such account to such Representative or as such Representative may
otherwise direct in such notice. If thereafter the Secured Obligations of the
Secured Holders represented by any such Representative shall have been repaid
in full in cash on any date, then (a) upon the written request of USI (or any
other Representative) certifying as to such payment in full, and (b) after
delivery of such notice by the Collateral Trustees to such Representative, the
Collateral Trustees shall not have received a written notice of objection from
such Representative within 30 days such Representative's receipt of such
notice, promptly following such 30th day (or the earlier receipt by the
Collateral Trustees of the written consent of such Representative), any amounts
held on account for such Representative pursuant to this Section 5.02 shall be
again deposited by the Collateral Trustees to the Collateral Account and
thereafter distributed as provided in Section 5.01. The Corporate Trustee shall
invest amounts on deposit to any such account in such Cash Equivalents as the
applicable Representative may direct from time to time.

          SECTION 5.03. Release of Amounts in Collateral Account. Amounts
distributable to a Representative on any Distribution Date pursuant to Section
5.01 shall either be paid to such Representative for the Equal and Ratable
Benefit of such Representative and its Secured Holders by the Corporate Trustee
(or deposited in an account for the Equal and Ratable Benefit of such
Representative and its Secured Holders pursuant to Section 5.02) upon receipt
by the Corporate Trustee of a certificate of such Representative setting forth
appropriate payment instructions for such Representative. If no such notice is
delivered by a Representative within ten Business Days thereafter, the
Corporate Trustee shall deposit amounts otherwise distributable to such
Representative into an account for the Equal and Ratable Benefit of such
Representative and its Secured Holders pursuant to Section 5.02 hereof.

          SECTION 5.04. Distribution Date. Upon the occurrence and during the
continuance of an Actionable Default, any amounts on deposit in the Collateral
Account shall, at the written request of a Defaulted Agreement Party (with a
copy to USI), and with the written consent of the Required Representatives, be
distributed as provided in this Article V.


                                      20
<PAGE>


                                  ARTICLE VI
                     AGREEMENTS WITH THE COLLATERAL TRUSTEE

          SECTION 6.01. Delivery of Agreements. On the Effective Date, the
Borrowers will deliver to the Collateral Trustees a true and complete copy of
each of the Master Agreement, the Pledge and Security Agreement and each other
Collateral Document executed and delivered in connection therewith, as in
effect on the Effective Date. Each Pledgor agrees that, promptly upon the
execution thereof, such Pledgor will deliver to the Collateral Trustees a true
and complete copy of any and all Collateral Documents entered into subsequent
to the date hereof and a true and complete copy of any and all amendments,
modifications or supplements to any of the foregoing.

          SECTION 6.02. Information as to Representatives. Each Borrower agrees
that it shall deliver to the Collateral Trustees from time to time upon request
of the Collateral Trustees a list setting forth, for each Secured Agreement,
(a) the aggregate principal amount outstanding thereunder, (b) the accrued and
unpaid interest thereunder, (c) the accrued and unpaid fees (if any)
thereunder, (d) the names of the Representatives and of the Secured Holders (to
the extent known to the Borrowers) thereunder, and all other unpaid amounts
thereunder known to the Borrowers, owing to each such Representative, for its
own account and on behalf of such Secured Holders and (e) such other
information regarding the Representatives, such Secured Holders and the Secured
Agreements as the Collateral Trustees may reasonably request. In addition, the
Borrowers shall deliver to the Collateral Trustees, each time a distribution
from the Collateral Trust Estate or, the Collateral Account is to be made
pursuant to the terms hereof, not later than two Business Days after receipt of
a copy of the applicable distribution request delivered by a Defaulted
Agreement Party pursuant to Section 5.04 hereof, a certificate of an Authorized
Officer, setting forth the amounts to be distributed and the Persons to whom
such distributions are to be made, including appropriate payment instructions
therefor, provided that if any distribution is directed to be made to any
Representative if such Representative shall have notified the Collateral
Trustees in writing that such Representative is unable to accept such
distribution, such distribution shall be made instead to an account established
pursuant to Section 5.02 hereof for the Equal and Ratable Benefit of such
Representative and its Secured Holders. On the Effective Date, the Borrowers
will furnish to the Collateral Trustees, with a copy to each Representative, a
list setting forth the name and address of each Representative and each Person
to whom notices must be sent under the Secured Agreements and each Borrower
agrees to furnish promptly to the Collateral Trustees any changes or additions
to such list of which the Borrowers are made aware. Unless otherwise specified
herein, the Collateral Trustees may for all purposes hereunder, rely on such
information given by the Borrowers unless (i) the Collateral Trustees shall
have actual knowledge of an inaccuracy or (ii) any Representative shall provide
contrary information with respect to such Representative in which case, unless
such Representative and the Borrowers can reach an agreement on such issue
within a period of ten days, the Collateral Trustees shall appoint an
independent arbitrator (who shall be reasonably acceptable to the Borrowers and
such Representative) to resolve the dispute (at the expense of the Borrowers).


                                      21
<PAGE>


          SECTION 6.03. Compensation and Expenses. The Borrowers agree, jointly
and severally, to pay to the Collateral Trustees and any co-trustees or
successor trustees appointed hereunder from time to time, upon demand, (a) such
compensation for their services hereunder and under the Collateral Documents
and for administering the Collateral Trust Estate, the Collateral Account and
any account or accounts established pursuant to Section 5.02 hereof as set
forth on the fee schedule attached hereto as Schedule 1, as such Schedule 1 may
be amended, supplemented or otherwise modified by the written agreement of the
Borrowers and the Collateral Trustees from time to time and (b) all the
reasonable fees, costs and expenses incurred by any of them (including, without
limitation, the reasonable fees and disbursements of counsel) (i) arising in
connection with the preparation, execution, delivery, modification and
termination of this Agreement and each Collateral Document or the enforcement
of any of the provisions hereof or thereof or (ii) incurred or required to be
advanced in connection with the administration of the Collateral Trust Estate,
the Collateral Account, any account or accounts established pursuant to Section
5.02 hereof, the sale or other disposition of Collateral pursuant to any
Collateral Document and the preservation, protection or defense of their rights
under this Agreement and in and to the Collateral, the Collateral Account, any
account or accounts established pursuant to Section 5.02 hereof and the
Collateral Trust Estate. As security for such payment, the Collateral Trustees
shall have a prior lien upon all Collateral and other property and funds held
or collected by the Collateral Trustees as part of the Collateral Trust Estate.
Each Borrower's obligations under this Section 6.03 shall survive the
termination of this Agreement.

          SECTION 6.04. Stamp and Other Similar Taxes. Each Borrower agrees to
indemnify and hold harmless the Collateral Trustees, each Representative and
each Secured Holder from any present or future claim for liability for any
stamp or other similar tax and any penalties or interest with respect thereto,
which may be assessed, levied or collected by any jurisdiction in connection
with this Agreement, any Collateral Document, the Collateral Trust Estate, the
Collateral Account, any account or accounts established pursuant to Section
5.02 hereof or any Collateral. The obligations of each Borrower under this
Section 6.04 shall survive the termination of this Agreement.

          SECTION 6.05. Filing Fees, Excise Taxes, Etc. Each Borrower agrees to
pay or to reimburse the Collateral Trustees for any and all amounts in respect
of all reasonable search, filing, recording and registration fees, taxes,
excise taxes and other similar imposts which may be payable or determined to be
payable in respect of the execution, delivery, performance and enforcement of
this Agreement and each Collateral Document. The obligations of each Borrower
under this Section 6.05 shall survive the termination of this Agreement.

          SECTION 6.06. Indemnification. (a) Each Borrower agrees to pay,
indemnify, and hold harmless the Collateral Trustees and each of the agents of
either thereof from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, the costs and
expenses of defending any claim against any of them) with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement and the Collateral Documents (except and to the extent arising from
the gross negligence or willful misconduct of such of the Collateral Trustees
or such of the agents thereof as are seeking indemnification or any failure of
any Collateral Trustee or any such agent to exercise ordinary care in the
handling of moneys and securities and other property actually received by any
such Collateral Trustee or


                                      22
<PAGE>


any such agent). As security for any such payment, each such indemnified
Collateral Trustee shall have a prior lien upon all Collateral and other
property and funds held or collected by the Collateral Trustees as part of the
Collateral Trust Estate.

          (b) In any suit, proceeding or action brought by the Collateral
Trustees under or with respect to any Collateral Document or the Collateral for
any amount owing thereunder, or to enforce any provisions thereof, each
Borrower will save, indemnify and hold harmless the Collateral Trustees, the
Representatives and the Secured Holders from and against all expense, loss or
damage suffered by reason of any defense, setoff, counterclaim, recoupment or
reduction of liability whatsoever of the obligee thereunder (except and to the
extent that such expense, loss or damage is caused by the gross negligence or
willful misconduct of the such Collateral Trustee or the failure of any
Collateral Trustee to exercise ordinary care in the handling of moneys and
securities and other property actually received by such Collateral Trustee),
arising out of a breach by any Pledgor of any obligation thereunder or arising
out of any other agreement, indebtedness or liability at any time owing to or
in favor of such obligee or its successors from any Pledgor and all such
obligations of each Pledgor shall be and remain enforceable against (and only
against) such Pledgor and shall not be enforceable against the Collateral
Trustees, any Representative or any Secured Holder. The agreements in this
Section 6.06 shall survive the termination of this Agreement.

          SECTION 6.07. Further Assurances. (a) Each Borrower agrees, from time
to time, at its own expense to execute, acknowledge, deliver, record, rerecord,
file, refile, register and reregister, and cause its Subsidiaries, if any, to
promptly execute, acknowledge, deliver, record, rerecord, file, refile,
register and reregister any financing statements and continuations thereof,
notices of assignment, transfers, certificates, assurances and other and to do
all such further acts, instruments as may be reasonably necessary or desirable,
or as any Collateral Trustee, any Representative, any Secured Holder through
its Representative, may reasonably request from time to time in order (i) to
carry out more effectively the purposes or this Agreement, (ii) to subject to
the liens and security interests created by any of the Collateral Documents any
of the properties, rights or interests of any Pledgor covered or now or
hereafter intended to be covered by any of the Collateral Documents, (iii) to
perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and the liens and security interests intended to be
created thereby, (iv) to better assure, convey, grant, assign, transfer,
preserve, protect and confirm to the Collateral Trustees, the Representatives
and the Secured Holders the rights granted or now or hereafter intended to be
granted to the Collateral Trustees, the Representatives and the Secured Holders
under any Collateral Document or under any other instrument executed in
connection with any Collateral Document to which it is or may become a party,
and (v) to enable the Collateral Trustees to exercise and enforce their rights
and remedies hereunder and under each Collateral Document with respect to any
Collateral; provided, however, that this Section 6.07 shall not be construed to
require any Pledgor to grant any interest in Collateral other than pursuant to
this Agreement, the Credit Agreements or any Collateral Document. Without
limiting the generality of the foregoing, each Pledgor will take any such
action required to be taken by it pursuant to any Collateral Document.

          (b) Each Pledgor hereby authorizes the Collateral Trustees to execute
and file or cause to be filed one or more financing or continuation statements,
and amendments thereto, relative to all or any part of the Collateral without
the signature of such Pledgor where permitted


                                      23
<PAGE>


by law, provided that the Collateral Trustees shall have no obligation to make
such filings except as directed by the Required Representatives and that such
filings are prepared by, and arrangements are made for such filings by, the
Required Representatives. A photocopy or other reproduction of this Agreement,
any Collateral Document or any financing statement covering the Collateral or
any part thereof shall be sufficient as a financing statement where permitted
by law.

          (c) Each Pledgor will furnish such information about the Collateral
as the Collateral Trustees may reasonably request from time to time.

                                  ARTICLE VII
                             THE COLLATERAL TRUSTEE

          SECTION 7.01. Declaration of Trust. Each of the Corporate Trustee and
the Individual Trustee, for itself and its successors, hereby accepts the
trusts created by this Agreement upon the terms and conditions hereof,
including those contained in this Article VII. Further, each of the Corporate
Trustee and the Individual Trustee, for itself and its successors, does hereby
declare that it will hold all of the estate, right, title and interest in (a)
the Collateral Trust Estate and the Collateral Account for the Equal and
Ratable Benefit of the Representatives and the Secured Holders as provided
herein, and (b) each account as may be established pursuant to Section 5.02 at
the request of a Representative upon the trust herein set forth and for the
Equal and Ratable Benefit of such Representative on behalf of its applicable
Secured Holders as provided herein.

          SECTION 7.02. Exculpatory Provisions(a) .The Collateral Trustees
shall not be responsible in any manner whatsoever for the correctness of any
recitals, statements, representations or warranties contained herein or in the
Collateral Documents, all of which are made solely by the Pledgors which are a
party thereto. The Collateral Trustees make no representations as to the value
or condition of the Collateral Trust Estate, the Collateral Account or any part
thereof, or as to the title of any Pledgor thereof or as to the security
afforded by the Collateral Documents or this Agreement, or as to the validity,
execution (except its own execution), enforceability, legality or sufficiency
of this Agreement, any Collateral Document or any Secured Agreement, and the
Collateral Trustees shall incur no liability or responsibility in respect of
any such matters. The Collateral Trustees shall not be responsible for insuring
the Collateral Trust Estate or for the payment of taxes, charges, assessments
or liens upon the Collateral Trust Estate or otherwise as to the maintenance of
the Collateral Trust Estate or the Collateral Account, except that in any event
that any Collateral Trustee enters into possession of a part or all of the
Collateral Trust Estate or, the Collateral Account, such Collateral Trustee,
shall preserve the part in its possession.

          (b) The Collateral Trustees shall not be required to ascertain or
inquire as to the performance by the Borrowers of any of the covenants or
agreements contained herein, in any other Collateral Document or in any Secured
Agreement.


                                      24
<PAGE>


          SECTION 7.03. Delegation of Duties. The Collateral Trustees may
execute any of the trusts or powers hereof and perform any duty hereunder
either directly or by or through agents or attorneys-in-fact (which shall not
include officers and employees of any Pledgor or any Affiliate of any Pledgor).
The Collateral Trustees shall be entitled to rely upon advice of counsel and
other professionals concerning all matters pertaining to such trusts, powers
and duties. The Collateral Trustees shall not be responsible for the negligence
or misconduct of any agents or attorneys-in-fact reasonably selected by them in
good faith.

          SECTION 7.04. Reliance by Collateral Trustees. (a) Whenever in the
administration of the trusts of this Agreement or, pursuant to any other
Collateral Document, the Collateral Trustees shall deem it necessary or
desirable that a matter be proved or established in connection with the taking,
suffering or omitting to take any action hereunder by the Collateral Trustees
unless otherwise provided herein, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved or established by a certificate of an Authorized Officer of the Company
delivered to the Collateral Trustees and the Representatives, and such
certificate shall constitute a full warranty to the Collateral Trustees for any
action taken, suffered or omitted in reliance thereon unless (i) the Collateral
Trustees shall have actual knowledge of an inaccuracy therein or (ii) any
Representative shall provide contrary information with respect to such matter
within 10 days of receipt thereof by such Representative, in which case unless
such Representative and USI can reach agreement on such issue within a period
of 10 days, the Collateral Trustees shall appoint, at the expense of the
Borrowers, an independent arbitrator (who shall be reasonably acceptable to USI
and such Representative) to resolve the dispute.

          (b) The Collateral Trustees may consult with independent counsel
(excluding, counsel to or any employee of any Pledgor or any Affiliate of any
Pledgor), and any opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by them
hereunder in accordance therewith unless such Collateral Trustee has actual
knowledge of a reason to question the validity or accuracy of such opinion or
of any assumptions expressed therein as the basis for such opinion. The
Collateral Trustees shall have the right at any time to seek instructions
concerning the administration of the Collateral Trust Estate or the Collateral
Account or any account established pursuant to Section 5.02 hereof from any
court of competent jurisdiction.

          (c) The Collateral Trustees may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document which
they reasonably believe to be genuine and to have been signed or presented by
the proper party or parties or, in the case of telecopies and telexes, to have
been sent by the proper party or parties. In the absence of its gross
negligence or willful misconduct, each Collateral Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any notices, certificates or opinions furnished to such
Collateral Trustee that conform to the requirements of this Agreement or any
Collateral Document.

          SECTION 7.05. Limitations on Duties of the Trustees. (a) The
Collateral Trustees undertake to perform only the duties expressly set forth
herein and no implied covenant or obligation shall be read into this Agreement
against the Collateral Trustees.


                                      25
<PAGE>


          (b) The Collateral Trustees may exercise the rights and powers
granted to them by this Agreement and the Collateral Documents, but only
pursuant to the terms of this Agreement, and the Collateral Trustees shall not
be liable with respect to any action taken or omitted by them in accordance
with the direction of the Required Representatives.

          (c) Except as herein otherwise expressly provided, the Collateral
Trustees shall not be under any obligation to take any action which is
discretionary on the part of the Collateral Trustees under the provisions
hereof or under any Collateral Document, except upon the written request of the
Required Representatives. The Collateral Trustees shall make available for
inspection and copying by each Representative each certificate or other paper
furnished to the Collateral Trustees by any Pledgor, by any Representative, or
by any other Person, under or in respect of this Agreement, any Collateral
Document or any of the Collateral Trust Estate.

          (d) The Collateral Trustees shall be under no obligation to exercise,
at the request or direction of any Representatives pursuant to this Agreement,
any of the rights or powers vested in them by this Agreement or any other
Collateral Document, unless such Representatives shall have offered to the
Collateral Trustees security or indemnity satisfactory to the Collateral
Trustees against the costs, expenses and liabilities which might be incurred by
them in compliance with such request or direction.

          SECTION 7.06. Moneys to Be Held in Trust. All moneys received by the
Corporate Trustee under or pursuant to any provision of this Agreement or any
Collateral Document shall be segregated and held in trust for the purposes for
which they were paid or are held and the Corporate Trustee shall exercise
ordinary care in the handling of any such moneys actually received by it. The
Individual Trustee shall promptly turn over to the Corporate Trustee any
Collateral, or any part thereof, delivered to or received by the Individual
Trustee.

          SECTION 7.07. Resignation and Removal of Collateral Trustees. (a)
Each or both of the Collateral Trustees may at any time, by giving 30 days'
prior written notice to USI and the Representatives, resign and be discharged
of their responsibilities hereby created (such resignation to become effective
upon the appointment of a successor trustee or trustees by the Required
Representatives, the acceptance of such appointment by such successor trustee
or trustees and, unless an Actionable Default has occurred and is continuing,
the consent to the appointment of such successor trustee or trustees by USI).
Either or both of the Collateral Trustees may be removed at any time (with or
without cause) and a successor trustee or trustees appointed by the affirmative
vote of the Required Representatives, subject to, unless an Actionable Default
has occurred and is continuing, the consent of USI, provided that the
Collateral Trustees or either of them shall be entitled to their fees and
expenses accrued to the date of removal. If either or both of the Collateral
Trustees resign or are removed as provided in this Section 7.07 the consent to
the appointment of a successor trustee or trustees shall not be unreasonably
withheld and shall be deemed to have been given if USI shall not have
reasonably objected to any proposed successor trustee or trustees within five
Business Days of receipt of notice of the identity thereof from the
Representatives. If no successor trustee or trustees shall be appointed and
approved within 30 days from the date of the giving of the aforesaid notice of
resignation or within 30 days from the date of such vote for removal, the
Collateral Trustees, shall, or any Representative may, apply to any court of
competent jurisdiction to appoint a


                                      26
<PAGE>


successor trustee or trustees to act until such time, if any, as a successor
trustee or trustees shall have been appointed as above provided. Any successor
trustee or trustees so appointed by such court shall immediately and without
further act be superseded by any successor trustee or trustees approved by the
Representatives as above provided.

          (b) If at any time either or both of the Collateral Trustees shall
become incapable of acting, or if at any time a vacancy shall occur in the
office of either or both of the Collateral Trustees for any other cause, a
successor trustee or trustees shall be appointed by the Required
Representatives, subject to, unless an Actionable Default has occurred and is
continuing, the consent of USI, which consent shall not be unreasonably
withheld, and the powers, duties, authority and title of the predecessor
trustee or trustees terminated and cancelled without procuring the resignation
of such predecessor trustee or trustees, and without any formality (except as
may be required by applicable law) other than appointment and designation of a
successor trustee or trustees in writing, duly acknowledged, delivered to the
predecessor trustee or trustees and USI and filed for record in each public
office, if any, in which this Agreement is required to be filed.

          (c) The appointment and designation referred to in Section 7.07(b)
shall, after any required filing, be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement shall
vest in such successor trustee or trustees, without any further act, deed or
conveyance, all of the estate and title of its predecessor and, upon such
filing for record, the successor trustee or trustees shall become fully vested
with all the estates, properties, rights, powers, trusts, duties, authority and
title of its predecessor but such predecessor shall, nevertheless, on the
written request of the Required Representatives, USI or its successor trustee
or trustees, execute and deliver an instrument transferring to such successor
all the estates, properties, rights, powers, trusts, duties, authority and
title of such predecessor hereunder and shall deliver all securities and moneys
held by it or them to such successor trustee or trustees. Should any deed,
conveyance or other instrument in writing from any Pledgor be required by any
successor trustee or trustees for more full and certain vesting in such
successor trustee or trustees the estates, properties, rights, powers, trusts,
duties, authority and title vested or intended to be vested in the predecessor
trustee or trustees, any and all such deeds, conveyances and other instruments
in writing shall, on request of such successor trustee or trustees, be
executed, acknowledged and delivered by such Pledgor.

          (d) Any required filing for record of the instrument appointing a
successor trustee or trustees as hereinabove provided shall be at the expense
of the Borrowers. The resignation of any trustee or trustees and the instrument
removing any trustee or trustees, together with all other instruments, deeds
and conveyances provided for in this Article VII shall, if permitted by law, be
forthwith recorded, registered and filed by and at the expense of the
Borrowers, wherever this Agreement is recorded, registered and filed.

          SECTION 7.08. Status of Successors to Trustee. Any successor to the
Corporate Trustee appointed pursuant to Section 7.07 shall be a bank or trust
company in good standing and having power so to act, incorporated under the
laws of the United States or any state thereof or the District of Columbia and
having its principal corporate trust office within the State of Delaware, or
another state acceptable to the Required Representatives, and shall also have
capital, surplus and undivided profits of not less than $100,000,000, if there
be such an


                                      27
<PAGE>


institution with such capital, surplus and undivided profits willing, qualified
and able to accept the trust upon reasonable or customary terms. Any successor
to the Individual Trustee appointed pursuant to Section 7.07 shall be an
individual residing in the State of Delaware, the State of New York or another
state of the United States acceptable to the Required Representatives.

          SECTION 7.09. Merger of the Corporate Trustee. Any corporation into
which the Corporate Trustee may be merged, or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Corporate Trustee shall be a party, shall be the Corporate Trustee
under this Agreement without the execution or filing of any paper or any
further act on the part of the parties hereto.

          SECTION 7.10. Powers of Individual Trustee. The Individual Trustee
has been joined as a party hereunder so that if, by any present or future
applicable law in any jurisdiction in which it may be necessary to perform any
act in the execution or enforcement of the trusts hereby created, the Corporate
Trustee may be incompetent, unqualified or unable to act as a Collateral
Trustee, then all of the acts required to be performed in such jurisdiction, in
the execution or enforcement of the trusts hereby created, shall and will be
performed by the Individual Trustee, acting alone. Notwithstanding any other
term or provision of this Agreement to the contrary, the Corporate Trustee
alone shall have and exercise the rights and powers granted herein and shall be
solely charged with the performance of the duties herein declared on the part
of the Collateral Trustees to be had and exercised or to be performed without
any action taken by the Individual Trustee; provided, however, that if the
Corporate Trustee or the Required Representatives deem it necessary or
desirable for the Individual Trustee to act in a particular jurisdiction, the
Individual Trustee shall have and exercise the rights and powers granted herein
(but no greater powers) and shall be charged with the performance of the duties
herein assigned to the Collateral Trustees to be exercised or to be performed,
but only in such particular jurisdiction.

          SECTION 7.11. Additional Co-Trustees; Separate Trustees. (a) If at
any time or times it shall be necessary or prudent in order to conform to any
law of any jurisdiction in which any of the Collateral shall be located, or the
Collateral Trustees shall be advised by counsel satisfactory to them that it is
so necessary or prudent in the interest of the Representatives on behalf of the
Secured Holders, or the Representatives shall in writing so request by notice
to the Collateral Trustees and USI, or the Collateral Trustees shall deem it
desirable for their own protection in the performance of their duties
hereunder, or USI shall in writing so request by notice to the Collateral
Trustees with the consent of the Representatives, the Collateral Trustees and
USI shall execute and deliver all instruments and agreements necessary or
proper to constitute another bank or trust company, or one or more persons
approved by the Collateral Trustees, USI and the Representatives, either, to
act as co-trustee or co-trustees of all or any of the Collateral, jointly with
the Collateral Trustees originally named herein or any successor, or to act as
separate trustee or trustees of any such property. In the event USI shall not
have joined in the execution of such instruments and agreements within 10 days
after the receipt of a written request from the Collateral Trustees so to do,
or in case an Actionable Default shall have occurred and be continuing, the
Collateral Trustees may act under the foregoing provisions of this Section 7.11
without the concurrence of USI or any other Pledgor (but with the concurrence
of the Required Representatives), and each Pledgor hereby appoints the
Collateral Trustees as its


                                      28
<PAGE>


agents and attorneys to act for it under the foregoing provisions of this
Section 7.11 in either of such contingencies.

          (b) Any separate trustee and any co-trustee (other than any trustee
which may be appointed as successor to the Corporate Trustee or the Individual
Trustee pursuant to Section 7.07) shall, to the extent permitted by law, be
appointed and act and be such, subject to the following provisions and
conditions, namely:

          (i) that all rights, powers, duties and obligations conferred upon
     the trustees in respect of the custody, control and management of moneys,
     papers or securities shall be exercised solely by the Collateral Trustees
     originally named herein or their successors appointed pursuant to Section
     7.07;

          (ii) that all rights, powers, duties and obligations conferred or
     imposed upon the Collateral Trustees hereunder shall be conferred or
     imposed and exercised or performed by the Collateral Trustees and such
     separate trustee or co-trustee, jointly, as shall be provided in the
     instrument appointing such separate trustee or co-trustee, except to the
     extent that, under any law of any jurisdiction in which any particular act
     or acts are to be performed, the Collateral Trustees shall be incompetent
     or unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations shall be exercised and performed solely by
     such separate trustee or co-trustee;

          (iii) that no power given hereby to, or which may be exercised by,
     any such co-trustee or separate trustee, shall be exercised hereunder by
     such co-trustee or separate trustee, except jointly with, or with the
     consent in writing of, the Collateral Trustees, anything herein contained
     to the contrary notwithstanding;

          (iv) that no trustee hereunder shall be personally liable by reason
     of any act or omission of any other trustee hereunder; and

          (v) that USI and the Collateral Trustees, at any time, by an
     instrument in writing, executed by them jointly, may accept the
     resignation of or remove any such separate trustee (including any
     successor trustee from time to time appointed pursuant to this section
     7.11), and in that case, by an instrument in writing executed by USI and
     the Collateral Trustees jointly, may appoint a successor (who shall be
     acceptable to the Required Representatives) to such a separate trustee or
     co-trustee, as the case may be, anything herein contained to the contrary
     notwithstanding. In the event that USI shall not have joined in the
     execution of any such instrument within 10 days after the receipt of a
     written request from the Collateral Trustees so to do, or in case an
     Actionable Default shall have occurred and be continuing, the Collateral
     Trustees shall have the power to accept the resignation of or remove any
     such separate trustee or co-trustee and to appoint (with the consent of
     the Required Representatives) a successor without the concurrence of USI
     or any other Pledgor and each Pledgor hereby appoints the Collateral
     Trustees its agents and attorneys to act for it in such connection in
     either of such contingencies. In the event that the Collateral Trustees
     shall have appointed a separate trustee or co-trustee as above provided,
     they may at any time, by an instrument in writing, accept the


                                      29
<PAGE>


     resignation of or remove any such separate trustee, or successor be
     appointed as hereinbefore provided in this Section 7.11.

          SECTION 7.12. Trustees Appointed Attorneys-in-Fact. Each Pledgor
hereby irrevocably constitutes and appoints the Collateral Trustees and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorneys-in-fact with full power and authority in the name of such
Pledgor or in their own names and in the place and stead of such Pledgor and in
the name of such Pledgor, from time to time at the direction of the Required
Representatives, to take, subject to Section 4.09, any action and to execute
any instrument which the same may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation, to receive, endorse
and collect all instruments made payable to such Pledgor representing any
dividend, interest payment or other distribution in respect of the Collateral
or any part thereof and to give full discharge for the same. Each Pledgor
acknowledges and agrees that the foregoing power of attorney is coupled with an
interest and may not be revoked or modified except with the consent of the
Collateral Trustees or as otherwise provided herein.

          SECTION 7.13. Ordinary Care. The Collateral Trustees shall be deemed
to have exercised ordinary care in the custody and preservation of the
Collateral in their possession if the Collateral is accorded treatment
substantially equal to that which the Collateral Trustees accord their own
property and reasonable care is exercised by the Collateral Trustees in
handling any moneys or securities or other property actually received by them,
it being understood that the Collateral Trustees shall not have any
responsibility for (i) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Collateral Trustees have or are deemed to have
knowledge of such matters, or (ii) taking any necessary steps to preserve
rights against any parties with respect to any Collateral. Without limiting the
generality of the foregoing, Pledgor hereby waives the provisions of Sections
9-207(c) and 9-208 of Article 9 of the Uniform Commercial Code as in effect in
each relevant jurisdiction.

                                 ARTICLE VIII
                             RELEASE OF COLLATERAL

          SECTION 8.01. Partial Release of Collateral. (a) Each Pledgor may,
from time to time so long as no Actionable Default shall have occurred and be
continuing, request the release of the lien and security interest of the
Collateral Documents in any portion of the Collateral of such Pledgor proposed
to be sold or otherwise disposed of by such Pledgor to any Person which is not
a Pledgor hereunder, upon notice to the Collateral Trustees (with a copy to the
Debt Coordinator and each Credit Party) from an Authorized Officer of USI (a
"Notice of Partial Release"), which Notice of Partial Release shall be
delivered to the Collateral Trustees, the Debt Coordinator and each Credit
Party at least 10 Business Days prior to the date of the proposed sale or other
disposition of such Collateral (the "Release Date") which and shall be
accompanied by an Initial Certificate as defined in Section 8.06 of the Master
Agreement and, without limitation, shall


                                      30
<PAGE>


          (i) specify the Collateral to be so sold or otherwise disposed of and
     the proposed date of such sale or other disposition, and

          (ii) certify that the sale of other disposition of such Collateral is
     permitted under the terms of the Master Agreement, the Net Proceeds
     thereof will be applied in accordance with the Master Agreement and the
     Borrowers are not, and after giving effect to such release, would not be,
     in default under any of the Secured Agreements.

If a Notice of Partial Release and Initial Certificate are delivered to the
Collateral Trustees in accordance with the immediately preceding sentence, the
Collateral Trustees shall, once they receive a certificate from the Required
Representative which provides that (A) such Notice and Initial Certificate were
timely delivered to the Debt Coordinator and each of the Credit Parties, and
was otherwise in compliance with the requirements of Section 8.06 of the Master
Agreement and (B) on the Release Date, all further requirements of said Section
8.06 had been complied with and that no basis had arisen under such Section for
objecting to, and that no proper objection had been raised with respect to, the
proposed partial release of Collateral on the Release Date, execute and deliver
to USI, on the date of the proposed release (or as promptly thereafter as
possible), a release or releases as shall be prepared by USI at its own expense
and approved by the Debt Coordinator and Collateral Trustees (including,
without limitation, Uniform Commercial Code release statements and instruments
of satisfaction, discharge and/or reconveyance) in recordable form as to the
Collateral specified in such Notice of Partial Release from the liens, security
interests, conveyances and assignments evidenced by the Collateral Documents,
which release shall state that it is effective as of the date of such
disposition; provided, however, that, if prior to the time that the Collateral
Trustees deliver a release pursuant to this Section 8.01(a), the Collateral
Trustees shall have received either (A) an Actionable Default Notice that shall
not have been withdrawn prior to such time and the Required Representatives
shall have directed the Collateral Trustees either not to deliver such a
release or not to deliver releases generally or (B) a written objection from
the Debt Coordinator stating that such sale or other disposition is not
permitted under the Master Agreement or the Credit Agreements, then, in either
case, the Collateral Trustees shall so notify USI and shall not sign any
release or releases in connection with such disposition.

          (b) If, at any time, the Collateral Trustees shall receive a notice
from an Authorized Officer of USI, (i) stating that any promissory note or
other similar or related instrument evidencing obligations payable to any
Pledgor and included in the Collateral has been paid in full in accordance with
its terms (or will be so paid concurrently with the surrender thereof), and
(ii) identifying such promissory note or other instrument in reasonable detail
(including, without limitation, by its date of issuance, the name of its payee
and the principal amount thereof), then the Collateral Trustees shall promptly
deliver a copy of each such promissory note to each Representative and, unless
any Representative shall have disputed the accuracy of such notice within five
Business Days of the delivery of such promissory note, the Collateral Trustees
shall promptly deliver such note or other instrument to USI, and execute and
deliver a release or releases (including, without limitation, Uniform
Commercial Code release statements) in recordable form as to any such
promissory note or other instrument from the liens, security interests,
conveyances and assignments evidenced by the Collateral Documents, which
release shall state that it is effective as of the date of its delivery.


                                      31
<PAGE>


          SECTION 8.02. Full Release of Collateral Upon Satisfaction of Certain
Secured Obligations. (a) Unless an Actionable Default shall then have occurred
and be continuing, the Collateral Trustees shall promptly release in accordance
with Section 8.03 all of the Collateral (other than any cash and Cash
Equivalent in or credited to the Notes Escrow Accounts, upon the cash payment
in full of the Secured Obligations, and the termination of all commitments in
respect thereof and termination of all Letters of Credit.

          (b) In furtherance of the undertaking set forth above in Section
8.02(a), the Collateral Trustees shall, upon the written request of USI
accompanied by a certificate of an Authorized Officer of USI, upon which the
Collateral Trustees may conclusively rely without independent verification, to
the effect that all Secured Obligations (other than in respect of the Notes)
have been, or will concurrently with the release of the Collateral be, paid in
full in cash and all commitments in respect thereof shall have terminated, and
all outstanding Letters of Credit shall have terminated or have been fully cash
collateralized in form and substance reasonably acceptable to the issuer
thereof (and if such Secured Obligations have not previously been so paid,
describing the source(s) of funds for such repayment), deliver a notice to the
Debt Coordinator (with a copy to each other Representative) containing the
following:

          (i) a statement as to the total amount of moneys in the Collateral
     Account and any account which has been established at the request of any
     Representative pursuant to Section 5.02; and

          (ii) (A) a statement that the Collateral Trustees intend to release
     all the Collateral (other than any cash and Cash Equivalent in or credited
     to the Note Escrow Accounts) unless they receive a notice from the Debt
     Coordinator within 10 days saying that it has not received cash payment in
     full of all the Secured Obligations owed to the Credit Parties, that all
     commitments of such Credit Parties thereunder have not been terminated, or
     that all outstanding Letters of Credit have not been terminated or fully
     cash collateralized in form and substance reasonably acceptable to the
     issuers thereof, or (B) if such Secured Obligations are to be repaid and
     such commitments and such Letters of Credit terminated concurrently with
     such release, a statement that the Collateral Trustees will release such
     Collateral only upon receipt from the Debt Coordinator of instructions to
     do so.

If the Collateral Trustees do not receive a certificate from the Debt
Coordinator within 10 days after the delivery of such notice stating that such
Secured Obligations have not been indefeasibly paid in full in cash (or such
commitments and Letters of Credit have not been terminated), or the Collateral
Trustees receive a direction from Debt Coordinator so to release such
Collateral, as the case may be (and the Collateral Trustees shall not have
received any notice that an Actionable Default has occurred or is continuing),
then the Collateral Trustees shall release all the Collateral from the security
interest in their favor and deliver to the Pledgors all Collateral in the
possession of the Collateral Trustees promptly after the expiration of such
10-day period or as specified in such instruction, as the case may be;
provided, however, that the Borrowers shall have made adequate provision for
the expenses of the Collateral Trustees incurred in connection with such
release of Collateral and all other expenses of, or payable to, the Collateral
Trustees hereunder; and provided further that the failure of the Debt
Coordinator to provide a certificate to the Collateral Trustees pursuant to
this Section 8.02 shall in no way be deemed a waiver of, or


                                      32
<PAGE>


otherwise impair in any way, its rights to receive payment in respect of unpaid
Secured Obligations. If the Collateral Trustees shall have received such a
certificate from the Debt Coordinator within such 10-day period, or shall not
have received an instruction so to release such Collateral, (or shall have
received an Actionable Default Notice which has not been withdrawn), as the
case may be, the Collateral Trustees shall not release the Collateral unless
and until the Debt Coordinator or a court of competent jurisdiction so directs
the Collateral Trustees pursuant to a final, nonappealable judgment (including
a judgment that becomes nonappealable by reason of expiration of any period of
time limiting the right to appeal therefrom).

          SECTION 8.03. Effect of Release of Collateral. Upon the effectiveness
of the release of the Collateral pursuant to Section 8.02, all right, title and
interest of the Collateral Trustees and the Representatives on behalf of the
Secured Holders in, to and under the Collateral Trust Estate, the Collateral
and the Collateral Documents shall terminate and shall revert to the applicable
Pledgor and its successors and assigns, and the estate, right, title and
interest of the Collateral Trustees therein shall thereupon cease; and in such
case, upon the written request of USI, its successors or assigns, and at the
cost and expense of the Borrowers, their successors or assigns, the Collateral
Trustees shall execute and deliver a notice of satisfaction of the Collateral
Documents and such instruments as are necessary or desirable to terminate and
remove of record any documents constituting public notice of the Collateral
Documents and the security interests granted thereunder and shall transfer, or
cause to be transferred, and shall deliver or cause to be delivered to USI on
behalf of the Pledgors, all property, including all moneys, instruments and
securities of the Pledgors then held by the Collateral Trustees. The
cancellation and satisfaction of the Collateral Documents shall be without
prejudice to the rights of the Collateral Trustees or any successor trustee or
trustees to charge and be reimbursed for any expenditures which they may
thereafter incur in connection therewith.

                                  ARTICLE IX
                                 MISCELLANEOUS

          SECTION 9.01. Amendments, Supplements and Waivers. (a) With the
written consent of the Debt Coordinator, acting with the consent or at the
direction of the Majority Banks, and the Corporate Trustee, the Pledgors may,
from time to time, enter into written agreements supplemental hereto for the
purpose of adding to or waiving any provision of this Agreement or any of the
Collateral Documents or changing in any manner the rights of the Collateral
Trustees, the Representatives, the Secured Holders and the Pledgors hereunder
or thereunder.

          (i) No such amendment, waiver or consent shall, unless in writing and
signed by the Individual Trustee, amend, waive or otherwise modify any
provision of Section 7.10.

          (ii) Any such supplemental agreement shall be binding upon the
Pledgors, the Representatives, the Secured Holders and the Collateral Trustees
and their respective successors.

          (iii) The Collateral Trustees shall not enter into any such
supplemental agreement unless they shall have received a certificate of an
Authorized Officer of USI to the


                                      33
<PAGE>


effect that such supplemental agreement will not result in a breach of any
provision or covenant contained in any of the Secured Agreements.

          (b) Notwithstanding the provisions of paragraph (a), the Collateral
Trustees and USI may, at any time and from time to time, without the consent of
the Debt Coordinator or any other Representative or any Secured Holders, enter
into additional Collateral Documents or one or more agreements supplemental
hereto or to any Collateral Document, in form satisfactory to the Collateral
Trustees,

          (i) to add to the covenants of the Pledgors, for the Equal and
     Ratable Benefit of the Representatives or any Secured Holder, or to
     surrender any right or power herein conferred upon any Pledgor;

          (ii) to mortgage, pledge or grant a security interest in favor of the
     Collateral Trustees as additional security for the Secured Obligations any
     property or assets which are required to be mortgaged or pledged, or in
     which a security interest is required to be granted, to the Collateral
     Trustees pursuant to any Collateral Document or otherwise; or

          (iii) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Agreement which shall not be inconsistent with the provisions
     of this Agreement, provided that such action shall not adversely affect
     the interests of the Secured Holders.

          SECTION 9.02. Additional Actions of Representatives. Whether or not
there shall be an Actionable Default, the Collateral Trustees shall comply, and
shall be fully protected in complying with, any reasonable request of (a) the
Required Representatives, to take or refrain from taking certain actions with
respect to the Collateral or the Representatives, and (b) more than 50% of the
Secured Holders represented by any Representative which has requested that an
account be opened pursuant to Section 5.02, to take or refrain from taking
certain actions with respect to such account, provided, in each case, that the
Collateral Trustees shall not take or refrain from taking such actions if to do
so would violate applicable law or the terms of this Agreement, the Collateral
Documents or the applicable Secured Agreements or if the Collateral Trustees
shall not be indemnified as provided in Section 6.06(b).

          SECTION 9.03. Notices. All notices, requests, demands and other
communications provided for or permitted hereunder shall, unless otherwise
stated herein, be in writing (including telex and telecopy communications) and
shall be sent by mail (by registered or certified mail, return receipt
requested), telex, telecopier or hand delivery:

          (a) if to USI or any other Pledgor, to its address at 101 Wood
     Avenue, South Iselin, NJ 08830, Attention: Chief Financial Officer
     (telecopy no. (732)-767-2390) with a copy to Davis Polk & Wardwell, 450
     Lexington Avenue, New York, NY 10017, attention, Donald Bernstein, Esq.
     (telecopy no. 212-450-4800), or at such other address as shall be
     designated by it in a written notice to the Collateral Trustees;

          (b) if to the Corporate Trustee, at Rodney Square North, 1100 North
     Market St., Wilmington, DE 19890, Attention: Corporate Trust Division, or
     at such other address


                                      34
<PAGE>


     as shall be designated by it in a written notice to USI and each
     Representative, with a copy to the Individual Trustee, at 1100 North
     Market St. Rodney Square North Wilmington, DE 19890, or to such other
     address as shall be designated by him in a written notice to USI and each
     Representative; provided that failure to send a copy of any notice to the
     Individual Trustee shall not render any notice to the Collateral Trustees
     ineffective;

          (c) if to the Debt Coordinator, at 335 Madison Avenue, Fifth Floor,
     New York, NY 10017, Attention: Justin Hirsch (telecopy no. 212-503-7080)
     with a copy to Shearman & Sterling, 599 Lexington Avenue, New York, NY
     10022, Attention: William E. Hirschberg, Esq. (telecopy no. 212-848-7179);
     and

          (d) If to any other Representative, to it at the address specified
     from time to time in the list provided by USI to the Collateral Trustees
     pursuant to Section 6.02 with copies to whoever (other than USI) is
     specified by USI pursuant to Section 6.02 as a Person to whom notice must
     be sent under the Secured Agreements, provided that in the case that no
     address is known for a Representative, notice shall be given to it in the
     manner specified by the related Secured Agreement, and, in the absence of
     any such specified means of giving notice, by such notice in the national
     edition of The Wall Street Journal or as the Collateral Trustees shall
     determine to be reasonable. For purposes of notice by publication, one
     notice is sufficient and shall be deemed made on the date of its
     publication.

All such notices, requests, demands and communications shall be deemed to have
been duly given or made, (i) when delivered by hand, (ii) five Business Days
after being deposited in the mail, postage prepaid, (iii) when telexed with
answerback received, or (iv) when telecopied; provided, however, that any
notice, request, demand or other communication to the Collateral Trustees shall
not be effective until received by the Corporate Trustee and, provided further
that any notice to the Collateral Trustees from any Pledgor shall be signed by
an Authorized Officer, unless otherwise specifically set forth herein.

          SECTION 9.04. Headings. Section, subsection and other headings used
in this Agreement are for convenience only and shall not affect the
construction of this Agreement.

          SECTION 9.05. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

          SECTION 9.06. Treatment of Payee or Indorsee by Trustees. (a) The
Collateral Trustees may treat the registered Secured Holder of any registered
note, and the payee or indorsee of any note or debenture which is not
registered, as the absolute owner thereof for all purposes hereunder and shall
not be affected by any notice to the contrary, whether such promissory note or
debenture shall be past due or not.

          (b) Any person, firm, corporation or other entity which shall be
designated as the duly authorized representative of one or more Representatives
to act as such in connection


                                      35
<PAGE>


with any matters pertaining to this Agreement or any Collateral Document or the
Collateral shall present to the Collateral Trustees such documents, including,
without limitation, opinions of counsel, as the Collateral Trustees may
reasonably require, in order to demonstrate to the Collateral Trustees the
authority of such person, firm, corporation or other entity to act as the
representative of such Representatives.

          SECTION 9.07. Dealings with the Pledgors. (a) Upon any application or
demand by USI to the Collateral Trustees to take or permit any action under any
of the provisions of this Agreement, USI shall (unless otherwise waived by the
Collateral Trustees in writing) furnish to the Collateral Trustees a
certificate signed by an Authorized Officer stating that all conditions
precedent, if any, provided for in this Agreement relating to the proposed
action have been complied with, except that in the case of any such application
or demand as to which the furnishing of such documents is specifically required
by any provision of this Agreement relating to such particular application or
demand, no additional certificate or opinion need be furnished.

          (b) Any opinion of counsel may be based, insofar as it relates to
factual matters which were not independently verified by counsel, upon a
certificate of USI furnished to the Collateral Trustees.

          SECTION 9.08. Claims Against Trustee. This Agreement is made for the
Equal and Ratable Benefit of the Representatives on behalf of the Secured
Holders, and the Representatives may from time to time enforce their rights as
explicit beneficiaries hereunder.

          SECTION 9.09. Binding Effect. This Agreement shall be binding upon
and inure to the Equal and Ratable Benefit of each of the parties hereto and
shall inure to the Equal and Ratable Benefit of the Representatives on behalf
of the Secured Holders and their respective successors and assigns and nothing
herein or in any Collateral Document is intended or shall be construed to give
any other Person any right, remedy or claim under, to or in respect of this
Agreement, any Collateral Document, the Collateral, the Collateral Account or
the Collateral Trust Estate or any part thereof.

          SECTION 9.10. Governing Law. The provisions of this Agreement
creating a trust for the Equal and Ratable Benefit of the Representatives on
behalf of the Secured Holders and setting forth the rights, duties, obligations
and responsibilities of the Collateral Trustees hereunder shall be governed by
and construed in accordance with the laws of the State of Delaware, so long as
Wilmington Trust Company shall serve as Corporate Trustee hereunder. In all
other respects, including, without limitation, all matters governed by the
Uniform Commercial Code, and if Wilmington Trust Company shall cease to serve
as Corporate Trustee hereunder, this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, except as
otherwise required by mandatory provisions of law.

          SECTION 9.11. Effectiveness. This Agreement shall become effective
upon the execution and delivery hereof and shall remain in effect so long as
the Collateral Trustees shall have any obligations hereunder.


                                      36
<PAGE>


          SECTION 9.12. Re-execution of Agreement. This Agreement shall be
reexecuted at any time and from time to time, at the request of the Required
Representatives, with such changes in the form hereof (including, without
limitation, changes on the cover page and adding supplemental signatures and
notary statements) as may be necessary to comply with the filing or recording
requirements of any jurisdiction in which this Agreement is to be filed.

          SECTION 9.13. Effect on Credit Agreements. Nothing in this Agreement
shall operate or be deemed to prevent any amendment, modification or waiver of
the Credit Agreements or other Loan Documents (as defined in the Credit
Agreements) by the parties thereto in accordance with the terms thereof.

          SECTION 9.14. Counterparts. This Agreement may be executed in
separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.

          SECTION 9.15. Additional Pledgors. Upon the execution and delivery by
any Subsidiary of USI of a supplement to this Agreement in substantially the
form of Exhibit H to the Master Agreement pursuant to the Pledge and Security
Agreement or otherwise, (a) such Subsidiary shall be referred to as an
additional "Pledgor" hereunder, and each reference herein and in the other
Collateral Documents to a "Pledgor" shall also mean and be a reference to such
Subsidiary of USI, and (b) each reference to this "Agreement", "hereunder",
"hereof" or words of like import referring to this Agreement, and each
reference in the other Collateral Documents to the "Collateral Trust
Agreement", "thereunder", "thereof" or words of like import referring to this
Agreement, shall mean and be a reference to this Agreement as supplemented by
such supplement.



                                 *   *   *


                                      37
<PAGE>


                                      S-1

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
or caused this Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.


Corporate Trustee:           WILMINGTON TRUST COMPANY, solely as
                             Corporate Trustee and not in its individual
                             capacity


                             By: /s/
                                -----------------------------------------------
                             Title:



Individual Trustee:          /s/
                             --------------------------------------------------
                             David A. Vanaskey, solely as Individual Trustee
                             and not in his individual capacity

Pledgors:                    AMES TRUE TEMPER PROPERTIES, INC.
                             AMES TRUE TEMPER, INC.
                             ARCHITECTURAL AREA LIGHTING, INC.
                             ARROW CONSOLIDATED CORPORATION
                             ASTERIA COMPANY
                             BATHCRAFT INC.
                             BAYLIS BROTHERS, INC.
                             BRUCKNER MANUFACTURING CORP.
                             CARLSBAD CORP.
                             COLUMBIA LIGHTING, INC.
                             COLUMBIA LIGHTING-LCA, INC.
                             COLUMBIA LIGHTING MFG., CO.
                             COLUMBIA LIGHTING PROPERTIES, INC.
                             COLUMBIA MATERIALS, LLC
                             COMPAX CORP.
                             DUAL-LITE  INC.
                             DUAL-LITE MANUFACTURING, INC.
                             ELJER INDUSTRIES, INC.
                             ELJER PLUMBINGWARE, INC.
                             ENVIRONMENTAL ENERGY COMPANY
                             EZ HOLDINGS, INC.
                             GARY CONCRETE PRODUCTS, INC.
                             GATSBY SPAS, INC.
                             HL CAPITAL CORP.
                             IXL MANUFACTURING COMPANY, INC.
                             JACUZZI INC.
                             JACUZZI WHIRLPOOL BATH, INC.
                             JUSI HOLDINGS, INC.
                             KIM LIGHTING INC.
                             KLI, INC.
                             LCA GROUP INC.


<PAGE>


                                      S-2

                             LCA (NS) INC.
                             LIGHTING CORPORATION OF AMERICA, INC.
                             LOKELANI DEVELOPMENT CORPORATION
                             LUXOR INDUSTRIES, INC.
                             MAILI KAI LAND DEVELOPMENT CORPORATION
                             MOBILITE INC.
                             NEPCO OF AUSTRALIA, INC.
                             NEPCO OF CANADA, INC.
                             NEPCO OF FORD HEIGHTS, INC.
                             NEPCO OF FULTON, INC.
                             NEPCO OF PAKISTAN, INC.
                             NISSEN UNIVERSAL HOLDINGS INC.
                             OUTDOOR PRODUCTS LLC
                             PH PROPERTY DEVELOPMENT COMPANY
                             PRESCOLITE  LITE  CONTROLS, INC.
                             PRESCOLITE, INC.
                             PROGRESS LIGHTING INC.
                             PROGRESSIVE LIGHTING, INC. (NC)
                             PROGRESSIVE LIGHTING, INC. (SC)
                             PROGRESS LIGHTING PROPERTIES, INC.
                             REDMONT, INC.
                             SANITARY-DASH MANUFACTURING CO., INC
                             SELKIRK CANADA U.S.A., INC.
                             SELKIRK EUROPE U.S.A., INC.
                             SELKIRK, INC.
                             SPAULDING LIGHTING, INC.
                             STRATEGIC CAPITAL MANAGEMENT, INC.
                             STREAMWOOD CORPORATION
                             SUNDANCE SPAS, INC.
                             TA LIQUIDATION CORP.
                             TRIMFOOT CO.
                             TT LIQUIDATION CORP.
                             UGE LIQUIDATION INC.
                             UNITED STATES BRASS CORP.
                             U.S. INDUSTRIES, INC.
                             USI AMERICAN HOLDINGS, INC.
                             USI ATLANTIC CORP.
                             USI CAPITAL, INC.
                             USI FUNDING, INC.
                             USI GLOBAL CORP.
                             USI PROPERTIES, INC.
                             USI REALTY CORP.
                             ZURCO, INC.
                             ZURNACQ OF CALIFORNIA, INC.
                             ZURN (CAYMAN ISLANDS), INC.


<PAGE>


                                      S-3

                             ZURN CONSTRUCTORS, INC.
                             ZURN DEVCO, INC.
                             ZURN EPC SERVICES, INC.
                             ZURN GOLF HOLDING CORPORATION
                             ZURN INDUSTRIES, INC.

                             By: /s/
                               -------------------------------------------------
                               Name:   Steven C. Barre
                               Title:  Vice President


<PAGE>


                                                                     SCHEDULE 1


                                  FEE SCHEDULE




<PAGE>


                                                                 EXECUTION COPY









                              AMENDED AND RESTATED
                           COLLATERAL TRUST AGREEMENT

                          dated as of August 15, 2001

                             amending and restating
                         the Collateral Trust Agreement

                           dated as of April 30, 2001

                                     among

                             U.S. INDUSTRIES, INC.,
                               USI GLOBAL CORP.,
                        USI AMERICAN HOLDINGS, INC. and
                    EACH OF THEIR SUBSIDIARIES PARTY HERETO

                                  as Pledgors,

                                      and

                            WILMINGTON TRUST COMPANY
                              as Corporate Trustee

                                      and

                               DAVID A. VANASKEY
                             as Individual Trustee



<PAGE>



                               TABLE OF CONTENTS

                                                                           Page
                                   ARTICLE I
                                  DEFINITIONS

SECTION 1.01. Certain Defined Terms............................................5

SECTION 1.02. Certain References..............................................11

                                   ARTICLE II
                CONFIRMATION AND CREATION OF SECURITY INTERESTS

SECTION 2.01. Collateral Trust Estate.........................................12

SECTION 2.02. Security for Secured Obligations................................12

                                  ARTICLE III
                               COLLATERAL ACCOUNT

SECTION 3.01. Collateral Account..............................................13

                                   ARTICLE IV
                         ACTIONABLE DEFAULTS; REMEDIES

SECTION 4.01. Actionable Default Notice.......................................14

SECTION 4.02. Direction by Required Representatives...........................15

SECTION 4.03. Right to Initiate Judicial Proceedings, Etc.....................16

SECTION 4.04. Remedies Not Exclusive..........................................16

SECTION 4.05. Waiver of Certain Rights........................................17

SECTION 4.06. Limitation on Collateral Trustees' Duties in Respect of
               Collateral.....................................................17

SECTION 4.07. Limitation by Law...............................................17

SECTION 4.08. Absolute Rights of Secured Holders and Representatives..........17

SECTION 4.09. Equal and Ratable Security......................................18


                                       i
<PAGE>


                                   ARTICLE V
                            APPLICATION OF PROCEEDS

SECTION 5.01. Application of Proceeds.........................................18

SECTION 5.02. Application of Withheld Amounts.................................20

SECTION 5.03. Release of Amounts in Collateral Account........................20

SECTION 5.04. Distribution Date...............................................20

                                   ARTICLE VI
                     AGREEMENTS WITH THE COLLATERAL TRUSTEE

SECTION 6.01. Delivery of Agreements..........................................21

SECTION 6.02. Information as to Representatives...............................21

SECTION 6.03. Compensation and Expenses.......................................22

SECTION 6.04. Stamp and Other Similar Taxes...................................22

SECTION 6.05. Filing Fees, Excise Taxes, Etc..................................22

SECTION 6.06. Indemnification.................................................22

SECTION 6.07. Further Assurances..............................................23

                                  ARTICLE VII
                             THE COLLATERAL TRUSTEE

SECTION 7.01. Declaration of Trust............................................24

SECTION 7.02. Exculpatory Provisions..........................................24

SECTION 7.03. Delegation of Duties............................................25

SECTION 7.04. Reliance by Collateral Trustees.................................25

SECTION 7.05. Limitations on Duties of the Trustees...........................25

SECTION 7.06. Moneys to Be Held in Trust......................................26


                                      ii
<PAGE>


SECTION 7.07. Resignation and Removal of Collateral Trustees..................26

SECTION 7.08. Status of Successors to Trustee.................................27

SECTION 7.09. Merger of the Corporate Trustee.................................28

SECTION 7.10. Powers of Individual Trustee....................................28

SECTION 7.11. Additional Co-Trustees; Separate Trustees.......................28

SECTION 7.12. Trustees Appointed Attorneys-in-Fact............................30

SECTION 7.13. Ordinary Care...................................................30

                                  ARTICLE VIII
                             RELEASE OF COLLATERAL

SECTION 8.01. Partial Release of Collateral...................................30

SECTION 8.02. Full Release of Collateral Upon Satisfaction of Certain
               Secured Obligations............................................32

SECTION 8.03. Effect of Release of Collateral.................................33

                                   ARTICLE IX
                                 MISCELLANEOUS

SECTION 9.01. Amendments, Supplements and Waivers.............................33

SECTION 9.02. Additional Actions of Representatives...........................34

SECTION 9.03. Notices.........................................................34

SECTION 9.04. Headings........................................................35

SECTION 9.05. Severability....................................................35

SECTION 9.06. Treatment of Payee or Indorsee by Trustees......................35

SECTION 9.07. Dealings with the Pledgors......................................36

SECTION 9.08. Claims Against Trustee..........................................36

SECTION 9.09. Binding Effect..................................................36

SECTION 9.10. Governing Law...................................................36


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SECTION 9.11. Effectiveness...................................................36

SECTION 9.12. Re-execution of Agreement.......................................37

SECTION 9.13. Effect on Credit Agreements.....................................37

SECTION 9.14. Counterparts....................................................37

SECTION 9.15. Additional Pledgors.............................................37

Schedules:

Schedule 1        -        Fee Schedule



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