<PAGE>

                                                                    EXHIBIT 10.2

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


                      GUARANTEE AND COLLATERAL AGREEMENT


                                   made by


                           ACT MANUFACTURING, INC.


                       and certain of its Subsidiaries


                                  in favor of


                          THE CHASE MANHATTAN BANK,
                            as Administrative Agent


                           Dated as of June 29, 2000


================================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
SECTION 1. DEFINED TERMS.................................................   1

     1.1  Definitions....................................................   1
          -----------
     1.2  Other Definitional Provisions..................................   6
          -----------------------------

SECTION 2. GUARANTEE.....................................................   6

     2.1  Guarantee......................................................   6
          ---------
     2.2  Right of Contribution..........................................   7
          ---------------------
     2.3  No Subrogation.................................................   7
          --------------
     2.4  Amendments, etc. with respect to the Borrower Obligations......   8
          ---------------------------------------------------------
     2.5  Guarantee Absolute and Unconditional...........................   8
          ------------------------------------
     2.6  Reinstatement..................................................   9
          -------------
     2.7  Payments.......................................................   9
          --------

SECTION 3. GRANT OF SECURITY INTEREST....................................   9

SECTION 4. REPRESENTATIONS AND WARRANTIES................................  10

     4.1  Title; No Other Liens..........................................  10
          ---------------------
     4.2  Perfected First Priority Liens.................................  10
          ------------------------------
     4.3  Chief Executive Office.........................................  11
          ----------------------
     4.4  Inventory and Equipment........................................  11
          -----------------------
     4.5  Farm Products..................................................  11
          -------------
     4.6  Investment Property............................................  11
          -------------------
     4.7  Receivables....................................................  11
          -----------
     4.8  Intellectual Property..........................................  12
          ---------------------

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

     5.1  Covenants in Credit Agreement..................................  12
          -----------------------------
     5.2  Delivery of Instruments and Chattel Paper......................  12
          -----------------------------------------
     5.3  Maintenance of Insurance.......................................  12
          ------------------------
     5.4  Payment of Obligations.........................................  13
          ----------------------
     5.5  Maintenance of Perfected Security Interest; Further
          ---------------------------------------------------
               Documentation.............................................  13
               -------------
     5.6  Changes in Locations, Name, etc................................  14
          -------------------------------
     5.7  Notices........................................................  14
          -------
     5.8  Investment Property............................................  14
          -------------------
     5.9  Receivables....................................................  15
          -----------
     5.10 Intellectual Property..........................................  15
          ---------------------

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

     6.1  Certain Matters Relating to Receivables........................  17
          ---------------------------------------
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
     6.2  Communications with Obligors; Grantors Remain Liable..........  18
          ----------------------------------------------------
     6.3  Pledged Stock.................................................  18
          -------------
     6.4  Proceeds to be Turned Over To Administrative Agent............  19
          --------------------------------------------------
     6.5  Application of Proceeds.......................................  20
          -----------------------
     6.6  Code and Other Remedies.......................................  20
          -----------------------
     6.7  Registration Rights...........................................  21
          -------------------
     6.8  Waiver; Deficiency............................................  21
          ------------------

SECTION 7. THE ADMINISTRATIVE AGENT.....................................  22

     7.1  Administrative Agent's Appointment as Attorney-in-Fact, etc...  22
          -----------------------------------------------------------
     7.2  Duty of Administrative Agent..................................  23
          ----------------------------
     7.3  Execution of Financing Statements.............................  24
          ---------------------------------
     7.4  Authority of Administrative Agent.............................  24
          ---------------------------------

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

     8.1  Amendments in Writing.........................................  24
          ---------------------
     8.2  Notices.......................................................  24
          -------
     8.3  No Waiver by Course of Conduct; Cumulative Remedies...........  25
          ---------------------------------------------------
     8.4  Enforcement Expenses; Indemnification.........................  25
          -------------------------------------
     8.5  Successors and Assigns........................................  25
          ----------------------
     8.6  Set-Off.......................................................  25
          -------
     8.7  Counterparts..................................................  26
          ------------
     8.8  Severability..................................................  26
          ------------
     8.9  Section Headings..............................................  26
          ----------------
     8.10 Integration...................................................  26
          -----------
     8.11 GOVERNING LAW.................................................  26
          -------------
     8.12 Submission To Jurisdiction; Waivers...........................  26
          -----------------------------------
     8.13 Acknowledgements..............................................  27
          ----------------
     8.14 Additional Grantors...........................................  27
          -------------------
     8.15 Releases......................................................  28
          --------
     8.16 WAIVER OF JURY TRIAL..........................................  28
          --------------------
</TABLE>

                                      ii
<PAGE>

Schedules

Schedule 1   Notice Addresses of Guarantors
Schedule 2   Description of Pledged Securities
Schedule 3   Filings and Other Actions Required to Perfect Security Interests
Schedule 4   Jurisdiction of Organization and Location of Chief Executive Office
Schedule 5   Locations of Inventory and Equipment
Schedule 6   Intellectual Property
Schedule 7   Existing Prior Liens

Annexes

Annex I      Assumption Agreement
Annex II     Acknowledgment and Consent

                                      iii
<PAGE>

          GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 29, 2000, made by
each of the signatories hereto (together with any other entity that may become a
party hereto as provided herein, the "Grantors"), in favor of THE CHASE
                                      --------
MANHATTAN BANK, as Administrative Agent (in such capacity, the "Administrative
                                                                --------------
Agent") for the several banks and other financial institutions and entities (the
-----
"Lenders") from time to time parties to the Credit Agreement, dated as of June
 -------
29, 2000 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among ACT MANUFACTURING, INC., a Massachusetts corporation
 ----------------
(the "Parent Borrower"), the Lenders, CREDIT SUISSE FIRST BOSTON, as syndication
      ---------------
agent (in such capacity, the "Syndication Agent"), SOCIETE GENERALE, as
                              -----------------
documentation agent (in such capacity, the "Documentation Agent") and the
                                            -------------------
Administrative Agent.

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

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

          WHEREAS, the Borrowers are members of an affiliated group of companies
that includes each other Grantor;

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

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

          WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective extensions of credit to the Borrowers under the Credit
Agreement that the Grantors shall have executed and delivered this Agreement to
the Administrative Agent for the ratable benefit of the Lenders;

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

                           SECTION 1. DEFINED TERMS

          1.1  Definitions.  (a) Unless otherwise defined herein, terms defined
               -----------
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement, and the following terms which are defined in the Uniform
Commercial Code in effect in the State of New York
<PAGE>

                                                                               2

on the date hereof are used herein as so defined: Accounts, Chattel Paper,
Documents, Equipment, Farm Products, Goods, Instruments, Inventory and
Investment Property.

          (b)  The following terms shall have the following meanings:

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

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

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

          "Borrower Obligations": the collective reference to (i) the Borrower
           --------------------
     Credit Agreement Obligations, (ii) the Borrower Hedge Agreement
     Obligations, but only to the extent that, and only so long as, the Borrower
     Credit Agreement Obligations are secured and guaranteed pursuant hereto,
     and (iii) all other obligations and liabilities of the Borrowers, whether
     direct or
<PAGE>

                                                                               3

     indirect, absolute or contingent, due or to become due, or now existing or
     hereafter incurred, which may arise under, out of, or in connection with,
     this Agreement (including, without limitation, all fees and disbursements
     of counsel to the Administrative Agent or to the Lenders that are required
     to be paid by the Borrowers pursuant to the terms of this Agreement).

          "Collateral": as defined in Section 3.
           ----------

          "Collateral Account": any collateral account established by the
           ----------------
     Administrative Agent as provided in Section 6.1 or 6.4.

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

          "Deposit Account": as defined in the Uniform Commercial Code of any
           ---------------
     applicable jurisdiction and, in any event, including, without limitation,
     any demand, time, savings, passbook or like account maintained with a
     depositary institution.

          "Foreign Subsidiary": any Subsidiary organized under the laws of any
           ------------------
     jurisdiction outside the United States of America.

          "Foreign Subsidiary Voting Stock": the voting Capital Stock of any
           -------------------------------
     Foreign Subsidiary.

          "General Intangibles": all "general intangibles" as such term is
           -------------------
     defined in Section 9-106 of the Uniform Commercial Code in effect in the
     State of New York on the date hereof and, in any event, including, without
     limitation, with respect to any Grantor, all contracts, agreements,
     instruments and indentures in any form, and portions thereof, to which such
     Grantor is a party or under which such Grantor has any right, title or
     interest or to which such Grantor or any property of such Grantor is
     subject, as the same may from time to time be amended, supplemented or
     otherwise modified, including, without limitation, (i) all rights of such
     Grantor to receive moneys due and to become due to it thereunder or in
     connection therewith, (ii) all rights of such Grantor to damages arising
     thereunder and (iii) all rights of such Grantor to perform and to exercise
     all remedies thereunder, in each case to the extent the grant by such
     Grantor of a security interest pursuant to this Agreement in its right,
     title and interest in such contract, agreement, instrument or indenture is
     not prohibited by such contract, agreement, instrument or indenture without
     the consent of any other party thereto, would not give any other party to
     such contract, agreement, instrument or indenture the right to terminate
     its obligations thereunder, or is permitted with consent if all necessary
     consents to such grant of a security interest have been obtained from the
     other parties thereto (it being understood that the foregoing shall not be
     deemed to obligate such Grantor to obtain such consents); provided, that
                                                               --------
<PAGE>

                                                                               4

     the foregoing limitation shall not affect, limit, restrict or impair the
     grant by such Grantor of a security interest pursuant to this Agreement in
     any Receivable or any money or other amounts due or to become due under any
     such contract, agreement, instrument or indenture.

          "Guarantor Obligations": with respect to any Guarantor, all
           ---------------------
     obligations and liabilities of such Guarantor which may arise under or in
     connection with this Agreement (including, without limitation, Section 2)
     or any other Loan Document to which such Guarantor is a party, in each case
     whether on account of guarantee obligations, reimbursement obligations,
     fees, indemnities, costs, expenses or otherwise (including, without
     limitation, all fees and disbursements of counsel to the Administrative
     Agent or to the Lenders that are required to be paid by such Guarantor
     pursuant to the terms of this Agreement or any other Loan Document).

          "Guarantors": the collective reference to each Grantor other than the
           ----------
     Parent Borrower.

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

          "Intellectual Property": the collective reference to all rights,
           ---------------------
     priorities and privileges relating to intellectual property, whether
     arising under United States, multinational or foreign laws or otherwise,
     including, without limitation, the Copyrights, the Patents, the Trademarks,
     and all rights to sue at law or in equity for any infringement or other
     impairment thereof, including the right to receive all proceeds and damages
     therefrom.

          "Intercompany Note": any promissory note evidencing loans made by any
           -----------------
     Grantor to the Parent or any of its Subsidiaries.

          "Investment Property": the collective reference to (i) all "investment
           -------------------
     property" as such term is defined in Section 9-115 of the New York UCC
     (other than any Foreign Subsidiary Voting Stock excluded from the
     definition of "Pledged Stock" and the stock of eOn Communications
     Corporation) and (ii) whether or not constituting "investment property" as
     so defined, all Pledged Notes and all Pledged Stock.

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

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

          "Obligations": (i) in the case of the Parent Borrower, the Borrower
           -----------
     Obligations, and (ii) in the case of each Guarantor, its Guarantor
     Obligations.
<PAGE>

                                                                               5

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

          "Pledged Notes": all promissory notes listed on Schedule 2.
           -------------                                  ----------

          "Pledged Securities": the collective reference to the Pledged Notes
           ------------------
     and the Pledged Stock.

          "Pledged Stock": the shares of Capital Stock listed on Schedule 2,
           -------------                                         ----------
     together with any other shares, stock certificates, options or rights of
     any nature whatsoever in respect of the Capital Stock of any Person that
     may be issued or granted to, or held by, any Grantor while this Agreement
     is in effect; provided that in no event shall more than 65% of the total
                   --------
     outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be
     required to be pledged hereunder.

          "Proceeds": all "proceeds" as such term is defined in Section 9-306(1)
           --------
     of the Uniform Commercial Code in effect in the State of New York on the
     date hereof and, in any event, shall include, without limitation, all
     dividends or other income from the Investment Property, collections thereon
     or distributions or payments with respect thereto.

          "Receivable": any right to payment for goods sold or leased or for
           ----------
     services rendered, whether or not such right is evidenced by an Instrument
     or Chattel Paper and whether or not it has been earned by performance
     (including, without limitation, any Account).

          "Securities Act":  the Securities Act of 1933, as amended.
           --------------

          "Specified Hedge Agreement": any Hedge Agreement (a) entered into by
           -------------------------
     (i) either of the Borrowers or any of their subsidiaries and (ii) any
     Lender or any affiliate thereof, as counterparty, and (b) which has been
     designated by such Lender and the Borrowers, by notice to the
     Administrative Agent and the Syndication Agent not later than 90 days after
     the execution and delivery by either of the Borrowers or a Subsidiary
     thereof, as a Specified Hedge Agreement. The designation of any Hedge
     Agreement as a Specified Hedge Agreement shall not create in favor of the
     Lender or affiliate thereof that is a party thereto any rights in
     connection with the management or release of any Collateral or any
     Guarantor Obligations.

          "Trademarks": (i) all registered trademarks, trade names, corporate
           ----------
     names, company names, business names, fictitious business names, trade
     styles, service marks, logos and other source or business identifiers, and
     all goodwill associated therewith, now existing or hereafter adopted or
     acquired, all registrations and recordings thereof, and all applications in
     connection
<PAGE>

                                                                               6

     therewith, whether in the United States Patent and Trademark Office or in
     any similar office or agency of the United States, any State thereof or any
     political subdivision thereof, or otherwise, and all common-law rights
     related thereto, including, without limitation, any of the foregoing
     referred to in Schedule 6, and (ii) the right to obtain all renewals
                    ----------
     thereof.

          "Vehicles": all cars, trucks, trailers, construction and earth moving
           --------
     equipment and other vehicles covered by a certificate of title law of any
     state and, in any event including, without limitation, all tires and other
     appurtenances to any of the foregoing.

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

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

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

                             SECTION 2. GUARANTEE

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

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

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

          (d)  The guarantee contained in this Section 2 shall remain in full
force and effect until all the Borrower Obligations and the obligations of each
Guarantor under the guarantee contained
<PAGE>

                                                                               7

in this Section 2 shall have been satisfied by payment in full, no Letter of
Credit shall be outstanding and the Commitments shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement
the Borrowers may be free from any Borrower Obligations.

          (e)  No payment made by any of the Borrowers, any of the Guarantors,
any other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from any of the Borrowers, any of the
Guarantors, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder which shall, notwithstanding any such payment (other than
any payment made by such Guarantor in respect of the Borrower Obligations or any
payment received or collected from such Guarantor in respect of the Borrower
Obligations), remain liable for the Borrower Obligations up to the maximum
liability of such Guarantor hereunder until the Borrower Obligations are paid in
full, no Letter of Credit shall be outstanding and the Commitments are
terminated.

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

          2.3  No Subrogation. Notwithstanding any payment made by any Guarantor
               --------------
hereunder or any set-off or application of funds of any Guarantor by the
Administrative Agent or any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against either of the Borrowers or any other Guarantor or any collateral
security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek
or be entitled to seek any contribution or reimbursement from either of the
Borrowers or any other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Administrative Agent and the Lenders
by the Borrowers on account of the Borrower Obligations are paid in full, no
Letter of Credit shall be outstanding and the Commitments are terminated. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Borrower Obligations shall not have been paid in full,
such amount shall be held by such Guarantor in trust for the Administrative
Agent and the Lenders, segregated from other funds of such Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Administrative
Agent in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the
Borrower Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.
<PAGE>

                                                                               8

                  2.4 Amendments, etc. with respect to the Borrower Obligations.
                      ---------------------------------------------------------
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender and any of the Borrower Obligations
continued, and the Borrower Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and the
Credit Agreement and the other Loan Documents and any other documents executed
and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or all Lenders, as the case may be) may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the Borrower
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Borrower Obligations or for the guarantee contained in this Section 2 or any
property subject thereto.

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

                                                                               9

or otherwise pursue such rights and remedies as it may have against either of
the Borrowers, any other Guarantor or any other Person or against any collateral
security or guarantee for the Borrower Obligations or any right of offset with
respect thereto, and any failure by the Administrative Agent or any Lender to
make any such demand, to pursue such other rights or remedies or to collect any
payments from either of the Borrowers, any other Guarantor or any other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of either of the Borrowers, any other
Guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Administrative Agent or
any Lender against any Guarantor. For the purposes hereof "demand" shall include
the commencement and continuance of any legal proceedings.

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

                  2.7 Payments.  Each Guarantor hereby guarantees that payments
                      --------
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the Payment Office specified in the Credit Agreement.

                    SECTION 3.  GRANT OF SECURITY INTEREST

                  Each Grantor hereby grants to the Administrative Agent, for
the ratable benefit of the Lenders (and any affiliates of any Lender to which
Hedge Agreement Obligations are owing), a security interest in, all of the
following property now owned or at any time hereafter acquired by such Grantor
or in which such Grantor now has or at any time in the future may acquire any
right, title or interest (collectively, the "Collateral"), as collateral
                                             ----------
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of such Grantor's
Obligation:

                  (a)  all Accounts;

                  (b)  all Chattel Paper;

                  (c)  all Contracts;

                  (d)  all Deposit Accounts;
<PAGE>

                                                                              10

                  (e)  all Documents;

                  (f)  all Equipment;

                  (g)  all  General Intangibles;

                  (h)  all Instruments;

                  (i)  all Intellectual Property;

                  (j)  all Inventory;

                  (k)  all Investment Property;

                  (l)  all Vehicles;

                  (m)  all Goods and other property not otherwise described
above;

                  (n)  all books and records pertaining to the Collateral; and

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


                  SECTION 4.  REPRESENTATIONS AND WARRANTIES

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

                  4.1  Title; No Other Liens.  Except for the security interest
                       ---------------------
granted to the Administrative Agent for the ratable benefit of the Lenders
pursuant to this Agreement and the other Liens permitted to exist on the
Collateral by the Credit Agreement, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as have
been filed in favor of the Administrative Agent, for the ratable benefit of the
Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

                  4.2  Perfected First Priority Liens.  The security interests
                       ------------------------------
granted pursuant to this Agreement (a) upon completion of the filings and other
actions specified on Schedule 3 (which, in the case of all filings and other
                     ----------
documents referred to on said Schedule, have been delivered to the
Administrative Agent in completed and duly executed form) will constitute valid
perfected security
<PAGE>

                                                                              11

interests in all of the Collateral in favor of the Administrative Agent, for the
ratable benefit of the Lenders, as collateral security for such Grantor's
Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase any Collateral
from such Grantor and are prior to all other Liens on the Collateral in
existence on the date hereof except for (i) unrecorded Liens permitted by the
Credit Agreement which have priority over the Liens on the Collateral by
operation of law and (ii) Liens described on Schedule 8 to this Agreement or
                                             ----------
Schedule 7.3(f) to the Credit Agreement.

                  4.3  Chief Executive Office.  On the date hereof, such
                       ----------------------
Grantor's jurisdiction of organization and the location of such Grantor's chief
executive office or sole place of business are specified on Schedule 4.
                                                            ----------

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

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

                  4.6  Investment Property.  (a) The shares of Pledged Stock
                       -------------------
pledged by such Grantor hereunder constitute all the issued and outstanding
shares of all classes of the Capital Stock of each Issuer owned by such Grantor
or, in the case of Foreign Subsidiary Voting Stock, if less, 64.9% of the
outstanding Foreign Subsidiary Voting Stock of each relevant Issuer.

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

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

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

                  4.7  Receivables.  (a) No amount payable to such Grantor under
                       -----------
or in connection with any Receivable is evidenced by any Instrument or Chattel
Paper which has not been delivered to the Administrative Agent.

                  (b)  The amounts represented by such Grantor to the Lenders
from time to time as owing to such Grantor in respect of the Receivables will at
such times be accurate.
<PAGE>

                                                                              12

                  4.8  Intellectual Property.  (a) Schedule 6 lists all
                       ---------------------       ----------
Intellectual Property owned by such Grantor in its own name on the date hereof.

                  (b)  On the date hereof, all material Intellectual Property of
such Grantor described on Schedule 6 is valid, subsisting, unexpired and
                          ----------
enforceable, has not been abandoned and does not infringe the intellectual
property rights of any other Person.

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

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

                             SECTION 5.  COVENANTS

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

                  5.1  Covenants in Credit Agreement. In the case of each
                       -----------------------------
Guarantor, such Guarantor shall take, or shall refrain from taking, as the case
may be, each action that is necessary to be taken or not taken, as the case may
be, so that no Default or Event of Default is caused by the failure to take such
action or to refrain from taking such action by such Guarantor or any of its
Subsidiaries.

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

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

                                                                              13

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

                  (c)  Each of the Borrowers shall deliver to the Administrative
Agent and the Lenders upon their request therefor a report of a reputable
insurance broker with respect to such insurance substantially concurrently with
the delivery by each of the Borrowers to the Administrative Agent of its audited
financial statements for each fiscal year and such supplemental reports with
respect thereto as the Administrative Agent may from time to time reasonably
request.

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

                  5.5  Maintenance of Perfected Security Interest; Further
                       ---------------------------------------------------
Documentation
-------------

                  (a)  Such Grantor shall maintain the security interest created
by this Agreement as a perfected security interest having at least the priority
described in Section 4.2 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

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

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

                                                                              14

                  5.6  Changes in Locations, Name, etc.  Such Grantor will not,
                       -------------------------------
except upon 15 days' prior written notice to the Administrative Agent and
delivery to the Administrative Agent of (a) all additional executed financing
statements and other documents reasonably requested by the Administrative Agent
to maintain the validity, perfection and priority of the security interests
provided for herein and (b) if applicable, a written supplement to Schedule 5
                                                                   ----------
showing any additional location at which Inventory or Equipment shall be kept:

                  (i)   permit any of the Inventory or Equipment to be kept at a
         location other than those listed on Schedule 5;
                                             ----------
                  (ii)  change its jurisdiction of organization or the location
         of its chief executive office or sole place of business from that
         referred to in Section 4.3; or

                  (iii) change its name, identity or corporate structure to such
         an extent that any financing statement filed by the Administrative
         Agent in connection with this Agreement would become misleading.

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

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

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

                  5.8  Investment Property.  (a) If such Grantor shall become
                       -------------------
entitled to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Administrative Agent and the Lenders, hold the same in
trust for the Administrative Agent and the Lenders and deliver the same
forthwith to the Administrative Agent in the exact form received, duly indorsed
by such Grantor to the Administrative Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by such
Grantor and with, if the Administrative Agent so requests, signature guaranteed,
to be held by the Administrative Agent, subject to the terms hereof, as
additional collateral security for the Obligations. Any sums paid upon or in
respect of the Investment Property upon the liquidation or dissolution of any
Issuer shall be paid over to the Administrative Agent to be held by it hereunder
as additional collateral security for the Obligations, and
<PAGE>

                                                                              15

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

                  (b)  Without the prior written consent of the Administrative
Agent, such Grantor will not (i) sell, assign, transfer, exchange, or otherwise
dispose of, or grant any option with respect to, the Investment Property or
Proceeds thereof (except pursuant to a transaction expressly permitted by the
Credit Agreement), (ii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the Investment
Property or Proceeds thereof, or any interest therein, except for the security
interests created by this Agreement or (iii) enter into any agreement or
undertaking restricting the right or ability of such Grantor or the
Administrative Agent to sell, assign or transfer any of the Pledged Securities
or Proceeds thereof.

                  (c)  In the case of each Grantor which is an Issuer, such
Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Pledged Securities issued by it and will comply with such terms insofar
as such terms are applicable to it, (ii) it will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms
of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to
                                              ------- --------
all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with
respect to the Pledged Securities issued by it.

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

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

                  5.10 Intellectual Property. (a) Such Grantor (either itself or
                       ---------------------
through licensees) will, except as otherwise determined by its Board of
Directors to be in such Grantor's best interest, (i) continue to use each
material Trademark on each and every trademark class of goods applicable to its
current line as reflected in its current catalogs, brochures and price lists in
order to maintain such
<PAGE>

                                                                              16

Trademark in full force free from any claim of abandonment for non-use, (ii)
maintain as in the past the quality of products and services offered under such
Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends required by applicable Requirements of Law,
(iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the Administrative Agent, for the ratable
benefit of the Lenders, shall obtain a perfected security interest in such mark
pursuant to this Agreement, and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark may become invalidated or impaired in any way.

                  (b) Such Grantor (either itself or through licensees) will
not, except as otherwise determined by the Board of Directors of such Grantor to
be in such Grantor's best interest, do any act, or omit to do any act, whereby
any material Patent may become forfeited, abandoned or dedicated to the public.

                  (c) Such Grantor (either itself or through licensees), except
as otherwise determined by the Board of Directors of such Grantor to be in such
Grantor's best interest, (i) will employ each material Copyright and (ii) will
not (and will not permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby any material portion of the Copyrights may
become invalidated or otherwise impaired. Such Grantor will not (either itself
or through licensees) do any act whereby any material portion of the Copyrights
may fall into the public domain.

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

                  (e) Such Grantor will notify the Administrative Agent and the
Lenders immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal in
any country) regarding such Grantor's ownership of, or the validity of, any
material Intellectual Property or such Grantor's right to register the same or
to own and maintain the same, except as otherwise determined by the Board of
Directors of such Grantor to be in such Grantor's best interest.

                  (f) Whenever such Grantor, either by itself or through any
agent, employee, licensee or designee, shall file an application for the
registration of any Intellectual Property with the United States Patent and
Trademark Office or the United States Copyright Office, such Grantor shall
report such filing to the Administrative Agent within five Business Days after
the last day of the fiscal quarter in which such filing occurs. Upon request of
the Administrative Agent, such Grantor shall execute and deliver, and have
recorded, any and all agreements, instruments, documents, and papers as the
Administrative Agent may request to evidence the Administrative Agent's and the
Lenders' security

<PAGE>

                                                                              17

interest in any Copyright, Patent or Trademark and the goodwill and general
intangibles of such Grantor relating thereto or represented thereby.

                  (g) Such Grantor will, except as otherwise determined by the
Board of Directors of such Grantor to be in such Grantor's best interest, take
all reasonable and necessary steps, including, without limitation, in any
proceeding before the United States Patent and Trademark Office or the United
States Copyright Office, to maintain and pursue each application (and to obtain
the relevant registration) and to maintain each registration of the material
Intellectual Property, including, without limitation, filing of applications for
renewal, affidavits of use and affidavits of incontestability.

                  (h) In the event that any material Intellectual Property is
infringed, misappropriated or diluted by a third party, such Grantor shall (i)
take such actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the
Administrative Agent after it learns thereof and, except as otherwise determined
by the Board of Directors of such Grantor to be in such Grantor's best interest,
sue for infringement, misappropriation or dilution, to seek injunctive relief
where appropriate and to recover any and all damages for such infringement,
misappropriation or dilution.

                        SECTION 6.  REMEDIAL PROVISIONS

                  6.1  Certain Matters Relating to Receivables.  (a) The
                       ---------------------------------------
Administrative Agent shall have the right, upon reasonable prior notice to the
Parent Borrower and the applicable Grantor, to make test verifications of the
Receivables in any manner and through any medium that it reasonably considers
advisable, and each Grantor shall furnish all such assistance and information as
the Administrative Agent may require in connection with such test verifications.
At any time and from time to time, upon the Administrative Agent's reasonable
request and at the expense of the relevant Grantor, such Grantor shall cause
independent public accountants or others satisfactory to the Administrative
Agent to furnish to the Administrative Agent reports showing reconciliations,
aging and test verifications of, and trial balances for, the Receivables.

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

                                                                              18

deposit of Proceeds of Receivables shall be accompanied by a report identifying
in reasonable detail the nature and source of the payments included in the
deposit.

          (c)  At the Administrative Agent's request at any time after the
occurrence and during the continuance of an Event of Default, each Grantor shall
deliver to the Administrative Agent all original and other documents evidencing,
and relating to, the agreements and transactions which gave rise to the
Receivables, including, without limitation, all original orders, invoices and
shipping receipts.

          6.2  Communications with Obligors; Grantors Remain Liable. (a)  The
               ----------------------------------------------------
Administrative Agent in its own name or in the name of others may at any time
communicate with obligors under the Receivables and parties to the Contracts to
verify with them to the Administrative Agent's satisfaction the existence,
amount and terms of any Receivables or Contracts.

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

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

          6.3  Pledged Stock. (a) Unless an Event of Default shall have occurred
               -------------
and be continuing and the Administrative Agent shall have given notice to the
relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal
course of business of the relevant Issuer and consistent with past practice, to
the extent permitted in the Credit Agreement, and to exercise all voting and
corporate rights with respect to the Pledged Securities; provided, however, that
                                                         --------  -------
no vote shall be cast or corporate right exercised or other action taken which,
in the Administrative Agent's reasonable judgment, would impair the Collateral
or which would be
<PAGE>

                                                                              19

inconsistent with or result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document.

          (b)  If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the relevant Grantor or Grantors, (i) the Administrative Agent shall have the
right to receive any and all cash dividends, payments or other Proceeds paid in
respect of the Pledged Securities and make application thereof to the
Obligations in the order set forth in Section 6.5, and (ii) any or all of the
Pledged Securities shall be registered in the name of the Administrative Agent
or its nominee, and the Administrative Agent or its nominee may thereafter
Securities upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the corporate structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege or
option pertaining to such Pledged Securities, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it, but
the Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.

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

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

                                                                              20

          6.5  Application of Proceeds. At such intervals as may be agreed upon
               -----------------------
by each of the Borrowers and the Administrative Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the Administrative
Agent's election, the Administrative Agent may apply all or any part of Proceeds
constituting Collateral, whether or not held in any Collateral Account, and any
proceeds of the guarantee set forth in Section 2, in payment of the Obligations
in the following order:

          First, to pay incurred and unpaid fees and expenses of the
          -----
     Administrative Agent under the Loan Documents;

          Second, to the Administrative Agent, for application by it towards
          ------
     payment of amounts then due and owing and remaining unpaid in respect of
     the Obligations, pro rata among the Lenders according to the amounts of the
                      --------
     Obligations then due and owing and remaining unpaid to the Lenders;

          Third, to the Administrative Agent, for application by it towards
          -----
     prepayment of the Obligations in accordance with Section 2.9(d) of the
     Credit Agreement, pro rata among the Lenders according to the amounts of
                       --- ----
     the Obligations then held by the Lenders; and

          Fourth, any balance of such Proceeds remaining after the Obligations
          ------
     shall have been paid in full, no Letters of Credit shall be outstanding and
     the Commitments shall have terminated shall be paid over to the relevant
     Borrower or to whomsoever may be lawfully entitled to receive the same.

          6.6  Code and Other Remedies. If an Event of Default shall occur and
               -----------------------
be continuing, the Administrative Agent, on behalf of the Lenders, may exercise,
in addition to all other rights and remedies granted to them in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC
or any other applicable law. Without limiting the generality of the foregoing,
the Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Administrative Agent or any Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Administrative Agent or any Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released. Each Grantor
further agrees, at the Administrative Agent's request, to assemble the
Collateral and make it available to the
<PAGE>

                                                                              21

Administrative Agent at places which are reasonably convenient to the
Administrative Agent and such Grantor. The Administrative Agent shall apply the
net proceeds of any action taken by it pursuant to this Section 6.6, after
deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or
in any way relating to the Collateral or the rights of the Administrative Agent
and the Lenders hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the Obligations,
in such order as the Administrative Agent may elect, and only after such
application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including, without limitation, Section
9-504(1)(c) of the New York UCC, need the Administrative Agent account for the
surplus, if any, to any Grantor. To the extent permitted by applicable law, each
Grantor waives all claims, damages and demands it may acquire against the
Administrative Agent or any Lender arising out of the exercise by them of any
rights hereunder, except those resulting from the gross negligence or willful
misconduct of the Administrative Agent or any Lender. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.

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

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

          6.8  Waiver; Deficiency. Each Grantor waives and agrees not to assert
               ------------------
any rights or privileges which it may acquire under Section 9-112 of the New
York UCC. Each Grantor shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Collateral are
<PAGE>

                                                                              22

insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any Lender to collect such
deficiency.

                SECTION 7. THE ADMINISTRATIVE AGENT

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

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

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

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

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

          (v)    (1) direct any party liable for any payment under any of the
     Collateral to make payment of any and all moneys due or to become due
     thereunder directly to the Administrative Agent or as the Administrative
     Agent shall direct; (2) ask or demand for, collect, and receive payment of
     and receipt for, any and all moneys, claims and other amounts due or to
     become due at any time in respect of or arising out of any Collateral; (3)
     sign and indorse any invoices,
<PAGE>

                                                                              23

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

     Anything in this Section 7.1 (a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

          (b)  If any Grantor fails to perform or comply with any of its
agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.

          (c)  The expenses of the Administrative Agent incurred in connection
with actions undertaken as provided in this Section 7.1, together with interest
thereon at a rate per annum equal to the rate per annum at which interest would
then be payable on past due Revolving Credit Loans that are Alternate Base Rate
Loans under the Credit Agreement, from the date of payment by the Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand.

          (d)  All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are released.

          7.2  Duty of Administrative Agent. The Administrative Agent's sole
               ----------------------------
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the
Administrative Agent, any Lender nor any of their respective officers,
directors, employees or agents shall be liable for failure
<PAGE>

                                                                              24

to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof. The
powers conferred on the Administrative Agent and the Lenders hereunder are
solely to protect the Administrative Agent's and the Lenders' interests in the
Collateral and shall not impose any duty upon the Administrative Agent or any
Lender to exercise any such powers. The Administrative Agent and the Lenders
shall be accountable only for amounts that they actually receive as a result of
the exercise of such powers, and neither they nor any of their officers,
directors, employees or agents shall be responsible to any Grantor for any act
or failure to act hereunder, except for their own gross negligence or willful
misconduct.

          7.3  Execution of Financing Statements. Pursuant to Section 9-402 of
               ---------------------------------
the New York UCC and any other applicable law, each Grantor authorizes the
Administrative Agent upon reasonable prior notice to such Grantor, to file or
record financing statements and other filing or recording documents or
instruments with respect to the Collateral without the signature of such Grantor
in such form and in such offices as the Administrative Agent reasonably
determines appropriate to perfect the security interests of the Administrative
Agent under this Agreement. A photographic or other reproduction of this
Agreement shall be sufficient as a financing statement or other filing or
recording document or instrument for filing or recording in any jurisdiction.

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

                           SECTION 8. MISCELLANEOUS

          8.1  Amendments in Writing. None of the terms or provisions of this
               ---------------------
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.1 of the Credit Agreement.

          8.2  Notices. All notices,  requests and demands to or upon the
               -------
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.2 of the Credit Agreement; provided that any such
                                                      --------
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.
                                             ----------
<PAGE>

                                                                              25

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

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

          (b)  Each Guarantor agrees to pay, and to save the Administrative
Agent and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by
this Agreement.

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

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

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

          8.6  Set-Off. Each Grantor hereby irrevocably authorizes the
               -------
Administrative Agent and each Lender at any time and from time to time, without
notice to such Grantor or any other
<PAGE>

                                                                              26

Grantor, any such notice being expressly waived by each Grantor, to set-off and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent or such Lender to or for the credit or the account of such
Grantor, or any part thereof in such amounts as the Administrative Agent or such
Lender may elect, against and on account of the obligations and liabilities of
such Grantor to the Administrative Agent or such Lender hereunder then due and
owing and claims of every nature and description of the Administrative Agent or
such Lender against such Grantor, in any currency, whether arising hereunder,
under the Credit Agreement, any other Loan Document or otherwise, as the
Administrative Agent or such Lender may elect, whether or not the Administrative
Agent or any Lender has made any demand for payment. The Administrative Agent
and each Lender shall notify such Grantor promptly of any such set-off and the
application made by the Administrative Agent or such Lender of the proceeds
thereof, provided that the failure to give such notice shall not affect the
         --------
validity of such set-off and application. The rights of the Administrative Agent
and each Lender under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the
Administrative Agent or such Lender may have.

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

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

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

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

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

          8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby
               -----------------------------------
irrevocably and unconditionally:
<PAGE>

                                                                              27

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

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

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

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

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

          8.13 Acknowledgements.  Each Grantor hereby acknowledges that:
               ----------------

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

          (b)  neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Grantors, on the one hand, and the Administrative Agent and Lenders, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and

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

          8.14 Additional Grantors. Each Subsidiary of the Parent Borrower that
               -------------------
is required to become a party to this Agreement pursuant to Section 6.10 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.
<PAGE>

                                                                              28

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

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

                  8.16   WAIVER OF JURY TRIAL.   EACH GRANTOR AND, BY ACCEPTANCE
 OF THE BENEFITS HEREOF, EACH AGENT AND EACH LENDER, HEREBY IRREVOCABLY AND
 UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
 TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
<PAGE>

                                                                              29

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

                                             ACT MANUFACTURING, INC.


                                             By: John A. Pino
                                                 ---------------------------
                                                 Title: President




                                             ACT MANUFACTURING SECURITIES
                                             CORPORATION


                                             By: John A. Pino
                                                 ---------------------------
                                                 Title: President




                                             CMC INDUSTRIES, INC.


                                             By: John A. Pino
                                                 ---------------------------
                                                 Title: President