<PAGE>

                                                                    Exhibit 10.3





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                          PLEDGE AND SECURITY AGREEMENT

                                   dated as of

                                  June 27, 2001

                                      among

                                ISP CHEMCO INC.,
                       as a Borrower and the Lead Borrower

                                       and

                               ISP CHEMICALS INC.,

                            ISP TECHNOLOGIES INC. and

                               ISP MINERALS INC.,
                             as additional Borrowers


                     The SUBSIDIARY GUARANTORS Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent


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                          J.P. MORGAN SECURITIES INC.,
                    as Advisor, Lead Arranger and Bookrunner

            BEAR STEARNS CORPORATE LENDING INC. and UBS WARBURG LLC,
                            as Co-Syndication Agents

           DEUTSCHE BANC ALEX. BROWN INC. and THE BANK OF NOVA SCOTIA,
                           as Co-Documentation Agents

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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                         <C>
Section 1.  Definitions...................................................    1

Section 2.  Representations and Warranties................................    4

Section 3.  Collateral....................................................    6

Section 4.  Cash Proceeds of Collateral...................................    8
         4.01  Collateral Account.........................................    8
         4.02  Proceeds of Accounts.......................................    8
         4.03  Investment of Balance in Collateral Account................    9
         4.04  Cover for LC Exposure......................................    9
         4.05  Dispositions and Net Available Proceeds....................    9

Section 5.  Further Assurances; Remedies..................................   10
         5.01  Delivery and Other Perfection..............................   10
         5.02  Other Financing Statements and Liens.......................   11
         5.03  Preservation of Rights.....................................   11
         5.04  Special Provisions Relating to Certain Collateral..........   11
         5.05  Events of Default, Etc.....................................   14
         5.06  Deficiency.................................................   16
         5.07  Locations; Names...........................................   16
         5.08  Private Sale...............................................   16
         5.09  Application of Proceeds....................................   16
         5.10  Attorney-in-Fact...........................................   17

Section 6.  Miscellaneous.................................................   17
         6.01  Notices....................................................   17
         6.02  No Waiver..................................................   17
         6.03  Amendments, Etc............................................   17
         6.04  Expenses...................................................   17
         6.05  Successors and Assigns.....................................   18
         6.06  Counterparts...............................................   18
         6.07  Governing Law..............................................   18
         6.08  Captions...................................................   18
         6.09  Agents and Attorneys-in-Fact...............................   18
         6.10  Severability...............................................   18
         6.11  Additional Subsidiary Guarantors...........................   18
         6.12  Termination................................................   18
</TABLE>

Annex 1 -         Changes of Name
Annex 2 -         New Debtor Events
Annex 3 -         Pledged Stock
Annex 4 -         Copyrights
Annex 5 -         Patents
Annex 6 -         Trademarks
Annex 7 -         Licenses
Annex 8 -         Locations
Annex 9 -         Permitted Exceptions


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<PAGE>
                  PLEDGE AND SECURITY AGREEMENT dated as of June 27, 2001, among
ISP CHEMCO INC., ISP CHEMICALS INC., ISP TECHNOLOGIES INC. and ISP MINERALS
INC., each a Delaware corporation (individually, a "Borrower", and,
collectively, the "Borrowers"), ISP CHEMCO INC., as agent for the Obligors
hereunder (in such capacity, the "Lead Borrower"), each of the SUBSIDIARY
GUARANTORS party hereto from time to time and THE CHASE MANHATTAN BANK, as
administrative agent for the Lenders and the LC Bank under (and as defined in)
the Credit Agreement referred to below (in such capacity, the "Administrative
Agent").

                  The Borrowers, the Subsidiary Guarantors (as defined below),
certain lenders and the Administrative Agent are parties to a Credit Agreement
dated as of June 27, 2001 (the "Credit Agreement"), providing, subject to the
terms and conditions thereof, for extensions of credit to be made by said
lenders to the Borrowers in an aggregate principal or face amount not exceeding
$450,000,000 at any one time outstanding. In addition, the Obligors (as defined
below) may from time to time be obligated to one or more of said lenders in
respect of one or more Hedge Agreements under and as defined in the Credit
Agreement, cash management arrangements and foreign exchange contracts and
facilities.

                  To induce said lenders to enter into the Credit Agreement and
to extend credit thereunder and under the Hedge Agreements, cash management
arrangements and foreign exchange contracts and facilities, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Obligor has agreed to grant a security interest in the
Collateral (as defined below) as security for the Secured Obligations (as
defined below).

                  Accordingly, the parties hereto agree as follows:

                  Section 1.  Definitions.

                  (a) As used in this Agreement, the following terms have the
meanings specified below:

                  "Collateral" has the meaning assigned thereto in Section 3.

                  "Collateral Account" has the meaning assigned thereto in
         Section 4.01.

                  "Commercial Tort Claims" has the meaning assigned thereto in
         the UCC and, if not defined therein, such term means a claim arising in
         tort with respect to which (a) the claimant is an organization or (b)
         the claimant is an individual and the claim (i) arose in the course of
         the claimant's business or profession and (ii) does not include damages
         arising out of personal injury to or the death of an individual.

                  "Copyright Collateral" means all Copyrights, whether now owned
         or hereafter acquired by any Obligor, including each Copyright
         identified in Annex 4.


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                  "Copyrights" means (i) all copyrights arising under the laws
         of the United States, any other country or any political subdivision
         thereof, whether registered or unregistered and whether published or
         unpublished, all registrations and recordings thereof, and all
         applications in connection therewith, including all registrations,
         recordings and applications in the United States Copyright Office, and
         (ii) the right to obtain all renewals thereof.

                  "Intellectual Property" means with respect to any Obligor,
         collectively, all Copyright Collateral, all Patent Collateral and all
         Trademark Collateral of such Obligor, together with (a) all trade
         secrets of such Obligor; (b) all licenses and other agreements
         providing for the grant of rights to such Obligor with respect to any
         of the foregoing, including the licenses and other agreements listed in
         Annex 7; (c) all licenses, consents, permits, variances, certifications
         and approvals of governmental agencies now or hereafter held by such
         Obligor with respect to any of the foregoing; and (d) the right to sue,
         and to receive damages and payments, for past or future infringements
         thereof.

                  "Issuer" means, with respect to any Pledged Stock, each Person
         identified beneath the names of the Obligors on Annex 3 under the
         caption "Issuer".

                  "LC Exposure Sub-Account" has the meaning assigned thereto in
         Section 4.04.

                  "Letter-of-Credit Right" has the meaning assigned thereto in
         the UCC and, if not defined therein, such term means a right to payment
         or performance under a letter of credit, whether or not the beneficiary
         has demanded or is at the time entitled to demand payment or
         performance and does not include the right of a beneficiary to demand
         payment or performance under a letter of credit.

                  "Motor Vehicles" means motor vehicles, tractors, trailers and
         other like property, whether or not the title thereto is governed by a
         certificate of title or ownership.

                  "New Debtor" has the meaning assigned thereto in the UCC and,
         if not defined therein, such term means a Person that hereafter becomes
         an Obligor under this Agreement pursuant to Section 6.11 or other
         Person that by operation of law (other than Article 9 of the UCC) or
         contract becomes generally obligated for the obligations of an existing
         Obligor hereunder, including the Secured Obligations, and acquires or
         succeeds to all or substantially all of the assets of such existing
         Obligor.

                  "Obligor" means each of the Borrowers and the Subsidiary
         Guarantors.

                  "Patent Collateral" means all Patents, whether now owned or
         hereafter acquired by any Obligor, including each Patent identified in
         Annex 5.

                  "Patents" means (a) all letters patents of the United States
         or any other country, (b) all applications for letters patents of the
         United States or any other country, (c) rights to obtain reissues,
         divisions, continuations, renewals, extensions and continuations-in-
         part thereof and (d) all rights throughout the world to income,
         royalties, damages and payments now or hereafter due and/or payable
         under and with respect thereto.


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                  "Pledged Stock" has the meaning assigned thereto in Section
         3(k).

                  "Secured Obligations" means, collectively, (a) all principal
         of and interest on the Loans, all reimbursement obligations in respect
         of LC Disbursements (and all interest thereon), and all fees, expenses,
         indemnities and other amounts whatsoever now or hereafter from time to
         time owing by the Borrowers to the Secured Parties, or any of them,
         under the Credit Documents, (b) all present and future obligations of
         the Subsidiary Guarantors under the Credit Documents (including in
         respect of their Guarantee under Article III of the Credit Agreement),
         (c) all obligations of any Obligor in respect of Hedge Agreements, cash
         management arrangements (including overdraft facilities and other
         extensions of credit in connection therewith) and foreign exchange
         contracts to which such Obligor and any Lender are parties, (d) all
         present and future obligations of the Obligors under Guarantees in
         favor of any Lender in respect of obligations described under clause
         (c) above and like obligations to which any other Subsidiary or
         Affiliate of Chemco and such Lender are parties and (e) all present and
         future obligations of the Obligors to the Secured Parties, or any of
         them, hereunder.

                  "Secured Parties" means, collectively, the Lenders, the LC
         Bank and the Administrative Agent.

                  "Special Reserve Sub-Account" has the meaning assigned thereto
         in Section 4.04.

                  "Stock Collateral" has the meaning assigned thereto in Section
         3(k).

                  "Subsidiary Guarantor" means each of the Subsidiaries of
         Chemco identified under the caption "SUBSIDIARY GUARANTORS" on the
         signature pages hereto and each Subsidiary of Chemco that becomes a
         "Subsidiary Guarantor" after the date hereof pursuant to Section 6.11.

                  "Trademark Collateral" means all Trademarks, whether now owned
         or hereafter acquired by any Obligor, including each Trademark
         identified in Annex 6. Notwithstanding the foregoing, the Trademark
         Collateral does not and shall not include any Trademark that would be
         rendered invalid, abandoned, void or unenforceable by reason of its
         being included as part of the Trademark Collateral.

                  "Trademarks" means (i) all trademarks, trade names, corporate
         names, company names, business names, fictitious business names, trade
         styles, service marks, logos and other source or business identifiers,
         together, in each case, with the goodwill associated therewith, now
         existing or hereafter adopted or, acquired, all registrations and
         recordings thereof, and all applications in connection therewith,
         whether in the United States Patent and Trademark Office or in any
         similar office or agency of the United States, any State thereof or any
         other country or any political subdivision thereof, or otherwise, and
         all common-law rights related thereto and (ii) the right to obtain all
         renewals thereof.

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


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                  (b) Terms defined in the Credit Agreement, and not defined
         herein, shall have the respective meanings assigned thereto in the
         Credit Agreement; and terms defined in the UCC, and not herein or in
         the Credit Agreement, shall have the respective meanings assigned
         thereto in the UCC.

                  (c) The foregoing definitions shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, restatements, supplements or modifications set forth herein or
therein, including Section 6.17 of the Credit Agreement), (ii) references to any
law, constitution, statute, treaty, regulation, rule or ordinance (each a "law")
refer to that law as amended from time to time and include any successor law,
(iii) any reference herein to any Person shall be construed to include such
Person's successors and permitted assigns, (iv) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof and (v) all
references herein to Sections and Annexes shall be construed to refer to
Sections of, and Annexes to, this Agreement.

                  Section 2. Representations and Warranties. In addition to its
representations and warranties in any of the other Credit Documents, each
Obligor represents and warrants to the Secured Parties that:

                  (a) Collateral. Such Obligor is the sole beneficial owner of
         the Collateral in which it purports to grant a security interest
         pursuant to Section 3, and no Lien exists upon such Collateral, except
         for the Liens created hereunder and other Permitted Liens.

                  (b) Creation, Perfection and Priority. The security interest
         created hereby constitutes a valid and perfected security interest in
         the Collateral in which such Obligor purports to grant a security
         interest pursuant to Section 3, except, solely with respect to
         perfection, that part of the Collateral described in clause (ii) or
         (iii) of Section 6.22(a) of the Credit Agreement and specified in Annex
         9; and such perfected security interest in such Collateral is subject
         to no equal or prior Lien other than the other Permitted Liens set
         forth in Schedule II to the Credit Agreement or in Annex 9.

                  (c) Goods. Any Goods now or hereafter produced by such Obligor
         or any of its Subsidiaries included in the Collateral have been and
         will be produced in compliance with the requirements of the Fair Labor
         Standards Act.

                  (d) Changes in Circumstances. Such Obligor has not (i) within
         the period of four months prior to the date hereof, changed the
         location of its chief executive office or the jurisdiction of its
         organization, (ii) except as specified in Annex 1, heretofore changed
         its name, or (iii) except as specified in Annex 2, heretofore become a
         New Debtor with


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         respect to a currently effective security agreement previously entered
         into by any other Person.

                  (e) Pledged Stock. (1) The Pledged Stock evidenced by the
         certificates identified under the name of such Obligor in Annex 3 is,
         and all other Pledged Stock in which such Obligor shall hereafter grant
         a security interest pursuant to Section 3 will be, duly authorized,
         validly existing, fully paid and non-assessable and none of such
         Pledged Stock is or will be subject to any contractual restriction, or
         any restriction under the charter or by-laws of the respective Issuer
         of such Pledged Stock, upon the transfer of such Pledged Stock (except
         for any such restriction contained herein or in the Credit Agreement).

                  (2) The Pledged Stock evidenced by the certificates identified
         under the name of such Obligor in Annex 3 constitutes all of the issued
         and outstanding shares of capital stock of any class of the Issuers
         beneficially owned by such Obligor on the date hereof (whether or not
         registered in the name of such Obligor) and Annex 3 correctly
         identifies, as at the date hereof, the respective Issuers of such
         Pledged Stock, the respective class and par value of the shares
         constituting such Pledged Stock and the respective number of shares
         (and registered owners thereof) represented by each such certificate.

                  (f) Intellectual Property. (1) Annexes 4, 5, and 6,
         respectively, set forth a complete and correct list of all letters
         patents of the United States or other countries and applications
         therefor, copyright registrations and applications therefor and
         trademark registrations and applications therefor that are material to
         the business of the Obligor and owned by such Obligor on the date
         hereof. To the knowledge of such Obligor, such Obligor possesses the
         right to use, and has not authorized any other Person to use, any of
         the letters patents, copyright registrations, trademark registrations
         or applications listed in Annexes 4, 5, and 6 except as set forth on
         Annex 7. None of the registrations listed in Annexes 4, 5, and 6 have
         lapsed or expired due to failure to pay any applicable maintenance
         fees, annuities or applicable taxes.

                  (2) Annex 7 sets forth a complete and correct list of all
         licenses and other agreements providing for the grant of rights by or
         to such Obligor with respect to the Copyrights, Patents and Trademarks
         of such Obligor on the date hereof.

                  (3) To such Obligor's knowledge, (i) except as set forth in
         Annex 7, no third party has infringed or misappropriated the rights of
         such Obligor with respect to any Copyright, Patent or Trademark of such
         Obligor listed in Annexes 4, 5, and 6, respectively, and (ii) such
         Obligor is not infringing in any respect any Copyright, Patent or
         Trademark of any other Person, except as would not reasonably be
         expected to have a material adverse effect on such Obligor's business.
         To such Obligor's knowledge, except as may be set forth in Annex 7, no
         proceedings have been instituted and are pending or have been
         threatened against such Obligor alleging any violation of any
         Copyright, Patent or Trademark of any other Person, and such Obligor
         has received no claim alleging any such violation.

                  (4) To such Obligor's knowledge, such Obligor does not own any
         trademark registrations in the United States of America to which the
         last sentence of the definition


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         of Trademark Collateral applies except as would not reasonably be
         expected to have a material adverse effect on such Obligor's business.

                  Section 3. Collateral. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations, whether now existing or hereafter from
time to time arising, each Obligor hereby grants to the Administrative Agent,
for the benefit of the Secured Parties, a security interest in all of such
Obligor's right, title and interest in, to and under all of the property, assets
and revenues, whether now owned by such Obligor or hereafter acquired and
whether now existing or hereafter coming into existence, including (all of the
property, assets and revenues described in this Section 3 being collectively
referred to herein as the "Collateral"):

                  (a) all Accounts;

                  (b) all Deposit Accounts;

                  (c) all Instruments;

                  (d) all Documents;

                  (e) all Chattel Paper (whether tangible or electronic);

                  (f) all Inventory;

                  (g) all Equipment;

                  (h) all Fixtures;

                  (i) all Goods not covered by the preceding clauses of this
         Section 3;

                  (j) all Letter-of-Credit Rights;

                  (k) all shares of capital stock of the Issuers represented by
         the certificates identified in Annex 3 (which, in the case of Issuers
         that are Foreign Subsidiaries, shall not exceed 66% of the shares of
         such Issuers) under the name of such Obligor and all other shares of
         capital stock of whatever class of the Issuers, now or hereafter owned
         by such Obligor (which, in the case of Issuers that are Foreign
         Subsidiaries, shall not exceed 66% of the shares of such Issuers), in
         each case together with the certificates evidencing the same
         (collectively, the "Pledged Stock"), together with:

                           (i) all shares, securities, moneys or property
                  representing a dividend on any of the Pledged Stock, or
                  representing a distribution or return of capital upon or in
                  respect of the Pledged Stock, or resulting from a split-up,
                  revision, reclassification or other like change of the Pledged
                  Stock or otherwise received in exchange therefor, and any
                  subscription warrants, rights or options issued to the holders
                  of, or otherwise in respect of, the Pledged Stock, and


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                           (ii) without affecting the obligations of such
                  Obligor under any provision prohibiting such action hereunder
                  or under the Credit Agreement, in the event of any
                  consolidation or merger in which an Issuer is not the
                  surviving corporation, all shares of each class of the capital
                  stock of the successor corporation (unless such successor
                  corporation is such Obligor itself) formed by or resulting
                  from such consolidation or merger (the Pledged Stock, together
                  with all other certificates, shares, securities, properties or
                  moneys as may from time to time be pledged hereunder pursuant
                  to clause (i) or (ii) above and the proceeds of and to any
                  such property and, to the extent related to any such property
                  or such proceeds, all books, correspondence, credit files,
                  records, invoices and other papers being herein collectively
                  called the "Stock Collateral");

                  (l) the Collateral Account, including all Financial Assets and
         other property and balances credited thereto from time to time;

                  (m) all Investment Property not covered by clause (k) or (l)
         of this Section 3;

                  (n) all Intellectual Property;

                  (o) all General Intangibles not covered by the preceding
         clauses of this Section 3;

                  (p) all Commercial Tort Claims;

                  (q) all policies of insurance;

                  (r) all other tangible and intangible personal property
         whatsoever of such Obligor; and

                  (s) all Proceeds, products, offspring, accessions, rents,
         profits, income, benefits, substitutions and replacements of and to any
         of the Collateral and, to the extent related to any Collateral, all
         books, correspondence, credit files, records, invoices and other papers
         (including all tapes, cards, computer runs and other papers and
         documents in the possession or under the control of such Obligor or any
         computer bureau or service company from time to time acting for such
         Obligor);

provided that the Collateral shall not include: (1) Accounts originated by one
or more of the Obligors in connection with the sale or lease of inventory or the
rendering of services in the ordinary course of business that are subject to
sale to ISP Funding in connection with a Qualified Securitization Program in
effect and all Proceeds of such Accounts; (2) the capital stock of any Foreign
Subsidiary that is not owned directly by an Obligor; (3) the Intellectual
Property described in Section 6.22(a)(iii) of the Credit Agreement and specified
in Annex 9; and (4) the Belleville Property or (except to the extent provided in
Section 6.13(a) of the Credit Agreement) the Linden Property; and (5) the
property subject to any Capital Lease Obligation or purchase money security
interest permitted under Section 6.09 of the Credit Agreement, solely to the
extent of the restrictions and conditions under the security agreement (or other
documentation) governing such Capital Lease Obligations or purchase money
security interest.


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                  Section 4.  Cash Proceeds of Collateral.

                  4.01 Collateral Account. The Administrative Agent will cause
to be established at one or more banking institutions to be selected by the
Administrative Agent accounts (collectively, the "Collateral Account"), which
shall be one or more Securities Accounts and Deposit Accounts, each in the name
and under the sole dominion and control of the Administrative Agent and, in the
case of a Securities Account, in respect of which the Administrative Agent is
the Entitlement Holder, into which there shall be deposited from time to time
the cash proceeds of any of the Collateral (including proceeds of insurance
thereon) required to be delivered to the Administrative Agent pursuant hereto or
that, as provided in Section 2.05(k) or Section 6.21(d) of the Credit Agreement,
any of the Obligors are required to pledge as cash collateral or otherwise
deposit into the Collateral Account. The Financial Assets and other property and
balances credited to the Collateral Account from time to time shall constitute
part of the Collateral hereunder and shall not constitute payment of the Secured
Obligations until applied as hereinafter provided. Except as provided (a) in the
next sentence with respect to an Event of Default, (b) with respect to the
amount of the LC Exposure Sub-Account or the Special Reserve Sub-Account or (c)
with respect any property deposited to the Collateral Account in connection with
a Disposition as required by Section 6.21(d) of the Credit Agreement (for a
period ending on the Initial Settlement Date in respect of such Disposition, if
any), the Administrative Agent shall remit the collected balance standing to the
credit of the Collateral Account to or upon the order of the Lead Borrower shall
from time to time instruct. However, at any time following the occurrence and
during the continuance of an Event of Default, the Administrative Agent may
(and, if instructed by the Required Lenders, shall) in its (or their) discretion
apply or cause to be applied (subject to collection) the balance from time to
time standing to the credit of the Collateral Account to the payment of the
Secured Obligations in the manner specified in Section 5.09. The balance from
time to time in the Collateral Account shall be subject to withdrawal and
application only as provided herein (including this Section and Sections 4.04,
4.05 and 5.09) and, in the case of the Special Reserve Sub-Account, Sections
2.20 and 5.03 of the Credit Agreement.

                  4.02 Proceeds of Accounts. If so requested by the
Administrative Agent at any time after the occurrence and during the continuance
of an Event of Default, each Obligor shall instruct all account debtors in
respect of Accounts, Chattel Paper and General Intangibles and all obligors on
Instruments to make all payments in respect thereof either (a) directly to the
Administrative Agent (by instructing that such payments be remitted to a post
office box which shall be in the name and under the control of the
Administrative Agent) or (b) to one or more other banks in the United States of
America (by instructing that such payments be remitted to a post office box
which shall be in the name and under the control of the Administrative Agent)
under arrangements, in form and substance satisfactory to the Administrative
Agent, pursuant to which such Obligor shall have irrevocably instructed such
other bank (and such other bank shall have agreed) to remit all proceeds of such
payments directly to the Administrative Agent for deposit into the Collateral
Account. All payments made to the Administrative Agent, as provided in the
preceding sentence, shall be immediately deposited in the Collateral Account. In
addition to the foregoing, each Obligor agrees that, at any time after the
occurrence and during the continuance of an Event of Default, if the proceeds of
any Collateral hereunder (including the payments made in respect of Accounts)
shall be received by it, such Obligor shall, upon the request of the
Administrative Agent, as promptly as possible deposit such proceeds into the
Collateral Account. Until so deposited, all such proceeds shall be held in trust
by such Obligor


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for and as the property of the Administrative Agent and shall not be commingled
with any other funds or property of such Obligor.

                  4.03 Investment of Balance in Collateral Account. The cash
balance standing to the credit of the Collateral Account shall be invested from
time to time in such Cash Equivalents as the Lead Borrower (or, after the
occurrence and during the continuance of a Default, the Administrative Agent)
shall determine, which Cash Equivalents shall be held in the name and be under
the control of the Administrative Agent, and shall be credited to the Collateral
Account, provided that at any time after the occurrence and during the
continuance of an Event of Default, the Administrative Agent may (and, if
instructed by the Required Lenders, shall) in its (or their) discretion at any
time and from time to time elect to liquidate any such Cash Equivalents and to
apply or cause to be applied the proceeds thereof to the payment of the Secured
Obligations in the manner specified in Section 5.09. So long as no Event of
Default has occurred and is continuing, the Administrative Agent shall sell for
cash investments in Cash Equivalents credited to the Collateral Account that are
designated by the Lead Borrower in a Special Collateral Release Request,
provided that such Cash Equivalents may be readily sold in an established and
active market for investments of such type. All Proceeds (including income, gain
and sale proceeds) in respect of Cash Equivalents shall be credited to
Collateral Account. All losses with respect to any property, including Cash
Equivalents, credited to the Collateral Account shall be solely for account of
the Obligors, and such losses shall be allocated first to the balance of the
Collateral Account other than the LC Exposure Sub-Account or the Special Reserve
Sub-Account, second to the Special Reserve Sub-Account and third to the LC
Exposure Sub-Account.

                  4.04 Cover for LC Exposure. Amounts deposited into the
Collateral Account as cover for LC Exposure under Section 2.05(k) of the Credit
Agreement shall be held by the Administrative Agent in a separate sub-account
(the "LC Exposure Sub-Account") of the Collateral Account and all amounts held
in such sub-account shall constitute collateral security first for the LC
Exposure outstanding from time to time and second as collateral security for the
other Secured Obligations hereunder. The balance of the LC Exposure Sub-Account
shall be applied solely as provided herein. If at any time the balance of the LC
Exposure Sub-Account shall be less than the aggregate amount that the Borrowers
shall have been required to deposit to the Collateral Account under Section
2.05(k) of the Credit Agreement (including a deficiency as a result of losses on
property credited to the Collateral Account which are allocated to the LC
Exposure Sub-Account), then, within three Business Days (or, if an Event of
Default has occurred and is continuing, one Business Day) after the written
request of the Administrative Agent delivered to the Lead Borrower, the Obligors
shall deposit to the Collateral Account, for credit to the LC Exposure
Sub-Account, an amount in cash no less than the amount of such deficiency.

                  4.05 Dispositions and Net Available Proceeds. Amounts
deposited into the Collateral Account in connection with Dispositions pursuant
to Section 2.10(b) of the Credit Agreement shall be held by the Administrative
Agent in a separate sub-account (the "Special Reserve Sub-Account") of the
Collateral Account and all amounts held in such sub-account shall constitute
collateral security first for the obligations under the Credit Agreement
outstanding from time to time and second as collateral security for the other
Secured Obligations hereunder. The balance of the Special Reserve Sub-Account
(a) may be released in cash to the Borrowers solely as provided in Sections 2.20
and 5.03 of the Credit Agreement (provided that any such release shall be
limited to the balance of the Special Reserve Sub-Account at the time of such


                          Pledge and Security Agreement
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release, after giving effect to any losses allocated to the Special Reserve
Sub-Account, and the available cash balance credited to the Collateral Account
at such time) and (b) shall otherwise be applied solely as provided herein.

                  Section 5. Further Assurances; Remedies. In furtherance of the
grant of the pledge and security interest pursuant to Section 3, the Obligors
hereby agree with the Administrative Agent for the benefit of the Secured
Parties as follows:

                  5.01  Delivery and Other Perfection.  Each Obligor shall:

                  (a) deliver to the Administrative Agent any and all
         Instruments, Chattel Paper, Documents, Letters of Credit, Security
         Certificates other than Pledged Stock and (subject to the delivery
         requirements of Section 6.22(e) of the Credit Agreement) the Pledged
         Stock constituting part of the Collateral in which such Obligor
         purports to grant a security interest hereunder, endorsed and/or
         accompanied by such instruments of assignment and transfer in such form
         and substance as the Administrative Agent may request; provided that,
         so long as no Default shall have occurred and be continuing, the
         Administrative Agent shall, promptly upon request of the Lead Borrower
         or such Obligor, make appropriate arrangements for making any
         Instrument pledged by such Obligor available to such Obligor for
         purposes of presentation, collection or renewal (any such arrangement
         to be effected, to the extent deemed appropriate by the Administrative
         Agent, against trust receipt or like document);

                  (b) give, execute, deliver, file, record, authorize or obtain
         all such financing statements, notices, instruments, documents,
         agreements or consents or other papers as may be necessary or desirable
         in the judgment of the Administrative Agent to create, preserve,
         perfect or validate the security interest granted pursuant hereto or to
         enable the Administrative Agent to exercise and enforce its rights
         hereunder with respect to such pledge and security interest, including
         (after the occurrence of an Event of Default) causing any or all of the
         Stock Collateral constituting part of the Collateral in which such
         Obligor purports to grant a security interest hereunder to be
         transferred of record into the name of the Administrative Agent or its
         nominee (and the Administrative Agent agrees that if any such Stock
         Collateral is transferred into its name or the name of its nominee, the
         Administrative Agent will thereafter promptly give to the respective
         Obligor copies of any notices and communications received by it with
         respect to the Stock Collateral pledged by such Obligor hereunder),
         provided that notices to account debtors in respect of any Accounts,
         Chattel Paper or General Intangibles and to obligors on Instruments
         shall be subject to the provisions of clause (c) below;

                  (c) upon the occurrence and during the continuance of any
         Event of Default, upon request of the Administrative Agent, promptly
         notify (and such Obligor hereby authorizes the Administrative Agent so
         to notify) each account debtor in respect of any Accounts, Chattel
         Paper, Instruments or General Intangibles of such Obligor that such
         Collateral has been assigned to the Administrative Agent hereunder, and
         that any payments due or to become due in respect thereof are to be
         made directly to the Administrative Agent;


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                  (d) without limiting the obligations of such Obligor under
         Section 5.04(c), upon the acquisition after the date hereof by such
         Obligor of any Equipment covered by a certificate of title or ownership
         (other than a Motor Vehicle), cause the Administrative Agent to be
         listed as the lienholder on such certificate of title and take such
         other steps as may be required under the law applicable to perfection
         of a security interest in such property to perfect such security
         interest, and within 10 days of the acquisition thereof deliver
         evidence of the same to the Administrative Agent;

                  (e) cause each insurer in respect of the policies of insurance
         that constitute Collateral hereunder (other than workers' compensation
         insurance) to name the Administrative Agent as loss payee (to the
         extent covering risk of loss or damage to tangible property) and as an
         additional named insured as its interests may appear (to the extent
         covering any other risk) under such policies;

                  (f) keep full and accurate books and records relating to the
         Collateral, and stamp or otherwise mark such books and records in such
         manner as the Administrative Agent may reasonably require in order to
         reflect the security interests granted by this Agreement; and

                  (g) permit representatives of the Administrative Agent, upon
         reasonable notice, at any time during normal business hours to inspect
         and make abstracts from its books and records pertaining to the
         Collateral, and permit representatives of the Administrative Agent to
         be present at such Obligor's place of business to receive copies of all
         communications and remittances relating to the Collateral, and forward
         copies of any notices or communications received by such Obligor with
         respect to the Collateral, all in such manner as the Administrative
         Agent may reasonably require.

                  5.02 Other Financing Statements and Liens. Except with respect
to any Permitted Lien, without the prior written consent of the Administrative
Agent (granted with the authorization of each Lender), no Obligor shall (a)
authorize the filing in any jurisdiction of any financing statement or like
instrument with respect to the Collateral in which the Administrative Agent is
not named as the sole secured party or (b) or cause or permit any Person other
than such Obligor to acquire "control" (as defined in Section 8-106 or as
otherwise construed for purposes of Article 8 or 9 of the UCC) over any
Security, Securities Account or Deposit Account that is part of the Collateral.

                  5.03 Preservation of Rights. No Secured Party shall be
required to take steps necessary to preserve any rights against prior parties to
any of the Collateral.

                  5.04  Special Provisions Relating to Certain Collateral.

                  (a)  Stock Collateral.

                  (1) The Obligors will cause the Stock Collateral to constitute
at all times 100% (or, in the case of any Issuer that is a Foreign Subsidiary,
66%) of the total number of shares of each class of capital stock of each Issuer
then outstanding.

                  (2) If any of the shares, securities, moneys or property
required to be pledged by such Obligor under Section 3 are received by such
Obligor, forthwith either (x) transfer and


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                                     - 12 -


deliver to the Administrative Agent such shares or securities so received by
such Obligor (together with the certificates for any such shares and securities
duly endorsed in blank or accompanied by undated stock powers duly executed in
blank), all of which thereafter shall be held by the Administrative Agent,
pursuant to the terms of this Agreement, as part of the Collateral or (y) take
such other action as the Administrative Agent shall deem necessary or
appropriate to duly record the Lien created hereunder in such shares,
securities, moneys or property in said Section 3.

                  (3) So long as no Event of Default shall have occurred and be
continuing, the Obligors shall have the right to exercise all voting, consensual
and other powers of ownership pertaining to the Stock Collateral for all
purposes not inconsistent with the terms of this Agreement, the Credit Agreement
or any other instrument or agreement referred to herein, provided that the
Obligors jointly and severally agree that they will not vote the Stock
Collateral in any manner that is inconsistent with the terms of this Agreement,
the Credit Agreement or any such other instrument or agreement; and the
Administrative Agent shall execute and deliver to the Obligors or cause to be
executed and delivered to the Obligors all such proxies, powers of attorney,
dividend and other orders, and all such instruments, without recourse, as the
Obligors may reasonably request for the purpose of enabling the Obligors to
exercise the rights and powers that they are entitled to exercise pursuant to
this Section 5.04(a)(3).

                  (4) Unless and until an Event of Default has occurred and is
continuing, the Obligors shall be entitled to receive and retain any and all
dividends and distributions on the Stock Collateral (it being understood and
agreed that such Proceeds shall continue to be part of the Collateral).

                  (5) If any Event of Default shall have occurred, then so long
as such Event of Default shall continue, and whether or not the Administrative
Agent or any Secured Party exercises any available right to declare any Secured
Obligation due and payable or seeks or pursues any other relief or remedy
available to it under applicable law or under this Agreement, the Credit
Agreement or any other agreement relating to such Secured Obligation, all
dividends and other distributions on the Stock Collateral shall be paid directly
to the Administrative Agent and retained by it in the Collateral Account as part
of the Collateral, subject to the terms of this Agreement, and, if the
Administrative Agent shall so request in writing, the Obligors jointly and
severally agree to execute and deliver to the Administrative Agent appropriate
additional dividend, distribution and other orders and documents to that end.

                  (b)  Intellectual Property.

                  (1) For the purpose of enabling the Administrative Agent to
exercise its rights and remedies under Section 5.05, each Obligor hereby grants
to the Administrative Agent, to the extent enforceable, a non-exclusive license
(exercisable without payment of royalty or other compensation to such Obligor)
to use, solely during such period as the Administrative Agent shall be lawfully
entitled to exercise such rights and remedies under Section 5.05, any of the
Intellectual Property now owned or hereafter acquired by such Obligor, with the
right to sublicense as necessary to enable the Administrative Agent to exercise
its rights and remedies under Section 5.05.


                          Pledge and Security Agreement
<PAGE>
                                     - 13 -


                  (2) Notwithstanding anything contained herein to the contrary,
but subject to the provisions of the Credit Agreement that limit the rights of
the Obligors to dispose of their property (including Section 6.08), so long as
no Event of Default shall have occurred and be continuing, the Obligors have the
sole right to exploit, use, enjoy, protect, license, sublicense, assign, sell,
dispose of or take any other actions the Obligors deem appropriate in their sole
discretion with respect to the Intellectual Property in the ordinary course of
their businesses. In furtherance of the foregoing, unless an Event of Default
shall have occurred and be continuing, the Administrative Agent shall from time
to time, upon the request of any Obligor, execute and deliver any instruments,
certificates or other documents, in the form so requested, that such Obligor
determines are appropriate (in its sole judgment) to allow it to take any action
permitted above (including relinquishment of the rights provided pursuant to
clause (1) immediately above as to any specific Intellectual Property). Further,
upon the permitted Disposition of any Intellectual Property, such Intellectual
Property, including the licenses granted to the Administrative Agent pursuant to
clause (1) immediately above with respect thereto, shall be immediately and
automatically released, and the Administrative Agent shall have no further
rights to such Intellectual Property. The exercise of rights and remedies under
Section 5.05 by the Administrative Agent shall not alter or terminate the rights
of the holders of any licenses or sublicenses theretofore granted by the
Obligors in accordance with the first sentence of this clause (2).

                  (3) The Obligors will furnish to the Administrative Agent from
time to time (but, unless a Default shall have occurred and be continuing, no
more frequently than quarterly) amendments to Annexes 4, 5 and/or 6, as the case
may be, to include any letters patents of the United States or other countries
and applications therefor, copyright registrations and applications therefor and
trademark registrations and applications therefor that are material to the
business of the Obligor and owned by such Obligor that become part of the
Collateral under this Agreement.

                  (c)  Motor Vehicles.

                  (1) Upon notice from the Administrative Agent to the Lead
Borrower, each Obligor shall promptly (and in any event within 10 days of such
notice) deliver to the Administrative Agent originals of the certificates of
title or ownership for the Motor Vehicles (or, if such notice is limited to
specified Motor Vehicles, such specified Motor Vehicles) owned by it with the
Administrative Agent listed as lienholder and take such other action as the
Administrative Agent shall deem appropriate to perfect the security interest
created hereunder in all such Motor Vehicles (or such specified Motor Vehicles,
as the case may be).

                  (2) Without limiting the generality of the foregoing, upon the
acquisition after the date hereof by any Obligor of any Motor Vehicle, such
Obligor shall, to the extent any notice pursuant to clause (1) above shall
specify that it applies to future acquisitions, deliver to the Administrative
Agent originals of the certificates of title or ownership for such Motor
Vehicles, together with the manufacturer's statement of origin with the
Administrative Agent listed as lienholder.

                  (3) Without limiting Section 5.10, each Obligor hereby
appoints the Administrative Agent as its attorney-in-fact, effective the date
hereof and terminating upon the termination of this Agreement, for the purpose
of (i) executing on behalf of such Obligor title or


                          Pledge and Security Agreement
<PAGE>
                                     - 14 -


ownership applications for filing with appropriate state agencies to enable
Motor Vehicles now owned or hereafter acquired by such Obligor to be retitled
and the Administrative Agent listed as lienholder thereon, (ii) filing such
applications with such state agencies and (iii) executing such other documents
and instruments on behalf of, and taking such other action in the name of, such
Obligor as the Administrative Agent may deem necessary or advisable to
accomplish the purposes hereof (including the purpose of creating in favor of
the Administrative Agent a perfected lien on the Motor Vehicles and exercising
the rights and remedies of the Administrative Agent under Section 5.05). This
appointment as attorney-in-fact is irrevocable and coupled with an interest.

                  (4) Any certificates of title or ownership delivered pursuant
to the terms hereof shall be accompanied by odometer statements for each Motor
Vehicle covered thereby.

                  (d) Insurance. Each policy of insurance that shall constitute
part of the Collateral hereunder shall provide that it will not be canceled or
reduced, or allowed to lapse without renewal, except after not less than 30
days' notice to the Administrative Agent and shall also provide that the
interests of the Administrative Agent shall not be invalidated by any act or
negligence of any Obligor or other Person having an interest in any property
covered by the real property security documents nor by occupancy or use of any
such property for purposes more hazardous than permitted by such policy nor by
any foreclosure or other proceedings relating to such property. The Lead
Borrower will advise the Administrative Agent promptly of any policy
cancellation, reduction or amendment.

                  (e) Securities Accounts. Each Obligor shall cause the
Administrative Agent to acquire "control" (as defined in Section 8-106 or as
otherwise construed for purposes of Article 8 or 9 of the UCC) over any
Securities Account of such Obligor within 10 days of when such Obligor shall
open, or otherwise obtain an interest in, such Securities Account, pursuant to a
written agreement in form and substance reasonably acceptable to the
Administrative Agent.

                  5.05 Events of Default, Etc. During the period during which an
Event of Default shall have occurred and be continuing:

                  (a) each Obligor shall, at the request of the Administrative
         Agent, assemble the Collateral owned by it at such place or places,
         reasonably convenient to both the Administrative Agent and such
         Obligor, designated in its request;

                  (b) the Administrative Agent may make any reasonable
         compromise or settlement deemed desirable with respect to any of the
         Collateral and may extend the time of payment, arrange for payment in
         installments, or otherwise modify the terms of, any of the Collateral;

                  (c) the Administrative Agent shall have all of the rights and
         remedies with respect to the Collateral of a secured party under the
         UCC (whether or not the UCC is in effect in the jurisdiction where the
         rights and remedies are asserted) and such additional rights and
         remedies to which a secured party is entitled under the laws in effect
         in any jurisdiction where any rights and remedies hereunder may be
         asserted, including the right, to the fullest extent permitted by
         applicable law, to exercise all voting, consensual and other powers of
         ownership pertaining to the Collateral as if the Administrative Agent


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<PAGE>
                                     - 15 -


         were the sole and absolute owner thereof (and each Obligor agrees to
         take all such action as may be appropriate to give effect to such
         right);

                  (d) the Administrative Agent in its discretion may, in its
         name or in the name of the Obligors or otherwise, demand, sue for,
         collect or receive any money or property at any time payable or
         receivable on account of or in exchange for any of the Collateral, but
         shall be under no obligation to do so; and

                  (e) the Administrative Agent may, upon ten Business Days'
         prior written notice to the Lead Borrower, on behalf of all Obligors,
         of the time and place, with respect to the Collateral or any part
         thereof that shall then be or shall thereafter come into the
         possession, custody or control of any of the Secured Parties or any of
         their respective agents, sell, lease, assign or otherwise dispose of
         all or any part of such Collateral, at such place or places as the
         Administrative Agent deems best, and for cash or for credit or for
         future delivery (without thereby assuming any credit risk), at public
         or private sale, without demand of performance or notice of intention
         to effect any such disposition or of the time or place thereof (except
         such notice as is required above or by applicable statute and cannot be
         waived), and any of the Secured Parties or anyone else may be the
         purchaser, lessee, assignee or recipient of any or all of the
         Collateral so disposed of at any public sale (or, to the extent
         permitted by law, at any private sale) and thereafter hold the same
         absolutely, free from any claim or right of whatsoever kind, including
         any right or equity of redemption (statutory or otherwise), of the
         Obligors, any such demand, notice and right or equity being hereby
         expressly waived and released. In the event of any sale, assignment, or
         other disposition of any of the Trademark Collateral, the goodwill
         connected with and symbolized by the Trademark Collateral subject to
         such disposition shall be included, and the Obligors shall supply to
         the Administrative Agent or its designee, for inclusion in such sale,
         assignment or other disposition, all Intellectual Property relating to
         such Trademark Collateral. The Administrative Agent may, without notice
         or publication, adjourn any public or private sale or cause the same to
         be adjourned from time to time by announcement at the time and place
         fixed for the sale, and such sale may be made at any time or place to
         which the sale may be so adjourned.

The Proceeds of each collection, sale or other disposition under this Section
5.05, including by virtue of the exercise of the license granted to the
Administrative Agent in Section 5.04(b), shall be applied in accordance with
Section 5.09.

                  The Obligors recognize that, by reason of certain prohibitions
contained in the Securities Act of 1933 and applicable state securities laws,
the Administrative Agent may be compelled, with respect to any sale of all or
any part of the Collateral, to limit purchasers to those who will agree, among
other things, to acquire the Collateral for their own account, for investment
and not with a view to the distribution or resale thereof. The Obligors
acknowledge that any such private sales may be at prices and on terms less
favorable to the Administrative Agent than those obtainable through a public
sale without such restrictions, and, notwithstanding such circumstances, agree
that any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Administrative Agent shall have no obligation to
engage in public sales and no obligation to delay the sale of any Collateral for
the period of time necessary to permit the respective Issuer or issuer thereof
to register it for public sale.


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<PAGE>
                                     - 16 -


                  5.06 Deficiency. If the proceeds of sale, collection or other
realization of or upon the Collateral pursuant to Section 5.05 are insufficient
to cover the costs and expenses of such realization and the payment in full of
the Secured Obligations, the Obligors shall remain liable for any deficiency.

                  5.07 Locations; Names. Without at least 30 days' prior written
notice to the Administrative Agent, no Obligor shall change the location of its
chief executive office, the jurisdiction of its organization or its name from
the name shown on the signature pages hereto or any Guaranty Assumption
Agreement to which it is a party. Annex 8 correctly specifies (i) the location,
including county or parish, of the place of business of each Obligor, or (if
such Obligor has more than one place of business, of the chief executive office
of such Obligor, during the period of four months ending on the Effective Date
(or, in the case of any Obligor that joins this Agreement pursuant to Section
6.11, ending on the date of such joinder), (ii) the jurisdiction of organization
of each Obligor during the period of four months ending on the Effective Date
(or, in the case of any Obligor that joins this Agreement pursuant to Section
6.11, ending on the date of such joinder) and (iii) each location where Goods of
each Obligor are located (other than Motor Vehicles constituting Equipment and
Goods in transit).

                  5.08 Private Sale. No Secured Party shall incur liability as a
result of the sale of the Collateral, or any part thereof, at any private sale
pursuant to Section 5.05 conducted in a commercially reasonable manner. Each
Obligor hereby waives any claims against any Secured Party arising by reason of
the fact that the price at which the Collateral may have been sold at such a
private sale was less than the price that might have been obtained at a public
sale or was less than the aggregate amount of the Secured Obligations, even if
the Administrative Agent accepts the first offer received and does not offer the
Collateral to more than one offeree.

                  5.09 Application of Proceeds. Except as otherwise herein
expressly provided and except as provided below in this Section 5.09, the
Proceeds of any collection, sale or other realization of all or any part of the
Collateral pursuant hereto, and any other cash at the time held by the
Administrative Agent under Section 4 or this Section 5, shall be applied by the
Administrative Agent:

                  First, to the payment of the costs and expenses of such
         collection, sale or other realization, including reasonable
         out-of-pocket costs and expenses of the Administrative Agent and the
         fees and expenses of its agents and counsel, and all expenses incurred
         and advances made by the Administrative Agent in connection therewith;

                  Next, to the payment in full of the Secured Obligations, in
         each case equally and ratably in accordance with the respective amounts
         thereof then due and owing or as the Secured Parties holding the same
         may otherwise agree (including pursuant to Section 2.17(e) of the
         Credit Agreement); and

                  Finally, to the payment to the respective Obligors, or their
         respective successors or assigns, or as a court of competent
         jurisdiction may direct, of any surplus then remaining.

Notwithstanding the foregoing: (a) the proceeds of any cash or other amounts
held in the LC Exposure Sub-Account pursuant to Section 4.04 shall be applied
first to the LC Exposure outstanding from time to time and second to the other
Secured Obligations in the manner


                          Pledge and Security Agreement
<PAGE>
                                     - 17 -


provided above in this Section 5.09; and (b) the proceeds of any cash or other
amounts held in the Special Reserve Sub-Account pursuant to Section 4.05 shall
be applied first to the obligations under Credit Agreement outstanding from time
to time and second to the other Secured Obligations in the manner provided above
in this Section 5.09.

                  5.10 Attorney-in-Fact. Without limiting any rights or powers
granted by this Agreement to the Administrative Agent while no Event of Default
has occurred and is continuing, upon the occurrence and during the continuance
of any Event of Default the Administrative Agent is hereby appointed the
attorney-in-fact of each Obligor for the purpose of carrying out the provisions
of this Section 5 and taking any action and executing any instruments that the
Administrative Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, so long as the
Administrative Agent shall be entitled under this Section 5 to make collections
in respect of the Collateral, the Administrative Agent shall have the right and
power to receive, endorse and collect all checks made payable to the order of
any Obligor representing any dividend, payment or other distribution in respect
of the Collateral or any part thereof and to give full discharge for the same.

                  Section 6.  Miscellaneous.

                  6.01 Notices. All notices, requests, consents and demands
hereunder shall be in writing and telecopied or delivered to the intended
recipient at its "Address for Notices" specified pursuant to Section 9.01 of the
Credit Agreement and shall be deemed to have been given at the times specified
in said Section.

                  6.02 No Waiver. No failure on the part of any Secured Party to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by any Secured Party of any right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies herein are cumulative and are
not exclusive of any remedies provided by law.

                  6.03 Amendments, Etc. The terms of this Agreement may be
waived, altered or amended only by an instrument in writing duly executed by
each Obligor and the Administrative Agent (with the consent of each Lender or
the Required Lenders as specified in Section 9.02(b) of the Credit Agreement).
Any such amendment or waiver shall be binding upon the Secured Parties and each
holder of any of the Secured Obligations and each Obligor.

                  6.04 Expenses. The Obligors jointly and severally agree to
reimburse each of the Secured Parties for all of their reasonable costs and
expenses (including the reasonable fees and expenses of legal counsel) in
connection with (i) any Default and any enforcement or collection proceeding
resulting therefrom, including all manner of participation in or other
involvement with (w) performance by the Administrative Agent of any obligations
of the Obligors in respect of the Collateral that the Obligors have failed or
refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure,
winding up or liquidation proceedings, or any actual or attempted sale, or any
exchange, enforcement, collection, compromise or settlement in respect of any of
the Collateral, and for the care of the Collateral and defending or asserting
rights and claims of the Administrative Agent in respect thereof, by litigation
or otherwise, including expenses of insurance, (y) judicial or regulatory
proceedings and (z) workout, restructuring or other


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<PAGE>
                                     - 18 -


negotiations or proceedings (whether or not the workout, restructuring or
transaction contemplated thereby is consummated) and (ii) the enforcement of
this Section 6.04, and all such costs and expenses shall be Secured Obligations
entitled to the benefits of the collateral security provided pursuant to Section
3.

                  6.05 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of each
Obligor and the Secured Parties, provided that no Obligor shall assign or
transfer its rights or obligations hereunder without the prior written consent
of the Administrative Agent (other than in connection with a merger permitted
under Section 6.08 of the Credit Agreement).

                  6.06 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.

                  6.07 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

                  6.08 Captions. The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.

                  6.09 Agents and Attorneys-in-Fact. The Administrative Agent
may employ agents and attorneys-in-fact in connection herewith and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

                  6.10 Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Secured Parties in
order to carry out the intentions of the parties hereto as nearly as may be
possible and (b) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

                  6.11 Additional Subsidiary Guarantors. Each Subsidiary of
Chemco that shall be required to become a "Subsidiary Guarantor" pursuant to
Section 6.16 of the Credit Agreement shall contemporaneously become a "
Subsidiary Guarantor" and "Obligor" under this Agreement, by executing and
delivering to the Administrative Agent a Guarantee Assumption Agreement in the
form of Exhibit B to the Credit Agreement and, upon the execution and delivery
of any such Guarantee Assumption Agreement by any such Subsidiary, such
Subsidiary shall automatically and immediately, and without any further action
on the part of any Person, become a "Subsidiary Guarantor" and "Obligor" for all
purposes of this Agreement, and each of the Annexes shall be supplemented in the
manner specified in such Guarantee Assumption Agreement.

                  6.12 Termination. Upon the occurrence of each of the
following: (a) all of the Secured Obligations have become due (whether at stated
maturity or payment date, upon acceleration or otherwise) and have been paid in
full, (b) all Commitments of the Lenders have terminated and (c) all Letters of
Credit have expired or have been cancelled, then upon the written request of the
Lead Borrower and at the expense of the Obligors, the Administrative Agent shall
promptly cause to be assigned, transferred and delivered, against receipt but
without


                          Pledge and Security Agreement
<PAGE>
                                     - 19 -


any recourse, warranty or representation whatsoever, any remaining Collateral,
to or upon the order of the Lead Borrower, including execution and delivery to
any Obligor of such Uniform Commercial Code termination statements and other
documents as may be prepared by such Obligor and reasonably required to effect
the termination of the Liens created pursuant to this Agreement.


                          Pledge and Security Agreement
<PAGE>
                                     - 20 -


                  IN WITNESS WHEREOF, the parties hereto have caused this
Security Agreement to be duly executed and delivered as of the day and year
first above written.

                                            BORROWERS

                                            ISP CHEMCO INC.
                                            ISP CHEMICALS INC.
                                            ISP TECHNOLOGIES INC.
                                            ISP MINERALS INC.



                                            By:/s/ Richard A. Weinberg
                                               _________________________________
                                               Name:
                                               Title:


                                            SUBSIDIARY GUARANTORS

                                            BLUEHALL INCORPORATED
                                            VERONA INC.
                                            ISP ALGINATES INC.
                                            ISP MANAGEMENT COMPANY, INC.
                                            ISP REAL ESTATE COMPANY, INC.
                                            ISP FREETOWN FINE CHEMICALS INC.
                                            ISP INVESTMENTS INC.
                                            ISP GLOBAL TECHNOLOGIES INC.
                                            ISP INTERNATIONAL CORP.
                                            ISP (PUERTO RICO) INC.
                                            ISP MANAGEMENT LLC
                                            ISP MINERALS LLC
                                            ISP TECHNOLOGIES LLC
                                            ISP CHEMICALS LLC
                                            ISP INVESTMENTS LLC
                                            ISP GLOBAL TECHNOLOGIES LLC



                                            By:/s/ Richard A. Weinberg
                                               _________________________________
                                               Name:
                                               Title:



                                            ISP ENVIRONMENTAL SERVICES INC.



                                            By:/s/ Richard A. Weinberg
                                               _________________________________
                                               Name:
                                               Title:



                          Pledge and Security Agreement
<PAGE>
                                     - 21 -


                                            THE CHASE MANHATTAN BANK,
                                               as Administrative Agent




                                            By:/s/ Peter A. Dedousis
                                               _________________________________
                                               Name: Peter A. Dedousis
                                               Title: Managing Director



                          Pledge and Security Agreement
<PAGE>
                                                                         ANNEX 1

                                 CHANGES OF NAME

                               [See Section 2(d)]

Former Name                                                       Date of Change
-----------                                                       --------------


                            Annex 1 (Change of Name)
<PAGE>
                                                                         ANNEX 2

                                NEW DEBTOR EVENTS

                               [See Section 2(d)]

Description of Event                                               Date of Event
--------------------                                               -------------


                           Annex 2 (New Debtor Events)
<PAGE>
                                                                         ANNEX 3
                                  PLEDGED STOCK

                               [See Section 2(e)]


[Complete for each Obligor:]

[NAME OF OBLIGOR]

<TABLE>
<CAPTION>
                     Certificate                 Registered
   Issuer               Nos.                       Owner             Number of Shares
   ------               ----                       -----             ----------------
<S>                  <C>                         <C>                <C>
[Issuer #1]            _______                    ________           _______ shares of
                                                                    [common/preferred]
                                                                      stock, [no] par
                                                                     value [$________]

[Issuer #2]            _______                    ________           _______ shares of
                                                                    [common/preferred]
                                                                      stock, [no] par
                                                                     value [$________]

[Issuer #3]            _______                    ________           _______ shares of
                                                                    [common/preferred]
                                                                      stock, [no] par
                                                                     value [$________]
</TABLE>


                             Annex 3 (Pledged Stock)
<PAGE>
                                                                         ANNEX 4

                 LIST OF COPYRIGHTS, COPYRIGHT REGISTRATIONS AND
                    APPLICATIONS FOR COPYRIGHT REGISTRATIONS

                               [See Section 2(f)]


[Complete for each Obligor:]

[NAME OF OBLIGOR]

Title         Date Filed            Registration No.             Effective Date
-----         ----------            ----------------             --------------


                              Annex 4 (Copyrights)
<PAGE>
                                                                         ANNEX 5

                     LIST OF PATENTS AND PATENT APPLICATIONS

                               [See Section 2(f)]


[Complete for each Obligor:]

[NAME OF OBLIGOR]

File            Patent             Country           Registration No.       Date
----            ------             -------           ----------------       ----


                                Annex 5 (Patents)
<PAGE>
                                                                         ANNEX 6

                LIST OF TRADE NAMES, TRADEMARKS, SERVICES MARKS,
                  TRADEMARK AND SERVICE MARK REGISTRATIONS AND
            APPLICATIONS FOR TRADEMARK AND SERVICE MARK REGISTRATIONS


                               [See Section 2(f)]


                                 U.S. TRADEMARKS


[Complete for each Obligor:]

[NAME OF OBLIGOR]

                                   Application (A)
                                  Registration (R)                Registration
      Mark                        or Serial No. (S)              or Filing Date
      ----                        -----------------              --------------


                              Annex 6 (Trademarks)
<PAGE>
                                     - 2 -


                               FOREIGN TRADEMARKS


[Complete for each Obligor:]

[NAME OF OBLIGOR]


                     Application (A)                             Registration or
     Mark           Registration (R)          Country            Filing Date (F)
     ----           ----------------          -------            ---------------


                              Annex 6 (Trademarks)
<PAGE>
                                                                         ANNEX 7

                LIST OF CONTRACTS, LICENSES AND OTHER AGREEMENTS

                               [See Section 2(f)]


[Complete for each Obligor:]

[NAME OF OBLIGOR]


                               Annex 7 (Licenses)
<PAGE>
                                                                         ANNEX 8

                                LIST OF LOCATIONS

                               [See Section 5.07]


[Complete for each Obligor:]

[NAME OF OBLIGOR]


                               Annex 8 (Locations)
<PAGE>
                                                                         ANNEX 9

            PERMITTED EXCEPTIONS TO CREATION, PERFECTION OR PRIORITY

                        [See Section 2(b) and Section 3]


                         Annex 9 (Permitted Exceptions)