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                                                                    EXHIBIT 10.6

                           COLLATERAL TRUST AGREEMENT

            COLLATERAL TRUST AGREEMENT, dated as of April 30, 2001 (as amended,
amended and restated, supplemented or otherwise modified from time to time, this
"AGREEMENT"), among U.S. INDUSTRIES, INC. (formerly known as USI, Inc.), a
Delaware corporation ("USI"), USI GLOBAL CORP., a Delaware corporation ("USI
GLOBAL"), USI AMERICAN HOLDINGS, INC., a Delaware Corporation ("USI AMERICAN";
USI, USI Global and USI American are each referred to herein, individually, as a
"BORROWER", and, collectively, as the "BORROWERS"), each Subsidiary (as
hereinafter defined) of USI which is listed on the signature pages of this
Agreement (together with the Borrowers, each, individually, an "INITIAL
PLEDGOR", and, collectively, the "INITIAL Pledgors"), each Subsidiary of USI
which hereafter becomes a party to this Agreement pursuant to Section 9.15
hereof (together with the Initial Pledgors, each, individually, a "PLEDGOR" and,
collectively, the "PLEDGORS"), WILMINGTON TRUST COMPANY, a Delaware banking
corporation (together with any successor corporate trustee appointed pursuant to
Article 7, the "CORPORATE TRUSTEE"), and DAVID A. VANASKEY, an individual
residing in the State of Delaware (together with any successor individual
trustee appointed pursuant to Article 7, the "INDIVIDUAL TRUSTEE"; and, together
with the Corporate Trustee, the "COLLATERAL TRUSTEES"), the foregoing trustees
being trustees for the Secured Holders (as hereinafter defined). Certain
capitalized terms used herein are defined in Article 1 of this Agreement.

                             PRELIMINARY STATEMENTS:

            (1) The Borrowers have entered into (i) a Credit Agreement dated as
of December 12, 1996 (as amended, supplemented or otherwise modified and in
effect on the date hereof and as the same may hereafter be further amended,
amended and restated, supplemented or otherwise modified from time to time, the
"5-YEAR CREDIT AGREEMENT"), with the 5-Year Credit Parties (as hereinafter
defined), and (ii) a Credit Agreement dated as of October 27, 2000 (as amended,
supplemented or otherwise modified and in effect on the date hereof and as the
same may hereafter be further amended, amended and restated, supplemented or
otherwise modified from time to time, the "364-DAY CREDIT AGREEMENT"; and
together with the 5-Year Credit Agreement, collectively, the "CREDIT
AGREEMENTS"), with the 364-Day Credit Parties (as hereinafter defined). Each
Pledgor which is a subsidiary of a Borrower will directly or indirectly benefit
from the credit extended to such Borrower pursuant to the Credit Agreements.

            (2) Pursuant to the Credit Agreements, each Borrower has agreed (i)
to grant to the Collateral Trustees for the benefit of the Credit Parties and
the other Secured Holders pursuant to the Collateral Documents (as hereinafter
defined) liens on and security interests in certain of such Borrower's assets
and property from time to time owned by it and (ii) to cause its domestic
Subsidiaries to grant to the Collateral Trustees for the benefit of the Credit
Parties and the other Secured Holders pursuant to the Collateral Documents liens
on and security interests in certain of such Subsidiary's assets and property
from time to time owned by it.

            (3) USI, USI Global and USI American are joint and several
co-obligors with respect to those certain 7-1/4% Senior Notes due December 1,
2006 (as amended, supplemented or otherwise modified and in effect on the date
hereof and as the same may hereafter be further amended, modified, extended,
renewed, replaced, restated or supplemented from time to time pursuant to the
terms thereof, the "7-1/4% NOTES"), issued pursuant to that certain Indenture,
dated


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as of December 12, 1996 (as amended, supplemented or otherwise modified and in
effect on the date hereof and as the same may hereafter be further amended,
modified, extended, renewed, replaced, restated or supplemented from time to
time pursuant to the terms thereof, the "7-1/4% NOTES INDENTURE").

            (4) USI, USI Global and USI American are also joint and several
co-obligors with respect to those certain 7-?% Senior Notes due October 15,
2003 (as amended, supplemented or otherwise modified and in effect on the
date hereof and as the same may hereafter be further amended, modified,
extended, renewed, replaced, restated or supplemented from time to time
pursuant to the terms thereof, the "7-1/8% NOTES"), issued pursuant to that
certain Indenture, dated as of October 27, 1998 (as amended, supplemented or
otherwise modified and in effect on the date hereof and as the same may
hereafter be further amended, modified, extended, renewed, replaced,
restated, or supplemented from time to time pursuant to the terms thereof,
the "7-1/8% NOTES INDENTURE").

            (5) USI and USI Global have also previously entered into a
Guaranty dated as of March 24, 2000 (as amended, supplemented or otherwise
modified and in effect on the date hereof and as the same may hereafter be
further amended, amended and restated, supplemented or otherwise modified
from time to time pursuant to the terms thereof, the "REXAIR GUARANTY"; the
7-1/4% Notes, the 7-1/4% Notes Indenture, the 7-1/8% Notes, the 7-1/8% Notes
Indenture and the Rexair Guaranty are each referred to herein, individually,
as an "EXISTING INDEBTEDNESS AGREEMENT", and, collectively, as the "EXISTING
INDEBTEDNESS AGREEMENTS"), in favor of the Secured Creditors (as defined in
the Rexair Guaranty, such Secured Creditors being referred to herein as the
"REXAIR CREDITORS") in respect of Rexair, Inc.'s obligation under its Credit
Agreement, dated as of March 24, 2000, as amended.

            (6) Pursuant to each of the Existing Indebtedness Agreements, each
Borrower has agreed not to incur, and not to permit certain of its Subsidiaries
to incur, certain Liens (as therein defined) upon any of its property or assets
to secure certain Debt (as therein defined) without making effective provision
whereby the obligations under such Existing Indebtedness Agreement shall be
secured equally and ratably with the Debt secured by such Liens for so long as
such Debt shall be so secured.

            (7) This Agreement and the other Collateral Documents are intended
to secure the Existing Indebtedness Agreements to the extent required to comply
with the provisions of the Existing Indebtedness Agreements and the Collateral
Trustees have agreed to undertake the rights, powers, duties and
responsibilities set forth in this Agreement and the other Collateral Documents
in order to effect such purpose.

            NOW THEREFORE, in consideration of the premises and in order to
induce the Credit Parties to extend credit to the Borrowers under the Credit
Agreements, each Pledgor hereby agrees with the Collateral Trustees for its
benefit and the equal and ratable benefit of the Secured Holders as follows:


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                                    ARTICLE I

                                   DEFINITIONS

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

            "ACTIONABLE DEFAULT" has the meaning specified in Section 4.01.

            "ACTIONABLE DEFAULT NOTICE" has the meaning specified in Section
4.01.

            "ADDITIONAL COLLATERAL" has the meaning specified in Section 2.01.

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

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

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

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

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


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

            "CASH EQUIVALENTS" has the meaning specified in the Credit
Agreements.

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

            "COLLATERAL ACCOUNT " has the meaning specified in Section 3.01.

            "COLLATERAL DOCUMENTS" means this Agreement, the Pledge and Security
Agreement and each Successor Collateral Agreement.

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

            "COLLATERAL TRUSTEES" has the meaning specified in the recital of
parties to this Agreement.

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

            "CORPORATE TRUSTEE" has the meaning specified in the recital of
parties to this Agreement.

            "CREDIT AGREEMENTS" has the meaning specified in the Preliminary
Statements.

            "CREDIT PARTIES" means the 5-Year Credit Parties and the 364-Day
Credit Parties.

            "DEFAULTED AGREEMENT PARTY" has the meaning specified in Section
4.01.

            "DISTRIBUTION DATE" means any date on which the Collateral Trustees
shall distribute moneys from the Collateral Account pursuant to Section 5.01.

            "EXISTING INDEBTEDNESS AGREEMENTS" has the meaning specified in the
Preliminary Statements and each agreement and instrument delivered by the
Borrowers pursuant thereto, as the same may be supplemented, amended or modified
from time to time in accordance with the provisions thereof.

            "5-YEAR AGENT" means Bank of America, N.A., in its capacity as
administrative agent for the Banks under the 5-Year Credit Agreement, and any
successor administrative agent for such Banks pursuant to the 5-Year Credit
Agreement.

            "5-YEAR CREDIT AGREEMENT" has the meaning specified in the
Preliminary Statements.


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            "5-YEAR CREDIT AGREEMENT AMENDMENT" means that certain Amendment and
Waiver to the 5-Year Credit Agreement dated as of February 16, 2001, among the
Borrowers and the 5-Year Credit Parties.

            "5-YEAR CREDIT PARTIES" means the Banks (as defined under the 5-Year
Credit Agreement) and the 5-Year Agent.

            "GOVERNMENTAL AUTHORITY" has the meaning specified in the Credit
Agreements.

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

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

            "INDIVIDUAL TRUSTEE" has the meaning specified in the recital of
parties to this Agreement.

            "L/C CREDIT PARTY" means any Credit Party or Affiliate of a Credit
Party that has issued or hereafter issues a Permitted Letter of Credit.

            "L/C VALUE" means, for any Permitted Letters of Credit on any date
of determination, the undrawn face amount thereof plus, if any, the then unpaid
reimbursement obligations, with respect thereto.

            "MOODY'S" means Moody's Investor's Service, Inc.

            "PERFECTION DATE" means April 30, 2001.

            "PERMITTED LETTER OF CREDIT" means a letter of credit or bankers
acceptance (other than a Letter of Credit issued under the Credit Agreements)
issued by a L/C Credit Party at the order and for the benefit of a Borrower or a
Subsidiary, which letter of credit or bankers acceptance is outstanding on the
date hereof, or may hereafter be issued solely in replacement or as a
"roll-over" thereof by that or any other L/C Credit Party, PROVIDED that any
such existing, replacement or roll-over letter of credit or bankers acceptance
is at the time of its issuance permitted under the Credit Agreements.

            "PERMITTED LIENS" has the meaning specified in the Credit
Agreements.

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

            "PLEDGE AND SECURITY AGREEMENT" means a Pledge and Security
Agreement, dated as of the Perfection Date, made by each Initial Pledgor in
favor of the Collateral Trustees.

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


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            "REPRESENTATIVES" means at any time, collectively, (a) the 5-Year
Agent, as the representative hereunder for the 5-Year Credit Parties, certain
Hedge Banks (as provided in the next sentence) and certain L/C Banks (as
provided in the next sentence) at such time, (b) the 364-Day Agent, as the
representative hereunder for the 364-Day Credit Parties, the other Hedge
Banks and the other L/C Banks at such time, (c) the 7-1/4% Notes Trustee, as
the representative of the 7-1/4% Notes Holders at such time, (d) the 7-1/8%
Notes Trustee, as the representative hereunder for the 7-1/8% Notes Holders at
such time, and (e) the Rexair Agent, as the representative hereunder for the
Rexair Creditors at such time. For all purposes of this Agreement, (i) the
5-Year Agent will be the Representative for all Hedge Banks and L/C Banks
which are 5-Year Credit Parties or which are an Affiliate of a 5-Year Credit
Party and (ii) the 364-Day Revolver Agent will be the Representative for all
other Hedge Banks and L/C Banks.

            "REQUIRED REPRESENTATIVES" means, (a) at any time that no Actionable
Default has occurred or is continuing, the 5-Year Agent and the 364-Day Agent,
acting jointly, in their own discretion or at the direction of the Majority
Banks (as defined in the 5-Year Credit Agreement) at such time and the Majority
Banks (as defined under the 364-Day Credit Agreement) as such time, or (b) at
any time that an Actionable Default has occurred and is continuing, the
Representatives, on behalf of themselves and the Secured Holders represented
thereby, that own or hold (either by themselves or through their respective
Secured Holders) more than 50% of the aggregate amount of the outstanding
Secured Obligations at such time; PROVIDED, however, that amounts held at such
time by the Collateral Trustees on behalf of a Representative and such
Representative's Secured Holders in an account of the Corporate Trustee
established at the request of such Representative pursuant to Section 5.02
hereof shall be deemed to have been applied to repay the Secured Obligations of
such Secured Holders whether or not such amount has been so applied.

            "REXAIR AGENT" means Bank of America, N.A., in its capacity as
administrative agent for the Rexair Creditors, and any successor administrative
agent for the Rexair Creditors pursuant to the Credit Agreement referred to in
the Rexair Guaranty.

            "REXAIR CREDITORS" has the meaning specified in the Preliminary
Statements.

            "REXAIR GUARANTY" has the meaning specified in the Preliminary
Statements.

            "SECURED AGREEMENTS" means, collectively, the Credit Agreements, the
Existing Indebtedness Agreements, any Secured Hedge Agreements, any Secured L/C
Reimbursement Agreements and each agreement or instrument delivered by the
Borrowers pursuant thereto (including, without limitation, the Collateral
Documents), as the same may be amended from time to time in accordance with the
provisions thereof.

            "SECURED HEDGE AGREEMENT" means any hedge agreement required or
permitted under the Credit Agreements that is entered into by and between a
Borrower and any Hedge Bank.

            "SECURED HOLDERS" means, at any time, the 5-Year Credit Parties, the
364-Day Credit Parties, the 7-1/4% Notes Holders, the 7-1/8% Notes Holders, the
Rexair Creditors and any Hedge Banks and L/C Credit Parties at such time.


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            "SECURED L/C REIMBURSEMENT AGREEMENT" means the obligation of a
Pledgor to reimburse a L/C Credit Party for amounts hereafter paid by such L/C
Credit Party under or in respect of any Permitted Letters of Credit.

            "SECURED OBLIGATIONS" means at any time any obligations, whether
matured or unmatured, contingent or liquidated, of each of the Borrowers arising
out of or evidenced by the Secured Agreements, whether for principal, interest,
expenses, premiums, indemnities, fees or other amounts, whether or not such
obligations are due and payable at such time. For purposes of determining the
"Required Representatives" on any date, the aggregate amount of outstanding
Secured Obligations represented by each Representative on such date shall
include:

            (a) in the case of the Secured Obligations of Secured Holders
      represented by the 5-Year Agent under the 5-Year Credit Agreement, the
      then Aggregate Commitment (as therein defined), or if such Aggregate
      Commitment has then been terminated in full, the then outstanding Loans
      (as therein defined),

            (b) in the case of the Secured Obligations of Secured Holders
      represented by the 364-Day Agent under the 364-Day Credit Agreement, the
      then Aggregate Commitment (as therein defined), or if such Aggregate
      Commitment has then been terminated in full, the then outstanding Loans
      (as therein defined),

            (c) in the case of the Secured Obligations of Secured Holders
      represented by the Rexair Agent under the Rexair Guaranty, (i) the then
      outstanding Term Loans (as therein defined) and (ii) the then aggregate
      Revolving Loan Commitments (as therein defined), or if such Revolving Loan
      Commitments have been terminated in full, the then outstanding Swingline
      Loans (as therein defined), Letter of Credit Outstandings (as therein
      defined) and Revolving Loans (as therein defined),

            (d) in the case of Secured Obligations of Secured Holders
      represented by the 7-1/4% Notes Trustee under the 7-1/4% Notes Indenture,
      the 7-1/4% Notes then Outstanding (as therein defined),

            (e) in the case of the Secured Obligations of Secured Holders
      represented by the 7-1/8% Notes Trustee under the 7-1/8% Notes Indenture,
      the 7-1/8% Notes then Outstanding (as therein defined), and

            (f) in the case of the Secured Obligations of the Secured Holders
      represented by the 5-Year Agent or the 364-Day Agent, as the case may be,
      under any Secured L/C Reimbursement Agreement, the L/C Value of the
      Permitted Letters of Credit thereunder.

            (g) in the case of the Secured Obligations of the Secured Holders
      represented by the 5-Year Agent or the 364-Day Agent, as the case may be,
      under any Secured Hedge Agreement, the Agreement Value of such Secured
      Hedge Agreement.

            "7-1/4% NOTES" has the meaning provided in the Preliminary
Statements.

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


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            "7-1/4% NOTES INDENTURE" has the meaning provided in thE Preliminary
Statements.

            "7-1/4% NOTES TRUSTEE" means The Chase Manhattan Bank, as Trustee
for the 7-1/4% Notes Holders, and any successor trustee for the 7-1/4% Notes
Holders appointed under the 7-1/4% Notes Indenture.

            "7-1/8% NOTES" has the meaning provided in the Preliminary
Statements.

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

            "7-1/8% NOTES INDENTURE" has the meaning provided in the Preliminary
Statements.

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

            "S&P" means Standard & Poors, a division of The McGraw-Hill
Companies, Inc.

            "SUBSIDIARY" has the meaning provided in the Credit Agreements.

            "SUCCESSOR COLLATERAL" means, with respect to each Pledgor, any
property and assets of such Pledgor (or any of its successors and assigns) as
such Pledgor (or any such successor or any such assign) may, from time to time,
upon notice to the Collateral Trustees, pursuant to the Credit Agreements or
otherwise, grant to the Collateral Trustees as additional collateral for their
benefit and in trust for the equal and ratable benefit of the Representatives,
on their behalf and on behalf of the Secured Holders.

            "SUCCESSOR COLLATERAL AGREEMENTS" means all Security Instruments and
other documents creating, evidencing or relating to any of the Successor
Collateral.

            "364-DAY AGENT" means Bank of America, N.A., in its capacity as
administrative agent for the Banks under the 364-Day Credit Agreement, and any
successor administrative agent for such Banks pursuant to the 364-Day Credit
Agreement.

            "364-DAY CREDIT AGREEMENT" has the meaning specified in the
Preliminary Statements.

            "364-DAY CREDIT PARTIES" means the Banks (as defined under the
364-Day Credit Agreement) and the 364-Day Agent.

            "UNRESTRICTED SECURED HOLDERS" means, at any time, the 5-Year Credit
Parties, the 364-Day Credit Parties, the Rexair Creditors and any Hedge Banks
and L/C Credit Parties at such time.


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<PAGE>

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

            "UNRESTRICTED SUBSIDIARY PLEDGORS PROCEEDS" means any proceeds from
the sale or other disposition of any Collateral belonging to any Unrestricted
Subsidiary Pledgor.

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

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

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

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

                                   ARTICLE II


                 CONFIRMATION AND CREATION OF SECURITY INTERESTS

            SECTION 2.01. COLLATERAL TRUST ESTATE. Each Pledgor hereby confirms
that, pursuant to the terms of the Pledge and Security Agreement, such Pledgor
has pledged and assigned to the Collateral Trustees for their benefit and in
trust for the equal and ratable benefit of the Representatives and the Secured
Holders, and has granted the Collateral Trustees for their benefit and in trust
for the equal and ratable benefit of the Representatives and the Secured Holders
a lien on and security interest in, the Collateral described therein. Each
Pledgor hereby further pledges and assigns to the Collateral Trustees for their
benefit and in trust for the equal and ratable benefit of the Representatives,
on their behalf and on behalf of the Secured Holders, and hereby grants to the
Collateral Trustees for their benefit and in trust for the equal and ratable
benefit of the Representatives, on their behalf and on behalf of the Secured
Holders, a lien on and security interest in, the following (collectively,
together with any Successor Collateral, the "ADDITIONAL COLLATERAL"):

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

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


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<PAGE>

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

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

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

            SECTION 2.02. SECURITY FOR SECURED OBLIGATIONS. All of the right,
title and interest of the Collateral Trustees in and to the Collateral Trust
Estate secures the payment of all of the Secured Obligations now or hereafter
existing under or in respect of the Secured Agreements and the performance of,
and the compliance with, all of the covenants and conditions of this Agreement,
the other Collateral Documents and the Secured Agreements. Without limiting the
generality of the foregoing, the Collateral Trust Estate secures the payment of
all amounts that constitute part of the Secured Obligations and would be owed by
any Borrower to the Collateral Trustees, any Representative or any Secured
Holder under the Collateral Documents or the Secured Agreements but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving such Borrower.

                                  ARTICLE III

                               COLLATERAL ACCOUNT

            SECTION 3.01. COLLATERAL ACCOUNT. (a) So long as any Secured
Obligations remain outstanding under any Secured Agreement, a non-interest
bearing cash collateral account (the "COLLATERAL ACCOUNT") for the
Representatives and the Secured Holders shall be maintained by the Corporate
Trustee at its offices at its corporate trust department in the State of
Delaware in accordance with the terms of this Agreement. All moneys that are
received by the Collateral Trustees upon the occurrence and during the
continuance of an Actionable Default, upon liquidation or otherwise in respect
of the Collateral shall be deposited in the Collateral Account and, thereafter,
shall be held and applied by the Corporate Trustee all in accordance with the
terms of this Agreement.

            (b) The Corporate Trustee shall, subject to the provisions of
Article IV and Article VIII, from time to time (i) invest amounts on deposit in
the Collateral Account in Cash Equivalents and (ii) invest interest paid on such
Cash Equivalents, and reinvest other proceeds of any such Cash Equivalents that
may mature or be sold, in additional Cash Equivalents, in each case at the
direction of USI so long as no Actionable Default shall have occurred and be
continuing and at the direction of the Required Representatives if an Actionable
Default shall


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<PAGE>

have occurred and be continuing. Interest and proceeds that are not invested or
reinvested in Cash Equivalents as provided in the immediately preceding sentence
shall be deposited and held in the Collateral Account. Notwithstanding the
foregoing, the Corporate Trustee shall, to the extent possible, invest any funds
to be distributed on a Distribution Date in Cash Equivalents that shall mature
or become liquid on or prior to such Distribution Date. All Cash Equivalents
made in respect of the Collateral Account and all interest and income received
thereon and therefrom and the net proceeds realized on the maturity or sale
thereof shall be held in the Collateral Account as part of the Collateral Trust
Estate pursuant to the terms hereof.

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

                                   ARTICLE IV

                          ACTIONABLE DEFAULTS; REMEDIES

            SECTION 4.01. ACTIONABLE DEFAULT NOTICE. (a) If, at any time, a
default under any Secured Agreement shall have occurred and be continuing and,
as a result thereof, any Representative or any Secured Holder under, or the
percentage of Secured Holders specified in, such Secured Agreement (any such
party or percentage of Secured Holders being a "DEFAULTED AGREEMENT Party") has
the right thereunder (without the delivery of any further notice or the
requirement that any further time elapse) to declare all of the Secured
Obligations of the Borrowers under such Secured Agreement to be due and payable
prior to the stated maturity thereof (any such default being an "ACTIONABLE
DEFAULT"), and if such Defaulted Agreement Party gives the Collateral Trustees,
with a copy to USI, a notice (an "ACTIONABLE DEFAULT NOTICE") stating:

            (i) the nature of the Actionable Default;

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

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

then the Collateral Trustees shall forthwith send a copy of the Actionable
Default Notice to each Representative and poll the Representatives as to whether
they favor the Collateral Trustees taking such action. If the Required
Representatives shall have directed the Collateral Trustees to commence the
action set forth in the Actionable Default Notice (whether or not such poll
shall have been taken or completed), then, subject to Section 4.01(b) and the
right of the Collateral Trustees to commence such action under the Collateral
Documents, the Collateral Trustees shall forthwith undertake such action. The
Collateral Trustees shall, subject to Section 4.01(b) and Section 4.08, follow
the directions of the Required Representatives with respect to the time, method
and place of taking any action requested in an Actionable Default Notice. Each


                                       11
<PAGE>

Collateral Trustee shall be entitled to assume conclusively that no Actionable
Default has occurred and is continuing until it receives an Actionable Default
Notice.

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

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

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

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

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


                                       12
<PAGE>

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

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

            (d) Each Pledgor expressly agrees that all rights of action and
rights to assert claims upon or under this Agreement and the Collateral
Documents may be enforced by the Collateral Trustees without the possession of
any debt instrument or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Collateral
Trustees shall be brought in either of their names as Collateral Trustee and any
recovery of judgment shall be held as part of the Collateral Trust Estate;
PROVIDED that nothing in this Section 4.04(d) shall constitute a waiver of any
right that each Pledgor may have or may hereafter acquire to challenge the
amounts outstanding under the Secured Agreements.

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

            SECTION 4.06. LIMITATION ON COLLATERAL TRUSTEES' DUTIES IN RESPECT
OF COLLATERAL. Beyond the duties set forth in this Agreement, the Collateral
Trustees shall not have any duty to any Pledgor or the Representatives as to any
Collateral in the Collateral Trustees' possession or control or in the
possession or control of any agent or nominee of the Collateral Trustees or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto, except that each Collateral Trustee shall be
liable for its failure to exercise ordinary care in the handling of moneys and
securities and other property actually received by it.

            SECTION 4.07. LIMITATION BY LAW. All rights, remedies and powers
provided by this Article 4 may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Article 4 are intended to be subject to


                                       13
<PAGE>

all applicable mandatory provisions of law which may be controlling and to be
limited to the extent necessary so that they will not render this Agreement
invalid, unenforceable in whole or in part or, if the Representatives elect that
this Agreement should be recorded, registered or filed, not entitled to be
recorded, registered, or filed under the provisions of any applicable law.

            SECTION 4.08. ABSOLUTE RIGHTS OF SECURED HOLDERS AND
REPRESENTATIVES. Notwithstanding any other provision of this Agreement or any of
the other Collateral Documents, each of the Representatives and each of the
Secured Holders has an absolute and unconditional right to receive payment of
all of the Secured Obligations owing to such Representative or such Secured
Holder, as the case may be, when the same becomes due and payable and at the
time and place and otherwise in the manner set forth in the applicable Secured
Agreements, and the right of each such Representative and each such Secured
Holder to institute proceedings for the enforcement of such payment on or after
the date such payment becomes due and to assert its position as a secured
creditor in a proceeding under the Bankruptcy Code in which any Borrower is a
debtor, and the obligation of each Borrower to pay all of the Secured
Obligations owing to each of the Representatives and each of the Secured Holders
at the time and place expressed therein, shall not be impaired or affected
without the consent of such Representative or such Secured Holder. In addition,
the right of any Secured Holder or any Representative, on behalf of itself or on
behalf of any such Secured Holder, to receive payment or security from sources
other than the Collateral shall not be, and is not hereby, impaired or affected
in any manner. Without limiting the generality of the foregoing provisions of
this Section 4.08, no Secured Holder and no Representative, on behalf of itself
or on behalf of any Secured Holder, shall be obligated to share with any other
Secured Holder or any other Representative any proceeds of any collateral,
guaranty or right of setoff other than pursuant to, and to the extent expressly
required under, this Agreement and the other Secured Agreements; nor shall any
Secured Holder's or any Representative's right to receive its ratable share of
any amounts maintained in the Collateral Account, if any, or any proceeds of any
of the Collateral, or any part thereof, under the terms of this Agreement and
the other Collateral Documents be diminished or affected in any way by its right
to receive proceeds of any other collateral or right of setoff, or payment upon
a guaranty or from any other source.

            SECTION 4.09. EQUAL AND RATABLE SECURITY. This Agreement is intended
solely to comply with the provisions of the Existing Indebtedness Agreements to
secure the unpaid Secured Obligations arising thereunder, equally and ratably
with the Secured Obligations arising under the Credit Agreements. To the extent
that the rights and benefits herein conferred on the Secured Holders or the
Representative under any Existing Indebtedness Agreement shall be held to exceed
the rights and benefits required so to be conferred by such provisions of such
Existing Indebtedness Agreement, such rights and benefits shall be limited so as
to provide to such Secured Holders and such Representative only those rights and
benefits that are required by such provisions of such Existing Indebtedness
Agreement. Any and all rights not herein expressly given to the Representatives
under any Existing Indebtedness Agreement are expressly reserved to the Credit
Parties under the Credit Agreements, it being understood that in the absence of
a requirement to provide equal and ratable security set forth in the Existing
Indebtedness Agreements, this Agreement would not have been accepted by the
Credit Parties.


                                       14
<PAGE>

                                   ARTICLE V

                             APPLICATION OF PROCEEDS

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


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

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

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

            FOURTH, any surplus remaining after the payment in full in cash of
      the Secured Obligations shall, pursuant to the provisions of Section 8.02,
      be paid to the Borrowers,


                                       15
<PAGE>

      their successors or assigns, or to whomsoever may be lawfully entitled to
      receive the same, or as a court of competent jurisdiction may direct.

            (b) In order to determine the ratable amount to be distributed to
each of the Representatives pursuant to clause THIRD above on each Distribution
Date, unless otherwise directed in writing by the Representatives, the Corporate
Trustee may rely on a certificate of an Authorized Officer of USI setting forth
the Secured Obligations (identified by type and amount) outstanding under each
Secured Agreement on such Distribution Date. The ratable portion of the
aggregate amount available for distribution hereunder on any Distribution Date
which shall be distributed to each Representative entitled to such distribution
on such Distribution Date shall be a fraction, (i) the numerator of which shall
be the aggregate amount of Secured Obligations of the Secured Holders
represented by such Representative, and (ii) the denominator of which shall be
(A) with respect to the distribution of any proceeds other than Unrestricted
Subsidiary Pledgor Proceeds, the aggregate amount of Secured Obligations of all
the Secured Holders represented by all Representatives and (B) with respect to
the distribution of any Unrestricted Subsidiary Pledgor Proceeds, the aggregate
amount of Secured Obligations of all the Unrestricted Secured Holders
represented by the Representatives of such Unrestricted Secured Holders;
PROVIDED, HOWEVER, that the aggregate amount distributable to such
Representative on such Distribution Date shall not exceed the aggregate amount
of Secured Obligations of the Borrowers which are then due and payable by the
Borrowers to the Secured Holders of such Representative; and, PROVIDED, FURTHER,
that, for such purposes, amounts distributable to a Representative on a prior
Distribution Date and held on behalf of such Representative and the Secured
Holders of such Representative pursuant to Section 5.02 of this Agreement shall
be deemed to have been applied to the Secured Obligations of the Secured Holders
represented by such Representative, regardless of whether such application has
occurred.

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


                                       16
<PAGE>

to any such account in such Cash Equivalents as the applicable Representative
may direct from time to time.

            SECTION 5.03. RELEASE OF AMOUNTS IN COLLATERAL ACCOUNT. Amounts
distributable to a Representative on any Distribution Date pursuant to Section
5.01 shall either be paid to such Representative for the benefit of such
Representative and its Secured Holders by the Corporate Trustee (or deposited to
an account for the benefit of such Representative and its Secured Holders
pursuant to Section 5.02) upon receipt by the Corporate Trustee of a certificate
of such Representative setting forth appropriate payments instructions for such
Representative. If no such notice is delivered by a Representative within 10
Business Days thereafter, the Corporate Trustee shall deposit amounts otherwise
distributable to such Representative to an account for the benefit of such
Representative and its Secured Holders pursuant to Section 5.02 hereof.

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

                                   ARTICLE VI

                     AGREEMENTS WITH THE COLLATERAL TRUSTEE

            SECTION 6.01. DELIVERY OF AGREEMENTS. On the Perfection Date, the
Borrowers will deliver to the Collateral Trustees a true and complete copy of
each Secured Agreement, including each Collateral Document, as in effect on the
Perfection Date. Each Pledgor agrees that, promptly upon the execution thereof,
such Pledgor will deliver to the Collateral Trustees a true and complete copy of
any and all Collateral Documents entered into subsequent to the date hereof and
a true and complete copy of any and all amendments, modifications or supplements
to any of the foregoing.

            SECTION 6.02. INFORMATION AS TO REPRESENTATIVES. Each Borrower
agrees that it shall deliver to the Collateral Trustees from time to time upon
request of the Collateral Trustees a list setting forth, for each Secured
Agreement, (a) the aggregate principal amount outstanding thereunder, (b) the
accrued and unpaid interest thereunder, (c) the accrued and unpaid fees (if any)
thereunder, (d) the names of the Representatives and of the Secured Holders (to
the extent known to the Borrowers) thereunder, and all other unpaid amounts
thereunder known to the Borrowers, owing to each such Representative, for its
own account and on behalf of such Secured Holders and (e) such other information
regarding the Representatives, such Secured Holders and the Secured Agreements
as the Collateral Trustees may reasonably request. In addition, the Borrowers
shall deliver to the Collateral Trustees, each time a distribution from the
Collateral Trust Estate or, the Collateral Account is to be made pursuant to the
terms hereof, not later than two Business Days after receipt of a copy of the
applicable distribution request delivered by a Defaulted Agreement Party
pursuant to Section 5.04 hereof, a certificate of an Authorized Officer, setting
forth the amounts to be distributed and the Persons to whom such distributions
are to be made, including appropriate payment instructions therefor, PROVIDED,
that if any distribution is directed to be made to any Representative, if such
Representative shall have notified the Collateral Trustees in writing that such
Representative is unable to accept such


                                       17
<PAGE>

distribution, such distribution shall be made instead to an account established
pursuant to Section 5.02 hereof for the benefit of such Representative and its
Secured Holders. The Borrowers will furnish to the Collateral Trustees, with a
copy to each Representative, on the Perfection Date a list setting forth the
name and address of each Representative and each Person to whom notices must be
sent under the Secured Agreements and each Borrower agrees to furnish promptly
to the Collateral Trustees any changes or additions to such list of which the
Borrowers are made aware. Unless otherwise specified herein, the Collateral
Trustees may for all purposes hereunder, rely on such information given by the
Borrowers unless (i) the Collateral Trustees shall have actual knowledge of an
inaccuracy or (ii) any Representative shall provide contrary information with
respect to such Representative in which case, unless such Representative and the
Borrowers can reach an agreement on such issue within a period of 10 days, the
Collateral Trustees shall appoint an independent arbitrator (who shall be
reasonably acceptable to the Borrowers and such Representative) to resolve the
dispute (at the expense of the Borrowers).

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

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

            SECTION 6.05. FILING FEES, EXCISE TAXES, ETC. Each Borrower agrees
to pay or to reimburse the Collateral Trustees for any and all amounts in
respect of all reasonable search, filing, recording and registration fees,
taxes, excise taxes and other similar imposts which may be


                                       18
<PAGE>

payable or determined to be payable in respect of the execution, delivery,
performance and enforcement of this Agreement and each Collateral Document. The
obligations of each Borrower under this Section 6.05 shall survive the
termination of this Agreement.

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

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

            SECTION 6.07. FURTHER ASSURANCES. (a) Each Borrower agrees, from
time to time, at its own expense to execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register, and cause its Subsidiaries,
if any, to promptly execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further acts, financing
statements and continuations thereof, notices of assignment, transfers,
certificates, assurances and other instruments as may be reasonably necessary or
desirable, or as any Collateral Trustee, any Representative, any Secured Holder
through its Representative, may reasonably request from time to time in order
(i) to carry out more effectively the purposes or this Agreement, (ii) to
subject to the liens and security interests created by any of the Collateral
Documents any of the properties, rights or interests of any Pledgor covered or
now or hereafter intended to be covered by any of the Collateral Documents,
(iii) to perfect and maintain the validity, effectiveness and priority of any of
the Collateral Documents and the liens and security interests intended to be
created thereby, (iv) to better assure, convey, grant, assign, transfer,
preserve, protect and


                                       19
<PAGE>

confirm unto the Collateral Trustees, the Representatives and the Secured
Holders the rights granted or now or hereafter intended to be granted to the
Collateral Trustees, the Representatives and the Secured Holders under any
Collateral Document or under any other instrument executed in connection with
any Collateral Document to which it is or may become a party, and (v) to enable
the Collateral Trustees to exercise and enforce their rights and remedies
hereunder and under each Collateral Document with respect to any Collateral;
PROVIDED, HOWEVER, that this Section 6.07 shall not be construed to require any
Pledgor to grant any interest in Collateral other than pursuant to this
Agreement, the Credit Agreements or any Collateral Document. Without limiting
the generality of the foregoing, each Pledgor will take any such action required
to be taken by it pursuant to any Collateral Document.

            (b) Each Pledgor hereby authorizes the Collateral Trustees to file
one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature of such
Pledgor where permitted by law. A photocopy or other reproduction of this
Agreement, any Collateral Document or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.

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

                                  ARTICLE VII

                             THE COLLATERAL TRUSTEE

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

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


                                       20
<PAGE>

a part or all of the Collateral Trust Estate, the Collateral Account, such
Collateral Trustee, shall preserve the part in its possession.

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

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

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

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

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


                                       21
<PAGE>

furnished to such Collateral Trustee that conform to the requirements of this
Agreement or any Collateral Document.

            SECTION 7.05. LIMITATIONS ON DUTIES OF THE TRUSTEES. (a) The
Collateral Trustees undertake to perform only the duties expressly set forth
herein and no implied covenant or obligation shall be read into this Agreement
against the Collateral Trustees.

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

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

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

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

            SECTION 7.07. RESIGNATION AND REMOVAL OF COLLATERAL TRUSTEES. (a)
Each or both of the Collateral Trustees may at any time, by giving 30 days'
prior written notice to USI and the Representatives, resign and be discharged of
their responsibilities hereby created, such resignation to become effective upon
the appointment of a successor trustee or trustees by the Required
Representatives, the acceptance of such appointment by such successor trustee or
trustees and, unless an Actionable Default has occurred and is continuing, the
consent to the appointment of such successor trustee or trustees by USI. Either
or both of the Collateral Trustees may be removed at any time (with or without
cause) and a successor trustee or trustees appointed by the affirmative vote of
the Required Representatives, subject to, unless an Actionable Default has
occurred and is continuing, the consent of USI, PROVIDED that the Collateral
Trustees or either of them shall be entitled to their fees and expenses accrued
to the date of removal. If either or both of the Collateral Trustees resigns or
is removed as provided in this Section 7.07 the consent to the appointment of a
successor trustee or trustees shall not be unreasonably withheld and shall be
deemed to have been given if USI shall not have reasonably


                                       22
<PAGE>

objected to any proposed successor trustee or trustees within five Business Days
of receipt of notice of the identity thereof from the Representatives. If no
successor trustee or trustees shall be appointed and approved within 30 days
from the date of the giving of the aforesaid notice of resignation or within 30
days from the date of such vote for removal, the Collateral Trustees, shall, or
any Representative may, apply to any court of competent jurisdiction to appoint
a successor trustee or trustees to act until such time, if any, as a successor
trustee or trustees shall have been appointed as above provided. Any successor
trustee or trustees so appointed by such court shall immediately and without
further act be superseded by any successor trustee or trustees approved by the
Representatives as above provided.

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

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

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

            SECTION 7.08. STATUS OF SUCCESSORS TO TRUSTEE. Every successor to
the Corporate Trustee appointed pursuant to Section 7.07 shall be a bank or
trust company in good standing and having power so to act, incorporated under
the laws of the United States or any


                                       23
<PAGE>

State thereof or the District of Columbia and having its principal corporate
trust office within the State of Delaware, or another state acceptable to the
Required Representatives, and shall also have capital, surplus and undivided
profits of not less than $100,000,000, if there be such an institution with such
capital, surplus and undivided profits willing, qualified and able to accept the
trust upon reasonable or customary terms. Any successor to the Individual
Trustee appointed pursuant to Section 7.07 shall be an individual residing in
the State of Delaware, the State of New York or another state of the United
States acceptable to the Required Representatives.

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

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

            SECTION 7.11. ADDITIONAL CO-TRUSTEES; SEPARATE TRUSTEES. (a) If at
any time or times it shall be necessary or prudent in order to conform to any
law of any jurisdiction in which any of the Collateral shall be located, or the
Collateral Trustees shall be advised by counsel satisfactory to them that it is
so necessary or prudent in the interest of the Representatives on behalf of the
Secured Holders, or the Representatives shall in writing so request by notice to
the Collateral Trustees and USI, or the Collateral Trustees shall deem it
desirable for their own protection in the performance of their duties hereunder,
or USI shall in writing so request by notice to the Collateral Trustees with the
consent of the Representatives, the Collateral Trustees and USI shall execute
and deliver all instruments and agreements necessary or proper to constitute
another bank or trust company, or one or more persons approved by the Collateral
Trustees, USI and the Representatives, either to act as co-trustee or
co-trustees of all or any of the Collateral, jointly with the Collateral
Trustees originally named herein or any successor, or to act as separate trustee
of any such property. In the event USI shall not have joined in the execution of
such instruments and agreements within 10 days after the receipt of a written
request from the Collateral Trustees so to do, or in case an Actionable Default
shall have occurred and be continuing, the Collateral Trustees may act under the
foregoing provisions of


                                       24
<PAGE>

this Section 7.11 without the concurrence of USI or any other Pledgor (but with
the concurrence of the Required Representatives), and each Pledgor hereby
appoints the Collateral Trustees as its agents and attorneys to act for it under
the foregoing provisions of this Section 7.11 in either of such contingencies.

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

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

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

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

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

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


                                       25
<PAGE>

      trustee to be appointed by USI and the Collateral Trustees, or by the
      Collateral Trustees alone, as hereinbefore provided in this Section 7.11.

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

            SECTION 7.13. ORDINARY CARE. The Collateral Trustees shall be deemed
to have exercised ordinary care in the custody and preservation of the
Collateral in their possession if the Collateral is accorded treatment
substantially equal to that which the Collateral Trustees accord their own
property and reasonable care is exercised by the Collateral Trustees in handling
any moneys or securities or other property actually received by them, it being
understood that the Collateral Trustees shall not have any responsibility for
(i) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not
the Collateral Trustees have or are deemed to have knowledge of such matters, or
(ii) taking any necessary steps to preserve rights against any parties with
respect to any Collateral.

                                  ARTICLE VIII

                              RELEASE OF COLLATERAL

            SECTION 8.01. PARTIAL RELEASE OF COLLATERAL. (a) Each Pledgor may,
from time to time so long as no Actionable Default shall have occurred and be
continuing, request the release of the lien and security interest of the
Collateral Documents in any portion of the Collateral of such Pledgor proposed
to be sold or otherwise disposed of by such Pledgor to any Person which is not a
Pledgor hereunder, upon notice to the Collateral Trustees (with a copy to the
5-Year Agent) from an Authorized Officer of USI (a "NOTICE OF PARTIAL RELEASE"),
which Notice of Partial Release shall be delivered to the Collateral Trustees at
least ten Business Days prior to the date of the proposed sale or other
disposition of such Collateral (unless a shorter period of time is acceptable to
the Collateral Trustees and the 5-Year Agent) and shall

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

            (ii) certify that the sale of other disposition of such Collateral
      is permitted under the terms of the Credit Agreements, and the Borrowers
      are not, and after giving effect to such release, would not be, in default
      under any of the Secured Agreements.


                                       26
<PAGE>

If a Notice of Partial Release is delivered to the Collateral Trustees in
accordance with the immediately preceding sentence and the 5-Year Agent, on
behalf of the 5-Year Credit Parties, shall not have objected thereto prior to
the date of the proposed release, the Collateral Trustees shall execute and
deliver to USI, on the date of the proposed release (or as promptly thereafter
as possible), a release or releases (including, without limitation, Uniform
Commercial Code release statements and instruments of satisfaction, discharge
and/or reconveyance) in recordable form as to the Collateral specified in such
Notice of Partial Release from the liens, security interests, conveyances and
assignments evidenced by the Collateral Documents, which release shall state
that it is effective as of the date of such disposition; PROVIDED, HOWEVER,
that, if prior to the time that the Collateral Trustees deliver a release
pursuant to this Section 8.01(a), the Collateral Trustees shall have received
either (A) an Actionable Default Notice that shall not have been withdrawn prior
to such time and the Required Representatives shall have directed the Collateral
Trustees either not to deliver such a release or not to deliver releases
generally or (B) a written objection from the 5-Year Agent stating that such
sale or other disposition is not permitted under the Credit Agreements, then, in
either case, the Collateral Trustees shall so notify USI and shall not sign any
release or releases in connection with such disposition.

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

            SECTION 8.02. FULL RELEASE OF COLLATERAL UPON SATISFACTION OF
CERTAIN SECURED OBLIGATIONS. (a) Unless an Actionable Default shall then have
occurred and be continuing, the Collateral Trustees shall promptly release in
accordance with Section 8.03 all the Collateral upon the cash payment in full of
the Secured Obligations arising under the Credit Agreements and the other Loan
Documents (as defined in the Credit Agreements).

            (b) In furtherance of the undertaking set forth above in Section
8.02(a), the Collateral Trustees shall, upon the request of USI accompanied by a
certificate of an Authorized Officer of USI, upon which the Collateral Trustees
may conclusively rely without independent verification, to the effect that all
Secured Obligations under the Credit Agreements and the other Loan Documents (as
defined in the Credit Agreements) have been, or will, concurrently with the
release of the Collateral be, paid in full in cash and all commitment thereunder
terminated (and if such Secured Obligations have not previously been so paid,
describing the source(s) of funds for such repayment), deliver a notice to the
5-Year Agent and the 364-Day Agent (with a copy to each other Representative)
containing the following:


                                       27
<PAGE>

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

            (ii) a statement that the Collateral Trustees intend to release all
      the Collateral unless they receive a notice from the 5-Year Agent or the
      364-Day Agent within 10 days saying that it has not received cash payment
      in full of all the Secured Obligations owed to the 5-Year Credit Parties
      under the 5-Year Credit Agreement or the 364-Day Credit Parties under the
      364-Day Credit Agreement, as the case may be, and that all commitments of
      such Credit Parties thereunder have not been terminated, or, if such
      Secured Obligations are to be repaid and such commitments terminated
      concurrently with such release, a statement that the Collateral Trustees
      will release such Collateral only upon receipt from the 5-Year Agent
      and/or the 364-Day Agent of instructions to do so.

If the Collateral Trustees do not receive a certificate from the 5-Year Agent or
the 364-Day Agent within 10 days after the delivery of such notice stating that
such Secured Obligations have not been indefeasibly paid in full in cash (or
such commitments have not been terminated), or the Collateral Trustees receive a
direction from the 5-Year Agent and the 364-Day Agent so to release such
Collateral, as the case may be (and the Collateral Trustees shall not have
received any notice that an Actionable Default has occurred or is continuing),
then the Collateral Trustees shall release all the Collateral from the security
interest in their favor and deliver to the Pledgors all Collateral in the
possession of the Collateral Trustees promptly after the expiration of such 10
day period or as specified in such instruction, as the case may be; PROVIDED,
HOWEVER, that the Borrowers shall have made adequate provision for the expenses
of the Collateral Trustees associated with such release of Collateral and all
other expenses of, or payable to, the Collateral Trustees hereunder; and
PROVIDED, FURTHER, that the failure of the 5-Year Agent or the 364-Day Agent to
provide a certificate to the Collateral Trustees pursuant to this Section 8.02
shall in no way be deemed a waiver of, or otherwise impair in any way, its
rights to receive payment in respect of unpaid Secured Obligations. If the
Collateral Trustees shall have received such a certificate from the 5-Year Agent
or the 364-Day Agent within such 10 day period, or shall not have received an
instruction so to release such Collateral, (or shall have received an Actionable
Default Notice which has not been withdrawn), as the case may be, the Collateral
Trustees shall not release the Collateral unless and until the 5-Year Agent and
the 364-Day Agent or a court of competent jurisdiction so directs the Collateral
Trustees pursuant to a final, non-appealable judgment (including a judgment that
becomes non-appealable by reason of expiration of any period of time limiting
the right to appeal therefrom).

            SECTION 8.03. EFFECT OF RELEASE OF COLLATERAL. Upon the
effectiveness of the release of the Collateral pursuant to Section 8.02, all
right, title and interest of the Collateral Trustees and the Representatives on
behalf of the Secured Holders in, to and under the Collateral Trust Estate, the
Collateral and the Collateral Documents shall terminate and shall revert to the
applicable Pledgor and its successors and assigns, and the estate, right, title
and interest of the Collateral Trustees therein shall thereupon cease; and in
such case, upon the written request of USI, its successors or assigns, and at
the cost and expense of the Borrowers, their successors or assigns, the
Collateral Trustees shall execute and deliver a satisfaction of the Collateral
Documents and such instruments as are necessary or desirable to terminate and
remove of record any documents constituting public notice of the Collateral
Documents and the security interests


                                       28
<PAGE>

granted thereunder and shall transfer, or cause to be transferred, and shall
deliver or cause to be delivered to USI on behalf of the Pledgors, all property,
including all moneys, instruments and securities of the Pledgors then held by
the Collateral Trustees. The cancellation and satisfaction of the Collateral
Documents shall be without prejudice to the rights of the Collateral Trustees or
any successor trustee or trustees to charge and be reimbursed for any
expenditures which they may thereafter incur in connection therewith.

                                   ARTICLE IX

                                  MISCELLANEOUS

            SECTION 9.01. AMENDMENTS, SUPPLEMENTS AND WAIVERS. (a) (i) With the
written consent of the 5-Year Agent, the 364-Day Agent and the Corporate
Trustee, the Pledgors may, from time to time, enter into written agreements
supplemental hereto for the purpose of adding to or waiving any provision of
this Agreement or any of the Collateral Documents or changing in any manner the
rights of the Collateral Trustees, the Representatives, the Secured Holders and
the Pledgors hereunder or thereunder.

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

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

            (iii) The Collateral Trustees shall not enter into any such
supplemental agreement unless they shall have received a certificate of an
Authorized Officer of USI to the effect that such supplemental agreement will
not result in a breach of any provision or covenant contained in any of the
Secured Agreements.

            (b) Notwithstanding the provisions of paragraph (a), the Collateral
Trustees and USI may, at any time and from time to time, without the consent of
the 5-Year Agent, the 364-Day Agent and any other Representative or any Secured
Holders, enter into additional Collateral Documents or one or more agreements
supplemental hereto or to any Collateral Document, in form satisfactory to the
Collateral Trustees,

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

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

            (iii) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Agreement which shall


                                       29
<PAGE>

      not be inconsistent with the provisions of this Agreement, provided such
      action shall not adversely affect the interests of the Secured Holders.

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

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

            (a) If to USI or any other Pledgor, to its address at 101 Wood
      Avenue, South Iselin, NJ 08830, Attention: Chief Financial Officer
      (telecopy no. (732)-767-2390) with a copy to Cadwalader, Wickersham & Taft
      at 100, Maiden Lane, New York N.Y. 10038, attention to Dennis J. Block
      Esq. (telecopy no. (212) 504-6666) or at such other address as shall be
      designated by it in a written notice to the Collateral Trustees;

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

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

All such notices, requests, demands and communications shall be deemed to have
been duly given or made, (i) when delivered by hand, (ii) five Business Days
after being deposited in the mail, postage prepaid, (iii) when telexed with
answerback received, (iv) when telecopied or (v)


                                       30
<PAGE>

when published in THE WALL STREET JOURNAL or such other publication; PROVIDED,
HOWEVER, that any notice, request, demand or other communication to the
Collateral Trustees shall not be effective until received by the Corporate
Trustee and, PROVIDED, FURTHER, that any notice to the Collateral Trustees from
any Pledgor shall be signed by an Authorized Officer, unless otherwise
specifically set forth herein.

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

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

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

            (b) Any person, firm, corporation or other entity which shall be
designated as the duly authorized representative of one or more Representatives
to act as such in connection with any matters pertaining to this Agreement or
any Collateral Document or the Collateral shall present to the Collateral
Trustees such documents, including, without limitation, opinions of counsel, as
the Collateral Trustees may reasonably require, in order to demonstrate to the
Collateral Trustees the authority of such person, firm, corporation or other
entity to act as the representative of such Representatives.

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

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

            SECTION 9.08. CLAIMS AGAINST TRUSTEE. This Agreement is made for the
benefit of the Representatives on behalf of the Secured Holders, and the
Representatives may from time to time enforce their rights as explicit
beneficiaries hereunder.

            SECTION 9.09. BINDING EFFECT. This Agreement shall be binding upon
and inure to the benefit of each of the parties hereto and shall inure to the
benefit of the Representatives on behalf of the Secured Holders and their
respective successors and assigns and nothing herein or


                                       31
<PAGE>

in any Collateral Document is intended or shall be construed to give any other
Person any right, remedy or claim under, to or in respect of this Agreement, any
Collateral Document, the Collateral, the Collateral Account or the Collateral
Trust Estate or any part thereof.

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

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

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

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

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

            SECTION 9.15. ADDITIONAL PLEDGORS. Upon the execution and delivery
by any Subsidiary of USI of a supplement to this Agreement in substantially the
form of Exhibit A hereto pursuant to Section 7.13 of either Credit Agreement or
otherwise, (a) such Subsidiary shall be referred to as an additional "Pledgor"
hereunder, and each reference herein and in the other Collateral Documents to a
"Pledgor" shall also mean and be a reference to such Subsidiary of USI, and (b)
each reference to this "Agreement", "hereunder", "hereof" or words of like
import referring to this Agreement, and each reference in the other Collateral
Documents to the "Collateral Trust Agreement", "thereunder", "thereof" or words
of like import referring to this Agreement, shall mean and be a reference to
this Agreement as supplemented by such supplement.



                                      * * *


                                       32
<PAGE>



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


Corporate Trustee:                        WILMINGTON TRUST COMPANY


                                          By:
                                             ---------------------------------
                                          Title:

Individual Trustee:
                                          ------------------------------------
                                          David A. Vanaskey

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


                                       33
<PAGE>

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


                                       34
<PAGE>

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

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




                                       35
<PAGE>


                                                                       Exhibit A


                      Collateral Trust Agreement Supplement

              [To be agreed on terms reasonably satisfactory to the
                           Required Representatives.]



<PAGE>






                           COLLATERAL TRUST AGREEMENT

                           dated as of April 30, 2001,

                                      among

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

                                       and

                            WILMINGTON TRUST COMPANY
                              as Corporate Trustee

                                       and

                                DAVID A. VANASKEY
                              as Individual Trustee


<PAGE>


                                TABLE OF CONTENTS



                                    ARTICLE I

                                   DEFINITIONS

   SECTION 1.01. Certain Defined Terms.......................................3
   SECTION 1.02. Certain References..........................................8

                                   ARTICLE II

                 CONFIRMATION AND CREATION OF SECURITY INTERESTS

   SECTION 2.01. Collateral Trust Estate.....................................8
   SECTION 2.02. Security for Secured Obligations............................9

                                   ARTICLE III

                               COLLATERAL ACCOUNT

   SECTION 3.01. Collateral Account..........................................9

                                   ARTICLE IV

                          ACTIONABLE DEFAULTS; REMEDIES

   SECTION 4.01. Actionable Default Notice..................................10
   SECTION 4.02. Direction by Required Representatives......................11
   SECTION 4.03. Right to Initiate Judicial Proceedings, Etc................11
   SECTION 4.04. Remedies Not Exclusive.....................................12
   SECTION 4.05. Waiver of Certain Rights...................................12
   SECTION 4.06. Limitation on Collateral Trustees' Duties in Respect of
                Collateral..................................................13
   SECTION 4.07. Limitation by Law..........................................13
   SECTION 4.08. Absolute Rights of Secured Holders and Representatives.....13
   SECTION 4.09. Equal and Ratable Security.................................14

                                    ARTICLE V

                             APPLICATION OF PROCEEDS

   SECTION 5.01. Application of Proceeds....................................14
   SECTION 5.02. Application of Withheld Amounts............................15
   SECTION 5.03. Release of Amounts in Collateral Account...................16
   SECTION 5.04. Distribution Date..........................................16


                                        i
<PAGE>

                                   ARTICLE VI

                     AGREEMENTS WITH THE COLLATERAL TRUSTEE

   SECTION 6.01. Delivery of Agreements.....................................16
   SECTION 6.02. Information as to Representatives..........................16
   SECTION 6.03. Compensation and Expenses..................................17
   SECTION 6.04. Stamp and Other Similar Taxes..............................17
   SECTION 6.05. Filing Fees, Excise Taxes, Etc.............................18
   SECTION 6.06. Indemnification............................................18
   SECTION 6.07. Further Assurances.........................................18

                                   ARTICLE VII

                             THE COLLATERAL TRUSTEE

   SECTION 7.01. Declaration of Trust.......................................19
   SECTION 7.02. Exculpatory Provisions.....................................19
   SECTION 7.03. Delegation of Duties.......................................20
   SECTION 7.04. Reliance by Collateral Trustees............................20
   SECTION 7.05. Limitations on Duties of the Trustees......................21
   SECTION 7.06. Moneys to Be Held in Trust.................................21
   SECTION 7.07. Resignation and Removal of Collateral Trustees.............21
   SECTION 7.08. Status of Successors to Trustee............................23
   SECTION 7.09. Merger of the Corporate Trustee............................23
   SECTION 7.10. Powers of Individual Trustee...............................23
   SECTION 7.11. Additional Co-Trustees; Separate Trustees..................23
   SECTION 7.12. Trustees Appointed Attorneys-in-Fact.......................25
   SECTION 7.13. Ordinary Care..............................................25

                                  ARTICLE VIII

                              RELEASE OF COLLATERAL

   SECTION 8.01. Partial Release of Collateral..............................25
   SECTION 8.02. Full Release of Collateral Upon Satisfaction of Certain
                Secured Obligations.........................................26
   SECTION 8.03. Effect of Release of Collateral............................28

                                   ARTICLE IX

                                  MISCELLANEOUS

   SECTION 9.01. Amendments, Supplements and Waivers........................28
   SECTION 9.02. Additional Actions of Representatives......................29
   SECTION 9.03. Notices....................................................29
   SECTION 9.04. Headings...................................................30
   SECTION 9.05. Severability...............................................30
   SECTION 9.06. Treatment of Payee or Indorsee by Trustees.................30


                                       ii
<PAGE>

   SECTION 9.07. Dealings with the Pledgors.................................30
   SECTION 9.08. Claims Against Trustee.....................................31
   SECTION 9.09. Binding Effect.............................................31
   SECTION 9.10. Governing Law..............................................31
   SECTION 9.11. Effectiveness..............................................31
   SECTION 9.12. Reexecution of Agreement...................................31
   SECTION 9.13. Effect on Credit Agreements................................31
   SECTION 9.14. Counterparts...............................................31
   SECTION 9.15. Additional Pledgors........................................31



                                       iii