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                                                                    EXHIBIT 99.3

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                    SECOND AMENDED, RESTATED AND CONSOLIDATED

                        GUARANTY AND COLLATERAL AGREEMENT



                                     made by


                    each of the Grantors (as defined herein)


                                   in favor of


                          FOOTHILL CAPITAL CORPORATION,


                             as Administrative Agent


                           Dated as of March 28, 2003


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<TABLE>
<S>                                                                                 <C>
SECTION 1.    DEFINED TERMS .......................................................  2
     1.1   Definitions ............................................................  2
     1.2   Other Definitional Provisions ..........................................  7
SECTION 2.    GUARANTEE ...........................................................  8
     2.1   Guarantee ..............................................................  8
     2.2   Right of Contribution ..................................................  9
     2.3   Subrogation ............................................................  9
     2.4   Amendments, Etc ........................................................ 10
     2.5   Guarantee Absolute and Unconditional ................................... 10
     2.6   Reinstatement .......................................................... 12
     2.7   Payments ............................................................... 12
SECTION 3.    GRANT OF SECURITY INTEREST .......................................... 13
     3.1   Grant of Security Interest ............................................. 13
SECTION 4.    REPRESENTATIONS AND WARRANTIES ...................................... 14
     4.1   Representations in Credit Agreement .................................... 14
     4.2   Title; No Other Liens .................................................. 14
     4.3   Perfected First Priority Liens ......................................... 14
     4.4   Jurisdiction of Organization; Chief Executive Office ................... 15
     4.5   Inventory and Equipment ................................................ 15
     4.6   Farm Products .......................................................... 15
     4.7   Investment Property .................................................... 15
     4.8   Receivables ............................................................ 15
     4.9   Intellectual Property .................................................. 15
     4.10  Benefit to the Guarantor ............................................... 16
SECTION 5.    COVENANTS ........................................................... 16
     5.1   Covenants in Credit Agreement .......................................... 16
     5.2   Delivery of Instruments and Chattel Paper .............................. 16
     5.3   Maintenance of Insurance ............................................... 16
     5.4   Payment of Obligations ................................................. 17
     5.5   Maintenance of Perfected Security Interest; Further Documentation ...... 17
     5.6   Changes in Name, etc ................................................... 18
     5.7   Notices ................................................................ 18
</TABLE>

                                       i

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<TABLE>
<S>                                                                          <C>
     5.8   Investment Property .............................................  18
     5.9   Receivables .....................................................  20
     5.10  Intellectual Property ...........................................  20
     5.11  Commercial Tort Claims ..........................................  21
SECTION 6.    REMEDIAL PROVISIONS ..........................................  21
     6.1   Certain Matters Relating to Receivables .........................  21
     6.2   Communications with Obligors; Grantors Remain Liable ............  22
     6.3   Pledged Stock ...................................................  22
     6.4   Proceeds to be Turned Over To Administrative Agent ..............  23
     6.5   Application of Proceeds .........................................  24
     6.6   Code and Other Remedies .........................................  24
     6.7   Resale of Pledged Stock .........................................  25
     6.8   Deficiency ......................................................  26
     6.9   Non-Judicial Enforcement ........................................  26
SECTION 7.    THE ADMINISTRATIVE AGENT .....................................  26
     7.1   Administrative Agent's Appointment as Attorney-in-Fact, etc .....  26
     7.2   Duty of Administrative Agent ....................................  28
     7.3   Execution of Financing Statements ...............................  28
     7.4   Authority of Administrative Agent ...............................  28
SECTION 8.    MISCELLANEOUS ................................................  28
     8.1   Amendments in Writing ...........................................  28
     8.2   Notices .........................................................  29
     8.3   No Waiver by Course of Conduct; Cumulative Remedies .............  29
     8.4   Enforcement Expenses; Indemnification ...........................  29
     8.5   Successors and Assigns ..........................................  30
     8.6   Set-Off .........................................................  30
     8.7   Counterparts ....................................................  30
     8.8   Severability ....................................................  30
     8.9   Section Headings ................................................  30
     8.10  Integration .....................................................  30
     8.11  GOVERNING LAW ...................................................  31
     8.12  Submission To Jurisdiction; Waivers .............................  31
</TABLE>

                                       ii

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<TABLE>
<S>                                                                         <C>
     8.13  Acknowledgements ...............................................  31
     8.14  Additional Grantors ............................................  31
     8.15  Releases .......................................................  32
     8.16  WAIVER OF JURY TRIAL ...........................................  32
</TABLE>

                                      iii

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Schedules
Schedule 1   Notice Addresses of Guarantors
Schedule 2   Description of Pledged Stock
Schedule 3   Filings and Other Actions Required to Perfect Security Interest
Schedule 4   Jurisdiction of Organization, Identification Number and Location of
                   Chief Executive Office
Schedule 5   Locations of Inventory and Equipment
Schedule 6   Intellectual Property

                                     Annexes

Annex I      Assumption Agreement
Annex II     Acknowledgment and Consent

                                       iv

<PAGE>


         SECOND AMENDED, RESTATED AND CONSOLIDATED GUARANTY AND COLLATERAL
AGREEMENT, dated as of March 28, 2003, made by each of the signatories hereto
(together with any other entity that may become a party hereto as provided
herein, the "Grantors"), in favor of Foothill Capital Corporation, a California
corporation ("Foothill"), as successor to The Chase Manhattan Bank, as
administrative agent (in such capacity, the "Administrative Agent") for the
banks and other financial institutions parties to the Existing Credit Agreement
(as defined below), as amended and restated by that certain Amended and Restated
Credit Agreement, dated as of March 28, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Mission
Resources Corporation, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions or entities from time to time parties to
the Credit Agreement (the "Lenders"), Farallon Energy Lending, L.L.C., as
arranger (in such capacity, the "Arranger"), Jefferies & Company, Inc., as
syndication agent (in such capacity, the "Syndication Agent"), and the
Administrative Agent.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, those financial institutions party thereto, The
Chase Manhattan Bank, as administrative agent, BNP Paribas, as syndication
agent, and First Union National Bank and Fleet National Bank, as
co-documentation agents, entered into that certain Credit Agreement, dated as of
May 16, 2001, as amended by the First Amendment to Credit Agreement, effective
as of May 29, 2001, the Second Amendment to Credit Agreement, effective as of
March 28, 2002, and the Third Amendment to Credit Agreement, effective October
7, 2002 (the "Existing Credit Agreement");

         WHEREAS, in connection with the Existing Credit Agreement, the
Borrower, the Subsidiaries of the Borrower party thereto and The Chase Manhattan
Bank, as administrative agent, entered into that certain Amended, Restated and
Consolidated Guaranty and Collateral Agreement, dated May 16, 2001 (the
"Existing Guaranty and Collateral Agreement");

         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
amend and restate the Existing Credit Agreement and have appointed Foothill, as
the administrative agent in connection therewith;

         WHEREAS, in connection with the Credit Agreement, certain of the
Qualified Counterparties may enter into Specified Hedge Agreements with one or
more of the Grantors;

         WHEREAS, Wells Fargo Bank, National Association, a national banking
association, and certain of its affiliates (collectively, "Wells Fargo") are
simultaneously with the execution and delivery of this Guaranty entering into,
and from time to time hereafter may enter into, certain Oil and Gas Hedging
Contracts (as defined in the Credit Agreement) with the Borrower and its
Subsidiaries, which constitute Bank Products (as defined in the Credit
Agreement), and from time to time hereafter may provide other Bank Products to
the Borrower and its Subsidiaries;

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

<PAGE>

         WHEREAS, the Borrower and the other Grantors have agreed to amend and
restate the Existing Guaranty and Collateral Agreement; and

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

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

                            SECTION 1. DEFINED TERMS

     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement and the following terms are used herein as defined in the New
York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort
Claims, Documents, Equipment, Farm Products, General Intangibles, Goods,
Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.

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

         "Guaranty": this Second Amended, Restated and Consolidated Guaranty and
     Collateral Agreement, as the same may be amended, amended and restated,
     supplemented or otherwise modified from time to time.

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

         "Borrower Credit Agreement Obligations": the collective reference to
     the unpaid principal of and interest on the Loans and all other obligations
     and liabilities of the Borrower (including, without limitation, interest
     accruing at the then applicable rate provided in the Credit Agreement after
     the maturity of the Loans and interest accruing at the then applicable rate
     provided in the Credit Agreement after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to the Borrower, whether or not a claim for
     post-filing or post

                                       2

<PAGE>

     petition interest is allowed in such proceeding) to the Administrative
     Agent or any Lender, whether direct or indirect, absolute or contingent,
     due or to become due, or now existing or hereafter incurred, which may
     arise under, out of, or in connection with, the Credit Agreement, this
     Guaranty, or the other Loan Documents, or any other document made,
     delivered or given in connection therewith, in each case whether on account
     of principal, interest, reimbursement obligations, fees, indemnities,
     costs, expenses or otherwise (including, without limitation, all fees and
     disbursements of counsel to the Administrative Agent or to the Lenders that
     are required to be paid by the Borrower pursuant to the terms of any of the
     foregoing agreements).

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

         "Borrower Obligations": the collective reference to (i) the Borrower
     Bank Product Obligations, (ii) the Borrower Credit Agreement Obligations,
     (iii) the Borrower Hedge Agreement Obligations, but only to the extent
     that, and only so long as, the Borrower Credit Agreement Obligations are
     secured and guaranteed pursuant hereto, and (iv) all other obligations and
     liabilities of the Borrower, whether direct or indirect, absolute or
     contingent, due or to become due, or now existing or hereafter incurred,
     which may arise under, out of, or in connection with, this Guaranty
     (including, without limitation, Section 2 hereof and all fees and
     disbursements of counsel to the Administrative Agent or to the other
     Secured Parties that are required to be paid by the Borrower pursuant to
     the terms of this Guaranty).

         "Collateral": as defined in Section 3.1.

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

         "Contracts": means all "contracts," as such term is defined in the
     Uniform Commercial Code of any applicable jurisdiction, now owned or
     hereafter acquired by any Grantor, in any event, including all contracts,
     undertakings, or agreements (other than rights evidenced by Chattel Paper,
     Documents or Instruments) in or under which any Grantor may now or
     hereafter have any right, title or interest, including any agreement
     relating to the terms of payment or the terms of performance of any
     Account.

                                       3

<PAGE>

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

         "Copyright Licenses": any written agreement naming any Grantor as
     licensor or licensee (including, without limitation, those listed in
     Schedule 6), granting any right under any Copyright, including, without
     limitation, the grant of rights to manufacture, distribute, exploit and
     sell materials derived from any Copyright.

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

         "Environmental Laws": any and all applicable laws, rules, orders,
     regulations, statutes, ordinances, codes, decrees, or other legally
     enforceable requirements (including, without limitation, common law) of any
     international authority, foreign government, the United States, or any
     state, local, municipal or other governmental authority, regulating,
     relating to or imposing liability or standards of conduct concerning
     protection of the environment, natural resources or human health, or
     employee health and safety, as has been, is now, or may at any time
     hereafter be, in effect, including, without limitation, the Comprehensive
     Environmental Response, Compensation and Liability Act, 42 U.S.C.(S)9601 et
     seq., the Hazardous Materials Transportation Act, 49 U.S.C. (S) 5101 et
     seq., the Resource Conservation and Recovery Act, 42 U.S.C.(S)6901 et seq.,
     the Clean Water Act, 33 U.S.C.(S)1251 et seq., the Clean Air Act, 42
     U.S.C.(S)7401 et seq., the Toxic Substances Control Act, 15 U.S.C.(S)2601
     et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7
     U.S.C.(S)136 et seq., and the Oil Pollution Act of 1990, 33 U.S.C.(S)2701
     et seq., and the regulations promulgated pursuant thereto, and all
     analogous state or local statutes.

         "Excluded Assets": the collective reference to any contract, General
     Intangible, Copyright License, Patent License or Trademark License
     ("Intangible Assets"), in each case to the extent the grant by the relevant
     Grantor of a security interest pursuant to this Guaranty in such Grantor's
     right, title and interest in such Intangible Asset (A) is prohibited by
     legally enforceable provisions of any contract, agreement, instrument or
     indenture governing such Intangible Asset, (B) would give any other party
     to such contract, agreement, instrument or indenture a legally enforceable
     right to terminate its obligations thereunder or (C) is permitted only with
     the consent of another party, if the requirement to obtain such consent is
     legally enforceable and such consent has not been obtained; provided, that
     in any event any Receivable or any money or other amounts due or to become
     due under any such contract, agreement, instrument or indenture shall not
     be Excluded Assets to the extent that any of the foregoing is (or if it
     contained a provision limiting the transferability or pledge thereof would
     be) subject to Section 9-406 of the New York UCC.

                                       4

<PAGE>

         "Governmental Authority": any nation or government, any state or other
     political subdivision thereof and any entity exercising executive,
     legislative, judicial, regulatory or administrative functions of or
     pertaining to government, any province, commonwealth, territory,
     possession, county, parish, town, township, village or municipality,
     whether now or hereafter constituted or existing

         "Governmental Requirement": any law, statute, code, ordinance, order,
     determination, rule, regulation, judgment, decree, injunction, franchise,
     permit, certificate, license, authorization or other directive or
     requirement, including, without limitation, Environmental Laws, energy
     regulations and occupational, safety and health standards or controls, of
     any Governmental Authority.

         "Grantor": as defined in the preamble hereto.

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

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

         "Guarantor Obligations": with respect to any Guarantor, the collective
     reference to (i) any Guarantor Bank Product Obligations, (ii) any Guarantor
     Hedge Agreement Obligations of such Guarantor, but only to the extent that,
     and only so long as, the other Obligations of such Guarantor are secured
     and guaranteed pursuant hereto, and (iii) all obligations and liabilities
     of such Guarantor which may arise under or in connection with

                                       5

<PAGE>

     this Guaranty (including, without limitation, Section 2) or any other Loan
     Document to which such Guarantor is a party, in each case whether on
     account of guarantee obligations, reimbursement obligations, fees,
     indemnities, costs, expenses or otherwise (including, without limitation,
     all fees and disbursements of counsel to the Administrative Agent or to any
     other Secured Party that are required to be paid by such Guarantor pursuant
     to the terms of this Guaranty or any other Loan Document).

         "Guarantors": the collective reference to each Grantor, excluding the
     Borrower.

         "Hedge Agreements": collectively, any Rate Management Agreement and/or
     Oil and Gas Hedging Contract.

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

         "Investment Property": the collective reference to (i) all "investment
     property" as such term is defined in Section 9-102(a)(49) of the New York
     UCC and (ii) whether or not constituting "investment property" as so
     defined, all Pledged Stock.

         "Issuers": the collective reference to each issuer of any Investment
     Property.

         "Mortgage": as defined in the Credit Agreement.

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

         "Obligations": (i) in the case of the Borrower, the Borrower
     Obligations, and (ii) in the case of each Guarantor, its Guarantor
     Obligations.

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

         "Patent License": all agreements, whether written or oral, providing
     for the grant by or to any Grantor of any right to manufacture, use or sell
     any invention covered in whole or in part by a Patent, including, without
     limitation, any of the foregoing referred to in Schedule 6.

                                       6

<PAGE>

         "Person": an individual, partnership, corporation, limited liability
     company, business trust, joint stock company, trust, unincorporated
     association, joint venture, Governmental Authority or other entity of
     whatever nature.

         "Pledged Stock": the shares of Capital Stock listed on Schedule 2,
     together with any other shares, stock certificates, options or rights of
     any nature whatsoever in respect of the Capital Stock of any Loan Party
     that may be issued or granted to, or held by, any Grantor while this
     Guaranty is in effect.

         "Proceeds": all "proceeds" as such term is defined in Section
     9-102(a)(64) of the Uniform Commercial Code in effect in the State of New
     York on the date hereof and, in any event, including, without limitation,
     all dividends or other income from the Investment Property, collections
     thereon or distributions or payments with respect thereto.

         "Qualified Counterparty": with respect to any Specified Hedge
     Agreement, any counterparty thereto that, at the time such Specified Hedge
     Agreement was entered into, was a Lender or an Affiliate of a Lender.

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

         "Secured Parties": the collective reference to the Administrative
     Agent, the Syndication Agent, the Lenders and any Qualified Counterparties.

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

         "Specified Hedge Agreement": any Hedge Agreement entered into by (i)
     the Borrower or any other Guarantor and (ii) any Qualified Counterparty.

         "Subsidiary": as to any Person, a corporation, partnership, limited
     liability company or other entity of which shares of stock or other
     ownership interests having ordinary voting power (other than stock or such
     other ownership interests having such power only by reason of the happening
     of a contingency) to elect a majority of the board of directors or other
     managers of such corporation, partnership or other entity are at the time
     owned, or the management of which is otherwise controlled, directly or
     indirectly through one or more intermediaries, or both, by such Person.

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

                                       7

<PAGE>

     thereto, including, without limitation, any of the foregoing referred to in
     Schedule 6, and (ii) the right to obtain all renewals thereof.

         "Trademark License": any agreement, whether written or oral, providing
     for the grant by or to any Grantor of any right to use any Trademark,
     including, without limitation, any of the foregoing referred to in Schedule
     6.

         "Vehicles": all cars, trucks, trailers, construction and earth moving
     equipment and other vehicles covered by a certificate of title law of any
     state and all tires and other appurtenances to any of the foregoing.

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

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

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

                              SECTION 2. GUARANTEE

     2.1 Guarantee. (a) (i) The Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantee to the Administrative Agent, for the
ratable benefit of the Secured Parties and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower when due (whether at stated maturity, by
acceleration or otherwise) of the Borrower Obligations (other than, in the case
of each Guarantor, Borrower Obligations arising pursuant to clause (ii) of this
Section 2.1(a) in respect of Guarantor Hedge Agreement Obligations in respect of
which such Guarantor is a primary obligor).

             (ii) The Borrower hereby unconditionally and irrevocably guarantees
to the Administrative Agent, for the ratable benefit of the Secured Parties and
their respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by each Guarantor when due (whether at stated
maturity, by acceleration or otherwise) of the Guarantor Hedge Agreement
Obligations of such Guarantor.

         (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, (i) the maximum liability of each Guarantor hereunder and under
the other Loan Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
fraudulent conveyances or transfers or the insolvency of debtors (after giving
effect to the right of contribution established in Section 2.2) and (ii) the
maximum liability of the Borrower under Section 2.1(a)(ii) shall in no event
exceed the amount which can be guaranteed by the Borrower under applicable
federal and state laws relating to fraudulent conveyances or transfers or the
insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

                                       8

<PAGE>

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

             (ii) The Borrower agrees that each of (A) the Guarantor Hedge
Agreement Obligations and (B) the Borrower Obligations may at any time and from
time to time exceed the amount of the liability of the Borrower under this
Section 2 without impairing the guarantee of the Borrower contained in this
Section 2 or affecting the rights and remedies of the Administrative Agent or
any Secured Party hereunder.

         (d) (i)  Each Guarantor agrees that if the maturity of the Borrower
Obligations is accelerated by bankruptcy or otherwise, such maturity shall also
be deemed accelerated for the purpose of this guarantee without demand or notice
to such Guarantor.

             (ii) The Borrower agrees that if the maturity of the Guarantor
Hedge Agreement Obligations is accelerated by bankruptcy or otherwise, such
maturity shall also be deemed accelerated for the purpose of this guarantee
without demand or notice to the Borrower.

         (e) Subject to Section 8.15 hereof, the guarantee contained in this
Section 2 shall remain in full force and effect until all the Borrower
Obligations (other than Borrower Obligations arising under Section 2.1(a)(ii)
hereof) and the obligations of each Guarantor under the guarantee contained in
this Section 2 (other than Guarantor Obligations in respect of Borrower
Obligations arising under Section 2.1(a)(ii) hereof) shall have been satisfied
by full and final payment in cash and the Commitments shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement
the Borrower may be free from any Borrower Obligations and any or all of the
Guarantors may be free from their respective Guarantor Hedge Agreement
Obligations.

         (f) No payment made by the Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by the Administrative
Agent or any other Secured Party from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Borrower Obligations or the Guarantor Hedge
Agreement Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of the Borrower or any Guarantor under this Section 2 which
shall, notwithstanding any such payment (other than any payment made by the
Borrower or such Guarantor in respect of the Borrower Obligations or the
Guarantor Hedge Agreement Obligations or any payment received or collected from
the Borrower or such Guarantor in respect of the Borrower Obligations or the
Guarantor Hedge Agreement Obligations), remain liable for the Borrower
Obligations and the Guarantor Hedge Agreement Obligations up to the maximum
liability of the Borrower or such Guarantor hereunder until the Borrower
Obligations and the Guarantor Hedge Agreement Obligations are fully and finally
paid in cash and the Commitments are terminated.

     2.2 Right of Contribution. (a) Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder or the Guarantor Hedge Agreement Obligations, such
Guarantor shall be entitled to seek and

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<PAGE>

receive contribution from and against any other Guarantor hereunder which has
not paid its proportionate share of such payment.

         (b) The Borrower and each Guarantor agrees that to the extent that the
Borrower or any Guarantor shall have paid more than its proportionate share of
any payment made hereunder in respect of any Borrower Obligation or Guarantor
Hedge Agreement Obligation of any other Guarantor or the Borrower, as the case
may be, the Borrower or such Guarantor, as the case may be, shall be entitled to
seek and receive contribution from and against the Borrower and any other
Guarantor which has not paid its proportionate share of such payment.

         (c) The Borrower's and each Guarantor's right of contribution under
this Section 2.2 shall be subject to the terms and conditions of Section 2.3.
The provisions of this Section 2.2 shall in no respect limit the obligations and
liabilities of the Borrower or any Guarantor to the Administrative Agent and the
Secured Parties, and the Borrower and each Guarantor shall remain liable to the
Administrative Agent and the Secured Parties for the full amount guaranteed by
the Borrower or such Guarantor hereunder.

     2.3 Subrogation. Notwithstanding any payment made by the Borrower or any
Guarantor hereunder or any set-off or application of funds of the Borrower or
any Guarantor by the Administrative Agent or any Secured Party, neither the
Borrower nor any Guarantor shall be entitled to be subrogated to any of the
rights of the Administrative Agent or any Secured Party against the Borrower or
any other Guarantor or any collateral security or guarantee or right of offset
held by the Administrative Agent or any Secured Party for the payment of the
Borrower Obligations or the Guarantor Hedge Agreement Obligations, nor shall the
Borrower or any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrower or any other Guarantor in respect of payments
made by the Borrower or such Guarantor hereunder, until all amounts owing to the
Administrative Agent and the Secured Parties by the Borrower on account of the
Borrower Obligations are fully and finally paid in cash and the Commitments are
terminated. If any amount shall be paid to the Borrower or any Guarantor on
account of such subrogation rights at any time when all of the Borrower
Obligations shall not have been fully and finally paid in cash, such amount
shall be held by the Borrower or such Guarantor in trust for the Administrative
Agent and the Secured Parties, segregated from other funds of the Borrower or
such Guarantor, and shall, forthwith upon receipt by the Borrower or such
Guarantor, be turned over to the Administrative Agent in the exact form received
by the Borrower or such Guarantor (duly indorsed by the Borrower or such
Guarantor to the Administrative Agent, if required), to be applied against the
Borrower Obligations or the Guarantor Hedge Agreement Obligations, whether
matured or unmatured, in such order as the Administrative Agent may determine.

     2.4 Amendments, Etc. With respect to the Borrower Obligations, the Borrower
and each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Borrower or any Guarantor and
without notice to or further assent by the Borrower or any Guarantor, any demand
for payment of any of the Borrower Obligations or Guarantor Hedge Agreement
Obligations made by the Administrative Agent or any Secured Party may be
rescinded by the Administrative Agent or such Secured Party and any of the
Borrower Obligations or Guarantor Hedge Agreement Obligations continued, and the
Borrower Obligations or Guarantor Hedge Agreement Obligations, or the liability
of any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with

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<PAGE>

respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Secured Party (with such consent of
the Borrower as shall be required under the Loan Documents), and the Specified
Hedge Agreements, the Credit Agreement and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative
Agent (or the Required Lenders or all Lenders, as the case may be) may (with the
consent of the Borrower and the Guarantor as shall be required thereunder) deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Administrative Agent or any Secured Party for the
payment of the Borrower Obligations or Guarantor Hedge Agreement Obligations may
be sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Secured Party shall, except to the extent set forth in, and for
the benefit of the parties to, the agreements and instruments governing such
Lien or guarantee, have any obligation to protect, secure, perfect or insure any
Lien at any time held by it as security for the Borrower Obligations or
Guarantor Hedge Agreement Obligations or for the guarantees contained in this
Section 2 or any property subject thereto.

     2.5 Guarantee Absolute and Unconditional. (a) The Borrower and each
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Borrower Obligations (other than any notice with respect
to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor
is a primary obligor and to which it is entitled pursuant to the applicable
Specified Hedge Agreement) and notice of or proof of reliance by the
Administrative Agent or any Secured Party upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; the
Borrower Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 2; and all dealings
between the Borrower and any of the Guarantors, on the one hand, and the
Administrative Agent and the Secured Parties, on the other hand, likewise shall
be conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 2. The Borrower and each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower or any of the Guarantors with respect to the
Borrower Obligations other than any diligence, presentment, protest, demand or
notice with respect to any Guarantor Hedge Agreement Obligation with respect to
which such Guarantor is a primary obligor and to which it is entitled pursuant
to the applicable Specified Hedge Agreement). The Borrower and each Guarantor
understands and agrees that the guarantee of the Borrower and such Guarantor
contained in this Section 2 shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity or
enforceability of the Credit Agreement or any other Loan Document, any of the
Borrower Obligations or any collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Secured Party, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against
the Administrative Agent or any Secured Party, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or such
Guarantor) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Borrower for the Borrower Obligations, or of such
Guarantor under the guarantee of such Guarantor contained in this Section 2, in
bankruptcy or in any other instance. When making any demand hereunder or

                                       11

<PAGE>

otherwise pursuing its rights and remedies hereunder against the Borrower or any
Guarantor, the Administrative Agent or any Secured Party may, but shall be under
no obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Borrower, any other Guarantor or any other
Person or against any collateral security or guarantee for the Borrower
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Secured Party to make any such demand, to pursue
such other rights or remedies or to collect any payments from the Borrower, any
other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of
the Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve the Borrower or any
Guarantor of any obligation or liability under this Section 2, and shall not
impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of the Administrative Agent or any Secured Party against the
Borrower or any Guarantor. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

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

                                       12

<PAGE>

payments from any Guarantor or any other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of any Guarantor or any other Person or any such collateral security,
guarantee or right of offset, shall not relieve the Borrower of any obligation
or liability under this Section 2, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the
Administrative Agent or any Secured Party against the Borrower under this
Section 2. For the purposes hereof "demand" shall include the commencement and
continuance of any legal proceedings.

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

     2.7 Payments. The Borrower and each Guarantor hereby guarantees that
payments by them hereunder will be paid to the Administrative Agent without
set-off or counterclaim (i) in the case of obligations in respect of Borrower
Obligations arising under the Credit Agreement or any other Loan Document in
Dollars at the Payment Office specified in the Credit Agreement and (ii) in the
case of obligations in respect of any Borrower Hedge Agreement Obligations or
any Guarantor Hedge Agreement Obligations, in the currency and at the place
specified in the applicable Specified Hedge Agreement.

                     SECTION 3. GRANT OF SECURITY INTEREST

     3.1 Grant of Security Interest. Each Grantor hereby assigns and transfers
to the Administrative Agent, and hereby grants to the Administrative Agent, for
the ratable benefit of the Secured Parties, a security interest in, all of the
following property now owned or at any time hereafter acquired by such Grantor
or in which such Grantor now has or at any time in the future may acquire any
right, title or interest (collectively, the "Collateral"), as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of such Grantor's
Obligations:

         (a) all Accounts;

         (b) all Chattel Paper;

         (c) all Contracts;

         (d) all Deposit Accounts;

         (e) all Documents;

         (f) all Equipment;

         (g) all General Intangibles;

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<PAGE>

         (h) all Instruments;

         (i) all Intellectual Property;

         (j) all Inventory;

         (k) all Investment Property;

         (l) all Vehicles;

         (m) all Letter-of-Credit Rights;

         (n) all Commercial Tort Claims to the extent they have been notified to
the Administrative Agent pursuant to Section 5.13;

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

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

         (q) to the extent not otherwise included, all Proceeds and products of
any and all of the foregoing, all Supporting Obligations in respect of any of
the foregoing and all collateral security and guarantees given by any Person
with respect to any of the foregoing;

provided, that the Collateral shall not include any Excluded Assets.

     3.2 Transfer of Collateral. All Instruments, Certificated Securities and
Chattel Paper representing or evidencing the Collateral, including the Pledged
Stock, shall be delivered to and held pursuant hereto by the Administrative
Agent or a Person designated by the Administrative Agent and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, and accompanied by any required
transfer tax stamps to effect a security interest in the Collateral in favor of
the Administrative Agent. Notwithstanding the preceding sentence, at the
Administrative Agent's discretion, all Pledged Stock must be delivered or
transferred in such manner as to permit the Administrative Agent to be a
"protected purchaser" to the extent of its security interest as provided in
Section 8-303 of the New York UCC (if the Administrative Agent otherwise
qualifies as a protected purchaser).

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

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

     4.1 Representations in Credit Agreement. In the case of each Guarantor, the
representations and warranties set forth in Section 3 of the Credit Agreement as
they relate to such Guarantor or to the Loan Documents to which such Guarantor
is a party, each of which is hereby incorporated herein by reference, are true
and correct, and the Administrative Agent and each Lender shall be entitled to
rely on each of them as if they were fully set forth herein,

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<PAGE>

provided that each reference in each such representation and warranty to the
Borrower's knowledge shall, for the purposes of this Section 4.1, be deemed to
be a reference to such Guarantor's knowledge.

     4.2 Title; No Other Liens. Except for the security interest granted to the
Administrative Agent for the ratable benefit of the Secured Parties pursuant to
this Guaranty and the other Liens permitted to exist on the Collateral by
Section 6.2 of the Credit Agreement, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as have
been filed in favor of, or assigned to, the Administrative Agent, for the
ratable benefit of the Secured Parties, pursuant to this Guaranty or as are
permitted by Section 6.2 of the Credit Agreement.

     4.3 Perfected First Priority Liens. The security interests granted pursuant
to this Guaranty (a) (i) upon completion of the filings and other actions
specified on Schedule 3 (which, in the case of all filings and other documents
referred to on said Schedule, have been delivered to the Administrative Agent in
completed and duly executed form) and (ii) with respect to Vehicles, upon
completion of such actions as may be requested by the Administrative Agent
pursuant to Section 5.5, will constitute valid perfected security interests in
all of the Collateral in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, as collateral security for such Grantor's
Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase any Collateral
from such Grantor and (b) are prior to all other Liens on the Collateral in
existence on the date hereof except as permitted by Section 6.2 of the Credit
Agreement.

     4.4 Jurisdiction of Organization; Chief Executive Office. On the date
hereof, such Grantor's jurisdiction of organization, identification number from
the jurisdiction of organization (if any), and the location of such Grantor's
chief executive office or sole place of business or principal residence, as the
case may be, are specified on Schedule 4. Such Grantor has furnished to the
Administrative Agent a certified charter, certificate of incorporation or other
organization document and long-form good standing certificate as of a date which
is recent to the date hereof.

     4.5 Inventory and Equipment. On the date hereof, substantially all of the
Inventory and the Equipment (other than mobile goods) are kept on the properties
covered by Mortgages or as listed on Schedule 5.

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

     4.7 Investment Property. (a) The shares of Pledged Stock pledged by such
Grantor hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Issuer owned by such Grantor.

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

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<PAGE>

         (c) Such Grantor is the record and beneficial owner of, and has good
and marketable title to, the Pledged Stock, free of any and all Liens or options
in favor of, or claims of, any other Person, except the security interest
created by this Guaranty.

    4.8  Receivables. (a) No amount payable to such Grantor under or in
connection with any Receivable is evidenced by any Instrument or Chattel Paper
which has not been delivered to the Administrative Agent to the extent required
by Section 5.2.

         (b) None of the obligors on any Receivable is a Governmental Authority,
except for Receivables constituting not more than 5% of the face amount of all
Receivables.

         (c) The amounts represented by such Grantor to the Secured Parties from
time to time as owing to such Grantor in respect of the Receivables will at such
times be accurate.

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

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

         (c) Except as set forth in Schedule 6, on the date hereof, none of the
Intellectual Property is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor.

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

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

    4.10 Benefit to the Guarantor. The Borrower is a member of an affiliated
group of companies that includes each Guarantor and the Borrower and the other
Guarantors are engaged in related businesses. Each Guarantor is a Subsidiary of
the Borrower and its guaranty and surety obligations pursuant to this Guaranty
reasonably may be expected to benefit it, directly or indirectly; and it has
determined that this Guaranty is necessary and convenient to the conduct,
promotion and attainment of the business of such Guarantor and the Borrower.

                                       16

<PAGE>

                              SECTION 5. COVENANTS

         Each Grantor covenants and agrees with the Administrative Agent and the
Secured Parties that, from and after the date of this Guaranty until the
Obligations shall have been paid in full and the Commitments shall have
terminated:

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

     5.2 Delivery of Instruments and Chattel Paper. If any amount payable under
or in connection with any of the Collateral shall be or become evidenced by any
Instrument, Certificated Security or Chattel Paper, such Instrument,
Certificated Security or Chattel Paper shall be immediately delivered to the
Administrative Agent, duly indorsed in a manner satisfactory to the
Administrative Agent, to be held as Collateral pursuant to this Guaranty;
provided, that the Grantors shall not be obligated to deliver to the
Administrative Agent any Instruments or Chattel Paper held by any Grantor at any
time to the extent that the aggregate face amount of all such Instruments and
Chattel Paper held by all Grantors at such time does not exceed $100,000.

     5.3 Maintenance of Insurance. (a) Such Grantor will maintain (i) all
insurance policies sufficient for the compliance by it with all material
Governmental Requirements and all material agreements and (ii) insurance
coverage in at least amounts and against such risks (including, without
limitation, public liability) that are usually insured against by companies
similarly situated and engaged in the same or a similar business for the assets
and operations of such Grantor.

         (b) Such Grantor will name the Administrative Agent, for the ratable
benefit of the Lenders, as an additional insured in respect of the insurance
policies referred to in Section 5.3(a). Such insurance policies shall not be (i)
canceled or (ii) amended or changed in any respect which is materially adverse
to the interests of the Lenders, in either event without at least 30 days'
written notice to the Administrative Agent. So long as no Default or Event of
Default exists and is continuing (as such terms are defined in the Credit
Agreement), proceeds of any such insurance policies shall be applied, subject to
Section 2.7(b) of the Credit Agreement, first to the restoration, repair,
replacement or plugging and abandonment (and any reasonable costs and expenses
related to any thereof) of the Properties to the extent such actions would be
reasonably prudent and the remainder, if any, shall be applied to the
Obligations (as such term is defined in the Credit Agreement) to prepay the
Obligations in the manner set forth in Section 2.7(b) to the Credit Agreement.

         (c) Such Grantor will renew or replace all insurance policies referred
to in Section 5.3(a) on terms no less favorable to the Administrative Agent for
the ratable benefit of the Lenders during the term of this Guaranty. Any
substitute underwriter shall be financially sound as such Grantor's existing
underwriters.

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<PAGE>

     5.4 Payment of Obligations. Such Grantor will pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all of its material obligations of whatever nature, except where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of such Grantor or its Subsidiary, as the case may be.

     5.5 Maintenance of Perfected Security Interest; Further Documentation. (a)
Such Grantor shall maintain the security interest created by this Guaranty as a
perfected security interest having at least the priority described in Section
4.3 and shall defend such security interest against the claims and demands of
all Persons whomsoever; provided, in the case of Vehicles, such Grantor shall
not be required to perfect such security interest until and unless requested by
the Administrative Agent.

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

         (c) At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Guaranty and of the rights and powers herein granted,
including, without limitation, (i) the filing of any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby, (ii)
in the case of Investment Property, Deposit Accounts and Letter-of-Credit
Rights, taking any actions necessary to enable the Administrative Agent to
obtain "control" (within the meaning of the applicable Uniform Commercial Code)
with respect thereto and (iii) in the case of Vehicles, noting the
Administration Agent as the first lienholder on the certificates of title
applicable to such Vehicle issued in accordance with the certificate-of-title
act or statute of the jurisdiction applicable to such Vehicle.

     5.6 Changes in Name, etc. Such Grantor will not, except upon 15 days' prior
written notice to the Administrative Agent and delivery to the Administrative
Agent of all additional financing statements and other documents reasonably
requested by the Administrative Agent to maintain the validity, perfection and
priority of the security interests provided for herein:

             (i)  change its jurisdiction of organization or the location of its
chief executive office or sole place of business from that referred to in
Section 4.4; or

             (ii) change its name.

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

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<PAGE>

         (a) any Lien (other than security interests created hereby or Liens
permitted under Section 6.2 of the Credit Agreement) on any of the Collateral
which would adversely affect the ability of the Administrative Agent to exercise
any of its remedies hereunder; and

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

     5.8 Investment Property. (a) If such Grantor shall become entitled to
receive or shall receive any certificate (including, without limitation, any
certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Administrative
Agent and the Secured Parties, hold the same in trust for the Administrative
Agent and the Secured Parties and deliver the same forthwith to the
Administrative Agent in the exact form received, duly indorsed by such Grantor
to the Administrative Agent, if required, together with an undated stock power
covering such certificate duly executed in blank by such Grantor and with, if
the Administrative Agent so requests, signature guaranteed, to be held by the
Administrative Agent, subject to the terms hereof, as additional collateral
security for the Obligations. Any sums paid upon or in respect of the Investment
Property upon the liquidation or dissolution of any Issuer shall be paid over to
the Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations, and in case any distribution of capital shall be
made on or in respect of the Investment Property, or any property shall be
distributed upon or with respect to the Investment Property pursuant to the
recapitalization or reclassification of the capital of any Issuer or pursuant to
the reorganization thereof, the property so distributed shall, unless otherwise
subject to a perfected security interest in favor of the Administrative Agent,
be delivered to the Administrative Agent to be held by it hereunder as
additional collateral security for the Obligations. If any sums of money or
property so paid or distributed in respect of the Investment Property shall be
received by such Grantor, such Grantor shall, until such money or property is
paid or delivered to the Administrative Agent, hold such money or property in
trust for the Secured Parties, segregated from other funds of such Grantor, as
additional collateral security for the Obligations. Notwithstanding the
foregoing, the Grantors shall not be required to pay over to the Administrative
Agent or deliver to the Administrative Agent as Collateral any proceeds of any
liquidation or dissolution of any Issuer, or any distribution of capital or
property in respect of any Investment Property, to the extent that (i) such
liquidation, dissolution or distribution, if treated as a Disposition of the
relevant Issuer, would be permitted by Section 6.4 of the Credit Agreement and
(ii) the proceeds thereof are applied toward prepayment of Loans and reduction
of Commitments to the extent required by Section 2.7 of the Credit Agreement.

     (b) Without the prior written consent of the Administrative Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any stock or other equity securities of any nature or to issue
any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of any Issuer,
unless such securities are delivered to the Administrative Agent, concurrently
with the issuance thereof, to be held by the Administrative Agent as Collateral,
(ii) sell, assign,

                                       19

<PAGE>

transfer, exchange, or otherwise dispose of, or grant any option with respect
to, the Investment Property or Proceeds thereof (except pursuant to a
transaction expressly permitted by the Credit Agreement), (iii) create, incur or
permit to exist any Lien or option in favor of, or any claim of any Person with
respect to, any of the Investment Property or Proceeds thereof, or any interest
therein, except for the security interests created by this Guaranty or (iv)
enter into any agreement or undertaking restricting the right or ability of such
Grantor or the Administrative Agent to sell, assign or transfer any of the
Pledged Stock or Proceeds thereof.

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

         (d) The Pledged Stock will at all times constitute not less than 100%
of the Capital Stock of the Issuer thereof owned by any Grantor. Such Grantor
will not permit any Issuer of any of the Pledged Stock to issue any new shares
of any class of Capital Stock of such Issuer without the prior written consent
of the Administrative Agent.

         (e) Each Issuer that is a partnership or a limited liability company
(i) confirms that none of the terms of any equity interest issued by it provides
that such equity interest is a "security" within the meaning of Sections 8-102
and 8-103 of the New York UCC (a "Security"), (ii) agrees that it will take no
action to cause or permit any such equity interest to become a Security, (iii)
agrees that it will not issue any certificate representing any such equity
interest and (iv) agrees that if, notwithstanding the foregoing, any such equity
interest shall be or become a Security, such Issuer will (and the Grantor that
holds such equity interest hereby instructs such Issuer to) comply with
instructions originated by the Administrative Agent without further consent by
such Grantor.

    5.9  Receivables. (a) Other than in the ordinary course of business
consistent with its past practice, such Grantor will not sale or discount
overdue Receivables except in connection with the compromise or collection
thereof.

         (b) Such Grantor will deliver to the Administrative Agent a copy of
each material demand, notice or document received by it that questions or calls
into doubt the validity or enforceability of more than 10% of the aggregate
amount of the then outstanding Receivables.

    5.10 Intellectual Property. (a) Such Grantor (either itself or through
licensees) will (i) continue to use each material Trademark on each and every
trademark class of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain such Trademark
in full force free from any claim of abandonment for non-use, (ii) maintain as
in the past the quality of products and services offered under such Trademark,
(iii) use such Trademark with the appropriate notice of registration and all
other notices and legends required by applicable Requirements of Law, (iv) not
adopt or use any mark which is confusingly similar or a colorable imitation of
such Trademark unless the Administrative Agent, for the ratable benefit of the
Secured Parties, shall obtain a perfected security interest in such

                                       20

<PAGE>

mark pursuant to this Guaranty, and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark may become invalidated or impaired in any way.

     (b) Such Grantor (either itself or through licensees) will not do any act,
or omit to do any act, whereby any material Patent may become forfeited,
abandoned or dedicated to the public.

     (c) Such Grantor (either itself or through licensees) (i) will employ each
material Copyright and (ii) will not (and will not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby any
material portion of the Copyrights may become invalidated or otherwise impaired.
Such Grantor will not (either itself or through licensees) do any act whereby
any material portion of the Copyrights may fall into the public domain.

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

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

     (f) Whenever such Grantor, either by itself or through any agent, employee,
licensee or designee, shall file an application for the registration of any
Intellectual Property with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Administrative Agent within five Business Days after the last day
of the fiscal quarter in which such filing occurs. Upon request of the
Administrative Agent, such Grantor shall execute and deliver, and have recorded,
any and all agreements, instruments, documents, and papers as the Administrative
Agent may request to evidence the Administrative Agent and the Secured Parties'
security interest in any Copyright, Patent or Trademark and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby.

     (g) Such Grantor will take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, to maintain
and pursue each application relating to any material Intellectual Property (and
to obtain the relevant registration) and to maintain each registration of the
material Intellectual Property, including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of incontestability.

                                       21

<PAGE>

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

    5.11 Commercial Tort Claims. If any Grantor shall at any time commence a
suit, action or proceeding with respect to any Commercial Tort Claim held by it
with a value which such Grantor reasonably believes to be of $100,000 more, such
Grantor shall promptly notify the Administrative Agent thereof in a writing
signed by such Grantor and describing the details thereof and shall grant to the
Administrative Agent for the benefit of the Secured Parties in such writing a
security interest therein and in the proceeds thereof, all upon the terms of
this Guaranty, with such writing to be in form and substance reasonably
satisfactory to the Administrative Agent.

                         SECTION 6. REMEDIAL PROVISIONS

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

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

    6.2  Communications with Obligors; Grantors Remain Liable. (a) The
Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during

                                       22

<PAGE>

the continuance of an Event of Default communicate with obligors under the
Receivables to verify with them to the Administrative Agent's satisfaction the
existence, amount and terms of any Receivables.

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

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

     6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and
be continuing and the Administrative Agent shall have given notice to the
relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all dividends paid, whether in cash or in kind, or other
distributions of property in respect of the Pledged Stock, in each case paid in
the normal course of business of the relevant Issuer and consistent with past
practice, to the extent permitted in the Credit Agreement, and to exercise all
voting and corporate rights with respect to the Pledged Stock; provided,
however, that no vote shall be cast or corporate right exercised or other action
taken which, in the Administrative Agent's reasonable judgment, would impair the
Collateral or which would be inconsistent with or result in any violation of any
provision of the Credit Agreement, this Guaranty or any other Loan Document.

         (b) If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the relevant Grantor or Grantors, (i) the Administrative Agent shall have the
right to receive any and all cash or in-kind dividends, distributions of
property, payments or other Proceeds paid in respect of the Pledged Stock and
make application thereof to the Obligations in the order set forth in Section
6.5, and (ii) any or all of the Pledged Stock shall be registered in the name of
the Administrative Agent or its nominee, and the Administrative Agent or its
nominee may thereafter exercise (x) all voting, corporate and other rights
pertaining to such Pledged Stock at any meeting of shareholders, partners or
other owners of the relevant Issuer or Issuers or otherwise and (y) any and all
rights of conversion, exchange and subscription and any other rights, privileges
or options pertaining to such Pledged Stock as if it were the absolute owner
thereof (including, without

                                       23

<PAGE>

limitation, the right to exchange at its discretion any and all of the Pledged
Stock upon the merger, consolidation, reorganization, recapitalization or other
fundamental change in the structure of any Issuer, or upon the exercise by any
Grantor or the Administrative Agent of any right, privilege or option pertaining
to such Pledged Stock, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it, but the Administrative
Agent shall have no duty to any Grantor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing.

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

         (d) After the occurrence and during the continuation of an Event of
Default, if the Issuer of any Pledged Stock is the subject of bankruptcy,
insolvency, receivership, custodianship or other proceedings under the
supervision of any Governmental Authority, then all rights of the Grantor in
respect thereof to exercise the voting and other consensual rights which such
Grantor would otherwise be entitled to exercise with respect to the Pledged
Stock issued by such Issuer shall cease, and all such rights shall thereupon
become vested in the Administrative Agent who shall thereupon have the sole
right to exercise such voting and other consensual rights, but the
Administrative Agent shall have no duty to exercise any such voting or other
consensual rights and shall not be responsible for any failure to do so or delay
in so doing.

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

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

                                       24

<PAGE>

in accordance with the Credit Agreement. Any balance of such Proceeds remaining
after the Obligations shall have been paid in full and the Commitments shall
have terminated shall be paid over to the Borrower or to whomsoever may be
lawfully entitled to receive the same.

     6.6 Code and Other Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Secured Parties, may
exercise, in addition to all other rights and remedies granted to them in this
Guaranty and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the New York UCC or any other applicable law. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver the Collateral or any part thereof (or contract to do any
of the foregoing), in one or more parcels at public or private sale or sales, at
any exchange, broker's board or office of the Administrative Agent or any
Secured Party or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Administrative Agent
or any Secured Party shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption in any Grantor, which right or equity is hereby waived and
released. Each Grantor further agrees, at the Administrative Agent's request, to
assemble the Collateral and make it available to the Administrative Agent at
places which the Administrative Agent shall reasonably select, whether at such
Grantor's premises or elsewhere. The Administrative Agent shall apply the net
proceeds of any action taken by it pursuant to this Section 6.6 with respect to
any Grantor's Collateral, after deducting all reasonable costs and expenses of
every kind incurred in connection therewith or incidental to the care or
safekeeping of any of the Collateral of such Grantor or in any way relating to
the Collateral of such Grantor or the rights of the Administrative Agent and the
Secured Parties hereunder with respect thereto, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in whole or in part
of the Obligations of such Grantor, in the order specified in Section 6.5, and
only after such application and after the payment by the Administrative Agent of
any other amount required by any provision of law, including, without
limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative
Agent account for the surplus, if any, to any Grantor. To the extent permitted
by applicable law, each Grantor waives all claims, damages and demands it may
acquire against the Administrative Agent or any Secured Party arising out of the
exercise by them of any rights hereunder. If any notice of a proposed sale or
other disposition of Collateral shall be required by law, such notice shall be
deemed reasonable and proper if given at least 10 days before such sale or other
disposition.

     In the event that the Administrative Agent elects not to sell the
Collateral, the Administrative Agent retains its rights to dispose of or utilize
the Collateral or any part or parts thereof in any manner authorized or
permitted by law or in equity, and to apply the proceeds of the same towards
payment of the Obligations. Each and every method of disposition of the

                                       25

<PAGE>

Collateral described in this Guaranty shall constitute disposition in a
commercially reasonable manner.

     The Administrative Agent may appoint any Person as agent to perform any act
or acts necessary or incident to any sale or transfer of the Collateral.

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

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

     6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the
Proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
the Administrative Agent or any Secured Party to collect such deficiency.

     6.9 Non-Judicial Enforcement. The Administrative Agent may enforce its
rights hereunder without prior judicial process or judicial hearing, and to the
extent permitted by law, each Grantor expressly waives any and all legal rights
which might otherwise require the Administrative Agent to enforce its rights by
judicial process.

                      SECTION 7. THE ADMINISTRATIVE AGENT

     7.1 Administrative Agent's Appointment as Attorney-in-Fact, etc. (a) Each
Grantor hereby irrevocably constitutes and appoints the Administrative Agent and
any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of such Grantor and in the name of such

                                       26

<PAGE>

Grantor or in its own name, for the purpose of carrying out the terms of this
Guaranty, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of this Guaranty, and, without limiting the generality of the
foregoing, each Grantor hereby gives the Administrative Agent the power and
right, on behalf of such Grantor, without notice to or assent by such Grantor,
to do any or all of the following:

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

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

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

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

             (v)   (1) direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due thereunder
directly to the Administrative Agent or as the Administrative Agent shall
direct; (2) ask or demand for, collect, and receive payment of and receipt for,
any and all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (3) sign and indorse any invoices,
freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and other documents in
connection with any of the Collateral; (4) commence and prosecute any suits,
actions or proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral or any portion thereof and to enforce any
other right in respect of any Collateral; (5) defend any suit, action or
proceeding brought against such Grantor with respect to any Collateral; (6)
settle, compromise or adjust any such suit, action or proceeding and, in
connection therewith, give such discharges or releases as the Administrative
Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along
with the goodwill of the business to which any such Copyright, Patent or
Trademark pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Administrative Agent shall in its sole
discretion determine; and (8) generally, sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Administrative Agent were the absolute owner
thereof for all purposes, and do, at the Administrative Agent's option and such
Grantor's expense, at any time,

                                       27

<PAGE>

or from time to time, all acts and things which the Administrative Agent deems
necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent and the Secured Parties' security interests therein and to
effect the intent of this Guaranty, all as fully and effectively as such Grantor
might do; and

             (vi) license or sublicense whether on an exclusive or non-exclusive
basis, any Intellectual Property for such term and on such conditions and in
such manner as the Administrative Agent shall in its sole judgment determine
and, in connection therewith, such Grantor hereby grants to the Administrative
Agent for the benefit of the Secured Parties a royalty-free, world-wide
irrevocable license of its Intellectual Property.

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

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

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

         (d) Each Grantor hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Guaranty are coupled with an interest and are irrevocable
until this Guaranty is terminated and the security interests created hereby are
released.

     7.2 Duty of Administrative Agent. The Administrative Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise, shall
be to deal with it in the same manner as the Administrative Agent deals with
similar property for its own account. Neither the Administrative Agent nor any
Secured Party nor any of their respective officers, directors, employees or
agents shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the Administrative Agent
and the Secured Parties hereunder are solely to protect the Administrative Agent
and the Secured Parties' interests in the Collateral and shall not impose any
duty upon the Administrative Agent or any Secured Party to exercise any such
powers. The Administrative Agent and the Secured Parties shall be accountable
only for amounts that they actually receive as a result of the exercise of such
powers, and neither they nor any of their officers, directors, employees or
agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct.

                                       28

<PAGE>

     7.3 Execution of Financing Statements. Pursuant to any applicable law, each
Grantor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Grantor in such form and in such
offices as the Administrative Agent deems appropriate to perfect the security
interests of the Administrative Agent under this Guaranty. Each Grantor
authorizes the Administrative Agent to use the collateral description "all
personal property" or "all assets" in any such financing statements. Each
Grantor hereby ratifies and authorizes the filing by the Administrative Agent of
any financing statement with respect to the Collateral made prior to the date
hereof.

     7.4 Authority of Administrative Agent. Each Grantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Guaranty with
respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Guaranty shall, as between the Administrative Agent and the other
Secured Parties, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and the Grantors, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Secured Parties
with full and valid authority so to act or refrain from acting, and no Grantor
shall be under any obligation, or entitlement, to make any inquiry respecting
such authority. Notwithstanding any other provision herein or in any Loan
Document, the only duty or responsibility of the Administrative Agent to any
Qualified Counterparty under this Guaranty is the duty to remit to such
Qualified Counterparty any amounts to which it is entitled pursuant to Section
6.5.

                            SECTION 8. MISCELLANEOUS

     8.1 Amendments in Writing. None of the terms or provisions of this Guaranty
may be waived, amended, supplemented or otherwise modified except in accordance
with Section 9.1 of the Credit Agreement, provided that any provision of this
Guaranty imposing obligations on any Grantor may be waived by the Administrative
Agent in a written instrument executed by the Administrative Agent in accordance
with Section 9.1 of the Credit Agreement. No consent of any Qualified
Counterparty shall be required for any waiver, amendment, supplement or other
modification to this Guaranty.

     8.2 Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 9.2 of the Credit Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.

     8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Administrative Agent nor any other Secured Party shall by any act (except by a
written instrument pursuant to Section 8.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any other
Secured Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A

                                       29

<PAGE>

waiver by the Administrative Agent or any other Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Secured Party would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.

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

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

         (c) Each Guarantor agrees to pay, and to save the Administrative Agent
and the Secured Parties harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Guaranty to the
extent the Borrower would be required to do so pursuant to Section 9.5 of the
Credit Agreement.

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

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

     8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative
Agent and each other Secured Party at any time and from time to time while an
Event of Default shall have occurred and be continuing, without notice to such
Grantor or any other Grantor, any such notice being expressly waived by each
Grantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Secured Party to or for the credit or
the account of such Grantor, or any part thereof in such amounts as the
Administrative Agent or such Secured Party may elect, against and on account of
the obligations and liabilities of such Grantor to the Administrative Agent or
such Secured Party hereunder and claims of every nature and description of the
Administrative Agent or such Secured Party against such Grantor, in any
currency, whether arising hereunder, under the Credit

                                       30

<PAGE>

Agreement, any other Loan Document or otherwise, as the Administrative Agent or
such Secured Party may elect, whether or not the Administrative Agent or any
other Secured Party has made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. The
Administrative Agent and each other Secured Party shall notify such Grantor
promptly of any such set-off and the application made by the Administrative
Agent or such Secured Party of the proceeds thereof, provided that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of the Administrative Agent and each other Secured Party
under this Section 8.6 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Administrative Agent or
such Secured Party may have.

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

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

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

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

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

    8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably
and unconditionally:

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

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

                                       31

<PAGE>

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

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

         (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section 8.12 any special, exemplary, punitive or consequential damages.

    8.13 Acknowledgements. (a) Each Grantor hereby acknowledges that:

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

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

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

    8.14 Additional Grantors. Each Subsidiary of the Borrower that is required
to become a party to this Guaranty pursuant to Section 5.9 of the Credit
Agreement shall become a Grantor for all purposes of this Guaranty upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.

    8.15 Releases. (a) At such time as the Loans, the Borrower Bank Product
Obligations, Guarantor Bank Product Obligations and the other Obligations (other
than Borrower Hedge Agreement Obligations and Guarantor Hedge Agreement
Obligations) shall have been paid in full or otherwise cash collateralized and
the Commitments have been terminated, the Collateral shall be released from the
Liens created hereby, and this Guaranty and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and
each Grantor hereunder shall terminate, all without delivery of any instrument
or performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors. At the request and sole expense of any Grantor following
any such termination, the Administrative Agent shall deliver to such Grantor any
Collateral held by the Administrative Agent hereunder, and execute and deliver
to such Grantor such documents as such Grantor shall reasonably request to
evidence such termination.

         (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Credit Agreement,
then the Administrative Agent, at the request and sole expense of such Grantor,
shall execute and deliver to such Grantor

                                       32

<PAGE>

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

         (c) No consent of any Qualified Counterparty shall be required for any
release of Collateral or Guarantors pursuant to this Section 8.15.

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

                  [Remainder of Page Intentionally Left Blank]

                                       33

<PAGE>

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

                                         GRANTORS:

                                         MISSION RESOURCES CORPORATION, a
                                         Delaware corporation


                                         By: /s/ Richard W. Piacenti
                                             -----------------------------------
                                             Richard W. Piacenti
                                             Senior Vice President and Chief
                                             Financial Officer



                                         BLACK HAWK OIL COMPANY, a Delaware
                                         corporation

                                         By: /s/ Richard W. Piacenti
                                             -----------------------------------
                                             Richard W. Piacenti
                                             Senior Vice President and Chief
                                             Financial Officer



                                         MISSION E&P LIMITED PARTNERSHIP, a
                                         Texas limited partnership

                                         By: Black Hawk Oil Company, its general
                                             partner


                                             By: /s/ Richard W. Piacenti
                                                 -------------------------------
                                                     Richard W. Piacenti
                                                     Senior Vice President and
                                                     Chief Financial Officer

<PAGE>

                                        MISSION HOLDINGS LLC, a Delaware limited
                                        liability company

                                        By: Mission Resources Corporation, its
                                            sole member


                                            By: /s/ Richard W. Piacenti
                                                --------------------------------
                                                    Richard W. Piacenti
                                                    Senior Vice President and
                                                    Chief Financial Officer

                                        PAN AMERICAN ENERGY FINANCE CORP., a
                                        Delaware corporation


                                        By: /s/ Richard W. Piacenti
                                            ------------------------------------
                                            Richard W. Piacenti
                                            Senior Vice President and Chief
                                            Financial Officer

<PAGE>

                                                                      Schedule 1

                         NOTICE ADDRESSES OF GUARANTORS

For all Guarantors:

c/o Mission Resources Corporation
1331 Lamar, Suite 1455
Houston, Texas 77010
fax. 713-652-2916
Attention: Robert L. Cavnar

with a copy to:

Porter & Hedges, L.L.P.
700 Louisiana, Suite 3500
Houston, Texas 77002
Attention: William W. Wiggins, Jr. and Robert G. Reedy
fax. 713-228-1331




<PAGE>

                                                                      Schedule 2

                          DESCRIPTION OF PLEDGED STOCK

<TABLE>
<CAPTION>
         Pledgor                   Issuer/Interests           Pledged Stock     Certificate   # of Shares        % of
                                                                                     No.                      ownership
                                                                                                               held by
                                                                                                               Pledgor
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                              <C>                <C>           <C>             <C>
Mission Resources           Black Hawk Oil Company           common stock                        1,000          100%
Corporation

Mission Resources           Pan American Energy Finance      common stock                        1,000          100%
Corporation                 Corp

Mission Resources           Mission Holdings LLC             limited liability       N/A         1,000          100%
Corporation                                                  company interests

Black Hawk Oil Company      Mission E&P Limited Partnership  general partner         N/A         N/A            1%
                                                             interests

Mission Holdings LLC        Mission E&P Limited Partnership  limited partnership     N/A         N/A            99%
                                                             interests
</TABLE>

<PAGE>

                                                                      Schedule 3

                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS

                         Uniform Commercial Code Filings

Mission Resources Corporation - Delaware Secretary of State
Black Hawk Oil Company - Delaware Secretary of State
Mission Holdings LLC - Delaware Secretary of State
Pan American Energy Finance Corporation - Delaware Secretary of State
Mission E&P Limited Partnership - Texas Secretary of State

                          Patent and Trademark Filings

                                      None

                      Actions with respect to Pledged Stock

Administrative Agent will take into its possession all stock certificates for
Pledged Stock, together with stock powers executed in blank.


<PAGE>

                                                                      Schedule 4

             JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER AND
                       LOCATION OF CHIEF EXECUTIVE OFFICE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                 Grantor      Jurisdiction of Charter Identification   Location of Chief
                                Organization         Number             Executive Office
--------------------------------------------------------------------------------------------
<S>                           <C>               <C>                  <C>
Mission Resources Corporation     Delaware          2383012          1331 Lamar, Suite 1455
                                                                     Houston, Texas 77010

--------------------------------------------------------------------------------------------
Black Hawk Oil Company            Delaware          0909890          1331 Lamar, Suite 1455
                                                                     Houston, Texas 77010

--------------------------------------------------------------------------------------------
Mission Holdings, LLC             Delaware          3458055          1331 Lamar, Suite 1455
                                                                     Houston, Texas 77010

--------------------------------------------------------------------------------------------
Pan American Energy Corp.         Delaware          3084310          1331 Lamar, Suite 1455
                                                                     Houston, Texas 77010

--------------------------------------------------------------------------------------------
Mission E&P Limited               Texas             800032940        1331 Lamar, Suite 1455
Partnership                                                          Houston, Texas 77010

--------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                      Schedule 5

                        ADDITIONAL LOCATIONS OF EQUIPMENT

Mission Resources Corporation
1331 Lamar, Suite 1455
Houston, Texas 77010


<PAGE>

                                                                      Schedule 6

                             INTELLECTUAL PROPERTY

     The Grantors have no registered copyrights, patents or trademarks. From
time to time the Grantors may enter into contracts with third parties that
allows such Grantor to use information or materials that are subject to
copyrights, trademarks or patents, and such copyrights, trademarks or patents of
the information or materials are held by parties other than the Grantors.

<PAGE>

                                     Annex I
                                       to
   Second Amended, Restated and Consolidated Guaranty and Collateral Agreement

     ASSUMPTION AGREEMENT, dated as of ________________, 200__, made by
______________________________, a ______________ ___________ (the "Additional
Grantor"), in favor of ___________________________, as administrative agent (in
such capacity, the "Administrative Agent") for the banks and other financial
institutions (the "Lenders") parties to the Credit Agreement referred to below.
All capitalized terms not defined herein shall have the meaning ascribed to them
in such Credit Agreement.

                              W I T N E S S E T H :

     WHEREAS, Mission Resources Corporation (the "Borrower"), the Lenders,
Farallon Energy Funding, L.L.C., as sole advisor, sole lead arranger and sole
bookrunner, Jefferies & Company, Inc., as the syndication agent and the
Administrative Agent have entered into that certain Amended and Restated Credit
Agreement, dated as of March 28, 2003 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement");

     WHEREAS, in connection with the Credit Agreement, the Borrower and certain
of its Affiliates (other than the Additional Grantor) have entered into the
Second Amended, Restated and Consolidated Guaranty and Collateral Agreement,
dated as of March 28, 2003 (as amended, supplemented or otherwise modified from
time to time, the "Guaranty and Collateral Agreement") in favor of the
Administrative Agent for the benefit of the Lenders;

     WHEREAS, the Credit Agreement requires the Additional Grantor to become a
party to the Guaranty and Collateral Agreement; and

     WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guaranty and Collateral
Agreement;

     NOW, THEREFORE, IT IS AGREED:

     1. Guaranty and Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the
Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in Schedules 1 through 6 to the Guaranty and
Collateral Agreement. The Additional Grantor hereby represents and warrants that
each of the representations and warranties contained in Section 4 of the
Guaranty and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.

<PAGE>

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

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

                                         ADDITIONAL GRANTOR


                                         By: ___________________________________
                                                Name:
                                                Title:



                                       2

<PAGE>

                                    Annex II
                                       to
   Second Amended, Restated and Consolidated Guaranty and Collateral Agreement

                           ACKNOWLEDGEMENT AND CONSENT

     The undersigned hereby acknowledges receipt of a copy of the Second
Amended, Restated and Consolidated Guaranty and Collateral Agreement dated as of
March 28, 2003 (the "Agreement"), made by the Grantors parties thereto for the
benefit of __________________________, as Administrative Agent. The undersigned
agrees for the benefit of the Administrative Agent and the Lenders as follows:

     1. The undersigned will be bound by the terms of the Agreement and will
comply with such terms insofar as such terms are applicable to the undersigned.

     2. The undersigned will notify the Administrative Agent promptly in writing
of the occurrence of any of the events described in Section 5.8(a) of the
Agreement.

     3. The terms of Sections 5.8, 6.3(a) and 6.7 of the Agreement shall apply
to it, mutatis mutandis, with respect to all actions that may be required of it,
or prohibited, pursuant to Section 5.8, 6.3(a) or 6.7 of the Agreement.

                                      NAME OF ISSUER


                                      By:___________________________
                                      Name:
                                      Title:

                                      Address for Notices:

                                      ______________________________
                                      ______________________________
                                      ______________________________

                                      Fax:__________________________