exv10w2



 



EXHIBIT 10.2


EXECUTION COPY










GUARANTEE AND COLLATERAL AGREEMENT



made by



UCI ACQUISITION HOLDINGS, INC.



UNITED COMPONENTS, INC.



and certain of its Subsidiaries



in favor of



LEHMAN COMMERCIAL PAPER INC.,



as Administrative Agent



Dated as of June 20, 2003













 






 











TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	SECTION 1. DEFINED TERMS	 	 	2	 
	 	 	
1.1
	 	Definitions
	 	 	2	 
	 	 	
1.2
	 	Other Definitional Provisions
	 	 	6	 
	SECTION 2. GUARANTEE	 	 	6	 
	 	 	
2.1
	 	Guarantee
	 	 	6	 
	 	 	
2.2
	 	Right of Contribution
	 	 	8	 
	 	 	
2.3
	 	Subrogation
	 	 	8	 
	 	 	
2.4
	 	Amendments, etc. with respect to the Borrower Obligations
	 	 	9	 
	 	 	
2.5
	 	Guarantee Absolute and Unconditional
	 	 	9	 
	 	 	
2.6
	 	Reinstatement
	 	 	11	 
	 	 	
2.7
	 	Payments
	 	 	11	 
	SECTION 3. GRANT OF SECURITY INTEREST	 	 	11	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES	 	 	12	 
	 	 	
4.1
	 	Representations in Credit Agreement; Holdings’ Representations
	 	 	12	 
	 	 	
4.2
	 	Jurisdiction of Organization; Chief Executive Office
	 	 	13	 
	 	 	
4.3
	 	Inventory and Equipment
	 	 	13	 
	 	 	
4.4
	 	Farm Products
	 	 	13	 
	 	 	
4.5
	 	Investment Property
	 	 	13	 
	 	 	
4.6
	 	Receivables
	 	 	13	 
	 	 	
4.7
	 	Intellectual Property
	 	 	13	 
	SECTION 5. [INTENTIONALLY OMITTED]	 	 	13	 
	SECTION 6. REMEDIAL PROVISIONS	 	 	13	 
	 	 	
6.1
	 	Certain Matters Relating to Receivables
	 	 	13	 
	 	 	
6.2
	 	Communications with Obligors; Grantors Remain Liable
	 	 	14	 
	 	 	
6.3
	 	Pledged Stock
	 	 	14	 
	 	 	
6.4
	 	Proceeds to be Turned Over To Administrative Agent
	 	 	15	 
	 	 	
6.5
	 	Application of Proceeds
	 	 	15	 
	 	 	
6.6
	 	Code and Other Remedies
	 	 	16	 
	 	 	
6.7
	 	Registration Rights
	 	 	17	 
	 	 	
6.8
	 	Deficiency
	 	 	17	 
	SECTION 7. THE ADMINISTRATIVE AGENT	 	 	17	 
	 	 	
7.1
	 	Administrative Agent’s Appointment as Attorney-in-Fact, etc
	 	 	17	 
	 	 	
7.2
	 	Duty of Administrative Agent
	 	 	19	 
	 	 	
7.3
	 	Execution of Financing Statements
	 	 	19	 
	 	 	
7.4
	 	Authority of Administrative Agent
	 	 	19	 
	SECTION 8. MISCELLANEOUS	 	 	20	 
	 	 	
8.1
	 	Amendments in Writing
	 	 	20	 



i






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	
8.2
	 	Notices
	 	 	20	 
	 	 	
8.3
	 	No Waiver by Course of Conduct; Cumulative Remedies
	 	 	20	 
	 	 	
8.4
	 	Successors and Assigns
	 	 	20	 
	 	 	
8.5
	 	Set-Off
	 	 	20	 
	 	 	
8.6
	 	Counterparts
	 	 	21	 
	 	 	
8.7
	 	Severability
	 	 	21	 
	 	 	
8.8
	 	Section Headings
	 	 	21	 
	 	 	
8.9
	 	Integration
	 	 	21	 
	 	 	
8.10
	 	GOVERNING LAW
	 	 	21	 
	 	 	
8.11
	 	Submission To Jurisdiction; Waivers
	 	 	21	 
	 	 	
8.12
	 	Acknowledgements
	 	 	22	 
	 	 	
8.13
	 	Additional Grantors
	 	 	22	 
	 	 	
8.14
	 	Releases
	 	 	22	 
	 	 	
8.15
	 	WAIVER OF JURY TRIAL
	 	 	23	 



ii






 




	 	 	 
	Schedules	 	 
	Schedule 1	 	
Notice Addresses of Guarantors
	Schedule 2	 	
Description of Pledged Securities
	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



iii




 










 



          GUARANTEE AND
COLLATERAL AGREEMENT, dated as of June 20, 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 LEHMAN COMMERCIAL PAPER
INC., as Administrative Agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions (the “Lenders”) from time to
time parties to the Credit Agreement, dated as of June 20, 2003 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among UNITED COMPONENTS, INC., 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”), LEHMAN BROTHERS INC. and J.P.
MORGAN SECURITIES INC., as joint advisors, joint lead arrangers and joint
bookrunners (in such capacity, the “Joint Lead Arrangers”), JPMORGAN CHASE
BANK, as syndication agent (in such capacity, the “Syndication Agent”), ABN
AMRO BANK, N.V., CREDIT LYONNAIS, NEW YORK BRANCH, FLEET NATIONAL BANK and
GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents, and the
Administrative Agent.



W I T N E S S E T H :



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



          WHEREAS, the Borrower is a member of an affiliated group of companies that
includes each other Grantor;



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



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



          WHEREAS, each Grantor will derive substantial direct and indirect benefit
from the extensions of credit under the Credit Agreement and from the Specified
Hedge Agreements; 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 Agreement 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:



 






 






2



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:



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



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

 






 





3




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 Credit Agreement Obligations, (ii) the Borrower Hedge Agreement
Obligations, but only to the extent that, and only so long as, the
Borrower Credit Agreement Obligations are secured and guaranteed pursuant
hereto, and (iii) all other obligations and liabilities of the 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 Agreement.



          “Collateral”: as defined in Section 3.



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



          “Copyrights”: (i) all copyrights arising under the laws of the
United States, 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.



          “Excluded Assets”: the collective reference to (i) any contract,
General Intangible, Copyright License, Patent License or Trademark
License (“Intangible Assets”), or any Equipment subject to a purchase
money security interest permitted pursuant to the terms of the Credit
Agreement (“PMSI Assets”) in each case to the extent the grant by the
relevant Grantor of a security interest pursuant to this Agreement in
such Grantor’s right, title and interest in such Intangible Asset or PMSI
Asset (A) is prohibited by legally enforceable provisions of any
contract, agreement, instrument or indenture governing such Intangible
Asset or PMSI 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, (ii)
Foreign Subsidiary Voting Stock excluded from the definition of “Pledged
Stock” set forth in this Section 1.1.



          “Foreign Subsidiary”: any Subsidiary organized under the laws of
any jurisdiction outside the United States of America.



 






 





4



          “Foreign Subsidiary Voting Stock”: the voting Capital Stock of any
Foreign Subsidiary.



          “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 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 (ii) all obligations and liabilities of such Guarantor which
may arise under or in connection with this Agreement (including, without
limitation, Section 2) or any other Loan Document to which such Guarantor
is a party, in each case whether on account of guarantee obligations,
reimbursement obligations, fees, indemnities, costs, expenses or
otherwise.



          “Guarantors”: the collective reference to each Grantor other than
the Borrower.



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



          “Intellectual Property”: the collective reference to all rights,
priorities and privileges relating to intellectual property, arising
under United States laws or the laws of any state or other political
subdivision thereof, 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.



          “Intercompany Note”: any promissory note evidencing loans made by
any Grantor to Holdings or any of its Subsidiaries.



          “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 (other than any



 






 





5




Foreign Subsidiary Voting Stock excluded
from the definition of “Pledged Stock” in this Section 1.1) and (ii)
whether or not constituting “investment property” as so defined, all
Pledged Notes and all Pledged Stock.


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



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



          “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.



          “Pledged Notes”: all promissory notes listed on Schedule 2, all
Intercompany Notes at any time issued to any Grantor and all other
promissory notes issued to or held by any Grantor in excess of $1,000,000
(other than promissory notes issued in connection with extensions of
trade credit by any Grantor in the ordinary course of business).



          “Pledged Securities”: the collective reference to the Pledged Notes
and the Pledged Stock.



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



          “Proceeds”: all “proceeds” as such term is defined in Section
9-102(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.



 






 





6




          “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 Lenders (including any Issuing Lender in its capacity as
Issuing Lender) 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 Guarantor and (ii) any Qualified Counterparty.



          “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
or any State thereof, or otherwise, and all common-law rights related
thereto, including, without limitation, any of the foregoing referred to
in Schedule 6, and (ii) the right to obtain all renewals thereof.



          “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.



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



          (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



 






 





7




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, endorsees, 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 this Section 2 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).



          (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 the Guarantor Hedge Agreement 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) Subject to Section 8.14 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, no Letter of Credit shall be outstanding and
the Commitments shall be terminated, notwithstanding that from time to time
during the term of the Credit Agreement the Borrower may be free from any
Borrower Obligations.



          (e) No payment (other than payment in full) 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 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



 






 





8




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, no Letter of Credit shall be
outstanding 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 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 Guarantor Hedge Agreement
Obligation of any other Guarantor, 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, no Letter of Credit shall be outstanding 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.



 






 





9




          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 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 the consent of such of the
Borrower and the Guarantor as shall be required thereunder), 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 such 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 (with the consent of such of the
Borrower and the Guarantor as shall be required thereunder) 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) 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, with respect
to the Loan Documents likewise shall be conclusively presumed to have been had
or consummated in reliance upon the guarantee contained in this Section 2.
Each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon 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). Each Guarantor understands and agrees that the guarantee of such
Guarantor contained in this Section 2 shall be construed as a continuing,
absolute and unconditional



 






 





10


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 (other than a defense of
payment or performance). When making any demand hereunder or otherwise
pursuing its rights and remedies hereunder against 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 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 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 Administrative
Agent 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



 






 





11


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 (other than a defense of
payment or performance). 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 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 guarantee contained in this Section 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Obligations 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 it 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



          Each Grantor 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:




 






 





12



	 	(a)	 	all Accounts;
	 
	 	(b)	 	all Chattel Paper;
	 
	 	(c)	 	all Contracts;
	 
	 	(d)	 	all Documents;
	 
	 	(e)	 	all Equipment;
	 
	 	(f)	 	all General Intangibles;
	 
	 	(g)	 	all Instruments;
	 
	 	(h)	 	all Intellectual Property;
	 
	 	(i)	 	all Inventory;
	 
	 	(j)	 	all Investment Property;
	 
	 	(k)	 	all Letter-of-Credit Rights;
	 
	 	(l)	 	all Commercial Tort Claims to the extent they
have been notified to the Administrative Agent pursuant to
Section 6.13(l) of the Credit Agreement;
	 
	 	(m)	 	all Goods and other property not otherwise
described above;
	 
	 	(n)	 	all books and records pertaining to the
Collateral; and
	 
	 	(o)	 	to the extent not otherwise included, all
Proceeds and products of any and all of the foregoing, 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.


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 4 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 on each date on which such representations are
made or deemed made pursuant to the terms of the Credit Agreement (except,




 









 



 13


to the extent that such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties are true and
correct as of such earlier date), and the Administrative Agent and each Lender
shall be entitled to rely on each of such representations and warranties as if
they were fully set forth herein, 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   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 are specified on Schedule 4.



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



          4.4   Farm Products. As of the date hereof, none of the Collateral
constitutes, or is the Proceeds of, Farm Products.



          4.5   Investment Property. The shares of Pledged Stock pledged by such
Grantor hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Issuer owned by such Grantor or, in the
case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding
Foreign Subsidiary Voting Stock of each relevant Issuer.



          4.6   Receivables. As of the date hereof, 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.



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



          (b)   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.



SECTION 5. [INTENTIONALLY OMITTED]



SECTION 6. REMEDIAL PROVISIONS



          6.1   Certain Matters Relating to Receivables. (a) If required by the
Administrative Agent at any time after the occurrence and during the
continuance of an Event of
Default under Section 8(a) of the Credit Agreement, 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,



 






 





 14


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.


          (b)   If an Event of Default has occurred and is continuing, at the
Administrative Agent’s request, each Grantor shall deliver to the
Administrative Agent all documents evidencing, and relating to, the agreements
and transactions which gave rise to the Receivables, including, without
limitation, all orders, invoices and shipping receipts, including, if
reasonably required by the Administrative Agent pursuant to its exercise of
rights under this Section 6, the originals of the same.



          6.2   Communications with Obligors; Grantors Remain Liable. (a) Upon the
request of the Administrative Agent at any time after the occurrence and during
the continuance of an Event of Default under Section 8(a) of the Credit
Agreement if the Administrative Agent shall have given the Borrower notice of
its intent to exercise remedies under this Section 6, 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.



          (b)   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
Agreement 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 cash dividends paid in respect of the Pledged Stock
and all payments made in respect of the Pledged Notes, in each case paid in the
normal course of business of the relevant Issuer and consistent with past
practice and to exercise all voting and corporate rights with respect to the
Pledged Securities.



          (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) unless otherwise expressly provided in
the Credit Agreement, the Administrative Agent shall have the right to receive
any and all cash dividends, payments or other Proceeds paid in respect of the
Pledged Securities and make application thereof to the Obligations in the order
set forth in Section 6.5, and (ii) any or all of the Pledged Securities shall
be registered in the



 






 




 15


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


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



          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
under Section 8(a) of the Credit Agreement shall occur and be continuing, upon
the request of the Administrative Agent if the Administrative Agent shall have
given notice of its intent to exercise remedies under this Section 6, 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. 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, and any
proceeds of the guarantee set forth in Section 2, in payment of the Obligations
in the following order:




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



 






 






 16



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




		
	 	     Third, to the Administrative Agent, for application by it towards
prepayment of the Obligations, pro rata among the Secured Parties
according to the amounts of the Obligations then held by the Secured
Parties; and




		
	 	     Fourth, any balance of such Proceeds remaining after the Obligations
shall have been paid in full, any outstanding Letters of Credit shall
have been cash-collateralized 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
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the New York UCC or any other applicable law. Without limiting the generality
of the foregoing, the Administrative Agent, without demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below or notices otherwise expressly
required by the Loan Documents) to or upon any Grantor or any other Person (all
and each of which demands, defenses, advertisements and notices are hereby
waived unless otherwise expressly required by the Loan Documents), 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 out-of-pocket costs
actually incurred 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,



 






 





 17


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 (except as otherwise expressly provided in the Loan
Documents) 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.


          6.7   Registration Rights. 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.



          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.



SECTION 7.  THE ADMINISTRATIVE AGENT



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




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



 






 






 18



		
	 	     (ii)   in the case of any Intellectual Property, execute and deliver,
and have recorded, any and all agreements, instruments, documents and
papers as the Administrative Agent may request to evidence the
Administrative Agent’s and the 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 Agreement and pay all or any part of the
premiums therefor and the costs thereof;




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




		
	 	     (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, or from time to time, all acts and things
which the Administrative Agent deems necessary to protect, preserve or
realize upon the Collateral and the Administrative Agent’s and the
Secured Parties’ security interests therein and to effect the intent of
this Agreement, 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.



 






 






 19


          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)   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 Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby
are released.



          7.2   Duty of Administrative Agent. The Administrative Agent’s sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the
Administrative Agent, any 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’s 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 or that of their officers, directors,
employees or agents.



          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 determines appropriate to perfect the
security interests of the Administrative Agent under this Agreement. Each
Grantor authorizes the Administrative Agent to use the collateral description
“all personal property” or “all assets” in any such financing statements.



          7.4   Authority of Administrative Agent. Each Grantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Administrative Agent and the
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



 






 





 20


Agreement 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
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.1 of the Credit Agreement. No consent of any
Qualified Counterparty shall be required for any waiver, amendment, supplement
or other modification to this Agreement.



          8.2   Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.2 of the Credit Agreement (except as otherwise
expressly provided herein); 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 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 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 waiver by the Administrative Agent
or any 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   Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Administrative Agent and the Secured Parties and their successors and assigns;
provided that no Grantor may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent except in connection with a transaction expressly
permitted by Section 7.4(a) or (b) of the Credit Agreement.



          8.5   Set-Off. Each Grantor hereby irrevocably authorizes the
Administrative Agent and each Secured Party at any time and from time to time
while an Event of Default pursuant to Section 8(a) of the Credit Agreement
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 the
extent permitted by applicable law, upon any amount becoming due and payable
by each Grantor (whether at the stated maturity, by acceleration or
otherwise after the expiration of any applicable grace period) to set-off and
appropriate and apply against such amount 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



 






 





 21


Agent or such Secured Party to or for the credit or
the account of such Grantor. The Administrative Agent and each 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.


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



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



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



          8.9   Integration. This Agreement and the other Loan Documents represent
the agreement of the Grantors, 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 Secured Party relative to subject matter hereof and thereof not
expressly set forth or referred to herein or in the other Loan Documents.



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



          8.11   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 Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;



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



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



 






 





 22


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



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



          8.12   Acknowledgements. Each Grantor hereby acknowledges that:



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



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



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



          8.13   Additional Grantors. Each Subsidiary of the Borrower that is
required to become a party to this Agreement pursuant to Section 6.10 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the
form of Annex 1 hereto (it being understood, for the avoidance of doubt, that
the other Grantors will not be required to execute such Assumption Agreement).



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



          (b)   If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Credit Agreement,
then the Administrative Agent, at the request and sole expense of such Grantor,
shall execute and deliver to such Grantor all
releases or other documents reasonably necessary or desirable for the
release of the Liens created hereby on such Collateral. At the request and
sole expense of the Borrower, a Subsidiary Guarantor shall be released from its
obligations hereunder in the event that all the Capital Stock of such
Subsidiary Guarantor shall be sold, transferred or otherwise disposed of, or
such Grantor



 






 





 23


shall otherwise cease to be a Subsidiary, in each case pursuant to
a transaction expressly permitted by the Credit Agreement.


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



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



 






 





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




	 	 	 	 	 
	 	 	UCI ACQUISITION HOLDINGS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	UNITED COMPONENTS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Chief Financial Officer, Treasurer and Secretary
	 	 	 	 	 
	 	 	CHAMPION LABORATORIES, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	NEAPCO INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	WELLS MANUFACTURING CORP.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary



UCI Guarantee and Collateral Agreement

 






 




	 	 	 	 	 
	 	 	 	 	 
	 	 	MID-SOUTH MFG., INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	PIONEER, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	AIRTEX PRODUCTS, LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	AIRTEX PRODUCTS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	PEE CEE MANUFACTURING CO. INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	CHEFFORD MASTER MANUFACTURING CO., INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary



UCI Guarantee and Collateral Agreement

 






 




	 	 	 	 	 
	 	 	 	 	 
	 	 	FUEL FILTER TECHNOLOGIES, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	UCI-AIRTEX HOLDINGS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary
	 	 	 	 	 
	 	 	UCI INVESTMENTS, L.L.C
	 	 	 	 	 
	 	 	
By:
	 	/s/ John Ritter
	 	 	 	 	

	 	 	 	 	Name: John Ritter
	 	 	 	 	Title: Vice President, Treasurer and Secretary



UCI Guarantee and Collateral Agreement

 






 



Annex I

to

Guarantee and Collateral Agreement


          ASSUMPTION AGREEMENT, dated as of                 , 200    , made by
                  , a              corporation (the “Additional
Grantor”), in favor of LEHMAN COMMERCIAL PAPER INC., 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, United Components, Inc. (the “Borrower”), the Lenders and the
Administrative Agent have entered into a Credit Agreement, dated as of June 20,
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 Guarantee and Collateral Agreement, dated as of
June 20, 2003 (as amended, supplemented or otherwise modified from time to time, the “Guarantee 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 Guarantee 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 Guarantee and Collateral
Agreement;



          NOW, THEREFORE, IT IS AGREED:



          1.   Guarantee and Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 8.15 of
the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee
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              * to
the Guarantee and Collateral Agreement. The Additional Grantor hereby
represents and warrants that each of the representations and warranties
contained in Section 4 of the Guarantee 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.









* Refer to each Schedule which needs to be supplemented.
 






 





Annex I-2




          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:



 






 



Annex II

to

 Guarantee and Collateral Agreement


ACKNOWLEDGEMENT AND CONSENT



     The undersigned hereby acknowledges receipt of a copy of the Guarantee and
Collateral Agreement dated as of June 20, 2003 (the “Agreement”), made by the
Grantors parties thereto for the benefit of LEHMAN COMMERCIAL PAPER, INC., as
Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meaning given to them in the Agreement. The undersigned acknowledges
that a security interest in its Capital Stock (subject to the exclusions and
limitations set forth in the Agreement) has been granted to the Administrative
Agent for the benefit of the Secured Parties pursuant to the Agreement, and
hereby consents to such security interest.



	 	 	 	 	 
	 	 	[NAME OF ISSUER]
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	Address for Notices:
	 	 	 	 	 
	 	 	

	 	 	

	 	 	

	 	 	 	 	 
	 	 	
Fax: