|            
|------------
|EXHIBIT 10.4
|            
|            

AMENDED AND RESTATED SECURITY AGREEMENT

By

D 56, INC., LENOX RETAIL, INC.,

and LENOX, INCORPORATED,

as Borrowers,

LENOX GROUP INC.,

and

THE OTHER GUARANTORS PARTY HERETO,

as Guarantors

and

UBS AG, STAMFORD BRANCH,

as Administrative Agent



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Dated as of April 20, 2007

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TABLE OF CONTENTS

|                                                                                      |  |                                                                                      |  |    |     
|------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | -- | ----
|                                                                                      |  |                                                                                      |  |    | Page
|                                                                                      |  |                                                                                      |  |    |     
|                                                                                      |  |                                                                                      |  |    |     
|PREAMBLE                                                                              |  |                                                                                      |  |    | 1   
|                                                                                      |  |                                                                                      |  |    |     
|R E C I T A L S:                                                                      |  | 1                                                                                   
|                                                                                      |  |                                                                                     
|A G R E E M E N T:                                                                    |  | 2                                                                                   
|                                                                                      |  |                                                                                     
|ARTICLE I. DEFINITIONS
  AND INTERPRETATION                                           |  | 2                                                                                   
|                                                                                      |  |                                                                                      | 
|Section 1.1                                                                           |  | Definitions                                                                          |  | 2 
|Section 1.2                                                                           |  | Interpretation                                                                       |  | 10
|Section 1.3                                                                           |  | Resolution
  of Drafting Ambiguities                                                 |  | 10
|Section 1.4                                                                           |  | Perfection
  Certificate                                                             |  | 10
|                                                                                      |  |                                                                                      |  |   
|ARTICLE II. GRANT OF
  SECURITY AND SECURED OBLIGATIONS                               |  | 10                                                                                  
|                                                                                      |  |                                                                                      | 
|Section 2.1                                                                           |  | Pledge                                                                               |  | 10
|Section 2.2                                                                           |  | Secured
  Obligations                                                                |  | 11
|Section 2.3                                                                           |  | Security
  Interest                                                                  |  | 11
|                                                                                      |  |                                                                                      |  |   
|ARTICLE III. PERFECTION;
  SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL |  | 12                                                                                  
|                                                                                      |  |                                                                                      |  |    |     
|Section 3.1                                                                           |  | Delivery of
  Certificated Securities Collateral                                     |  | 12
|Section 3.2                                                                           |  | Perfection
  of Uncertificated Securities Collateral                                 |  | 13
|Section 3.3                                                                           |  | Financing
  Statements and Other Filings; Maintenance of Perfected Security Interest |  | 13
|Section 3.4                                                                           |  | Other
  Actions                                                                      |  | 14
|Section 3.5                                                                           |  | Joinder of
  Additional Pledgors                                                     |  | 18
|Section 3.6                                                                           |  | Supplements;
  Further Assurances                                                    |  | 18
|                                                                                      |  |                                                                                      |  |   
|ARTICLE IV. REPRESENTATIONS,
  WARRANTIES AND COVENANTS                               |  | 18                                                                                  
|                                                                                      |  |                                                                                      | 
|Section 4.1                                                                           |  | Title                                                                                |  | 18
|Section 4.2                                                                           |  | Limitation
  on Liens; Defense of Claims; Transferability of Pledged Collateral      |  | 19
|Section 4.3                                                                           |  | Chief
  Executive Office; Change of Name; Jurisdiction of Organization               |  | 19
|Section 4.4                                                                           |  | Location of
  Collateral                                                             |  | 19
|Section 4.5                                                                           |  | Condition
  and Maintenance of Equipment                                             |  | 20
|Section 4.6                                                                           |  | Corporate
  Names; Prior Transactions                                                |  | 20
|Section 4.7                                                                           |  | Due
  Authorization and Issuance                                                     |  | 20
|Section 4.8                                                                           |  | No Claims                                                                            |  | 20
|Section 4.9                                                                           |  | No
  Conflicts, Consents, etc.                                                       |  | 20

i

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|                                                                             |  |                                                                             |  |    | 
|---------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | -- | 
|Section 4.10                                                                 |  | Pledged
  Collateral                                                        |  | 21
|Section 4.11                                                                 |  | Insurance                                                                   |  | 21
|Section 4.12                                                                 |  | Payment of
  Taxes; Compliance with Laws; Contested Liens; Claims           |  | 21
|Section 4.13                                                                 |  | Access to
  Pledged Collateral, Books and Records; Other Information        |  | 21
|Section 4.14                                                                 |  | Third Party
  Consents Relating to Intellectual Property Collateral         |  | 22
|                                                                             |  |                                                                             |  |   
|ARTICLE V. CERTAIN
  PROVISIONS CONCERNING SECURITIES COLLATERAL             |  | 22                                                                         
|                                                                             |  |                                                                             | 
|Section 5.1                                                                  |  | Pledge of
  Additional Securities Collateral                                |  | 22
|Section 5.2                                                                  |  | Voting
  Rights; Distributions; etc.                                        |  | 22
|Section 5.3                                                                  |  | Operative
  Agreements                                                      |  | 23
|Section 5.4                                                                  |  | Defaults,
  etc.                                                            |  | 24
|Section 5.5                                                                  |  | Certain
  Agreements of Pledgors As Issuers and Holders of Equity Interests |  | 24
|                                                                             |  |                                                                             |  |    | 
|ARTICLE VI. CERTAIN
  PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL |  | 24                                                                         
|                                                                             |  |                                                                             |  |    | 
|Section 6.1                                                                  |  | Grant of
  License                                                          |  | 24
|Section 6.2                                                                  |  | Registrations                                                               |  | 25
|Section 6.3                                                                  |  | No
  Violations or Proceedings                                              |  | 25
|Section 6.4                                                                  |  | Protection
  of Administrative Agents Security                             |  | 25
|Section 6.5                                                                  |  | After-Acquired
  Property                                                   |  | 26
|Section 6.6                                                                  |  | Modifications                                                               |  | 26
|Section 6.7                                                                  |  | Litigation                                                                  |  | 26
|Section 6.8                                                                  |  | U.S.
  Intent-to-Use Trademark Applications                                 |  | 27
|                                                                             |  |                                                                             |  |    | 
|ARTICLE VII. CERTAIN
  PROVISIONS CONCERNING ACCOUNTS                        |  | 27                                                                         
|                                                                             |  |                                                                             |  |    | 
|Section 7.1                                                                  |  | Special
  Representations and Warranties                                    |  | 27
|Section 7.2                                                                  |  | Maintenance
  of Records                                                    |  | 27
|Section 7.3                                                                  |  | Legend                                                                      |  | 28
|Section 7.4                                                                  |  | Modification
  of Terms, etc.                                               |  | 28
|Section 7.5                                                                  |  | Collection                                                                  |  | 28
|                                                                             |  |                                                                             |  |    | 
|ARTICLE VIII. TRANSFERS
  AND OTHER LIENS                                    |  | 29                                                                         
|                                                                             |  |                                                                             |  |    | 
|Section 8.1                                                                  |  | Transfers of
  and other Liens on Pledged Collateral                        |  | 29
|                                                                             |  |                                                                             |  |    | 
|ARTICLE IX. REMEDIES                                                         |  | 29                                                                         
|                                                                             |  |                                                                             |  |    | 
|Section 9.1                                                                  |  | Remedies                                                                    |  | 29
|Section 9.2                                                                  |  | Notice of
  Sale                                                            |  | 31
|Section 9.3                                                                  |  | Waiver of
  Notice and Claims                                               |  | 31
|Section 9.4                                                                  |  | Certain
  Sales of Pledged Collateral                                       |  | 31

ii

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|                                                                                             |  |                                                                                     |  |    | 
|-------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | -- | 
|Section 9.5                                                                                  |  | No Waiver;
  Cumulative Remedies                                                    |  | 32
|Section 9.6                                                                                  |  | Certain
  Additional Actions Regarding Intellectual Property                        |  | 33
|                                                                                             |  |                                                                                     |  |    | 
|ARTICLE X. PROCEEDS OF
  CASUALTY EVENTS AND COLLATERAL DISPOSITIONS/APPLICATION OF PROCEEDS |  | 33                                                                                 
|                                                                                             |  |                                                                                     |  |    | 
|Section 10.1                                                                                 |  | Proceeds of
  Casualty Events and Collateral Dispositions                           |  | 33
|Section 10.2                                                                                 |  | Application
  of Proceeds                                                           |  | 33
|                                                                                             |  |                                                                                     |  |    | 
|ARTICLE XI. MISCELLANEOUS                                                                    |  | 33                                                                                 
|                                                                                             |  |                                                                                     |  |    | 
|Section 11.1                                                                                 |  | Concerning
  Administrative Agent                                                   |  | 33
|Section 11.2                                                                                 |  | Administrative
  Agent May Perform; Administrative Agent Appointed Attorney-in-Fact |  | 34
|Section 11.3                                                                                 |  | Expenses                                                                            |  | 35
|Section 11.4                                                                                 |  | Continuing
  Security Interest; Assignment                                          |  | 36
|Section 11.5                                                                                 |  | Termination;
  Release                                                              |  | 36
|Section 11.6                                                                                 |  | Modification
  in Writing                                                           |  | 36
|Section 11.7                                                                                 |  | Notices                                                                             |  | 36
|Section 11.8                                                                                 |  | GOVERNING
  LAW                                                                     |  | 37
|Section 11.9                                                                                 |  | CONSENT TO
  JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL              |  | 37
|Section 11.10                                                                                |  | Severability
  of Provisions                                                        |  | 37
|Section 11.11                                                                                |  | Execution in
  Counterparts                                                         |  | 37
|Section 11.12                                                                                |  | Business
  Days                                                                     |  | 38
|Section 11.13                                                                                |  | No Credit
  for Payment of Taxes or Imposition                                      |  | 38
|Section 11.14                                                                                |  | No Claims
  Against Administrative Agent                                            |  | 38
|Section 11.15                                                                                |  | No Release                                                                          |  | 38
|Section 11.16                                                                                |  | Obligations
  Absolute                                                              |  | 38
|Section 11.17                                                                                |  | Amendment
  and Restatement                                                         |  | 39
|                                                                                             |  |                                                                                     |  |    | 
|EXHIBIT 1                                                                                    |  | Form of
  Issuers Acknowledgment                                                    |  |   
|EXHIBIT 2                                                                                    |  | Form of
  Securities Pledge Amendment                                               |  |   
|EXHIBIT 3                                                                                    |  | Form of
  Joinder Agreement                                                         |  |   
|EXHIBIT 4                                                                                    |  | Form of
  Securities Account Control Agreement                                      |  |   
|EXHIBIT 5                                                                                    |  | Form of
  Deposit Account Control Agreement                                         |  |   

iii

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AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED
AND RESTATED SECURITY AGREEMENT dated as of April 20, 2007 (as amended, amended
and restated, supplemented or otherwise modified from time to time in
accordance with the provisions hereof, the Agreement) made among D 56,
INC., a Minnesota corporation (D 56), LENOX RETAIL, INC., a Minnesota
corporation (Lenox Retail), LENOX, INCORPORATED, a New Jersey
corporation (Lenox and, together with D 56 and Lenox Retail, Borrowers
and each individually, a Borrower), LENOX GROUP INC., a Delaware
corporation (Holdings), THE SUBSIDIARY GUARANTORS PARTY TO THE CREDIT
AGREEMENT (and together with Holdings, the Guarantors) ANY ADDITIONAL
BORROWERS OR GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A
JOINDER AGREEMENT (the Additional Pledgors,), as pledgors, assignors
and debtors (the Borrowers, together with the Guarantors and the Additional
Pledgors, in such capacities and together with any successors in such
capacities, the Pledgors, and each, a Pledgor), in favor of
UBS AG, STAMFORD BRANCH, having an office at 677 Washington Boulevard,
Stamford, Connecticut 06901, in its capacity as administrative agent pursuant
to the Credit Agreement (as hereinafter defined), as pledgee, assignee and
secured party (in such capacities and together with any successors in such
capacities, the Administrative Agent).

R E C I T A L S:

A.
The Pledgors, the Administrative Agent, UBS Securities LLC, as Syndication
Agent and Arranger, UBS AG, Stamford Branch, as Collateral Agent, and the
lending institutions listed therein (the Lenders) have, in connection
with the execution and delivery of this Agreement, entered into that certain
Amended and Restated Term Loan Credit Agreement, dated as of even date herewith
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the Credit Agreement).

B.
Each Guarantor has, pursuant to the Credit Agreement, among other things,
unconditionally guaranteed the obligations of the Borrowers under the Credit
Agreement and the other Loan Documents (as hereinafter defined).

C.
The Borrowers and each Guarantor will receive substantial benefits from the
execution, delivery and performance of the obligations under the Credit
Agreement and the other Loan Documents and each is, therefore, willing to enter
into this Agreement.

D.
It is contemplated that one or more of the Pledgors may enter (or may have
entered) into one or more Lender Hedging Agreements with one or more of the
Lenders or their respective Affiliates.

E.
Each Pledgor is or, as to Pledged Collateral (as hereinafter defined) acquired
by such Pledgor after the date hereof will be, the legal and/or beneficial
owner of the Pledged Collateral pledged by it hereunder.

F.
This Agreement is given by each Pledgor in favor of the Administrative Agent
for the benefit of the Secured Parties to secure the payment and performance of
all of the Obligations.

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G.
It is a condition to the obligations of the Lenders to make the Loans under the
Credit Agreement or entering into any Lender Hedging Agreement that each
Pledgor execute and deliver the applicable Loan Documents, including this
Agreement amending and restating that certain Security Agreement executed in
connection with the execution and delivery of the Existing Credit Agreement and
dated as of September 1, 2005 (as such agreement may be further amended,
modified or supplemented from time to time, the Existing Security Agreement).

A G R E E M E N T:

NOW
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Administrative Agent hereby agree as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section
1.1 Definitions.

(a)
Unless otherwise defined herein, terms used herein that are defined in the UCC
shall have the meanings assigned to them in the UCC.

(b)
Capitalized terms used but not otherwise defined herein that are defined in the
Credit Agreement shall have the meanings given to them in the Credit Agreement.

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

Acquisition
Document Rights shall mean, with respect to each Pledgor, collectively,
all of such Pledgors rights, title and interest in, to and under the
Acquisition Documents including, without limitation (i) all rights and remedies
relating to monetary damages, including indemnification rights and remedies,
and claims for damages or other relief pursuant to or in respect of the
Acquisition Documents, (ii) all rights and remedies relating to monetary
damages, including indemnification rights and remedies, and claims for monetary
damages under or in respect of the agreements, documents and instruments
referred to in the Acquisition Documents or related thereto and (iii) all
proceeds, collections, recoveries and rights of subrogation with respect to the
foregoing.

Acquisition
Agreement shall mean the stock purchase agreement, dated as of July 21,
2005 by and between Holdings and Brown-Forman Corporation (as amended,
supplemented or otherwise modified from time to time in accordance with the
provisions thereof and of the Credit Agreement).

Acquisition
Documents shall mean the collective reference to the Acquisition Agreement
together with any and all documents, agreements and other instruments then or
at any time thereafter executed and/or delivered in connection therewith or
related thereto, in each case, as amended, amended and restated, supplemented,
extended, renewed, replaced or otherwise modified from time to time.

2

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Additional
Pledged Interests shall mean, collectively, with respect to each Pledgor,
(i) all options, warrants, rights, agreements, additional membership,
partnership or other equity interests of whatever class of any issuer of
Initial Pledged Interests or any interest in any such issuer, together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests in each issuer or under the Operative Agreement of any such issuer,
and the certificates, instruments and agreements representing such membership,
partnership or other interests and any and all interest of such Pledgor in the
entries on the books of any financial intermediary pertaining to such
membership, partnership or other equity interests from time to time acquired by
such Pledgor in any manner and (ii) to the extent required to be pledged by the
terms of the Credit Agreement, all membership, partnership or other equity
interests, as applicable, of each limited liability company, partnership or
other entity (other than a corporation) hereafter acquired or formed by such
Pledgor and all options, warrants, rights, agreements, additional membership,
partnership or other equity interests of whatever class of such limited
liability company, partnership or other entity together with all rights,
privileges, authority and powers of such Pledgor relating to such interests or
under the Operative Agreement of any such issuer, and the certificates,
instruments and agreements representing such membership, partnership or other
equity interests and any and all interest of such Pledgor in the entries on the
books of any financial intermediary pertaining to such membership, partnership
or other interests, from time to time acquired by such Pledgor in any manner.

Additional
Pledged Shares shall mean, collectively, with respect to each Pledgor, (i)
all options, warrants, rights, agreements, additional shares of capital stock
of whatever class of any issuer of the Initial Pledged Shares or any other
equity interest in any such issuer, together with all rights, privileges,
authority and powers of such Pledgor relating to such interests issued by any
such issuer under the Operative Agreement of any such issuer, and the
certificates, instruments and agreements representing such interests and any
and all interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such interests, from time to time acquired by such
Pledgor in any manner and (ii) to the extent required to be pledged by the
terms of the Credit Agreement, all the issued and outstanding shares of capital
stock of each corporation hereafter acquired or formed by such Pledgor and all
options, warrants, rights, agreements or additional shares of capital stock of
whatever class of such corporation together with all rights, privileges,
authority and powers of such Pledgor relating to such shares or under the
Operative Agreement of such corporation and the certificates, instruments and
agreements representing such shares and any and all interest of such Pledgor in
the entries on the books of any financial intermediary pertaining to such
shares, from time to time acquired by such Pledgor in any manner.

Additional
Pledgors shall have the meaning assigned to such term in the Preamble
hereof.

Administrative
Agent shall have the meaning assigned to such term in the Preamble hereof.

Agreement
shall have the meaning assigned to such in the Preamble hereof.

Borrower
and Borrowers each shall have the meaning assigned to such term in the
Preamble hereof.

3

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Claims
shall mean any and all property taxes and other taxes, assessments and special
assessments, levies, fees and all governmental charges imposed upon or assessed
against, and all claims (including, without limitation, landlords, carriers,
mechanics, workmens, repairmens, laborers, materialmens, suppliers and
warehousemens Liens and other claims arising by operation of law) against, all
or any portion of the Pledged Collateral.

Collateral
Account shall mean a collateral account or sub-account established and
maintained by the Administrative Agent (or a Lender that agrees to be an
administrative sub-agent for the Administrative Agent) in its name as
Administrative Agent for the Secured Parties and all funds from time to time on
deposit in the Collateral Account including, without limitation, all Cash
Equivalents and all certificates and instruments from time to time representing
or evidencing such investments; all notes, certificates of deposit, checks and
other instruments from time to time hereafter delivered to or otherwise
possessed by the Administrative Agent for or on behalf of any Pledgor in
substitution for, or in addition to, any or all of the Pledged Collateral; and
all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the items constituting Pledged Collateral.

Contracts
shall mean, collectively, with respect to each Pledgor, all sale, service,
performance, equipment or property lease contracts, agreements and grants and
all other contracts, agreements or grants (in each case, whether written or
oral, or third party or intercompany), between such Pledgor and third parties,
and all assignments, amendments, restatements, supplements, extensions,
renewals, replacements or modifications thereof.

Control
shall mean (i) in the case of each Deposit Account, control, as such term is
defined in Section 9-104 of the UCC, (ii) in the case of any Security
Entitlement, control, as such term is defined in Section 8-106 of the UCC and
(iii) in the case of any Commodity Contract, control, as such term is defined
in Section 9-106 of the UCC.

Control
Agreements shall mean, collectively, the Deposit Account Control
Agreements and the Securities Account Control Agreements.

Copyrights
shall mean, collectively, with respect to each Pledgor, all copyrights (whether
statutory or common law, whether established or registered in the United States
or any other country or any political subdivision thereof whether registered or
unregistered and whether published or unpublished) and all copyright
registrations and applications made by such Pledgor, in each case, whether now
owned or hereafter created or acquired by or assigned to such Pledgor,
including, without limitation, the copyrights, registrations and applications
listed in Schedule 13(b) annexed to the Perfection Certificate, together with
any and all (i) rights and privileges arising under applicable law with respect
to such Pledgors use of such copyrights, (ii) reissues, renewals,
continuations and extensions thereof, (iii) income, fees, royalties, damages,
claims and payments now or hereafter due and/or payable with respect thereto,
including, without limitation, damages and payments for past, present or future
infringements thereof, (iv) rights corresponding thereto throughout the world
and (v) rights to sue for past, present or future infringements thereof.

4

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Credit
Agreement shall have the meaning assigned to such term in Recital A
hereof.

Deposit
Account Control Agreement shall mean an agreement substantially in the
form annexed hereto as Exhibit 5.

Deposit
Accounts shall mean, collectively, with respect to each Pledgor, (i) all
deposit accounts as such term is defined in the UCC and in any event shall
include, without limitation, all accounts and sub-accounts relating to any of
the foregoing accounts and (ii) all cash, funds, checks, notes and instruments
from time to time on deposit in any of the accounts or sub-accounts described
in clause (i) of this definition.

Distributions
shall mean, collectively, with respect to each Pledgor, all dividends, cash,
options, warrants, rights, instruments, distributions, returns of capital or
principal, income, interest, profits and other property, interests (debt or
equity) or proceeds, including as a result of a split, revision,
reclassification or other like change of the Pledged Securities, from time to
time received, receivable or otherwise distributed to such Pledgor in respect
of or in exchange for any or all of the Pledged Securities or Pledged Notes.

Existing
Security Agreement shall have the meaning shall have the meaning assigned
to such term in the Recitals hereto.

General
Intangibles shall mean, collectively, with respect to each Pledgor, all
general intangibles, as such term is defined in the UCC, of such Pledgor and,
in any event, shall include, without limitation, (i) all of such Pledgors
rights, title and interest in, to and under all insurance policies and
Contracts, (ii) all know-how and warranties relating to any of the Pledged
Collateral or the Mortgaged Property, (iii) any and all other rights, claims,
choses-in-action and causes of action of such Pledgor against any other Person
and the benefits of any and all collateral or other security given by any other
Person in connection therewith, (iv) all guarantees, endorsements and
indemnifications on, or of, any of the Pledged Collateral or any of the
Mortgaged Property, (v) all lists, books, records, correspondence, ledgers,
print-outs, files (whether in printed form or stored electronically), tapes and
other papers or materials containing information relating to any of the Pledged
Collateral or any of the Mortgaged Property, including, without limitation, all
customer or tenant lists, identification of suppliers, data, plans, blueprints,
specifications, designs, drawings, appraisals, recorded knowledge, surveys,
studies, engineering reports, test reports, manuals, standards, processing
standards, performance standards, catalogs, research data, computer and
automatic machinery software and programs and the like, field repair data,
accounting information pertaining to such Pledgors operations or any of the
Pledged Collateral or any of the Mortgaged Property and all media in which or
on which any of the information or knowledge or data or records may be recorded
or stored and all computer programs used for the compilation or printout of
such information, knowledge, records or data, (vi) all licenses, consents,
permits, variances, certifications, authorizations and approvals, however
characterized, of any Governmental Authority (or any Person acting on behalf of
a Governmental Authority) now or hereafter acquired or held by such Pledgor
pertaining to operations now or hereafter conducted by such Pledgor or any of
the Pledged Collateral or any of the Mortgaged Property including, without
limitation, building permits, certificates of occupancy, environmental
certificates, industrial permits or licenses and

5

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certificates
of operation and (vii) all rights to reserves, deferred payments, deposits,
refunds, indemnification of claims to the extent the foregoing relate to any
Pledged Collateral or Mortgaged Property and claims for tax or other refunds
against any Governmental Authority relating to any Pledged Collateral or any of
the Mortgaged Property.

Goodwill
shall mean, collectively, with respect to each Pledgor, the goodwill connected
with such Pledgors business including, without limitation, (i) all goodwill
connected with the use of and symbolized by any of the Intellectual Property
Collateral in which such Pledgor has any interest, (ii) all know-how, trade
secrets, customer and supplier lists, proprietary information, inventions,
methods, procedures, formulae, descriptions, compositions, technical data,
drawings, specifications, name plates, catalogs, confidential information and
the right to limit the use or disclosure thereof by any Person, pricing and
cost information, business and marketing plans and proposals, consulting
agreements, engineering contracts and such other assets which relate to such
goodwill and (iii) all product lines of such Pledgors business.

Guarantors
shall have the meaning assigned to such term in the Preamble hereof.

Indemnitees
shall have the meaning assigned to such term in Section 11.3(a) hereof.

Initial
Pledged Interests shall mean, with respect to each Pledgor, all
membership, partnership or other equity interests (other than in a
corporation), as applicable, of each issuer owned by such Pledgor as described
in Schedule 10 annexed to the Perfection Certificate, together with all
rights, privileges, authority and powers of such Pledgor in and to each such
issuer or under the Operative Agreement of each such issuer, and the
certificates, instruments and agreements representing such membership, partnership
or other interests and any and all interest of such Pledgor in the entries on
the books of any financial intermediary pertaining to such membership,
partnership or other interests.

Initial
Pledged Shares shall mean, collectively, with respect to each Pledgor, the
issued and outstanding shares of capital stock of each issuer owned by such
Pledgor as described in Schedule 10 annexed to the Perfection
Certificate together with all rights, privileges, authority and powers of such
Pledgor relating to such interests in each such issuer or under the Operative
Agreement of each such issuer, and the certificates, instruments and agreements
representing such shares of capital stock and any and all interest of such
Pledgor in the entries on the books of any financial intermediary pertaining to
the Initial Pledged Shares.

Instruments
shall mean, collectively, with respect to each Pledgor, all instruments, as
such term is defined in Article 9 of the UCC and shall include, without
limitation, all promissory notes, drafts, bills of exchange or acceptances.

Intellectual
Property Collateral shall mean, collectively, the Patents, Trademarks,
Copyrights, Licenses and Goodwill.

Intercompany
Notes shall mean, with respect to each Pledgor, all intercompany notes
described in Schedule 11 annexed to the Perfection Certificate and each
intercompany note hereafter acquired by such Pledgor and all certificates,
instruments or agreements evidencing

6

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such
intercompany notes, and all assignments, amendments, restatements, supplements,
extensions, renewals, replacements or modifications thereof to the extent
permitted pursuant to the terms hereof.

Investment
Property shall mean a security, whether certificated or uncertificated,
security entitlement, securities account, commodity contract or commodity
account, excluding, however, the Securities Collateral.

Joinder
Agreement shall mean an agreement substantially in the form annexed hereto
as Exhibit 3.

Lenders
shall have the meaning assigned to such term in Recital A hereof.

Licenses
shall mean, collectively, with respect to each Pledgor, all license and
distribution agreements with, and covenants not to sue, any other party with
respect to any Patent, Trademark or Copyright or any other patent, trademark or
copyright, whether such Pledgor is a licensor or licensee, distributor or
distributee under any such license or distribution agreement, including,
without limitation, the license and distribution agreements listed in Schedule
13(a) and 13(b) annexed to the Perfection Certificate, together with
any and all (i) renewals, extensions, supplements and continuations thereof,
(ii) income, fees, royalties, damages, claims and payments now and hereafter
due and/or payable thereunder and with respect thereto including, without
limitation, damages and payments for past, present or future infringements or
violations thereof, (iii) rights to sue for past, present and future
infringements or violations thereof and (iv) other rights to use, exploit or
practice any or all of the Patents, Trademarks or Copyrights or any other
patent, trademark or copyright.

Mortgaged
Property shall have the meaning assigned to such term in the Mortgages.

Operative
Agreement shall mean (i) in the case of any limited liability company or
partnership or other non-corporate entity, any membership or partnership
agreement or other organizational agreement or document thereof and (ii) in the
case of any corporation, any charter or certificate of incorporation and
by-laws thereof.

Patents
shall mean, collectively, with respect to each Pledgor, all patents issued or
assigned to and all patent applications and registrations made by such Pledgor
(whether established or registered or recorded in the United States or any
other country or any political subdivision thereof), including, without
limitation, those listed in Schedule 13(a) annexed to the Perfection
Certificate, together with any and all (i) rights and privileges arising under
applicable law with respect to such Pledgors use of any patents, (ii)
inventions and improvements described and claimed therein, (iii) reissues,
divisions, continuations, renewals, extensions and continuations-in-part
thereof, (iv) income, fees, royalties, damages, claims and payments now or
hereafter due and/or payable thereunder and with respect thereto including,
without limitation, damages and payments for past, present or future
infringements thereof, (v) rights corresponding thereto throughout the world
and (vi) rights to sue for past, present or future infringements thereof.

7

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Perfection
Certificate shall mean that certain perfection certificate dated as of the
date hereof, executed and delivered by Borrowers or Guarantors, as applicable,
on behalf of each Pledgor in favor of the Administrative Agent for the benefit
of the Secured Parties, and each other Perfection Certificate (which shall be
in form and substance reasonably acceptable to the Administrative Agent)
executed and delivered by any Additional Pledgor in favor of the Administrative
Agent for the benefit of the Secured Parties contemporaneously with the
execution and delivery of each Joinder Agreement executed in accordance with Section
3.5 hereof, in each case, as the same may be supplemented by each
Perfection Certificate Supplement delivered in accordance with the Credit
Agreement.

Pledge
Amendment shall have the meaning assigned to such term in Section 5.1
hereof.

Pledged
Collateral shall have the meaning assigned to such term in Section 2.1
hereof.

Pledged
Notes shall mean, collectively, the Intercompany Notes and each additional
note or Instrument hereafter acquired by any Pledgor that is required to be
pledged hereunder and all certificates or agreements evidencing such notes or
Instruments, and all assignments, amendments, restatements, supplements,
extensions, renewals, replacements or modifications thereof to the extent
permitted pursuant to the terms hereof.

Pledged
Interests shall mean, collectively, the Initial Pledged Interests and the
Additional Pledged Interests; provided, however, that to the
extent applicable, Pledged Interests shall not include any interest possessing
more than 66% of the voting power or control of all classes of interests
entitled to vote of any foreign Subsidiary which is a first-tier controlled
foreign corporation (as defined in Section 957(a) of the Code) to the extent
such pledge would result in an adverse tax consequence to the Pledgor and, in
any event, shall not include the interests of any Subsidiary otherwise required
to be pledged pursuant to this Agreement to the extent that such pledge would
constitute an investment of earnings in United States property under Section
956 (or a successor provision) of the Code, to the extent such pledge would
trigger a material increase in the gross income of a United States shareholder
of such Subsidiary pursuant to Section 951 (or a successor provision) of the
Code.

Pledged
Securities shall mean, collectively, the Pledged Interests, the Pledged
Shares and the Successor Interests.

Pledged
Shares shall mean, collectively, the Initial Pledged Shares and the
Additional Pledged Shares; provided, however, that Pledged Shares
shall not include shares possessing more than 66% of the voting power of all
classes of capital stock entitled to vote of any Subsidiary which is a first
tier controlled foreign corporation (as defined in Section 957(a) of the Code)
to the extent such pledge would result in an adverse tax consequence to the
Pledgor and, in any event, shall not include the shares of stock of any foreign
Subsidiary otherwise required to be pledged pursuant to this Agreement to the
extent that such pledge would constitute an investment of earnings in United
States property under Section 956 (or a successor provision) of the Code, to
the extent such pledge would trigger a material increase in the gross income of
a

8

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United States
shareholder of such Subsidiary pursuant to Section 951 (or a successor provision)
of the Code.

Pledgor
shall have the meaning assigned to such term in the Preamble hereof.

Securities
Account Control Agreement shall mean an agreement substantially in the
form annexed hereto as Exhibit 4.

Securities
Collateral shall mean, collectively, the Pledged Securities, the Pledged
Notes and the Distributions.

Successor
Interests shall mean, collectively, with respect to each Pledgor, all
shares of each class of the capital stock of the successor corporation or
interests or certificates of the successor limited liability company,
partnership or other entity owned by such Pledgor (unless such successor is
such Pledgor itself) formed by or resulting from any consolidation or merger in
which any issuer of Pledged Interests or Pledged Shares is not the surviving
entity; provided, however, that Successor Interest shall not
include shares or interests possessing more than 66% of the voting power or
control of all classes of capital stock or interests entitled to vote of any
Subsidiary which is a first-tier controlled foreign corporation (as defined in
Section 957(a) of the Code) to the extent such pledge would result in an
adverse tax consequence to the Pledgor and, in any event, shall not include
shares of stock or interests of any foreign Subsidiary otherwise required to be
pledged pursuant to this Agreement to the extent that such pledge would
constitute an investment of earnings in United States property under Section
956 (or a successor provision) of the Code, to the extent such pledge would
trigger a material increase in the gross income of a United States shareholder
of such Pledgor pursuant to Section 951 (or a successor provision) of the Code.

Trademarks
shall mean, collectively, with respect to each Pledgor, all trademarks
(including service marks), slogans, logos, certification marks, trade dress,
uniform resource locations (URLs), domain names, corporate names and trade
names, whether registered or unregistered, owned by or assigned to such Pledgor
and all registrations and applications for the foregoing (whether statutory or
common law and whether established or registered in the United States or any
other country or any political subdivision thereof), including, without
limitation, the registrations and applications listed in Schedule 13(a)
annexed to the Perfection Certificate, together with any and all (i) rights and
privileges arising under applicable law with respect to such Pledgors use of
any trademarks, (ii) reissues, continuations, extensions and renewals thereof,
(iii) income, fees, royalties, damages and payments now and hereafter due
and/or payable thereunder and with respect thereto, including, without
limitation, damages, claims and payments for past, present or future
infringements thereof, (iv) rights corresponding thereto throughout the world
and (v) rights to sue for past, present and future infringements thereof.

UCC
shall mean the Uniform Commercial Code as in effect on the date hereof in the
State of New York; provided, however, that if by reason of
mandatory provisions of law, any or all of the attachment, perfection or
priority of the Administrative Agents and the Secured Parties security
interest in any item or portion of the Pledged Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, the

9

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term UCC
shall mean the Uniform Commercial Code as in effect on the date hereof in such
other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions relating to
such provisions.

Section
1.2 Interpretation.  The rules of
interpretation specified in the Credit Agreement shall be applicable to this
Agreement. If any conflict or inconsistency exists between this Agreement and
the Credit Agreement, the Credit Agreement shall govern.

Section
1.3 Resolution of Drafting Ambiguities. Each Pledgor acknowledges and
agrees that it was represented by counsel in connection with the execution and
delivery hereof, that it and its counsel reviewed and participated in the
preparation and negotiation hereof and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party (i.e.,
the Administrative Agent) shall not be employed in the interpretation hereof.

Section
1.4 Perfection Certificate. The Administrative Agent and each Secured
Party agree that the Perfection Certificate and all descriptions of Pledged
Collateral, schedules, amendments and supplements thereto are and shall at all
times remain a part of this Agreement.

ARTICLE II.

GRANT OF SECURITY AND SECURED OBLIGATIONS

Section
2.1 Pledge. As collateral security for the payment and performance in
full of all the Obligations, each Pledgor hereby pledges and grants to the
Administrative Agent for its benefit and for the benefit of the Secured Parties,
a lien on and security interest in and to all of the right, title and interest
of such Pledgor in, to and under all personal property and interests in
personal property, wherever located, whether now existing or hereafter arising
or acquired from time to time (collectively, the Pledged Collateral),
including, without limitation:

| |        |  |                                                                                       
| | ------ |  | --------------------------------------------------------------------------------------
| | (i)    |  | all
  Accounts;                                                                       
| |        |  |                                                                                       
| | (ii)   |  | all
  Equipment, Goods, Inventory and Fixtures;                                       
| |        |  |                                                                                       
| | (iii)  |  | all
  Documents, Instruments and Chattel Paper;                                       
| |        |  |                                                                                       
| | (iv)   |  | all letters
  of credit and Letter-of-Credit Rights;                                  
| |        |  |                                                                                       
| | (v)    |  | all
  Securities Collateral;                                                          
| |        |  |                                                                                       
| | (vi)   |  | all
  Collateral Accounts;                                                            
| |        |  |                                                                                       
| | (vii)  |  | all
  Investment Property;                                                            
| |        |  |                                                                                       
| | (viii) |  | all
  Intellectual Property Collateral;                                               
| |        |  |                                                                                       
| | (ix)   |  | the
  Commercial Tort Claims described on Schedule 14 to the Perfection
  Certificate;

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| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (x)    |  | all General
  Intangibles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (xi)   |  | all Deposit
  Accounts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (xii)  |  | all
  Acquisition Documents and Acquisition Document Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (xiii) |  | all
  Supporting Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (xiv)  |  | all books
  and records relating to the Pledged Collateral; and                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (xv)   |  | to the
  extent not covered by clauses (i) through (xiv) of this sentence, all other
  personal property of such Pledgor, whether tangible or intangible and all
  Proceeds and products of each of the foregoing and all accessions to,
  substitutions and replacements for, and rents, profits and products of, each
  of the foregoing, any and all proceeds of any insurance, indemnity, warranty
  or guaranty payable to such Pledgor from time to time with respect to any of
  the foregoing.

Notwithstanding
anything to the contrary contained in clauses (i) through (xv) above, the
security interest created by this Agreement shall not extend to, and the term
Pledged Collateral shall not include, (A) any License to which any Pledgor is
a party to the extent, and solely to the extent, and for so long as, and solely
for so long as, the terms of such License or any Requirement of Law applicable
thereto validly prohibit the creation by such Pledgor of a security interest in
such License in favor of the Administrative Agent, after giving effect to
Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor
provision or provisions) or any other applicable law or principles of equity; provided,
however, that Proceeds of any License described in this sentence shall
not be excluded from Pledged Collateral and (B) certain Inventory to the
extent, and solely to the extent, that such Inventory bears a trademark subject
to a license agreement listed on Annex A hereto that prohibits the granting of
a Lien on any Inventory bearing such trademark unless the licensor under the
applicable license agreement shall have consented in writing to the granting of
a Lien on such Inventory hereunder.

Section
2.2 Secured Obligations. This Agreement secures, and the Pledged
Collateral is collateral security for, the payment and performance in full when
due of the Obligations.

Section
2.3 Security Interest. (a) Each Pledgor hereby irrevocably authorizes
the Administrative Agent at any time and from time to time to authenticate and
file in any relevant jurisdiction any initial financing statements (including
fixture filings) and amendments thereto that contain the information required
by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for
the filing of any financing statement or amendment relating to the Pledged
Collateral, including, without limitation, (i) whether such Pledgor is an
organization, the type of organization and any organizational identification
number issued to such Pledgor, (ii) any financing or continuation statements or
other documents without the signature of such Pledgor where permitted by law,
including, without limitation, the filing of a financing statement describing
the Pledged Collateral as all assets or all assets in which the Pledgor now
owns or hereafter acquires rights or words to that effect and (iii) in the
case of a financing statement filed as a fixture filing or covering Pledged
Collateral constituting minerals or the like to be

11

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extracted or
timber to be cut, a sufficient description of the real property to which such
Pledged Collateral relates. Each Pledgor agrees to provide all information
described in the immediately preceding sentence to the Administrative Agent
promptly upon request.

(a)
Each Pledgor hereby ratifies its authorization for the Administrative Agent to
file in any relevant jurisdiction any initial financing statements or
amendments thereto relating to the Pledged Collateral if filed prior to the
date hereof.

(b)
Each Pledgor hereby further authorizes the Administrative Agent to file filings
with the United States Patent and Trademark Office and United States Copyright
Office (or any successor office or any similar office in any other country) or
other documents for the purpose of perfecting, confirming, continuing,
enforcing or protecting the security interest granted by such Pledgor
hereunder, without the signature of such Pledgor, and naming such Pledgor, as
debtor, and the Administrative Agent, as secured party.

ARTICLE III.

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; 
USE OF PLEDGED COLLATERAL

Section
3.1 Delivery of Certificated Securities Collateral. Each Pledgor
represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date
hereof have been or contemporaneously herewith will be delivered to the
Revolving Credit Agent in suitable form for transfer by delivery or accompanied
by duly executed instruments of transfer or assignment in blank and that the
Administrative Agent has or contemporaneously herewith shall have a perfected
second priority security interest therein. Each Pledgor hereby agrees that all
certificates, agreements or instruments representing or evidencing Securities
Collateral acquired by such Pledgor at any time after the payment in full of
the Revolving Credit Indebtedness and the termination of the Revolving Credit
Documents, shall, within the time periods required by the Credit Agreement, be
delivered to and held by or on behalf of the Administrative Agent pursuant
hereto. All such certificated Securities Collateral acquired by such Pledgor at
any time after the payment in full of the Revolving Credit Indebtedness and the
termination of the Revolving Credit Documents shall be in suitable form for
transfer by delivery or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to the Administrative Agent. The Administrative Agent shall have
the right, at any time upon the occurrence and during the continuance of any
Event of Default after the payment in full of the Revolving Credit Indebtedness
and the termination of the Revolving Credit Documents, to endorse, assign or
otherwise transfer to or to register in the name of the Administrative Agent or
any of its nominees or endorse for negotiation any or all of the Securities
Collateral, without any indication that such Securities Collateral is subject
to the security interest hereunder. In addition, the Administrative Agent shall
have the right at any time after the payment in full of the Revolving Credit
Indebtedness and the termination of the Revolving Credit Documents to exchange
certificates representing or evidencing Securities Collateral for certificates
of smaller or larger denominations.

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Section
3.2 Perfection of Uncertificated Securities Collateral. Each Pledgor
represents and warrants that the Administrative Agent has a perfected second
priority security interest in all uncertificated Pledged Securities pledged by
it hereunder that are in existence on the date hereof and that the applicable
partnership agreement, operating agreement or other organizational documents do
not require the consent of the other shareholders, members, partners or other
Person to permit the Administrative Agent or its designee to be substituted for
the applicable Pledgor as a shareholder, member, partner or other equity owner,
as applicable, thereto. Each Pledgor hereby agrees that if any of the Pledged
Securities are, at any time after the payment in full of the Revolving Credit
Indebtedness and the termination of the Revolving Credit Documents, not
evidenced by certificates of ownership, then each applicable Pledgor shall, to
the extent permitted by applicable law, cause such pledge to be recorded on the
equityholder register or the books of the issuer, cause the issuer to execute
and deliver to the Administrative Agent an acknowledgment of the pledge of such
Pledged Securities substantially in the form of Exhibit 1 annexed
hereto, execute customary pledge forms or other documents necessary or
appropriate to complete the pledge and give the Administrative Agent the right
to transfer such Pledged Securities under the terms hereof and provide to the
Administrative Agent an opinion of counsel, in form and substance satisfactory
to the Administrative Agent, confirming such pledge and perfection thereof.

Section
3.3 Financing Statements and Other Filings; Maintenance of Perfected Security
Interest. Each Pledgor represents and warrants that the only filings, registrations
and recordings necessary and appropriate to create, preserve, protect, publish
notice of and perfect the security interest granted by each Pledgor to the
Administrative Agent (for the benefit of the Secured Parties) pursuant to this
Agreement in respect of the Pledged Collateral are listed in Schedule 5
annexed to the Perfection Certificate. Each Pledgor represents and warrants
that all such filings, registrations and recordings have been delivered to the
Administrative Agent in completed and, to the extent necessary or appropriate,
duly executed form for filing in each governmental, municipal or other office
specified in Schedule 6 annexed to the Perfection Certificate and either
have been filed prior to the date hereof or shall be filed, registered and
recorded immediately after the date thereof. Each Pledgor agrees that at the
sole cost and expense of the Pledgors, (i) such Pledgor will maintain the
security interest created by this Agreement in the Pledged Collateral as a
perfected first priority security interest and shall defend such security
interest against the claims and demands of all Persons, provided, however,
that, prior to the payment in full of the Revolving Credit Indebtedness and the
termination of the Revolving Credit Documents, the security interest created by
this Agreement in that portion of the Pledged Collateral constituting Revolving
Credit Priority Collateral shall be maintained as a perfected second priority
security interest junior to the security interest of the Revolving Credit
Agent, (ii) such Pledgor shall furnish to the Administrative Agent from time to
time statements and schedules further identifying and describing the Pledged
Collateral and such other reports in connection with the Pledged Collateral as
the Administrative Agent may deem reasonably necessary, all in reasonable
detail and (iii) at any time and from time to time, upon the written request of
the Administrative Agent, such Pledgor shall promptly and duly execute and
deliver, and file and have recorded, such further instruments and documents and
take such further action as the Administrative Agent may deem reasonably
necessary for the purpose of obtaining or preserving the full benefits of this
Agreement and the rights and powers herein granted, including the filing of any
financing statements, continuation statements and other documents (including
the Agreement) under the Uniform Commercial Code (or other similar laws) in
effect

13

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in any
jurisdiction with respect to the security interest created hereby and the
execution and delivery of Control Agreements, all in form reasonably
satisfactory to the Administrative Agent and in such offices (including,
without limitation, the United States Patent and Trademark Office) wherever
required by law to perfect, continue and maintain a valid, enforceable, first
priority security interest in the Pledged Collateral, as provided herein, and
to preserve the other rights and interests granted to the Administrative Agent
hereunder, as against third parties, with respect to the Pledged Collateral; provided,
however, that, prior to the payment in full of the Revolving
Credit Indebtedness and the termination of the Revolving Credit Documents, the
security interest created by this Agreement in that portion of the Pledged
Collateral constituting Revolving Credit Priority Collateral shall be
maintained as a perfected second priority security interest junior to the
security interest of the Revolving Credit Agent. Each Pledgor hereby authorizes
the Administrative Agent to file any such financing or continuation statement
or other document without the signature of such Pledgor where permitted by law,
including, without limitation, the filing of a financing statement describing
the Pledged Collateral as all assets or all assets in which the Pledgor now
owns or hereafter acquires rights or words to that effect.

Section
3.4 Other Actions. In order to further insure the attachment, perfection
and priority of, and the ability of the Administrative Agent to enforce, the
Administrative Agents security interest in the Pledged Collateral, each
Pledgor represents, warrants and agrees, in each case at such Pledgors own
expense, with respect to the following Pledged Collateral that:

(a)
Instruments and Tangible Chattel Paper. As of the date hereof (i) no
amount individually or in the aggregate in excess of $100,000 payable under or
in connection with any of the Pledged Collateral is evidenced by any Instrument
or Tangible Chattel Paper other than such Instruments and Tangible Chattel
Paper listed in Schedule 11 annexed to the Perfection Certificate and
(ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule
11 annexed to the Perfection Certificate has been properly endorsed,
assigned and delivered to the Revolving Credit Agent, accompanied by
instruments of transfer or assignment duly executed in blank. If any amount
individually or in the aggregate in excess of $100,000 payable under or in
connection with any of the Pledged Collateral shall, at any time after the
payment in full of the Revolving Credit Indebtedness and the termination of the
Revolving Credit Documents, be evidenced by any Instrument or Tangible Chattel
Paper, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall
forthwith endorse, assign and deliver the same to the Administrative Agent,
accompanied by such instruments of transfer or assignment duly executed in
blank as the Administrative Agent may from time to time specify.

(b)
Deposit Accounts. As of the date hereof (i) it does not maintain any
Deposit Accounts other than the accounts listed in Schedule 15 annexed
to the Perfection Certificate and (ii) with respect to each Deposit Account in
which the Revolving Credit Agent has, or upon execution and delivery of a
Deposit Account Control Agreement by the Pledgor of the Deposit Account and the
financial institution holding such Deposit Account, will have a perfected first
priority security interest by Control, the Administrative Agent has or will
have a perfected second priority security interest by Control. After the
payment in full of the Revolving Credit Indebtedness and the termination of the
Revolving Credit Documents, no Pledgor shall establish and maintain any Deposit
Account unless (1) the applicable Pledgor shall have given the Administrative
Agent 30 days prior written notice of its intention to establish such new
Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to
the

14

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Administrative
Agent and (3) to the extent required by the Credit Agreement, such Bank and
such Pledgor shall have duly executed and delivered to the Administrative Agent
a Deposit Account Control Agreement with respect to such Deposit Account
substantially in the form of Exhibit 5 annexed hereto or such other form
acceptable to the Administrative Agent. No Pledgor shall grant Control of any
Deposit Account to any Person other than the Administrative Agent or the
Revolving Credit Agent. With respect to any Deposit Account for which the
applicable Deposit Account Control Agreement provides that the depository
institution may accept instructions from the applicable Pledgor unless and
until the Administrative Agent otherwise notifies the depository institution,
the Administrative Agent agrees that it shall deliver such notice only if a
Default or Event of Default has occurred and is continuing and that it shall
not give any instructions directing the disposition of funds from time to time
credited to any such Deposit Account unless a Default or Event of Default has
occurred and is continuing.

(c)
Investment Property. (i) As of the date hereof (1) it has no Securities
Accounts or Commodity Accounts other than those listed in Schedule 15
annexed to the Perfection Certificate and, with respect to each Securities
Account or Commodity Account in which the Revolving Credit Agent has a
perfected first priority security interest by Control, the Administrative Agent
has a perfected second priority security interest by Control and (2) it does
not hold, own or have any interest in any certificated securities or
uncertificated securities other than those constituting Pledged Securities and
those maintained in Securities Accounts or Commodity Accounts listed in
Schedule 15 annexed to the Perfection Certificate.

(i)
If any Pledgor shall, at any time after the payment in full of the Revolving
Credit Indebtedness and the termination of the Revolving Credit Documents, hold
or acquire any certificated securities constituting Investment Property, other
than any securities of Foreign Subsidiaries not required to be pledged
hereunder, such Pledgor shall (a) within the time periods required by the
Credit Agreement, endorse, assign and deliver the same to the Administrative
Agent, accompanied by such instruments of transfer or assignment duly executed
in blank, all in form and substance reasonably satisfactory to the
Administrative Agent or (b) deliver such securities into a Securities Account
with respect to which a Securities Account Control Agreement is in effect in
favor of the Administrative Agent. If any securities acquired by any Pledgor,
at any time after the payment in full of the Revolving Credit Indebtedness and
 the termination of the Revolving Credit Documents, constituting Investment
Property, other than any securities of Foreign Subsidiaries not required to be
pledged hereunder, are uncertificated and are issued to such Pledgor or its
nominee directly by the issuer thereof, such Pledgor shall, within the time
periods required by the Credit Agreement, notify the Administrative Agent
thereof and pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, either (a) cause the issuer to agree to comply with
instructions from the Administrative Agent as to such securities, without
further consent of any Pledgor or such nominee, (b) cause a Security
Entitlement with respect to such uncertificated security to be held in a
Securities Account with respect to which the Administrative Agent has Control
or (c) arrange for the Administrative Agent to become the registered owner of
the securities. After the payment in full of the Revolving Credit Indebtedness
and the termination of the Revolving Credit Documents, Pledgor shall not
establish and maintain any Securities Account or Commodity Account with any
Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Administrative Agent 30
days prior written notice of its intention to establish such new Securities
Account or Commodity Account with such Securities Intermediary or Commodity

15

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Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall
be reasonably acceptable to the Administrative Agent and (3) such Securities Intermediary
or Commodity Intermediary, as the case may be, and such Pledgor shall have duly
executed and delivered a Control Agreement with respect to such Securities
Account or Commodity Account, as the case may be. After the payment in full of
the Revolving Credit Indebtedness and the termination of the Revolving Credit
Documents, each Pledgor shall accept any cash and Investment Property which are
proceeds of the Pledged Interests in trust for the benefit of the
Administrative Agent and, within the time periods required by the Credit
Agreement, deposit any cash or Investment Property and any new securities,
instruments, documents or other property by reason of ownership of the
Investment Property received by it into an account in which the Administrative Agent
has Control. The Administrative Agent agrees with each Pledgor that the
Administrative Agent shall not give any entitlement orders or instructions or
directions to any issuer of uncertificated securities, Securities Intermediary
or Commodity Intermediary, and shall not withhold its consent to the exercise
of any withdrawal or dealing rights by such Pledgor, unless an Event of Default
has occurred and is continuing, or, after giving effect to any such investment
and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall
not apply to any Financial Assets credited to a Securities Account for which
the Administrative Agent is the Securities Intermediary. No Pledgor shall grant
control over any Investment Property to any Person other than the
Administrative Agent or the Revolving Credit Agent.

(ii)
As between the Administrative Agent and the Pledgors, the Pledgors shall bear
the investment risk with respect to the Investment Property and Pledged
Securities, and the risk of loss of, damage to, or the destruction of the
Investment Property and Pledged Securities, whether in the possession of, or
maintained as a security entitlement or deposit by, or subject to the control
of, the Administrative Agent, a Securities Intermediary, Commodity
Intermediary, any Pledgor or any other Person; provided, however,
that nothing contained in this Section 3.4(c) shall release or relieve
any Securities Intermediary or Commodity Intermediary of its duties and
obligations to the Pledgors or any other Person under any Control Agreement or
under applicable law. Subject to Section 4.12, each Pledgor shall
promptly pay all Claims and fees of whatever kind or nature with respect to the
Investment Property and Pledged Securities pledged by it under this Agreement.
In the event any Pledgor shall fail to make such payment contemplated in the
immediately preceding sentence, the Administrative Agent may do so for the
account of such Pledgor and the Pledgors shall promptly reimburse and indemnify
the Administrative Agent for all costs and expenses incurred by the
Administrative Agent under this Section 3.4(c) in accordance with Section
11.3 hereof.

(d)
Electronic Chattel Paper and Transferable Records.  As of the date hereof no amount individually
or in the aggregate in excess of $100,000 payable under or in connection with
any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or
any transferable record, as that term is defined in Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act, or in Section 16 of
the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction other than such Electronic Chattel Paper and transferable records
listed in Schedule 11 annexed to the Perfection Certificate.  If at any time after the payment in full of
the Revolving Credit Indebtedness and the termination of the Revolving Credit
Documents, any amount individually or in the aggregate in excess of $100,000
payable under or in connection with any of the Pledged Collateral shall be
evidenced by any Electronic Chattel Paper or any transferable record, the
Pledgor acquiring such Electronic

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Chattel Paper
or transferable record shall promptly notify the Administrative Agent thereof
and shall take such action as the Administrative Agent may reasonably request
to vest in the Administrative Agent control under UCC Section 9-105 of such
Electronic Chattel Paper or control under Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act or, as the case may be, Section
16 of the Uniform Electronic Transactions Act, as so in effect in such
jurisdiction, of such transferable record. After the payment in full of the
Revolving Credit Indebtedness and the termination of the Revolving Credit
Documents, the Administrative Agent agrees with such Pledgor that the
Administrative Agent will arrange, pursuant to procedures satisfactory to the
Administrative Agent and so long as such procedures will not result in the
Administrative Agents loss of control, for the Pledgor to make alterations to
the Electronic Chattel Paper or transferable record permitted under UCC Section
9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures
in Global and National Commerce Act of Section 16 of the Uniform Electronic
Transactions Act for a party in control to allow without loss of control,
unless an Event of Default has occurred and is continuing or would occur after
taking into account any action by such Pledgor with respect to such Electronic
Chattel Paper or transferable record.

(e)
Letter-of-Credit Rights. If such Pledgor is at any time after the
payment in full of the Revolving Credit Indebtedness and the termination of the
Revolving Credit Documents, a beneficiary under a letter of credit now or
hereafter issued in favor of such Pledgor in an amount individually or in the
aggregate in excess of $100,000, such Pledgor shall promptly notify the
Administrative Agent thereof and such Pledgor shall, pursuant to an agreement
in form and substance satisfactory to the Administrative Agent, either (i)
arrange for the issuer and any confirmer of such letter of credit to consent to
an assignment to the Administrative Agent of the proceeds of any drawing under
the letter of credit or (ii) arrange for the Administrative Agent to become the
transferee beneficiary of such letter of credit, with the Administrative Agent
agreeing, in each case, that the proceeds of any drawing under the letter of
credit are to be applied as provided in the Credit Agreement.

(f)
Commercial Tort Claims. As of the date hereof it holds no Commercial
Tort Claims other than those listed in Schedule 14 annexed to the
Perfection Certificate. If any Pledgor shall at any time hold or acquire a
Commercial Tort Claim having a 17 value individually or in the aggregate in
excess of $100,000, such Pledgor shall immediately notify the Administrative
Agent in writing signed by such Pledgor of the brief details thereof and grant
to the Administrative Agent in such writing a security interest therein and in
the Proceeds thereof, all upon the terms of this Agreement, with such writing
to be in form and substance satisfactory to the Administrative Agent.

(g)
Landlord Lien Waivers/Bailee Letters/Processor Agreements. After the
payment in full of the Revolving Credit Indebtedness and the termination of the
Revolving Credit Documents, to the extent required under the Credit Agreement,
such Pledgor shall obtain a waiver of bailees, landlords or other applicable
possessory lien and obtain a bailee letter, landlord lien waiver or processor
agreement, as applicable and in form and substance reasonably satisfactory to
the Administrative Agent, from each bailee, landlord and third party processor
who from time to time has possession of Pledged Collateral or who leases or
subleases premises to such Pledgor at which Pledged Collateral is located.

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Section
3.5 Joinder of Additional Pledgors. The Pledgors shall cause each
Subsidiary of the Borrowers which, from time to time, after the date hereof
shall be required to pledge any assets to the Administrative Agent for the
benefit of the Secured Parties pursuant to the provisions of the Credit
Agreement, to execute and deliver to the Administrative Agent (i) a Joinder
Agreement substantially in the form of Exhibit 3 annexed hereto within five (5)
Business Days on which it was acquired or created and (ii) a Perfection
Certificate, in each case, within five (5) Business Days of the date on which
it was acquired or created and, upon such execution and delivery, such
Subsidiary shall constitute a Borrower or Guarantor, as applicable, and a
Pledgor for all purposes hereunder with the same force and effect as if
originally named as a Borrower or Guarantor, as applicable, and Pledgor herein.
The execution and delivery of such Joinder Agreement shall not require the
consent of any Pledgor hereunder. The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Borrower, Guarantor and Pledgor as a party to this Agreement.

Section
3.6 Supplements; Further Assurances. Each Pledgor shall take such
further actions, and execute and deliver to the Administrative Agent such
additional assignments, agreements, supplements, powers and instruments, as the
Administrative Agent may in its reasonable judgment deem necessary or
appropriate, wherever required by law, in order to perfect, preserve and
protect the security interest in the Pledged Collateral as provided herein and
the rights and interests granted to the Administrative Agent hereunder, to carry
into effect the purposes hereof or better to assure and confirm unto the
Administrative Agent or permit the Administrative Agent to exercise and enforce
its rights, powers and remedies hereunder with respect to any Pledged
Collateral. Without limiting the generality of the foregoing, each Pledgor
shall make, execute, endorse, acknowledge, file or refile and/or deliver to the
Administrative Agent from time to time upon reasonable request such lists,
descriptions and designations of the Pledged Collateral, copies of warehouse
receipts, receipts in the nature of warehouse receipts, bills of lading,
documents of title, vouchers, invoices, schedules, confirmatory assignments,
supplements, additional security agreements, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments. If an Event of Default has occurred and is
continuing, the Administrative Agent may institute and maintain, in its own
name or in the name of any Pledgor, such suits and proceedings as the
Administrative Agent may be advised by counsel shall be necessary or expedient
to prevent any impairment of the security interest in or the perfection thereof
in the Pledged Collateral. All of the foregoing shall be at the sole cost and
expense of the Pledgors. The Pledgors and the Administrative Agent acknowledge
that this Agreement is intended to grant to the Administrative Agent for the
benefit of the Secured Parties a security interest in and Lien upon the Pledged
Collateral and shall not constitute or create a present assignment of any of
the Pledged Collateral.

ARTICLE IV.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each
Pledgor represents, warrants and covenants as follows:

Section
4.1 Title. No financing statement or other public notice with respect to
all or any part of the Pledged Collateral is on file or of record in any public
office, except such as

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have been
filed in favor of the Administrative Agent pursuant to this Agreement or as are
permitted by the Credit Agreement. No Person other than the Administrative
Agent has control or possession of all or any part of the Pledged Collateral,
except as permitted by the Credit Agreement.

Section
4.2 Limitation on Liens; Defense of Claims; Transferability of Pledged
Collateral. Each Pledgor is as of the date hereof, and, as to Pledged
Collateral acquired by it from time to time after the date hereof, such Pledgor
will be, the sole direct and beneficial owner of all Pledged Collateral pledged
by it hereunder free from any Lien or other right, title or interest of any
Person other than the Permitted Liens. Each Pledgor shall, at its own cost and
expense, defend title to the Pledged Collateral pledged by it hereunder and the
security interest therein and Lien thereon granted to the Administrative Agent
and the priority thereof against all claims and demands of all Persons, at its
own cost and expense, at any time claiming any interest therein adverse to the
Administrative Agent or any other Secured Party other than Permitted Liens.
There is no agreement, and no Pledgor shall enter into any agreement or take
any other action, that would restrict the transferability of any of the Pledged
Collateral or otherwise impair or conflict with such Pledgors obligations or
the rights of the Administrative Agent hereunder.

Section
4.3 Chief Executive Office; Change of Name; Jurisdiction of Organization.
(a) The exact legal name, type of organization, jurisdiction of organization,
Federal Taxpayer Identification Number, organizational identification number
(if any) and chief executive office of such Pledgor is indicated set forth in Schedules
1(a) and 2(a) annexed to the Perfection Certificate. Such Pledgor
shall not change (i) its corporate name, (ii) the location of its chief
executive office, its principal place of business, any office in which it
maintains books or records relating to Pledged Collateral owned by it or any
office or facility at which Pledged Collateral owned by it is located
(including the establishment of any such new office or facility), (iii) its
identity or type of organization or corporate structure, (iv) its Federal
Taxpayer Identification Number or organizational identification number or (v)
its jurisdiction of organization (in each case, including, without limitation,
by merging with or into any other entity, reorganizing, dissolving,
liquidating, reincorporating or incorporating in any other jurisdiction),
except in accordance with Section 5.13 of the Credit Agreement. Each Pledgor
agrees to promptly provide the Administrative Agent with certified
organizational documents reflecting any of the changes described in the
preceding sentence.

(a)
To the extent that UCC financing statements of the Pledgors need to be amended
as a result of any of the changes described in Section 4.3(a), if any
Pledgor fails to provide information to the Administrative Agent about such
changes on a timely basis, the Administrative Agent shall not be liable or
responsible to any party for any failure to maintain a perfected security
interest in such Pledgors property constituting Pledged Collateral, for which
the Administrative Agent needed to have information relating to such changes.
The Administrative Agent shall have no duty to inquire about such changes if
any Pledgor does not inform the Administrative Agent of such changes, the
parties acknowledging and agreeing that it would not be feasible or practical
for the Administrative Agent to search for information on such changes if such
information is not provided by any Pledgor.

Section
4.4 Location of Collateral.. All Collateral of such Pledgor is
located at the locations listed in Schedules 2(a) through 2(e)
annexed to the Perfection Certificate. Except

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as expressly
permitted herein or in the Credit Agreement, such Pledgor shall not move any
Collateral to any location other than one within the continental United States
that is listed in such Schedules of the Perfection Certificate unless and until
(i) it shall have given the Administrative Agent not less than 30 days prior
written notice (in the form of an officers certificate) of its intention so to
do, clearly describing such new location within the continental United States
and providing such other information in connection therewith as the
Administrative Agent may request and (ii) with respect to such new location,
such Pledgor shall have taken all action reasonably satisfactory to the
Administrative Agent to maintain the perfection and priority of the security
interest of the Administrative Agent for the benefit of the Secured Parties in
the Pledged Collateral intended to be granted hereby, including, without
limitation, complying with the provisions of Section 3.4(g) to obtain a
waiver of any bailees, landlords or other applicable possessory lien and
obtain a bailee letter, landlord lien waiver or processor agreement, as
applicable.

Section
4.5 Condition and Maintenance of Equipment. The Equipment of such
Pledgor is in good repair, working order and condition, reasonable wear and
tear excepted. Each Pledgor shall cause the Equipment to be maintained and
preserved in good repair, working order and condition, reasonable wear and tear
excepted, and shall as quickly as commercially practicable make or cause to be
made all repairs, replacements and other improvements which are necessary or
appropriate in the conduct of such Pledgors business.

Section
4.6 Corporate Names; Prior Transactions. Such Pledgor has not, during
the past five years, been known by or used any other corporate or fictitious
name or been a party to any merger or consolidation, or acquired all or
substantially all of the assets of any Person, or acquired any of its property
or assets out of the ordinary course of business, except as set forth in Schedules
1(b), 1(c) and 3 annexed to the Perfection Certificate.

Section
4.7 Due Authorization and Issuance. All of the Initial Pledged Shares have
been, and to the extent any Pledged Shares are hereafter issued, such shares
will be, upon such issuance, duly authorized, validly issued and fully paid and
non-assessable. All of the Initial Pledged Interests have been fully paid for,
and there is no amount or other obligation owing by any Pledgor to any issuer
of the Initial Pledged Interests in exchange for or in connection with the
issuance of the Initial Pledged Interests or any Pledgors status as a partner
or a member of any issuer of the Initial Pledged Interests.

Section
4.8 No Claims. Such Pledgor owns or has rights to use all of the Pledged
Collateral pledged by it hereunder and all rights with respect to any of the
foregoing used in, necessary for or material to such Pledgors business as
currently conducted. The use by such Pledgor of such Pledged Collateral and all
such rights with respect to the foregoing do not infringe on the rights of any
Person other than such infringement which would not, individually or in the aggregate,
result in a Material Adverse Effect. No claim has been made and remains
outstanding that such Pledgors use of any Pledged Collateral does or may
violate the rights of any third Person that would individually, or in the
aggregate, have a Material Adverse Effect.

Section
4.9 No Conflicts, Consents, etc. Other than the filing, registrations
and recordings described in Section 3.3, no consent of any party
(including, without limitation, equity holders or creditors of such Pledgor)
and no consent, authorization, approval, license or

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other action
by, and no notice to or filing with, any Governmental Authority or regulatory
body or other Person is required (A) for the pledge by such Pledgor of the
Pledged Collateral pledged by it pursuant to this Agreement or for the
execution, delivery or performance hereof by such Pledgor, (B) for the exercise
by the Administrative Agent of the voting or other rights provided for in this
Agreement or (C) for the exercise by the Administrative Agent of the remedies
in respect of the Pledged Collateral pursuant to this Agreement. In the event
that the Administrative Agent desires to exercise any remedies, voting or
consensual rights or attorney-in-fact powers set forth in this Agreement and
determines it necessary to obtain any approvals or consents of any Governmental
Authority or any other Person therefor, then, upon the reasonable request of
the Administrative Agent, such Pledgor agrees to use its best efforts to assist
and aid the Administrative Agent to obtain as soon as practicable any necessary
approvals or consents for the exercise of any such remedies, rights and powers.

Section
4.10 Pledged Collateral. All information set forth herein and all
information contained in any documents, schedules and lists heretofore
delivered to any Secured Party in connection with this Agreement, in each case,
relating to the Pledged Collateral (including all information set forth on the
schedules annexed to the Perfection Certificate), is accurate and complete in
all material respects. Pledgors shall deliver to the Administrative Agent a
Perfection Certificate Supplement on an annual basis as required under the
Credit Agreement.

Section
4.11 Insurance. In the event that the proceeds of any insurance claim
are paid after the Administrative Agent has exercised its right to foreclose
after an Event of Default such Net Cash Proceeds shall be paid to the
Administrative Agent to be applied in accordance with the provisions of Section
8.02 of the Credit Agreement. The Administrative Agent shall retain its
interest in the insurance policies required to be maintained pursuant to the
Credit Agreement during any redemption period.

Section
4.12 Payment of Taxes; Compliance with Laws; Contested Liens; Claims.
Each Pledgor represents and warrants that all Claims imposed upon or assessed
against the Pledged Collateral have been paid and discharged except to the
extent such Claims are permitted to exist or be contested under the Credit
Agreement. Each Pledgor shall comply with all Requirements of Law applicable to
the Pledged Collateral the failure with which to comply would, individually or
in the aggregate, have a Material Adverse Effect. Each Pledgor may at its own
expense contest the validity, amount or applicability of any Claims so long as
the contest thereof shall be conducted in accordance with, and permitted
pursuant to the provisions of, the Credit Agreement. Notwithstanding the
foregoing provisions of this Section 4.12, no contest of any such
obligation may be pursued by such Pledgor if such contest would expose the
Administrative Agent or any other Secured Party to (i) any possible criminal
liability or (ii) any additional civil liability for failure to comply with
such obligations unless such Pledgor shall have furnished a bond or other
security therefor satisfactory to the Administrative Agent, or such Secured
Party, as the case may be.

Section
4.13 Access to Pledged Collateral, Books and Records; Other Information.
Upon reasonable prior notice to each Pledgor, the Administrative Agent, its
agents, accountants and attorneys shall have full and free access to visit and
inspect, as applicable, during normal business hours and such other reasonable
times as may be requested by the

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Administrative
Agent, all of the Pledged Collateral and Mortgaged Property including, without
limitation, all of the books, correspondence and records of such Pledgor
relating thereto. The Administrative Agent and its representatives may examine
the same, take extracts therefrom and make photocopies thereof, and such
Pledgor agrees to render to the Administrative Agent, at such Pledgors cost
and expense, such clerical and other assistance as may be reasonably requested
by the Administrative Agent with regard thereto. Such Pledgor shall, at any and
all times, within a reasonable time after written request by the Administrative
Agent, furnish or cause to be furnished to the Administrative Agent, in such
manner and in such detail as may be reasonably requested by the Administrative
Agent, additional information with respect to the Pledged Collateral.

Section
4.14 Third Party Consents Relating to Intellectual Property Collateral.
Each Pledgor shall use reasonable commercial efforts to obtain the consent of
third parties to the extent such consent is necessary or desirable to create a
valid, perfected security interest in favor of the Administrative Agent in any
Intellectual Property Collateral, including, without limitation, intent-to-use
trademark applications.

ARTICLE V.

CERTAIN PROVISIONS CONCERNING SECURITIES
COLLATERAL

Section
5.1 Pledge of Additional Securities Collateral. Each Pledgor shall, upon
obtaining any additional Securities Collateral, accept the same in trust for
the benefit of the Administrative Agent and forthwith deliver to the
Administrative Agent a pledge amendment, duly executed by such Pledgor, in
substantially the form of Exhibit 2 annexed hereto (each, a Pledge
Amendment), and the certificates and other documents to the extent
required under Section 3.1 and Section 3.2 hereof in respect of
the additional Pledged Securities or under Section 3.4(a) in respect of
additional Pledged Notes which are to be pledged pursuant to this Agreement,
and confirming the attachment of the Lien hereby created on and in respect of
such additional Pledged Securities or Pledged Notes. Each Pledgor hereby
authorizes the Administrative Agent to attach each Pledge Amendment to this
Agreement and agrees that all Pledged Securities or Pledged Notes listed on any
Pledge Amendment delivered to the Administrative Agent or the Revolving Credit
Agent shall for all purposes hereunder be considered Pledged Collateral.

Section
5.2 Voting Rights; Distributions; etc.

(a)
So long as no Event of Default shall have occurred and be continuing:

(i)
Each Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Securities Collateral or any part thereof
for any purpose not inconsistent with the terms or purposes hereof, the Credit
Agreement or any other document evidencing the Obligations.

(ii)
Each Pledgor shall be entitled to receive and retain any and all Distributions,
but only if and to the extent made in accordance with the provisions of the
Credit

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Agreement; provided,
however, that any and all such Distributions made at any time after the
payment in full of the Revolving Credit Indebtedness and the termination of the
Revolving Credit Documents and consisting of rights or interests in the form of
securities shall be forthwith delivered to the Administrative Agent to hold as
Pledged Collateral and shall, if received by any Pledgor, be received in trust
for the benefit of the Administrative Agent, be segregated from the other
property or funds of such Pledgor and be forthwith delivered to the
Administrative Agent as Pledged Collateral in the same form as so received
(with any necessary endorsement).

(iii)
The Administrative Agent shall be deemed without further action or formality to
have granted to each Pledgor all necessary consents relating to voting rights
and shall, if necessary, upon written request of any Pledgor and at the sole
cost and expense of the Pledgors, from time to time execute and deliver (or
cause to be executed and delivered) to such Pledgor all such instruments as
such Pledgor may reasonably request in order to permit such Pledgor to exercise
the voting and other rights which it is entitled to exercise pursuant to Section
5.2(a)(i) hereof and to receive the Distributions which it is authorized to
receive and retain pursuant to Section 5.2(a)(ii) hereof.

(b)
Upon the occurrence and during the continuance of any Event of Default at any
time after the payment in full of the Revolving Credit Indebtedness and the
termination of the Revolving Credit Documents:

(i)
All rights of each Pledgor to exercise the voting and other consensual rights
it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i)
hereof shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall thereupon have the sole right to exercise
such voting and other consensual rights.

(ii)
All rights of each Pledgor to receive Distributions which it would otherwise be
authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof
shall cease and all such rights shall thereupon become vested in the
Administrative Agent, which shall thereupon have the sole right to receive and
hold as Pledged Collateral such Distributions;

provided, that, upon a waiver or cure, if any,
of such Event of Default, the rights of the Pledgor under such Sections
5.2(a)(i) and 5.2 (a)(ii) shall revert to such Pledgor.

(c)
Each Pledgor shall, at its sole cost and expense, from time to time execute and
deliver to the Administrative Agent appropriate instruments as the
Administrative Agent may reasonably request in order to permit the
Administrative Agent to exercise the voting and other rights which it may be
entitled to exercise pursuant to Section 5.2(b)(i) hereof and to receive
all Distributions which it may be entitled to receive under Section
5.2(b)(ii) hereof.

(d)
All Distributions which are received by any Pledgor contrary to the provisions
of Section 5.2(a)(ii) or Section 5.2(b)(ii) hereof shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other funds of such Pledgor and shall immediately be paid over
to the Administrative Agent as Pledged Collateral in the same form as so
received (with any necessary endorsement).

Section
5.3 Operative Agreements. Each Pledgor has delivered to the
Administrative Agent true, correct and complete copies of the Operative
Agreements. The

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Operative
Agreements are in full force and effect, have not as of the date hereof been
amended or modified except as disclosed to the Administrative Agent, and there
is no existing default by any party thereunder or any event which, with the
giving of notice or passage of time or both, would constitute a default by any
party thereunder. Each Pledgor shall deliver to the Administrative Agent a copy
of any notice of default given or received by it under any Operative Agreement
within ten (10) days after such Pledgor gives or receives such notice. No
Pledgor will terminate or agree to terminate any Operative Agreement or make
any amendment or modification to any Operative Agreement except as expressly
permitted by the terms of the Credit Agreement.

Section
5.4 Defaults, etc. Such Pledgor is not in default in the payment of any
portion of any mandatory capital contribution, if any, required to be made
under any agreement to which such Pledgor is a party relating to the Pledged
Securities pledged by it, and such Pledgor is not in violation of any other
provisions of any such agreement to which such Pledgor is a party, or otherwise
in default or violation thereunder. No Securities Collateral pledged by such
Pledgor is subject to any defense, offset or counterclaim, nor have any of the
foregoing been asserted or alleged against such Pledgor by any Person with
respect thereto, and as of the date hereof, there are no certificates,
instruments, documents or other writings (other than the Operative Agreements
and certificates, if any, delivered to the Revolving Credit Agent) which
evidence any Pledged Securities of such Pledgor.

Section
5.5 Certain Agreements of Pledgors As Issuers and Holders of Equity
Interests.

(i)
In the case of each Pledgor which is an issuer of Securities Collateral, such
Pledgor agrees to be bound by the terms of this Agreement relating to the
Securities Collateral issued by it and will comply with such terms insofar as
such terms are applicable to it.

(ii)
In the case of each Pledgor which is a partner or member in a partnership,
limited liability company or other entity, such Pledgor hereby consents to the
extent required by the applicable Operative Agreement to the pledge by each
other Pledgor, pursuant to the terms hereof, of the Pledged Interests in such
partnership, limited liability company or other entity and, upon the occurrence
and during the continuance of an Event of Default, to the transfer of such
Pledged Interests to the Administrative Agent or its nominee and to the
substitution of the Administrative Agent or its nominee as a substituted
partner or member in such partnership, limited liability company or other
entity with all the rights, powers and duties of a general partner or a limited
partner or member, as the case may be.

ARTICLE VI.

CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL

Section
6.1 Grant of License. For the purpose of enabling the Administrative
Agent, during the continuance of an Event of Default, to exercise rights and
remedies under Article IX hereof at such time as the Administrative Agent shall
be lawfully entitled to exercise

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such rights
and remedies, and for no other purpose, each Pledgor hereby grants to the
Administrative Agent, to the extent assignable, an irrevocable, non-exclusive
license (exercisable without payment of royalty or other compensation to such
Pledgor) to use, assign, license or sublicense any of the Intellectual Property
Collateral now owned or hereafter acquired by such Pledgor, wherever the same
may be located, including in such license access to all media in which any
of the licensed items may be recorded or stored and to all computer programs
used for the compilation or printout hereof.

Section
6.2 Registrations. Except pursuant to Licenses that are listed in Schedules
13(a) and 13(b) annexed to the Perfection Certificate, and except as
permitted by the Credit Agreement, on and as of the date hereof (i) one Pledgor
owns or at least one Pledgor possesses the right to use any Copyright, Patent
or Trademark listed in Schedules 13(a) and 13(b) annexed to the
Perfection Certificate, (ii) no Pledgor has granted permission to enable any
other Person to use, any Copyright, Patent or Trademark listed in Schedules
13(a) and 13(b) annexed to the Perfection Certificate, and (iii) all
registrations listed in Schedules 13(a) and 13(b) annexed to the
Perfection Certificate are valid and in full force and effect.

Section
6.3 No Violations or Proceedings. To each Pledgors knowledge, on and as
of the date hereof, there is no material violation by others of any right of
such Pledgor with respect to any Copyright, Patent or Trademark listed in
Schedules 13(a)and 13(b) annexed to the Perfection Certificate, respectively,
pledged by it under the name of such Pledgor.

Section
6.4 Protection of Administrative Agents Security. On a continuing
basis, each Pledgor shall, at its sole cost and expense, (a) promptly following
its becoming aware thereof, notify the Administrative Agent of (i) any
materially adverse determination in any proceeding in the United States Patent
and Trademark Office or the United States Copyright Office with respect to any
material Patent, Trademark or Copyright or (ii) the institution of any
proceeding or any adverse determination in any Federal, state or local court or
administrative body regarding such Pledgors claim of ownership in or right to
use any of the Intellectual Property Collateral material to the use and operation
of the Pledged Collateral or Mortgaged Property, its right to register such
Intellectual Property Collateral or its right to keep and maintain such
registration in full force and effect, (b) maintain and protect the
Intellectual Property Collateral material to the use and operation of the
Pledged Collateral or Mortgaged Property as presently used and operated and as
contemplated by the Credit Agreement, (c) not permit to lapse or become
abandoned any Intellectual Property Collateral material to the use and
operation of the Pledged Collateral or Mortgaged Property as presently used and
operated and as contemplated by the Credit Agreement, and not settle or
compromise any pending or future litigation or administrative proceeding with
respect to such Intellectual Property Collateral, in each case except as shall
be consistent with commercially reasonable business judgment, (d) upon such
Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent
in writing of any event which may be reasonably expected to materially and
adversely affect the value or utility of the Intellectual Property Collateral
or any portion thereof material to the use and operation of the Pledged
Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative
Agent to dispose of the Intellectual Property Collateral or any portion thereof
or the rights and remedies of the Administrative Agent in relation thereto
including, without limitation, a levy or threat of levy or any legal process
against the Intellectual Property Collateral or any portion thereof, (e) not
license the Intellectual Property Collateral other than licenses

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entered into
by such Pledgor in, or incidental to, the ordinary course of business or in
connection with the sale of the Gorham silver business as contemplated by the
Credit Agreement, or amend or permit the amendment of any of the licenses in a
manner that materially and adversely affects the right to receive payments
thereunder, or in any manner that would materially impair the value of the
Intellectual Property Collateral or the Lien on and security interest in the
Intellectual Property Collateral intended to be granted to the Administrative
Agent for the benefit of the Secured Parties, without the consent of the
Administrative Agent, (f) until the Administrative Agent exercises its rights
to make collection, diligently keep adequate records respecting the
Intellectual Property Collateral and (g) furnish to the Administrative Agent
from time to time upon the Administrative Agents reasonable request therefor
detailed statements and amended schedules further identifying and describing
the Intellectual Property Collateral and such other materials evidencing or
reports pertaining to the Intellectual Property Collateral as the Administrative
Agent may from time to time reasonably request. Notwithstanding the foregoing
nothing herein shall prevent any Pledgor from selling, disposing of or
otherwise using any Intellectual Property Collateral as permitted under the
Credit Agreement.

Section
6.5 After-Acquired Property. If any Pledgor shall, at any time before
the Obligations have been paid in full in cash, (a) obtain any rights to any
additional Intellectual Property Collateral or (b) become entitled to the
benefit of any additional Intellectual Property Collateral or any renewal or
extension thereof, including any reissue, division, continuation, or
continuation-in-part of any Intellectual Property Collateral, or any
improvement on any Intellectual Property Collateral, the provisions hereof
shall automatically apply thereto and any such item enumerated in clause (a) or
(b) of this Section 6.5with respect to such Pledgor shall automatically
constitute Intellectual Property Collateral if such would have constituted Intellectual
Property Collateral at the time of execution hereof and be subject to the Lien
and security interest created by this Agreement without further action by any
party. Each Pledgor shall promptly (i) provide to the Administrative Agent
written notice of any of the foregoing and (ii) confirm the attachment of the
Lien and security interest created by this Agreement to any rights described in
clauses (a) and (b) of the immediately preceding sentence of this Section 6.5
by execution of an instrument in form reasonably acceptable to the
Administrative Agent.

Section
6.6 Modifications. Each Pledgor authorizes the Administrative Agent to
modify this Agreement by amending Schedules 13(a)and 13(b)annexed to the Perfection Certificate to include any Intellectual Property
Collateral acquired or arising after the date hereof of such Pledgor including,
without limitation, any of the items listed in Section 6.5 hereof.

Section
6.7 Litigation. Unless there shall occur and be continuing any Event of
Default, each Pledgor shall have the right to commence and prosecute in its own
name, as the party in interest, for its own benefit and at the sole cost and
expense of the Pledgors, such applications for protection of the Intellectual
Property Collateral and suits, proceedings or other actions to prevent the
infringement, counterfeiting, unfair competition, dilution, diminution in value
or other damage as are necessary to protect the Intellectual Property
Collateral. Upon the occurrence and during the continuance of any Event of
Default, the Administrative Agent shall have the right but shall in no way be
obligated to file applications for protection of the Intellectual Property
Collateral in the name of the appropriate Pledgor and/or bring suit in the name
of any Pledgor, the Administrative Agent or the Secured Parties to enforce the
Intellectual Property Collateral and any license thereunder. In the event of
such suit, each Pledgor shall, at

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the reasonable
request of the Administrative Agent, do any and all lawful acts and execute any
and all documents reasonably requested by the Administrative Agent in aid of
such enforcement and the Pledgors shall promptly reimburse and indemnify the
Administrative Agent, as the case may be, for all costs and expenses reasonably
incurred by the Administrative Agent in the exercise of its rights under this Section
6.7in accordance with Section 11.3 hereof. In the event that the
Administrative Agent shall elect not to bring suit to enforce the Intellectual
Property Collateral, each Pledgor agrees, at the reasonable request of the
Administrative Agent, to take all commercially reasonable actions necessary,
whether by suit, proceeding or other action, to prevent the infringement,
counterfeiting, unfair competition, dilution, diminution in value of or other
damage to any of the Intellectual Property Collateral by others and for that
purpose agrees to diligently maintain any suit, proceeding or other action
against any Person so infringing necessary to prevent such infringement.

Section
6.8 U.S. Intent-to-Use Trademark Applications. Notwithstanding the
provisions of Section 2.1, Article VIand Section 9.6, the Administrative Agent
acquires no security interest or other rights in the United States for any
Trademark that is the subject of an intent-to-use application before the U.S.
Patent and Trademark Office until such time as a verified amendment to allege
use or verified statement of use is filed with the U.S. Patent and Trademark
Office for such application or the Administrative Agent arranges for an
assignment of such Trademarks from the Administrative Agent to a purchaser that
would satisfy the requirements of Section 10 of the Lanham Act, 15 U.S.C.
Section 1060. At the time the Administrative Agent seeks to transfer all other
Trademarks pursuant to Section 6.1, it may also transfer any U.S. intent-to-use
applications provided that such applications satisfy the conditions of the
preceding sentence. In Schedule 13(a)and 13(b)annexed to the Perfection
Certificate and in any reports produced under this Article VI, each Pledgor
shall clearly identify each U.S. intent-to-use trademark application for which
a verified amendment to allege use or statement of use has not been filed.

ARTICLE VII.

CERTAIN PROVISIONS CONCERNING ACCOUNTS

Section
7.1 Special Representations and Warranties. As of the time when each of
its Accounts arises, each Pledgor shall be deemed to have represented and
warranted that such Account and all records, papers and documents relating
thereto (a) are genuine and correct and in all material respects what they
purport to be, (b) represent the legal, valid and binding obligation of the
account debtor, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors rights generally or by equitable principles relating to
enforceability, evidencing indebtedness unpaid and owed by such account debtor,
arising out of the performance of labor or services or the sale, lease,
license, assignment or other disposition and delivery of the goods or other
property listed therein or out of an advance or a loan, (c) are in all material
respects in compliance and conform with all applicable Federal, state and local
laws and applicable laws of any relevant foreign jurisdiction.

Section 7.2
Maintenance of Records. Each Pledgor shall keep and maintain at its own
cost and expense complete records of each Account, in a manner consistent with
prudent business practice, including, without limitation, records of all
payments received, all credits

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granted
thereon, all merchandise returned and all other documentation relating thereto.
Each Pledgor shall, at such Pledgors sole cost and expense, upon the
Administrative Agents demand made at any time after the occurrence and during
the continuance of any Event of Default at any time after the payment in full
of the Revolving Credit Indebtedness and the termination of the Revolving Credit
Documents, deliver all tangible evidence of Accounts, including, without
limitation, all documents evidencing Accounts and any books and records
relating thereto to the Administrative Agent or to its representatives (copies
of which evidence and books and records may be retained by such Pledgor). Upon
the occurrence and during the continuance of any Event of Default at any time
after the payment in full of the Revolving Credit Indebtedness and the
termination of the Revolving Credit Documents, the Administrative Agent may
transfer a full and complete copy of any Pledgors books, records, credit
information, reports, memoranda and all other writings relating to the Accounts
to and for the use by any person that has acquired or is contemplating
acquisition of an interest in the Accounts or the Administrative Agents
security interest therein without the consent of any Pledgor.

Section
7.3 Legend. Each Pledgor shall legend, at the request of the
Administrative Agent, made at any time after the occurrence of any Event of
Default at any time after the payment in full of the Revolving Credit
Indebtedness and the termination of the Revolving Credit Documents and in form
and manner satisfactory to the Administrative Agent, the Accounts and the other
books, records and documents of such Pledgor evidencing or pertaining to the
Accounts with an appropriate reference to the fact that the Accounts have been
assigned to the Administrative Agent for the benefit of the Secured Parties and
that the Administrative Agent has a security interest therein.

Section
7.4 Modification of Terms, etc. No Pledgor shall rescind or cancel any
indebtedness evidenced by any Account or modify any term thereof or make any
adjustment with respect thereto except in the ordinary course of business
consistent with prudent business practice, or extend or renew any such
indebtedness except in the ordinary course of business consistent with prudent
business practice or compromise or settle any dispute, claim, suit or legal
proceeding relating thereto or sell any Account or interest therein except in
the ordinary course of business consistent with prudent business practice
without the prior written consent of the Administrative Agent. Each Pledgor
shall timely fulfill all obligations on its part to be fulfilled under or in
connection with the Accounts.

Section
7.5 Collection. Each Pledgor shall cause to be collected from the
account debtor of each of the Accounts, as and when due in the ordinary course
of business consistent with prudent business practice (including, without
limitation, Accounts that are delinquent, such Accounts to be collected in
accordance with generally accepted commercial collection procedures), any and
all amounts owing under or on account of such Account, and apply forthwith upon
receipt thereof all such amounts as are so collected to the outstanding balance
of such Account, except that any Pledgor may, with respect to an Account, allow
in the ordinary course of business (i) a refund or credit due as a result of
returned or damaged or defective merchandise and (ii) such extensions of time
to pay amounts due in respect of Accounts and such other modifications of
payment terms or settlements in respect of Accounts as shall be commercially
reasonable in the circumstances, all in accordance with such Pledgors ordinary
course of business consistent with its collection practices as in effect from
time to time. The costs and expenses (including, without limitation, attorneys
fees) of collection, in any case,

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whether
incurred by any Pledgor, the Administrative Agent or any Secured Party, shall
be paid by the Pledgors.

ARTICLE VIII.

TRANSFERS AND OTHER LIENS

Section
8.1 Transfers of and other Liens on Pledged Collateral. No Pledgor shall
(i) sell, convey, assign or otherwise dispose of, or grant any option with
respect to, or (ii) grant, convey or permit to exist any Lien on, any of the
Pledged Collateral pledged by it hereunder except, in each case, as permitted
by the Credit Agreement.

ARTICLE IX.
REMEDIES

Section
9.1 Remedies. (a) Upon the occurrence and during the continuance of any
Event of Default the Administrative Agent may from time to time exercise the
following rights and remedies (alternatively, successively or concurrently on
any one or more occasions) in respect of the Pledged Collateral, in addition to
the other rights and remedies provided for herein or otherwise available to it:

(i)
Personally, or by agents or attorneys, immediately take possession of the
Pledged Collateral or any part thereof, from any Pledgor or any other Person
who then has possession of any part thereof with or without notice or process
of law, and for that purpose may enter upon any Pledgors premises where any of
the Pledged Collateral is located, remove such Pledged Collateral, remain
present at such premises to receive copies of all communications and
remittances relating to the Pledged Collateral and use in connection with such
removal and possession any and all services, supplies, aids and other
facilities of any Pledgor;

(ii)
Demand, sue for, collect or receive any money or property at any time payable
or receivable in respect of the Pledged Collateral including, without
limitation, instructing the obligor or obligors on any agreement, instrument or
other obligation constituting part of the Pledged Collateral to make any
payment required by the terms of such agreement, instrument or other obligation
directly to the Administrative Agent, and in connection with any of the
foregoing, compromise, settle, extend the time for payment and make other
modifications with respect thereto; provided, however, that in the event that
any such payments are made directly to any Pledgor, prior to receipt by any
such obligor of such instruction, such Pledgor shall segregate all amounts
received pursuant thereto in trust for the benefit of the Administrative Agent
and shall promptly (but in no event later than one (1) Business Day after
receipt thereof) pay such amounts to the Administrative Agent;

(iii)
Sell, assign, grant a license to use or otherwise liquidate, or direct any
Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and
all investments made in whole or in part with the Pledged Collateral or any
part thereof, and take possession of the proceeds of any such sale, assignment,
license or liquidation;

(iv)
Take possession of the Pledged Collateral or any part thereof, by directing any
Pledgor in writing to deliver the same to the Administrative Agent at any place
or

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places so
designated by the Administrative Agent, in which event such Pledgor shall at
its own expense: (A) forthwith cause the same to be moved to the place or
places designated by the Administrative Agent and there delivered to the
Administrative Agent, (B) store and keep any Pledged Collateral so delivered to
the Administrative Agent at such place or places pending further action by the
Administrative Agent and (C) while the Pledged Collateral shall be so stored
and kept, provide such security and maintenance services as shall be necessary
to protect the same and to preserve and maintain them in good condition. Each
Pledgors obligation to deliver the Pledged Collateral as contemplated in this
Section 9.1(a)(iv) is of the essence hereof. Upon application to a court of
equity having jurisdiction, the Administrative Agent shall be entitled to a
decree requiring specific performance by any Pledgor of such obligation;

(v)
Withdraw all moneys, instruments, securities and other property in any bank,
financial securities, deposit or other account of any Pledgor constituting
Pledged Collateral for application to the Obligations as provided in Article X
hereof;

(vi)
Retain and apply the Distributions to the Obligations as provided in Article X hereof;

(vii)
Exercise any and all rights as beneficial and legal owner of the Pledged
Collateral, including, without limitation, perfecting assignment of and
exercising any and all voting, consensual and other rights and powers with
respect to any Pledged Collateral; and

(viii)
Exercise all the rights and remedies of a secured party under the UCC, and the
Administrative Agent may also in its sole discretion, without notice except as
specified in Section 9.2 hereof, sell, assign or grant a license to use the
Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, brokers board or at any of the Administrative
Agents offices or elsewhere, for cash, on credit or for future delivery, and
at such price or prices and upon such other terms as the Administrative Agent
may deem commercially reasonable. The Administrative Agent or any other Secured
Party or any of their respective Affiliates may be the purchaser, licensee,
assignee or recipient of any or all of the Pledged Collateral at any such sale
and shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of the Pledged Collateral
sold, assigned or licensed at such sale, to use and apply any of the
Obligations owed to such Person as a credit on account of the purchase price of
any Pledged Collateral payable by such Person at such sale. Each purchaser,
assignee, licensee or recipient at any such sale shall acquire the property
sold, assigned or licensed absolutely free from any claim or right on the part
of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted
by law, all rights of redemption, stay and/or appraisal which it now has or may
at any time in the future have under any rule of law or statute now existing or
hereafter enacted. The Administrative Agent shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been given. The
Administrative Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law,
any claims against the Administrative Agent arising by reason of the fact that
the price at which any Pledged Collateral may have been sold, assigned or
licensed at such a private sale was less than the price which might have been
obtained at a public sale,

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even if the
Administrative Agent accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree.

Section
9.2 Notice of Sale. Each Pledgor acknowledges and agrees that, to the
extent notice of sale or other disposition of Pledged Collateral shall be
required by law, ten (10) days prior notice to such Pledgor of the time and
place of any public sale or of the time after which any private sale or other
intended disposition is to take place shall be commercially reasonable
notification of such matters. No notification need be given to any Pledgor if
it has signed, after the occurrence of an Event of Default, a statement
renouncing or modifying (as permitted under law) any right to notification of
sale or other intended disposition.

Section
9.3 Waiver of Notice and Claims. Each Pledgor hereby waives, to the
fullest extent permitted by applicable law, notice or judicial hearing in
connection with the Administrative Agents taking possession or the
Administrative Agents disposition of any of the Pledged Collateral, including,
without limitation, any and all prior notice and hearing for any prejudgment
remedy or remedies and any such right which such Pledgor would otherwise have
under law, and each Pledgor hereby further waives, to the fullest extent
permitted by applicable law: (a) all damages occasioned by such taking of
possession, (b) all other requirements as to the time, place and terms of sale
or other requirements with respect to the enforcement of the Administrative
Agents rights hereunder and (c) all rights of redemption, appraisal,
valuation, stay, extension or moratorium now or hereafter in force under any
applicable law. The Administrative Agent shall not be liable for any incorrect
or improper payment made pursuant to this Article IX in the absence of gross
negligence or willful misconduct. Any sale of, or the grant of options to
purchase, or any other realization upon, any Pledged Collateral shall operate
to divest all right, title, interest, claim and demand, either at law or in
equity, of the applicable Pledgor therein and thereto, and shall be a perpetual
bar both at law and in equity against such Pledgor and against any and all
Persons claiming or attempting to claim the Pledged Collateral so sold, optioned
or realized upon, or any part thereof, from, through or under such Pledgor.

Section
9.4 Certain Sales of Pledged Collateral.

(i)
Each Pledgor recognizes that, by reason of certain prohibitions contained in law,
rules, regulations or orders of any Governmental Authority, the Administrative
Agent may be compelled, with respect to any sale of all or any part of the
Pledged Collateral, to limit purchasers to those who meet the requirements of
such Governmental Authority. Each Pledgor acknowledges that any such sales may
be at prices and on terms less favorable to the Administrative Agent than those
obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such restricted sale shall
be deemed to have been made in a commercially reasonable manner and that,
except as may be required by applicable law, the Administrative Agent shall
have no obligation to engage in public sales.

(ii)
Each Pledgor recognizes that, by reason of certain prohibitions contained in
the Securities Act, and applicable state securities laws, the Administrative
Agent may be compelled, with respect to any sale of all or any part of the
Securities Collateral and Investment Property, to limit purchasers to Persons
who will agree, among other things, to acquire such Securities Collateral or
Investment Property for their own account, for investment and not with a view
to the distribution or resale thereof. Each Pledgor acknowledges that any

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such private
sales may be at prices and on terms less favorable to the Administrative Agent
than those obtainable through a public sale without such restrictions
(including, without limitation, a public offering made pursuant to a
registration statement under the Securities Act), and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that the Administrative Agent
shall have no obligation to engage in public sales and no obligation to delay
the sale of any Securities Collateral or Investment Property for the period of
time necessary to permit the issuer thereof to register it for a form of public
sale requiring registration under the Securities Act or under applicable state
securities laws, even if such issuer would agree to do so.

(iii)
If the Administrative Agent determines to exercise its right to sell any or all
of the Securities Collateral or Investment Property, upon written request, the
applicable Pledgor shall from time to time furnish to the Administrative Agent
all such information as the Administrative Agent may request in order to
determine the number of securities included in the Securities Collateral or Investment
Property which may be sold by the Administrative Agent as exempt transactions
under the Securities Act and the rules of the Securities and Exchange
Commission thereunder, as the same are from time to time in effect.

(iv)
Each Pledgor further agrees that a breach of any of the covenants contained in
this Section 9.4 will cause irreparable injury to the Administrative
Agent and other Secured Parties, that the Administrative Agent and the other
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 9.4
shall be specifically enforceable against such Pledgor, and such Pledgor hereby
waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred and is continuing.

Section
9.5 No Waiver; Cumulative Remedies.

(i)
No failure on the part of the Administrative Agent to exercise, no course of
dealing with respect to, and no delay on the part of the Administrative Agent
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy; nor shall the Administrative Agent be
required to look first to, enforce or exhaust any other security, collateral or
guaranties. The remedies herein provided are cumulative and are not exclusive
of any remedies provided by law.

(ii)
In the event that the Administrative Agent shall have instituted any proceeding
to enforce any right, power or remedy under this Agreement by foreclosure,
sale, entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Administrative Agent, then and in every such case, the Pledgors, the
Administrative Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged
Collateral, and all rights, remedies and powers of the Administrative Agent and
the other Secured Parties shall continue as if no such proceeding had been
instituted.

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Section
9.6 Certain Additional Actions Regarding Intellectual Property. If any
Event of Default shall have occurred and be continuing, upon the written demand
of Administrative Agent, each Pledgor shall execute and deliver to
Administrative Agent an assignment or assignments of the registered Patents,
Trademarks and/or Copyrights and such other documents as are necessary or
appropriate to carry out the intent and purposes hereof. Within five (5)
Business Days of written notice thereafter from Administrative Agent, each
Pledgor shall make available to Administrative Agent, to the extent within such
Pledgors power and authority, such personnel in such Pledgors employ on the
date of the Event of Default as Administrative Agent may reasonably designate
to permit such Pledgor to continue, directly or indirectly, to produce,
advertise and sell the products and services sold by such Pledgor under the
registered Patents, Trademarks and/or Copyrights, and such Persons shall be
available to perform their prior functions on Administrative Agents behalf.

ARTICLE X.

PROCEEDS OF CASUALTY EVENTS AND COLLATERAL
DISPOSITIONS/APPLICATION OF PROCEEDS

Section
10.1 Proceeds of Casualty Events and Collateral Dispositions. The
Pledgors shall take all actions required by the Credit Agreement with respect
to any Net Cash Proceeds of any Casualty Event or from the sale or disposition
of any Pledged Collateral.

Section
10.2 Application of Proceeds. The proceeds received by the
Administrative Agent in respect of any sale of, collection from or other
realization upon all or any part of the Collateral pursuant to the exercise by
the Administrative Agent of its remedies shall be applied, together with any
other sums then held by the Administrative Agent pursuant to this Agreement, in
accordance with and as set forth in Section 8.02 of the Credit Agreement.

ARTICLE XI.

MISCELLANEOUS

Section
11.1 Concerning Administrative Agent.

(i)
The Administrative Agent has been appointed as Administrative Agent pursuant to
the Credit Agreement. The actions of the Administrative Agent hereunder are
subject to the provisions of the Credit Agreement. The Administrative Agent
shall have the right hereunder to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking action
(including, without limitation, the release or substitution of the Pledged
Collateral), in accordance with this Agreement and the Credit Agreement. The
Administrative Agent may employ agents and attorneys-in-fact in connection
herewith and shall not be liable for the negligence or misconduct of any such
agents or attorneys-in-fact selected by it in good faith. The Administrative
Agent may resign and a successor Administrative Agent may be appointed in the
manner provided in the Credit Agreement. Upon the acceptance of any appointment
as the Administrative Agent by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent
under this Agreement, and the retiring

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Administrative
Agent shall thereupon be discharged from its duties and obligations under this
Agreement. After any retiring Administrative Agents resignation, the
provisions hereof shall inure to its benefit as to any actions taken or omitted
to be taken by it under this Agreement while it was the Administrative Agent.

(ii)
The Administrative Agent shall be deemed to have exercised reasonable care in
the custody and preservation of the Pledged Collateral in its possession if
such Pledged Collateral is accorded treatment substantially equivalent to that
which the Administrative Agent, in its individual capacity, accords its own
property consisting of similar instruments or interests, it being understood
that neither the Administrative Agent nor any of the Secured Parties shall have
responsibility for (i) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relating to any
Securities Collateral, whether or not the Administrative Agent or any other
Secured Party has or is deemed to have knowledge of such matters or (ii) taking
any necessary steps to preserve rights against any Person with respect to any
Pledged Collateral.

(iii)
The Administrative Agent shall be entitled to rely upon any written notice,
statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person, and, with respect to all matters pertaining to this
Agreement and its duties hereunder, upon advice of counsel selected by it.

(iv)
If any item of Pledged Collateral also constitutes collateral granted to
Administrative Agent under any other deed of trust, mortgage, security
agreement, pledge or instrument of any type, in the event of any conflict
between the provisions hereof and the provisions of such other deed of trust,
mortgage, security agreement, pledge or instrument of any type in respect of such
collateral, Administrative Agent, in its sole discretion, shall select which
provision or provisions shall control.

Section
11.2 Administrative Agent May Perform; Administrative Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants
contained in this Agreement or in the Credit Agreement (including, without
limitation, such Pledgors covenants to (a) pay the premiums in respect of all
required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d)
discharge Liens or (e) pay or perform any obligations of such Pledgor under any
Pledged Collateral) or if any warranty on the part of any Pledgor contained
herein shall be breached, the Administrative Agent may (but shall not be
obligated to) do the same or cause it to be done or remedy any such breach, and
may expend funds for such purpose; provided, however, that
Administrative Agent shall in no event be bound to inquire into the validity of
any tax, lien, imposition or other obligation which such Pledgor fails to pay
or perform as and when required hereby and which such Pledgor does not contest
in accordance with the provisions of Section 4.12 hereof. Any and all
amounts so expended by the Administrative Agent shall be paid by the Pledgors
in accordance with the provisions of Section 11.3 hereof. Neither the
provisions of this Section 11.2 nor any action taken by Administrative
Agent pursuant to the provisions of this Section 11.2 shall prevent any
such failure to observe any covenant contained in this Agreement nor any breach
of warranty form constituting an Event of Default. Each Pledgor hereby appoints
the Administrative Agent its attorney-in-fact, with full authority in the place
and stead of such Pledgor and in the name of such Pledgor, or otherwise, from
time to time in the Administrative

34

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Agents
discretion to take any action and to execute any instrument consistent with the
terms of the Credit Agreement and the other Security Documents which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
hereof. The foregoing grant of authority is a power of attorney coupled with an
interest and such appointment shall be irrevocable for the term hereof. Each
Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be
done by virtue hereof.

Section
11.3 Expenses.

(a)
Each Pledgor will upon demand pay to the Administrative Agent the amount of any
and all costs and expenses, including the reasonable fees and expenses of its
counsel and the reasonable fees and expenses of any experts and agents which
the Administrative Agent may incur in connection with (i) any action, suit or
other proceeding affecting the Pledged Collateral or any part thereof
commenced, in which action, suit or proceeding the Administrative Agent is made
a party or participates or in which the right to use the Pledged Collateral or
any part thereof is threatened, or in which it becomes necessary in the
judgment of the Administrative Agent to defend or uphold the Lien hereof
(including, without limitation, any action, suit or proceeding to establish or
uphold the compliance of the Pledged Collateral with any requirements of any
Governmental Authority or law), (ii) the collection of the Obligations, (iii)
the enforcement and administration hereof, (iv) the custody or preservation of,
or the sale of, collection from, or other realization upon, any of the Pledged
Collateral, (v) the exercise or enforcement of any of the rights of the
Administrative Agent or any Secured Party hereunder or (vi) the failure by any
Pledgor to perform or observe any of the provisions hereof. All amounts
expended by the Administrative Agent and payable by any Pledgor under this
Section 11.3 shall be due upon demand therefor (together with interest thereon
accruing at the highest rate then in effect under the Credit Agreement during
the period from and including the date on which such funds were so expended to
the date of repayment) and shall be part of the Obligations.

(b)
The Pledgors agree, jointly and severally, to indemnify the Administrative
Agent, each Lender, each other Secured Party, each Affiliate of any of the
foregoing Persons and each of their respective directors, officers, trustees,
employees and agents (each such Person being called an Indemnitee), against,
and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs
and any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, charges, expenses and disbursements,
incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of this Agreement, the Credit Agreement, any
other Loan Document or any other document evidencing the Obligations
(including, without limitation, any misrepresentation by any Pledgor in this
Agreement, the Credit Agreement, other Loan Document or any other document
evidencing the Obligations); provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct or bad faith of such Indemnitee.

(c)
The provisions of this Section 11.3 shall remain operative and in full force
and effect regardless of the expiration of the term of this Agreement, the
repayment of any of the Loans, the expiration of the Commitments, the
invalidity or unenforceability of any

35

---



term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Agents or any Lender. All amounts due under this
Section 11.3 shall be payable promptly (but in any event no more than 10 days
following) upon written demand therefor accompanied by reasonable documentation
with respect to any reimbursement, indemnification or other amount requested.

Section
11.4 Continuing Security Interest; Assignment. This Agreement shall
create a continuing security interest in the Pledged Collateral and shall (a)
be binding upon the Pledgors, their respective successors and assigns and (b)
inure, together with the rights and remedies of the Administrative Agent
hereunder, to the benefit of the Administrative Agent and the other Secured
Parties and each of their permitted respective successors, transferees and
assigns. No other Persons (including, without limitation, any other creditor of
any Pledgor) shall have any interest herein or any right or benefit with
respect hereto. Without limiting the generality of the foregoing clause (b),
any Secured Party may assign or otherwise transfer any indebtedness held by it
secured by this Agreement to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to
such Secured Party, herein or otherwise, subject however, to the provisions of
the Credit Agreement and any Lender Hedging Agreement.

Section
11.5 Termination; Release. The Pledged Collateral shall be released from
the Lien of this Agreement in accordance with the provisions of the Credit
Agreement. Upon termination hereof or any release of Pledged Collateral in
accordance with the provisions of the Credit Agreement, the Administrative
Agent shall, upon the request and at the sole cost and expense of the Pledgors,
assign, transfer and deliver to Pledgor, against receipt and without recourse
to or warranty by the Administrative Agent except as to the fact that the
Administrative Agent has not encumbered the released assets, such of the
Pledged Collateral to be released (in the case of a release) as may be in
possession of the Administrative Agent and as shall not have been sold or
otherwise applied pursuant to the terms hereof, and, with respect to any other
Pledged Collateral, proper documents and instruments (including UCC-3
termination statements or releases) acknowledging the termination hereof or the
release of such Pledged Collateral, as the case may be.

Section
11.6 Modification in Writing. No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any
departure by any Pledgor therefrom, shall be effective unless the same shall be
made in accordance with the terms of the Credit Agreement and unless in writing
and signed by the Administrative Agent and the Pledgors. Any amendment,
modification or supplement of or to any provision hereof, any waiver of any
provision hereof and any consent to any departure by any Pledgor from the terms
of any provision hereof shall be effective only in the specific instance and
for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement or any other document evidencing the
Obligations, no notice to or demand on any Pledgor in any case shall entitle
any Pledgor to any other or further notice or demand in similar or other
circumstances.

Section
11.7 Notices. Unless otherwise provided herein or in the Credit
Agreement, any notice or other communication herein required or permitted to be
given shall be given in the manner and become effective as set forth in the
Credit Agreement, as to any

36

---



Pledgor,
addressed to it at the address of the Borrowers set forth in the Credit
Agreement and as to the Administrative Agent, addressed to it at the address
set forth in the Credit Agreement, or in each case at such other address as
shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 11.7.

Section
11.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section
11.9 CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR OR SECURED PARTY WITH
RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE SUPREME COURT OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES OF AMERICA
FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE COURTS OF ANY THEREOF, AND
BY EXECUTION AND DELIVERY HEREOF, EACH PLEDGOR ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH PLEDGOR
AGREES THAT SERVICE OF PROCESS IN ANY PROCEEDING MAY BE EFFECTED BY MAILING A
COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM
OF MAIL), POSTAGE PREPAID, TO THE BORROWERS AT ITS ADDRESS SET FORTH IN THE
CREDIT AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT
SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. IF ANY AGENT APPOINTED BY ANY
PLEDGOR REFUSES TO ACCEPT SERVICE, SUCH PLEDGOR HEREBY AGREES THAT SERVICE UPON
IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT OF THE ADMINISTRATIVE AGENT TO BRING PROCEEDINGS AGAINST ANY PLEDGOR IN
THE COURTS OF ANY OTHER JURISDICTION. THE PLEDGORS HEREBY IRREVOCABLY WAIVE ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section
11.10 Severability of Provisions. Any provision hereof 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 or affecting the validity or
enforceability of such provision in any other jurisdiction.

Section
11.11 Execution in Counterparts. This Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page of this Agreement by

37

---



telecopy or by
email in PDF format shall be as effective as a delivery of a manually executed
counterpart of this Agreement.

Section
11.12 Business Days. In the event any time period or any date provided
in this Agreement ends or falls on a day other than a Business Day, then such
time period shall be deemed to end and such date shall be deemed to fall on the
next succeeding Business Day, and performance herein may be made on such
Business Day, with the same force and effect as if made on such other day.

Section
11.13 No Credit for Payment of Taxes or Imposition. Such Pledgor shall
not be entitled to any credit against the principal, premium, if any, or
interest payable under the Credit Agreement, and such Pledgor shall not be
entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged
Collateral or any part thereof.

Section
11.14 No Claims Against Administrative Agent. Nothing contained in this
Agreement shall constitute any consent or request by the Administrative Agent,
express or implied, for the performance of any labor or services or the
furnishing of any materials or other property in respect of the Pledged
Collateral or any part thereof, nor as giving any Pledgor any right, power or
authority to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion as would
permit the making of any claim against the Administrative Agent in respect
thereof or any claim that any Lien based on the performance of such labor or
services or the furnishing of any such materials or other property is prior to
the Lien hereof.

Section
11.15 No Release. Nothing set forth in this Agreement shall relieve any
Pledgor from the performance of any term, covenant, condition or agreement on
such Pledgors part to be performed or observed under or in respect of any of
the Pledged Collateral or from any liability to any Person under or in respect
of any of the Pledged Collateral or shall impose any obligation on the
Administrative Agent or any other Secured Party to perform or observe any such
term, covenant, condition or agreement on such Pledgors part to be so performed
or observed or shall impose any liability on the Administrative Agent or any
other Secured Party for any act or omission on the part of such Pledgor
relating thereto or for any breach of any representation or warranty on the
part of such Pledgor contained in this Agreement, the Credit Agreement or the
other Loan Documents, or under or in respect of the Pledged Collateral or made
in connection herewith or therewith. The obligations of each Pledgor contained
in this Section 11.15 shall survive the termination hereof and the discharge of
such Pledgors other obligations under this Agreement, the Credit Agreement and
the other Loan Documents.

Section
11.16 Obligations Absolute. All obligations of each Pledgor hereunder
shall be absolute and unconditional irrespective of:

(i)
any bankruptcy, insolvency, reorganization, arrangement, readjustment,
composition, liquidation or the like of any Pledgor;

38

---



(ii)
any lack of validity or enforceability of the Credit Agreement, any Lender
Hedging Agreement or any other Loan Document, or any other agreement or
instrument relating thereto;

(iii)
any change in the time, manner or place of payment of, or in any other term of,
all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any Lender Hedging
Agreement or any other Loan Document or any other agreement or instrument
relating thereto;

(iv)
any pledge, exchange, release or non-perfection of any other collateral, or any
release or amendment or waiver of or consent to any departure from any
guarantee, for all or any of the Obligations;

(v)
any exercise, non-exercise or waiver of any right, remedy, power or privilege
under or in respect hereof, the Credit Agreement, any Lender Hedging Agreement
or any other Loan Document except as specifically set forth in a waiver granted
pursuant to the provisions of Section 11.6 hereof; or

(vi)
any other circumstances which might otherwise constitute a defense available
to, or a discharge of, any Pledgor.

Section
11.17 Amendment and Restatement. It is the intention of each of the
parties hereto that the Existing Security Agreement be amended and restated in
its entirety as set forth herein. Each Pledgor hereby confirms that the Lien it
has granted to the Administrative Agent for the benefit of the Revolving
Lenders under the Existing Security Agreement shall be and remains a continuing
lien on and security interest in and to such Pledgors right, title and
interest in, to and under all Collateral as collateral security for the prompt
payment and performance in full when due of the Obligations (whether at stated
maturity, by acceleration or otherwise).

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]

39

---



IN
WITNESS WHEREOF, the Pledgors and the Administrative Agent have caused this
Agreement to be duly executed and delivered by their duly authorized officers
as of the date first above written.

| |                            |                                             
| | -------------------------- | --------------------------------------------
| | PLEDGORS:                 
| |                           
| | D 56, INC.                
| | LENOX
  RETAIL, INC.      
| | LENOX,
  INCORPORATED     
| | LENOX GROUP
  INC.        
| | FL56
  INTERMEDIATE CORP. 
| | LENOX SALES,
  INC.       
| |                           
| | By:                        | /s/
  Marc Pfefferle                        
| |                            |                                             
| |                            | Name: Marc
  Pfefferle                      
| |                            | Title: Chief
  Executive Officer            
| |                            |                                             
| | LENOX
  WORLDWIDE, LLC    
| |                            |                                             
| | By:                        | /s/
  David B. OConnell                    
| |                            |                                             
| |                            | Name: David
  B. OConnell                  
| |                            | Title: Chief
  Executive Officer & President
| |                            |                                             
| | UBS AG,
  STAMFORD BRANCH,
| | as
  Administrative Agent 
| |                            |                                             
| | By:                        | /s/
  Richard L. Tavrow                     
| |                            |                                             
| |                            | Name:
  Richard L. Tavrow                   
| |                            | Title:
  Director                           
| |                            |                                             
| | By:                        | /s/
  David B. Julie                        
| |                            |                                             
| |                            | Name: David
  B. Julie                      
| |                            | Title:
  Associate Director                 

[Signature Page  Lenox Term Loan Amended and Restated Security
Agreement]

---



EXHIBIT 1

[Form of]

ISSUERS ACKNOWLEDGMENT

The
undersigned hereby (i) acknowledges receipt of a copy of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the Security Agreement; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreement), dated as of
[                    ],
made by [                 ],
a [           ] (the Borrower),
and the Guarantors party thereto in favor of [_____________________], as
Administrative Agent (in such capacity and together with any successors in such
capacity, the Administrative Agent), (ii) agrees promptly to note
on its books the security interests granted to the Administrative Agent and confirmed
under the Security Agreement, (iii) agrees that it will comply with
instructions of the Administrative Agent with respect to the applicable
Securities Collateral without further consent by the applicable Pledgor, (iv)
agrees to notify the Administrative Agent upon obtaining knowledge of any
interest in favor of any Person in the applicable Securities Collateral that is
adverse to the interest of the Administrative Agent therein and (v) waives
any right or requirement at any time hereafter to receive a copy of the
Security Agreement in connection with the registration of any Securities
Collateral thereunder in the name of the Administrative Agent or its nominee or
the exercise of voting rights by the Administrative Agent or its nominee.

| |                                                                  | 
| | ---------------------------------------------------------------- | 
| | [                                                              ]
| |                                                                 
| | By:                                                              | 
| |                                                                  | 
| | Name:                                                           
| | Title:                                                          

---



EXHIBIT 2

[Form of]

SECURITIES PLEDGE AMENDMENT

This
Security Pledge Amendment, dated as of [
        ], is delivered pursuant to Section 5.1
of that certain security agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Security
Agreement; capitalized terms used but not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement), dated as
of [                ], made by
[                ], a [          
] (the Borrower), and the Guarantors party thereto in favor of
[______________________], as Administrative Agent (in such capacity and
together with any successors in such capacity, the Administrative Agent).
The undersigned hereby agrees that this Pledge Amendment may be attached to the
Security Agreement and that the Pledged Securities and/or Pledged Notes listed
on this Pledge Amendment shall be deemed to be and shall become part of the
Pledged Collateral and shall secure all Obligations.

PLEDGED SECURITIES

|       |  |                                 |  |             |  |                      |  |                                     |  |                                                                             
|------ |  | ------------------------------- |  | ----------- |  | -------------------- |  | ----------------------------------- |  | ----------------------------------------------------------------------------
|ISSUER |  | CLASS OF
  STOCK OR
  INTERESTS |  | PAR
  VALUE |  | CERTIFICATE
  NO(S). |  | NUMBER
  OF SHARES
  OR
  INTERESTS |  | PERCENTAGE OF
  ALL ISSUED
  CAPITAL OR OTHER
  EQUITY INTERESTS
  OF ISSUER
|       |  |                                 |  |             |  |                      |  |                                     |  |                                                                             

---



PLEDGED NOTES

|       |  |                    |  |                    |  |               |  |              
|------ |  | ------------------ |  | ------------------ |  | ------------- |  | -------------
|ISSUER |  | PRINCIPAL
  AMOUNT |  | DATE OF
  ISSUANCE |  | INTEREST RATE |  | MATURITY DATE
|       |  |                    |  |                    |  |               |  |              

| |                                        | 
| | -------------------------------------- | 
| | [___________________________________],
| | as Pledgor                            
| |                                        | 
| | By:                                    | 
| |                                        | 
| | Name:                                 
| | Title:                                

|                               |        | 
|------------------------------ | ------ | 
|AGREED TO
  AND ACCEPTED:      |       
|                               |        | 
|[___________________________], |       
|as Administrative Agent        |       
|                               |       
|By:                            |        | 
|                               |        | 
|                               | Name:  | 
|                               | Title: | 
|                               |        | 
|By:                            |        | 
|                               |        | 
|                               | Name:  | 
|                               | Title: | 

---



EXHIBIT 3

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]
[Address of New Pledgor]

|       | 
|------ | 
|[Date] | 
|       | 
|       | 
|       | 
|       | 
|       | 

Ladies and
Gentlemen:

Reference
is made to that certain security agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Security Agreement;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement), dated as of
[             
], made by [
                    ],
a [
                    ]
(the Borrower), and the Guarantors party thereto in favor of
[______________________], as Administrative Agent (in such capacity and
together with any successors in such capacity, the Administrative Agent).

This
letter supplements the Security Agreement and is delivered by the undersigned,
[                    
] (the New Pledgor), pursuant to Section 3.5 of the Security
Agreement. The New Pledgor hereby agrees to be bound as a [Borrower]
[Guarantor] and as a Pledgor by all of the terms,
covenants and conditions set forth in the Security Agreement to the same extent
that it would have been bound if it had been a signatory to the Security
Agreement on the execution date of the Security Agreement. Without limiting the
generality of the foregoing, the New Pledgor hereby grants and pledges to the
Administrative Agent, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Obligations, a Lien on and security interest in, all of
its right, title and interest in, to and under the Pledged Collateral and
expressly assumes all obligations and liabilities of a [Borrower]
[Guarantor] and Pledgor thereunder. The New Pledgor
hereby makes each of the representations and warranties and agrees to each of
the covenants applicable to the Pledgors contained in the Security Agreement.

The
New Pledgor is executing and delivering to the Administrative Agent a
Perfection Certificate with respect to itself on and as of the date hereof.

This
agreement and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute
one and the same agreement.

---



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

---



IN
WITNESS WHEREOF, the New Pledgor has caused this letter agreement to be
executed and delivered by its duly authorized officer as of the date first
above written.

| |                 |       
| | --------------- | ------
| | [NEW
  PLEDGOR]
| |                
| | By:             |       
| |                 |       
| |                 | Name: 
| |                 | Title:

|                              |        | 
|----------------------------- | ------ | 
|AGREED TO
  AND ACCEPTED:     |       
|                              |        | 
|[__________________________], |       
|as Administrative Agent       |       
|                              |        | 
|By:                           |        | 
|                              | Name:  | 
|                              | Title: | 
|                              |        | 
|By:                           |        | 
|                              |        | 
|Name:                         |       
|Title:                        |       

---



EXHIBIT 4

FORM OF CONTROL AGREEMENT CONCERNING
SECURITIES ACCOUNTS

This
Control Agreement Concerning Securities Accounts (this Control Agreement),
dated as of [               ], by
and among __________ (the Company), [________________], as
Administrative Agent for the Lenders and the Agents (the Administrative
Agent) and [           ] (the Securities Intermediary), is delivered
pursuant to Section 3.4(c) of that certain security agreement (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the Security Agreement), dated as of [__________], made by and among
[____________________] [(the
Borrower)] [the Company],1
each of the Guarantors listed on the signature pages thereto (together with [the Borrower] [the Company],
the Pledgors), in favor of the
Administrative Agent for the benefit of the Lenders and the Agents. This
Control Agreement is for the purpose of perfecting the security interests of
the Secured Parties granted by the Pledgor in the Designated Securities
Accounts described below. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Security Agreement.

Section
1. Confirmation of Establishment and Maintenance of Designated Accounts.
The Securities Intermediary hereby confirms that (i) the Securities
Intermediary has established for the Company and maintains the securities
account(s) listed in Schedule 1 annexed hereto (such account(s),
together with each such other securities account maintained by the Company with
the Securities Intermediary collectively, the Designated Accounts and
each a Designated Account), (ii) each of the Designated Accounts is a
securities account as such term is defined in Section 8-501(a) of the UCC,
(iii) the Securities Intermediary shall, subject to the terms of this Control
Agreement and the Security Agreement, treat the Administrative Agent as
entitled to exercise the rights that comprise any financial asset which is
Investment Property and which is credited to a Designated Account and (iv) all
securities or other property underlying any financial assets which constitute
Investment Property and which are credited to any Designated Account shall be
registered in the name of the Securities Intermediary, indorsed to the
Securities Intermediary or in blank or credited to another securities account
maintained in the name of the Securities Intermediary and in no case will any
financial asset credited to any Designated Account be registered in the name of
the Company, payable to the order of the Company or specially endorsed to the
Company, except to the extent the foregoing have been specially endorsed to the
Securities Intermediary or in blank. For avoidance of doubt, it is noted that
the term Designated Accounts as used in any security agreement or collateral
agreement means both the Designated Accounts hereunder and the Designated Accounts
in the comparable agreement entered into with respect to any other Pledgor.

Section
2. Financial Assets Election. The Securities Intermediary hereby
agrees that each item of Investment Property (whether investment property,
financial asset,

---

1Use the Company if Borrower
owns the Designated Account(s).  If a
Subsidiary owns the Designated Account(s), use [_________________].
(the Borrower).


---



security,
instrument or cash) credited to any Designated Account shall be treated as a
financial asset within the meaning of Section 8-102(a)(9) of the UCC.

Section
3. Entitlement Order. If at any time the Securities Intermediary shall
receive an entitlement order (within the meaning of Section 8-102(a)(8) of
the UCC) issued by the Administrative Agent and relating to Investment
Collateral or other Investment Property maintained in one or more of the
Designated Accounts, the Securities Intermediary shall comply with such
entitlement order without further consent by the Company or any other Person.

Section
4. Subordination of Lien; Waiver of Set-Off. In the event that the
Securities Intermediary has or subsequently obtains by agreement, operation of
law or otherwise a security interest in any Designated Account or any
Investment Property, the Securities Intermediary hereby agrees that such
security interest shall be subordinate to the security interest of the
Administrative Agent. The financial assets and other items deposited to any
Designated Account will not be subject to deduction, set-off, banker's lien, or
any other right in favor of any Person other than the Secured Parties (except
that the Securities Intermediary may set off (i) all amounts due to the
Securities Intermediary in respect of its customary fees and expenses for the
routine maintenance and operation of the Designated Accounts, including
overdraft fees and amounts advanced to settle authorized transactions, and (ii)
the face amount of any checks or other items which have been credited to any
Designated Account but are subsequently returned unpaid because of uncollected
or insufficient funds).

Section
5. Choice of Law. Both this Control Agreement and the Designated
Accounts shall be governed by the laws of the State of New York. Regardless of
any provision in any other agreement, for purposes of the UCC, New York shall
be deemed to be the Securities Intermediary's location and the Designated
Accounts (as well as the security entitlements related thereto) shall be governed
by the laws of the State of New York.

Section
6. Conflict with Other Agreements; Amendments. As of the date hereof,
there are no other agreements entered into between the Securities Intermediary
and the Company with respect to any Designated Account or any security
entitlements or other financial assets credited thereto (other than standard
and customary documentation with respect to the establishment and maintenance
of such Designated Accounts). The Securities Intermediary and the Company will
not enter into any other agreement with respect to any Designated Account
unless the Administrative Agent shall have received prior written notice
thereof. The Securities Intermediary and the Company will not enter into any
other agreement with respect to creation or perfection of any security interest
in, or control of security entitlements maintained in any of the Designated
Accounts without the prior written consent of the Administrative Agent acting
in its sole discretion. In the event of any conflict with respect to control
over any Designated Account between this Control Agreement (or any portion
hereof) and any other agreement now existing or hereafter entered into, the
terms of this Control Agreement shall prevail. No amendment or modification of
this Control Agreement or waiver of any rights hereunder shall be binding on
any party hereto unless it is in writing and is signed by all the parties
hereto.

Section
7. Certain Agreements.

---



(i) The
Securities Intermediary acknowledges receipt of a copy of the Security
Agreement.

(ii)
The Securities Intermediary has furnished to the Administrative Agent and the
Company the most recent account statement issued by the Securities Intermediary
with respect to each of the Designated Accounts and the financial assets and
cash balances held therein. The account statement for each Designated Account
identifies the Investment Collateral held therein in the manner set forth on Exhibit
B annexed hereto. The Securities Intermediary represents and warrants to
the Administrative Agent that each such statement accurately reflects the
assets held in such Designated Account as of the date thereof.

(iii)
The Securities Intermediary will, upon its receipt of each supplement to the
Security Agreement signed by the Company and identifying one or more security
entitlements or other financial assets as Investment Collateral, enter into
its records, including computer records, with respect to each Designated
Account a notation with respect to Investment collateral so that such records
and reports generated with respect thereto identify the Investment Collateral
as Pledged.

(iv)
The Administrative Agent has delivered to the Securities Intermediary a list,
signed by an authorized representative (the Authorized Representative),
of the officers of the Administrative Agent authorized to give approvals or
instructions under this Control Agreement (including notices and other
instructions under Section 9 hereof) and the Securities Intermediary
shall be entitled to rely on communications from such authorized officers until
the earlier of (A) the termination of this Control Agreement in accordance with
the terms hereof, (B) notification by the Authorized Representative of a change
in the officers authorized to give approvals or instructions and (C) the assignment
of the rights of the Secured Parties in accordance with Section 11
hereof.

Section
8. Notice of Adverse Claims. Except for the claims and interest of the
Administrative Agent and of the Company in the Investment Collateral and other
Investment Property, the Securities Intermediary on the date hereof does not
know of any claim to, or security interest in, any Designated Account or in any
financial asset (as defined in Section 8-102(a) of the UCC) credited thereto
and does not know of any claim that any Person other than the Administrative
Agent has been given control of any Designated Account or any such financial
asset. If any Person asserts any lien, encumbrance or adverse claim (including
any writ, garnishment, judgment, warrant of attachment, execution or similar
process and any claim of control) against any of the Investment Collateral or
in any financial asset carried in any Designated Account constituting
Investment Property, the Securities Intermediary will promptly notify the
Administrative Agent and the Company thereof.

Section
9. Maintenance of Designated Accounts. In addition to, and not in lieu
of, the obligation of the Securities Intermediary to honor entitlement orders
as agreed in Section 3 hereof, the Securities Intermediary
agrees to maintain the Designated Accounts as follows:

| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  Notice of Sole Control. If at any time the Administrative Agent delivers
  to the Securities Intermediary a notice of sole control in substantially the
  form set forth in
| |                                                                                                                                                                                  

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit A
  attached hereto (the Notice of Sole Control) with respect to any
  Designated Account, the Securities Intermediary agrees that, after receipt of
  such notice, it will take all instructions with respect to such Designated
  Account solely from the Administrative Agent. Permitting settlement of trades
  pending at the time of receipt of such notice shall not constitute a
  violation of the immediately preceding sentence. Without limiting the
  generality of the first sentence of this paragraph, upon receipt of a Notice
  of Sole Control, the Securities Intermediary shall (x) no longer permit
  any trading with respect to the applicable Investment Collateral to be
  initiated by the Company or any representative of, or investment manager
  appointed by, the Company and the Securities Intermediary shall follow all
  instructions given by an authorized officer of the Administrative Agent,
  including without limitation instructions for distribution or transfer of any
  Investment Collateral or other Investment Property in any Designated Account
  to be made to the Administrative Agent and (y) follow all instructions
  given by an authorized officer of the Administrative Agent, including, without
  limitation, instructions for distribution or transfer of any funds in any
  Designated Account to be made to the Administrative Agent.
|
| | (ii)  Voting Rights. Until such time as
  the Securities Intermediary receives a Notice of Sole Control pursuant to
  clause (i) of this Section 9, the Company, or an investment manager on
  behalf of the Company, shall direct the Securities Intermediary with respect
  to the voting of any Investment Collateral or other financial assets constituting
  Investment Property credited to any Designated Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)
  Permitted Dispositions. Until such time as the Securities Intermediary
  receives either a Notice of Sole Control signed by the Administrative Agent
  with respect to some or all of the Investment Collateral and other Investment
  Property or a notice signed by the Administrative Agent that a proposed sale,
  exchange or transfer of certain Investment Collateral by or on behalf of the
  Company will violate the Security Agreement, the Company, or any
  representative of, or investment manager appointed by, the Company, may
  direct the Securities Intermediary with respect to the sale, exchange or
  transfer of such Investment Collateral held in a Designated Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)
  Statements and Confirmations. The Securities Intermediary will send
  copies of all statements and other correspondence (excluding routine confirmations)
  concerning any Designated Account or any financial assets constituting Investment
  Property credited thereto simultaneously to the Company and the
  Administrative Agent at the address set forth in Section 12
  hereof. The Securities Intermediary will provide to the Administrative Agent
  and to the Company, upon the Administrative Agent's request therefor from
  time to time (which may be as frequent as daily and is expected to be at
  least as frequent as weekly) and, in any event as of the last business day of
  each calendar month, a statement of the market value of each item of the
  Investment Collateral in each Designated Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)
  Bailee for Perfection. The Securities Intermediary acknowledges that,
  in the event that it should come into possession of any certificate
  representing any security or other assets held as Investment Collateral in
  any of the Designated Accounts, the Securities Intermediary shall retain
  possession of the same for the benefit of the Administrative Agent (and such
  act shall cause the Securities Intermediary to be deemed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a bailee for
  the Administrative Agent, if necessary) to perfect the Administrative Agent's
  security interest in such securities or assets. The Securities Intermediary
  hereby acknowledges its receipt of a copy of the Security Agreement as notice
  to the Securities Intermediary regarding notice of a security interest in
  collateral held by a bailee.                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (vi)
  Certain Matters Relating to Interest, Dividends, etc. Until receipt of
  a Notice of Sole Control with respect to some or all of the Investment Collateral
  (or of a notice from the Administrative Agent, making reference to this Section
  9(vi), that an Event of Default, as defined in the Security Agreement,
  has occurred and is continuing), the Securities Intermediary shall have no
  responsibility to furnish reports to the Administrative Agent with respect
  to, or to segregate or otherwise account to the Administrative Agent for,
  dividends, interest or other amounts received in Designated Accounts with
  respect to Investment Collateral.

Section
10. Representations, Warranties and Covenants of the Securities Intermediary.
The Securities Intermediary hereby makes the following representations, warranties
and covenants:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Designated Accounts have been established as set forth in Section 1
  hereof and each Designated Account will be maintained in the manner set forth
  herein until termination of this Control Agreement. The Securities
  Intermediary shall not change the name or account number of any Designated
  Account without the prior written consent of the Administrative Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ii)
  No financial asset constituting Investment Collateral is or will be registered
  in the name of the Company, payable to its order or specially indorsed to it,
  except to the extent such financial asset has been indorsed to the Securities
  Intermediary or in blank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iii)
  This Control Agreement is the valid and legally binding obligation of the
  Securities Intermediary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iv)
  The Securities Intermediary has not entered into any agreement with any other
  Person pursuant to which it has agreed to comply with entitlement orders (as
  defined in Section 8-102(a)(8) of the UCC) with respect to financial
  assets credited to any Designated Account. Until the termination of this
  Control Agreement the Securities Intermediary will not, without the written
  approval of the Administrative Agent, enter into any agreement with any
  Person pursuant to which it agrees to comply with entitlement orders with
  respect to Investment Collateral. Until the termination of this Control
  Agreement, the Securities Intermediary will not, without the written approval
  of the Administrative Agent (which shall not be unreasonably withheld), enter
  into any agreement with any Person relating to any Designated Account or any
  financial assets credited thereto pursuant to which it agrees to comply with
  entitlement orders of such Person.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v)
  The Securities Intermediary is a securities intermediary as defined in Article
  8-102(a)(14) of the UCC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---



| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi)
  The Securities Intermediary has not entered into any other agreement with the
  Company or Administrative Agent purporting to limit or condition the
  obligation of the Securities Intermediary to comply with entitlement orders
  with respect to financial assets credited to any Designated Account as set
  forth in Section 3 hereof.

Section
11.         Successors; Assignment.
The terms of this Control Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective corporate successors
and permitted assignees.

Section
12. Notices. Any notice, request or other communication required or
permitted to be given under this Control Agreement shall be in writing and
deemed to have been properly given when delivered in person, or when sent by
telecopy or other electronic means and electronic confirmation of error free
receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid, addressed
to the party at the address set forth below.

| |                |                   |  
| | -------------- | ----------------- | -
| | Pledgors:      | [                 | ]
| |                | [Address]         |  
| |                | Attention:        |  
| |                | Telecopy:         |  
| |                | Telephone:        |  
| |                |                   |  
| |                | with copy
  to:   |  
| |                |                   |  
| |                | [                 | ]
| |                | [Address]         |  
| |                | Attention:        |  
| |                | Telecopy:         |  
| |                | Telephone:        |  
| |                |                   |  
| | Securities     |                   |  
| | Intermediary:  | [                 | ]
| |                | [Address]         |  
| |                | Attention:        |  
| |                | Telecopy:         |  
| |                | Telephone:        |  
| |                |                   |  
| | Administrative |                   |  
| | Agent:         | [                 | ]
| |                | [Address]         |  
| |                | Attention:        |  
| |                | Telecopy:         |  
| |                | Telephone:        |  
| |                |                   |  
| |                | with a copy
  to: |  

---



| |                        |                    
| | ---------------------- | -------------------
| | Winston
  & Strawn LLP
| | 200 Park
  Avenue     
| | New York, NY
  10166  
| | Attention:             | William D.
  Brewer
| | Telecopy.:             | (212)
  294-4700   

Any
party may change its address for notices in the manner set forth above.

Section
13. Termination. The rights and powers granted herein to the
Administrative Agent have been granted in order to perfect the security
interests of the Secured Parties in the Investment Collateral and other
Investment Property maintained in the Designated Accounts, are powers coupled
with an interest and will be affected neither by the bankruptcy of the Company
nor by the lapse of time. The obligations of the Securities Intermediary
hereunder shall continue in effect until the security interests of the Secured
Parties with respect to the Investment Collateral and other Investment Property
have been terminated and an Authorized Representative has notified the Securities
Intermediary of such termination in writing.

Section
14. Definitions. The following terms shall have the following meanings:

Investment
Collateral shall mean, all investment property, as such term is used in
the UCC, of the Company and, in any event, shall include, without limitation,
(i) the Designated Account, (ii) all financial assets, cash, checks,
drafts, securities and instruments deposited or held or required to be
deposited or held in the Designated Account and all security entitlements
relating thereto, (iii) all investments and all certificates and
instruments, if any, from time to time representing or evidencing any other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing items listed in
clauses (i) and (ii) of this definition and (iv) each consent,
control or other agreement, including, without limitation, this Control
Agreement, entered into by the Company with the Securities Intermediary and all
rights, if any, and interests of the Company in, to and under each such consent,
control or other agreement; provided, however, that Investment Collateral
shall in no event include the Securities Collateral.

UCC
shall mean the Uniform Commercial Code as in effect in the State of New York.

Section
15. Severability. If any term or provision set forth in this Agreement
shall be invalid or unenforceable, the remainder of this Agreement, other than
those provisions held invalid or unenforceable, shall be construed in all
respects as if such invalid or unenforceable term or provision were omitted.

---



Section 16. Counterparts.
This Control Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may
execute this Control Agreement by signing and delivering one or more counterparts.

[Signature Page
Follows]

---



| |                                                                         |        | 
| | ----------------------------------------------------------------------- | ------ | 
| | [                                                                       | ],    
| | as Pledgor                                                              |       
| |                                                                         |       
| | By:                                                                     |        | 
| |                                                                         |        | 
| |                                                                         | Name:  | 
| |                                                                         | Title: | 
| |                                                                         |       
| | [______________________],                                               |       
| | as Administrative
  Agent                                              
| |                                                                        
| | By:                                                                     |        | 
| |                                                                         |       
| |                                                                         | Name:  | 
| |                                                                         | Title:
| |                                                                         |       
| | [                                                                 
  ],
| | as Securities Intermediary                                             
| |                                                                        
| | By:                                                                     |       
| |                                                                         |       
| |                                                                         | Name: 
| |                                                                         | Title:

---



SCHEDULE I

Designated Account(s)

---



EXHIBIT A

[Letterhead of [______________________]]

[Date]

[Securities
Intermediary]
[Address]

Attention:

Re: Notice of Sole Control

Ladies and
Gentlemen:

As
referenced in Section 9(i) of the Control Agreement Concerning Designated
Accounts dated as of
[                    
], by and among
[                    
] (the Company), us and you (the Control Agreement; capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Control Agreement) (a copy of which is attached) we hereby give
you notice of our sole control over the Investment Collateral and other
financial assets constituting Investment Property maintained in the securities
accounts, account numbers ________________ (the Specified Designated
Accounts). You are hereby instructed not to accept any direction,
instruction or entitlement order with respect to Investment Collateral
maintained in the Specified Designated Accounts or the financial assets
constituting Investment Property credited thereto from any Person other than
the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You
are instructed to deliver a copy of this notice by facsimile transmission to
[Company].

|                        |                           |        | 
|----------------------- | ------------------------- | ------ | 
|                        | Very truly
  yours,       |       
|                        |                           |       
|                        | [______________________], |       
|                        | as
  Administrative Agent |       
|                        |                           |       
|                        | By:                       |        | 
|                        |                           |        | 
|                        |                           | Name:  | 
|                        |                           | Title: | 
|                        |                           |        | 
|cc: [Name of
  Company] |                           |        | 
|                        |                           |        | 
|                        | By:                       |        | 
|                        |                           |        | 
|                        |                           | Name:  | 
|                        |                           | Title: | 

---



EXHIBIT 5

FORM OF CONTROL AGREEMENT CONCERNING DEPOSIT
ACCOUNTS

This
CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this Control Agreement),
dated as of [
                    ],
by and among
[                    
] (the Company), UBS AG, STAMFORD BRANCH, as Administrative Agent for
the Lenders and the Agents (the Administrative Agent), and [          ] (the Bank),
is delivered pursuant to Section 3.4(b)of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the Security Agreement), dated as of [__________],
made by [____________________] [(the Borrower)] [the Company],1and each of the Guarantors listed on the signature pages thereto (together with
[the Borrower] [the Company], the Pledgors), in favor of the
Administrative Agent for the benefit of the Lenders and the Agents. This
Control Agreement is for the purpose of perfecting the security interests of
the Administrative Agent granted by the Company in the Designated Accounts
described below. All references herein to the UCC shall mean the Uniform
Commercial Code as in effect from time to time in the State of New York. Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Security Agreement.

Section
1. Confirmation of Establishment and Maintenance of Designated Accounts.
The Bank hereby confirms that (i) the Bank has established for the Company and
maintains the deposit account(s) listed in Schedule 1 annexed hereto
(such deposit account(s), collectively, the Designated Accounts and
each a Designated Account) and (ii) each Designated Account is a
deposit account as such term is defined in Article 9 of the UCC. For avoidance
of doubt, it is noted that the term Designated Accounts as used in any
security agreement means both the Designated Accounts hereunder and the
Designated Accounts in the comparable agreement entered into with respect to
any other Pledgor.

Section
2. Control. The Administrative Agent shall at all times (i) have control
(as defined in Section 9-104 of the UCC) of any Designated Account and
(ii) be authorized to direct the Bank to comply, without further consent
of the Company or any Person acting or purporting to act for the Company being
required, with all instructions originated by the Administrative Agent
directing disposition of the funds in the Designated Account. The Company, the
Administrative Agent, and the Bank agree that the Bank will comply with
instructions originated by the Administrative Agent directing the disposition
of the funds in the Designated Account without further consent by the Company.
The Bank shall also comply with instructions directing the disposition of funds
in the Designated Accounts originated by the Company or its authorized
representatives until such time as the Administrative Agent delivers a Notice
of Sole Control pursuant to Section 8(i) hereof to the Bank.

---

1
Use the Company if Borrower owns the Designated Account(s).  If a Subsidiary owns the Designated
Account(s), use [_________________]. (the Borrower).


---



Section
3. Subordination of Lien; Waiver of Set-Off. In the event that the Bank
has or subsequently obtains by agreement, operation of law or otherwise a
security interest in any Designated Account, the Bank hereby agrees that such
security interest shall be subordinate to that of the Secured Parties. The
funds deposited into any Designated Account will not be subject to deduction,
set-off, banker's lien, or any other right in favor of any Person other than the
Secured Parties (except that the Bank may set off (i) all amounts due to the
Bank in respect of its customary fees and expenses for the routine maintenance
and operation of the Designated Accounts, including overdraft fees, and (ii)
the face amount of any checks or other items which have been credited to any
Designated Account but are subsequently returned unpaid because of uncollected
or insufficient funds).

Section
4. Choice of Law. Both this Control Agreement and the Designated Accounts
shall be governed by the law of the State of New York. Regardless of any provision
in any other agreement, for purposes of the UCC, New York shall be deemed to be
the Bank's jurisdiction and the Designated Accounts shall be governed by the
law of the State of New York.

Section
5. Conflict with Other Agreements; Amendments. As of the date hereof,
there are no other agreements entered into between the Bank and the Company
with respect to any Designated Account or any funds credited thereto (other
than standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts). The Bank and the Company will not
enter into any other agreement with respect to any Designated Account, other
than standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts, unless the Administrative Agent shall
have received prior written notice thereof. The Bank and the Company will not
enter into any other agreement with respect to control of the Designated
Accounts without the prior written consent of the Administrative Agent acting
in its sole discretion. In the event of any conflict with respect to control
over any Designated Account between this Control Agreement (or any portion
hereof) and any other agreement now existing or hereafter entered into, the
terms of this Control Agreement shall prevail. No amendment or modification of
this Control Agreement or waiver of any right hereunder shall be binding on any
party hereto unless it is in writing and is signed by all the parties hereto.

Section
6. Certain Agreements.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Bank has furnished to the Administrative Agent and the Company the most
  recent account statement issued by the Bank with respect to each of the
  Designated Accounts and the cash balances held therein. The Bank represents
  and warrants to the Administrative Agent that such statement accurately
  reflects the assets held in such Designated Account as of the date thereof.                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii) The Administrative Agent has delivered to the Bank a list, signed by an
  authorized representative (the Authorized Representative), of the
  officers of the Administrative Agent authorized to give approvals or
  instructions under this Control Agreement (including notices and other
  instructions under Section 8 hereof) and the Bank shall be entitled to
  rely on communications from such authorized officers until the earlier of (A)
  the termination of this Control Agreement in accordance with the terms
  hereof, (B)

---



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the
  notification by the Authorized Representative of a change and (C) the assignment
  of the rights of the Secured Parties in accordance with Section 11
  hereof.

Section
7. Notice of Adverse Claims. Except for the claims and interest of the
Administrative Agent and of the Company in the Designated Accounts, the Bank on
the date hereof does not know of any claim to, or security interest in, any
Designated Account or in any funds credited thereto and does not know of any
claim that any Person other than the Administrative Agent has been given control
of any Designated Account or any such funds. If any Person asserts any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process and any claim of control) against
any funds in any Designated Account, the Bank will promptly notify the
Administrative Agent and the Company thereof.

Section
8. Maintenance of Designated Accounts. In addition to, and not in lieu
of, the obligation of the Bank agreed in Section 2 hereof, the Bank
agrees to maintain the Designated Accounts as follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  Notice of Sole Control. If at any time the Administrative Agent delivers
  to the Bank a notice of sole control in substantially the form set forth in
  Exhibit A attached hereto (the Notice of Sole Control) with
  respect to any Designated Account, the Bank agrees that, after receipt of
  such notice, it will take all instruction with respect to such Designated
  Account solely from the Administrative Agent. Without limiting the generality
  of the first sentence of this paragraph, upon receipt of a Notice of Sole
  Control, the Bank shall follow all instructions given by an authorized officer
  of the Administrative Agent, including, without limitation, instructions for
  distribution or transfer of any funds in any Designated Account to be made to
  the Administrative Agent.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)
  Permitted Dispositions. Until such time as the Bank receives a Notice
  of Sole Control signed by the Administrative Agent with respect to a
  Designated Account, the Company, or any representative of the Company, may
  direct the Bank with respect to the transfer of the funds held in such
  Designated Account. Until such time as the Bank receives a Notice of Sole
  Control, the Company shall be entitled to write checks against amounts in
  each Designated Account, and make withdrawals, transfers, and other
  dispositions of the funds in each Designated Account.                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii)
  Statements and Confirmations. The Bank will promptly send copies of
  all statements and other correspondence (excluding routine confirmations)
  concerning any Designated Account to the Company and the Administrative Agent
  at the addresses set forth in Section 11 hereof. The Bank will
  promptly provide to the Administrative Agent and to the Company, upon the
  Administrative Agent's request therefor from time to time and in any event as
  of the last business day of each calendar month, a statement of the cash
  balance in each Designated Account.                                                                                                                                                                                                                                       

Section
9. Representations, Warranties and Covenants of the Bank. The Bank
hereby makes the following representations, warranties and covenants:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Designated Accounts have been established as set forth in Section 1
  hereof and each Designated Account will be maintained in the manner set forth
  herein until termination of this Control Agreement. The Bank shall not change
  the name or account number of any Designated Account without the prior
  written consent of the Administrative Agent.                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)
  The Bank is a bank, as such term is defined in the UCC.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii)
  This Control Agreement is the valid and legally binding obligation of the
  Bank.                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)
  The Bank has not entered into any agreement with any other Person pursuant to
  which it has agreed to comply with any orders or instructions with respect to
  any Designated Account. Until the termination of this Control Agreement, the
  Bank will not, without the written approval of the Administrative Agent,
  enter into any agreement with any Person pursuant to which it agrees to
  comply with any orders or instructions of such Person with respect to any
  Designated Account.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (v)
  The Bank has not entered into any other agreement with the Company or the
  Administrative Agent purporting to limit or condition the obligation of the
  Bank to comply with any orders or instructions with respect to any Designated
  Account as set forth in Section 2 hereof.                                                                                                                                                                                                                 

Section
10. Successors; Assignment. The terms of this Control Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective corporate successors and permitted assignees.

Section
11. Notices. Any notice, request or other communication required or
permitted to be given under this Control Agreement shall be in writing and
deemed to have been properly given when delivered in person, or when sent by
telecopy or other electronic means and electronic confirmation of error free
receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid, addressed
to the party at the address set forth below.

| |          |                 |  
| | -------- | --------------- | -
| | Company: | [               | ]
| |          | [Address]       |  
| |          | Attention:      |  
| |          | Telecopy:       |  
| |          | Telephone:      |  
| |          |                 |  
| |          | with copy
  to: |  
| |          |                 |  
| |          | [               | ]
| |          | [Address]       |  
| |          | Attention:      |  
| |          | Telecopy:       |  
| |          | Telephone:      |  

---



| |                   |            |  
| | ----------------- | ---------- | -
| | Bank:             | [          | ]
| |                   | [Address]  |  
| |                   | Attention: |  
| |                   | Telecopy:  |  
| |                   | Telephone: |  
| |                   |            |  
| | Administrative    |            |  
| | Agent:            | [          | ]
| |                   | [Address]  |  
| |                   | Attention: |  
| |                   | Telecopy:  |  
| |                   | Telephone: |  
| |                   |            |  
| | with a copy
  to: |            |  
| |                   |            |  
| |                   | [          | ]
| |                   | [Address]  |  
| |                   | Attention: |  
| |                   | Telecopy:  |  
| |                   | Telephone: |  

Any
party may change its address for notices in the manner set forth above.

Section
12. Termination. The rights and powers granted herein to the
Administrative Agent have been granted in order to perfect the security
interests of the Secured Parties in the Designated Accounts, are powers coupled
with an interest and will be affected neither by the bankruptcy of the Company
nor by the lapse of time. The obligations of the Bank hereunder shall continue
in effect until the termination of the security interests of the Secured Parties
(including, without limitation, by virtue of the notice pursuant to Section
11 hereof) with respect to the Designated Accounts have been terminated and
an Authorized Representative has notified the Bank of such termination in
writing.

Section
13. Severability. If any term or provision set forth in this Agreement
shall be invalid or unenforceable, the remainder of this Agreement, other than
those provisions held invalid or unenforceable, shall be construed in all
respects as if such invalid or unenforceable term or provision were omitted.

Section
14. Counterparts. This Control Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Control Agreement by signing and delivering
one or more counterparts.

[Signature Page Follows]

---



IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

| |                           |        |   
| | ------------------------- | ------ | --
| | [                         |        | ],
| |                           |        |   
| | By:                       |        |   
| |                           |        |   
| |                           | Name:  |   
| |                           | Title: |   
| |                           |        |   
| | [                         | ],     |   
| | as
  Administrative Agent |       
| |                           |       
| | By:                       |        |   
| |                           |        |   
| |                           | Name:  |   
| |                           | Title: |   
| |                           |        |   
| | By:                       |        |   
| |                           |        |   
| |                           | Name:  |   
| |                           | Title: |   
| |                           |        |   
| | [                         |        | ],
| | as Bank                   |       
| |                           |       
| | By:                       |        |   
| |                           |        |   
| |                           | Name:  |   
| |                           | Title: |   

---



SCHEDULE 1

Designated Accounts

---



EXHIBIT A

Letterhead of UBS AG, Stamford Branch

[Date]

[Bank]
[Address]

Attention:
_______________

Re: Notice of Sole Control

Ladies and
Gentlemen:

As
referenced in Section 8(i) of the Control Agreement Concerning Deposit
Accounts dated as of _______, 2005, by and among D 56, Inc., a Minnesota
corporation and Lenox, Incorporated, a New Jersey corporation (collectively,
the Company), us and you (the Control Agreement; capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Control Agreement) (a copy of which is attached) we hereby give
you notice of our sole control over the Designated Account(s), account number(s):
_____________________________________________ (the Specified Designated Accounts).
You are hereby instructed not to accept any direction or instructions with
respect to the Specified Designated Accounts or any funds credited thereto from
any Person other than the undersigned, unless otherwise ordered by a court of
competent jurisdiction.

You
are instructed to deliver a copy of this notice by facsimile transmission to
the Company.

| |                            |        | 
| | -------------------------- | ------ | 
| | Very truly
  yours,        |       
| |                            |       
| | UBS AG,
  Stamford Branch, |       
| | as
  Administrative Agent  |       
| |                            |        | 
| | By:                        |        | 
| |                            |        | 
| |                            | Name:  | 
| |                            | Title: | 
| |                            |        | 
| | By:                        |        | 
| |                            |        | 
| |                            | Name:  | 
| |                            | Title: | 

cc: D 56,
Inc., and Lenox, Incorporated

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