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                                                                    Exhibit 10.2

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                       GUARANTEE AND COLLATERAL AGREEMENT

                                     made by

                             ALPHA NR HOLDING, INC.,

                               ANR HOLDINGS, LLC,

                          ALPHA NATURAL RESOURCES, LLC

        and certain other Subsidiaries of Alpha Natural NR Holding, Inc.

                                   in favor of

   CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent

                          Dated as of October 26, 2005

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                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                         <C>
SECTION 1. DEFINED TERMS.................................................     1
     1.1.  Definitions...................................................     1
     1.2.  Other Definitional Provisions.................................     9

SECTION 2. GUARANTEE.....................................................     9
     2.1.  Guarantee.....................................................     9
     2.2.  Rights of Reimbursement, Contribution and Subrogation.........    10
     2.3.  Amendments, etc. with respect to the Borrower Obligations.....    12
     2.4.  Guarantee Absolute and Unconditional..........................    12
     2.5.  Reinstatement.................................................    13
     2.6.  Payments......................................................    13
     2.7.  Subordination.................................................    13

SECTION 3. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER
           COLLATERAL....................................................    13

SECTION 4. REPRESENTATIONS AND WARRANTIES................................    15
     4.1.  Representations in Credit Agreement...........................    15
     4.2.  Title; No Other Liens.........................................    15
     4.3.  Perfected First Priority Liens. ..............................    16
     4.4.  Name; Jurisdiction of Organization, etc.......................    16
     4.5.  Inventory and Equipment.......................................    16
     4.6.  Farm Products.................................................    17
     4.7.  Investment Property...........................................    17
     4.8.  Receivables...................................................    18
     4.9.  Intellectual Property.........................................    18
     4.10. Letters of Credit and Letter of Credit Rights.................    19
     4.11. Commercial Tort Claims........................................    19
     4.12. Contracts.....................................................    19

SECTION 5. COVENANTS.....................................................    20
     5.1.  Covenants in Credit Agreement.................................    20
     5.2.  Delivery and Control of Instruments, Chattel Paper, Negotiable
           Documents, Investment Property and Deposit Accounts...........    20
     5.3.  Maintenance of Insurance......................................    22
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     5.4.  Payment of Obligations........................................    23
     5.5.  Maintenance of Perfected Security Interest; Further
           Documentation.................................................    23
     5.6.  Changes in Locations, Name, Jurisdiction of Incorporation,
           etc...........................................................    24
     5.7.  Notices.......................................................    24
     5.8.  Investment Property...........................................    24
     5.9.  Receivables...................................................    25
     5.10. Intellectual Property.........................................    26
     5.11. Contracts.....................................................    28
     5.12. Commercial Tort Claims........................................    28

SECTION 6. REMEDIAL PROVISIONS...........................................    28
     6.1.  Certain Matters Relating to Receivables.......................    28
     6.2.  Communications with Obligors; Grantors Remain Liable..........    29
     6.3.  Pledged Securities............................................    29
     6.4.  Proceeds to be Turned Over To Collateral Agent................    31
     6.5.  Application of Proceeds.......................................    31
     6.6.  Code and Other Remedies.......................................    32
     6.7.  Registration Rights...........................................    33
     6.8.  Deficiency....................................................    34

SECTION 7. THE COLLATERAL AGENT..........................................    34
     7.1.  Collateral Agent's Appointment as Attorney-in-Fact, etc.......    34
     7.2.  Duty of Collateral Agent......................................    36
     7.3.  Execution of Financing Statements.............................    36
     7.4.  Authority of Collateral Agent.................................    36
     7.5.  Appointment of Co-Collateral Agents...........................    36

SECTION 8. MISCELLANEOUS.................................................    36
     8.1.  Amendments in Writing.........................................    36
     8.2.  Notices.......................................................    37
     8.3.  No Waiver by Course of Conduct; Cumulative Remedies...........    37
     8.4.  Enforcement Expenses; Indemnification.........................    37
     8.5.  Successors and Assigns........................................    37
     8.6.  Set-Off.......................................................    37
     8.7.  Counterparts..................................................    38
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     8.8.  Severability..................................................    38
     8.9.  Section Headings..............................................    38
     8.10. Integration...................................................    38
     8.11. APPLICABLE LAW................................................    38
     8.12. Submission to Jurisdiction; Waivers...........................    38
     8.13. Acknowledgments...............................................    39
     8.14. Additional Grantors...........................................    39
     8.15. Releases......................................................    39
     8.16. WAIVER OF JURY TRIAL..........................................    40
</TABLE>

Exhibits, Annexes and Schedules

<TABLE>
<S>                <C>
Annex 1            Form of Assumption Agreement
Schedule 4.3       Perfected First Priority Liens
Schedule 4.4       Name; Jurisdiction of Organization
Schedule 4.5(a)    Locations of Inventory and Equipment
Schedule 4.5(b)    Locations of active mine portal sites or preparation plants
                   and As-Extracted Collateral
Schedule 4.7(a)    Pledged Stock, etc.
Schedule 4.7(b)    Pledged Debt, etc.
Schedule 4.7(c)    Securities Accounts, Commodities Accounts and Deposit
                   Accounts
Schedule 4.8(b)    Securities Accounts, Commodities Accounts and Deposit
                   Accounts
Schedule 4.9(a)    Intellectual Property
Schedule 4.9(c)    Intellectual Property subject to License or Franchise
                   Agreement
Schedule 4.9(e)    Licensed Intellectual Property
Schedule 4.9(h)    Necessary Acts not performed, Fees not paid in connection
                   with Intellectual Property
Schedule 4.10      Letters of Credit and Letter of Credit Rights
Schedule 4.11      Commercial Tort Claims
Schedule 4.12(h)   Material Contracts with Governmental Authority
Schedule 8.2       Notices
Exhibit A          Form of Acknowledgment and Consent
Exhibit B-1        Form of Intellectual Property Security Agreement
Exhibit B-2        Form of After-Acquired Intellectual Property Security
                   Agreement
Exhibit C          Form of Account Control Agreement
Exhibit D          Form of Commodity Contract
</TABLE>


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          GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 26, 2005, made
by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the "Grantors"), in favor of CITICORP
NORTH AMERICA, INC., as administrative agent (in such capacity and together with
its successors, the "Administrative Agent") and as collateral agent (in such
capacity and together with its successors, the "Collateral Agent") for (i) the
banks and other financial institutions or entities (the "Lenders") from time to
time parties to the Credit Agreement, dated as of October 26, 2005 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Alpha NR Holding, Inc., a Delaware corporation ("Holdings"), Alpha Natural
Resources, LLC, a Delaware limited liability company (the "Borrower"), the
Lenders party thereto, the Administrative Agent, UBS Securities LLC, as
syndication agent (in such capacity, the "Syndication Agent"), the
co-documentation agents signatory thereto (the "Co-Documentation Agents"),
Citigroup Global Markets Inc. and UBS Securities LLC as joint lead arrangers and
joint book managers (collectively, in such capacities, the "Joint Lead
Arrangers"), and (ii) the other Secured Parties (as hereinafter defined).

                                   WITNESSETH:

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

          WHEREAS, the Borrower is a member of an affiliated group of companies
that includes (after giving effect to the Acquisition) each other Grantor;

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

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

          WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective extensions of credit to the Borrower under the Credit
Agreement that the Grantors shall have executed and delivered this Agreement to
the Collateral Agent for the ratable benefit of the Secured Parties;

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

                            SECTION 1. DEFINED TERMS

          1.1. Definitions.

          (a) Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement, and the following terms are used herein as defined in the New York
UCC (and if defined in more than one Article of the New York UCC, such terms
shall have the meanings given in Article 9 thereof): Accounts, Account Debtor,
As-Extracted Collateral, Certificated Security, Chattel Paper, Commercial Tort
Claim, Commodity Account,

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Commodity Contract, Commodity Intermediary, Documents, Deposit Account,
Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures,
Goods, Instruments, Inventory, Letter of Credit, Letter of Credit Rights, Money,
Payment Intangibles, Securities Account, Securities Intermediary, Security,
Security Entitlement, Supporting Obligations, Tangible Chattel Paper and
Uncertificated Security.

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

          "Administrative Agent" shall have the meaning assigned to such term in
     the preamble.

          "Agents" shall mean the Administrative Agent and the Collateral Agent.

          "Agreement" shall mean this Guarantee and Collateral Agreement, as the
     same may be amended, supplemented, replaced or otherwise modified from time
     to time.

          "Borrower" shall have the meaning assigned to such term in the
     preamble.

          "Borrower Obligations" shall mean the collective reference to the due
     and punctual payment or performance, when due, of the unpaid principal of
     and interest on (including interest accruing after the maturity of the
     Loans and reimbursement obligations in respect of amounts drawn under
     Letters of Credit and interest accruing after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to any Grantor, whether or not a claim for post-filing
     or post-petition interest is allowed in such proceeding) the Loans and all
     other obligations and liabilities of the Grantors to the Joint Lead
     Arrangers, to any Agent or to any Lender (or, in case of Specified Swap
     Agreements, any Lender or any Affiliate of any Lender or any Agent or any
     Affiliate of any Agent), whether direct or indirect, absolute or
     contingent, due or to become due, or now existing or hereafter incurred,
     which may arise under, out of, or in connection with the Credit Agreement,
     any other Loan Document, the Letters of Credit, any Specified Swap
     Agreement or any other document made, delivered or given in connection
     herewith or therewith, whether on account of principal, interest,
     reimbursement obligations, fees, indemnities, costs, expenses (including
     all fees, charges and disbursements of counsel to the Joint Lead Arrangers,
     to any Agent or to any Lender that are required to be paid by any Grantor
     pursuant to the Credit Agreement or any other Loan Document) or otherwise;
     provided, that (i) obligations of Holdings, the Borrower or any other Loan
     Party under any Specified Swap Agreement shall be secured and guaranteed
     pursuant to the Security Documents only to the extent that, and for so long
     as the other obligations under the Loan Documents are so secured and
     guaranteed, (ii) any release of collateral or guarantors effected in the
     manner permitted by the Credit Agreement or any other Loan Document shall
     not require the consent of holders of obligations under Specified Swap
     Agreements and (iii) the amount of secured obligations under any Specified
     Swap Agreements shall not exceed the net amount, including any net
     termination payments, that would be required to be paid to the counterparty
     to such Specified Swap Agreement on the date of termination of such
     Specified Swap Agreement.

          "Co-Documentation Agents" shall have the meaning assigned to such term
     in the preamble.

          "Collateral" shall have the meaning assigned to such term in Section
     3.


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          "Collateral Account" shall mean (i) any collateral account established
     by the Collateral Agent as provided in Section 6.1, 6.3 or 6.4 or (ii) any
     cash collateral account established as provided in Section 2.05(j) of the
     Credit Agreement.

          "Collateral Account Funds" shall mean, collectively, the following:
     all funds (including all trust monies), investments (including all
     Permitted Investments) credited to, or purchased with funds from, any
     Collateral Account 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 Collateral Agent for or on behalf of any
     Grantor in substitution for, or in addition to, any or all of the
     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
     Collateral.

          "Collateral Agent" shall have the meaning assigned to such term in the
     preamble.

          "Contracts" shall mean all contracts and agreements between any
     Grantor and any other person (in each case, whether written or oral, or
     third party or intercompany) as the same may be amended, assigned,
     extended, restated, supplemented, replaced or otherwise modified from time
     to time including (i) all rights of any Grantor to receive moneys due and
     to become due to it thereunder or in connection therewith, (ii) all rights
     of any Grantor to receive proceeds of any insurance, indemnity, warranty or
     guaranty with respect thereto, (iii) all rights of any Grantor to damages
     arising thereunder and (iv) all rights of any Grantor to terminate, and to
     perform and compel performance of, such Contracts and to exercise all
     remedies thereunder.

          "Copyright Licenses" shall mean any Contract naming any Grantor as
     licensor or licensee (including those listed in Schedule 4.9(a) (as such
     schedule may be amended or supplemented from time to time)), granting any
     right in, to or under any Copyright, including the grant of rights to
     manufacture, print, publish, copy, import, export, distribute, exploit and
     sell materials derived from any Copyright.

          "Copyrights" shall mean (i) all copyrights arising under the laws of
     the United States, any other country, or union of countries, or any
     political subdivision of any of the foregoing, whether registered or
     unregistered and whether published or unpublished (including those listed
     in Schedule 4.9(a) (as such schedule may be amended or supplemented from
     time to time)), all registrations and recordings thereof, and all
     applications in connection therewith and rights corresponding thereto
     throughout the world, including all registrations, recordings and
     applications in the United States Copyright Office, (ii) the right to, and
     to obtain, all extensions and renewals thereof, and the right to sue for
     past, present and future infringements of any of the foregoing, (iii) all
     proceeds of the foregoing, including license, royalties, income, payments,
     claims, damages, and proceeds of suit and (iv) all other rights of any kind
     whatsoever accruing thereunder or pertaining thereto.

          "Credit Agreement" shall have the meaning assigned to such term in the
     preamble.

          "Dollars" or "$" shall mean lawful money of the United States of
     America.

          "Excluded Assets" shall mean any lease, license, contract, property
     right or agreement to which any Grantor is a party or any of its rights or
     interests thereunder if and only for so long as the grant of a security
     interest hereunder shall constitute or result in a breach, termination or
     default under any such lease, license, contract, property right or
     agreement (other than to the


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<PAGE>

     extent that any such term would be rendered ineffective pursuant to
     Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant
     jurisdiction or any other applicable law or principles of equity);
     provided, however, that such security interest shall attach immediately to
     any portion of such lease, license, contract, property rights or agreement
     that does not result in any of the consequences specified above.

          "Excluded Equity Interests" shall mean (i) any Equity Interests with
     respect to which the Collateral and Guarantee Requirement or the other
     paragraphs of Section 5.09 of the Credit Agreement need not be satisfied by
     reason of Section 5.09(f) of the Credit Agreement, (ii) any Equity
     Interests of a Subsidiary to the extent that, as of the Closing Date, and
     for so long as, such a pledge of such Equity Interests would violate a
     contractual obligation binding on such Equity Interests, (iii) any Equity
     Interests of a Subsidiary of a Guarantor acquired after the Closing Date
     if, and to the extent that, and for so long as, (A) a pledge of such Equity
     Interests would violate applicable law or any contractual obligation
     binding upon such Subsidiary and (B) such law or obligation existed at the
     time of the acquisition thereof and was not created or made binding upon
     such Subsidiary in contemplation of or in connection with the acquisition
     of such Subsidiary (provided that the foregoing clause (B) shall not apply
     in the case of a joint venture, including a joint venture that is a
     Subsidiary), (iv) any Equity Interests of a person that is not directly or
     indirectly a Subsidiary, (v) to the extent applicable law requires that a
     Subsidiary of such Grantor issue directors' qualifying shares, such shares
     or nominee or other similar shares, or (vi) more than 65% of the total
     outstanding voting Equity Interests of a Foreign Subsidiary.

          "General Intangibles" shall mean all "general intangibles" as such
     term is defined in Section 9-102(a)(42) of the New York UCC and, in any
     event, including with respect to any Grantor, all rights of such Grantor to
     receive any tax refunds, all Swap Agreements and all contracts, agreements,
     instruments and indentures and all licenses, permits, concessions,
     franchises and authorizations issued by Governmental Authorities in any
     form, and portions thereof, to which such Grantor is a party or under which
     such Grantor has any right, title or interest or to which such Grantor or
     any property of such Grantor is subject, as the same may from time to time
     be amended, supplemented, replaced or otherwise modified, including (i) all
     rights of such Grantor to receive moneys due and to become due to it
     thereunder or in connection therewith, (ii) all rights of such Grantor to
     receive proceeds of any insurance, indemnity, warranty or guaranty with
     respect thereto, (iii) all rights of such Grantor to damages arising
     thereunder and (iv) all rights of such Grantor to terminate and to perform
     and compel performance and to exercise all remedies thereunder.

          "Grantors" shall have the meaning assigned to such term in the
     preamble.

          "Guarantor Obligations" shall mean with respect to any Guarantor, all
     obligations and liabilities of such Guarantor which may arise under or in
     connection with this Agreement (including Section 2) or any other Loan
     Document to which such Guarantor is a party, in each case whether on
     account of guarantee obligations, reimbursement obligations, fees,
     indemnities, costs, expenses or otherwise (including all fees and
     disbursements of counsel to any Secured Party that are required to be paid
     by such Guarantor pursuant to the terms of this Agreement or any other Loan
     Document).

          "Guarantors" shall mean the collective reference to each Grantor other
     than the Borrower.

          "Holdings" shall have the meaning assigned to such term in the
     preamble.


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<PAGE>

          "Insurance" shall mean (i) all insurance policies covering any or all
     of the Collateral (regardless of whether the Collateral Agent is the loss
     payee thereof) and (ii) any key man life insurance policies.

          "Intellectual Property" shall mean the collective reference to all
     rights, priorities and privileges relating to intellectual property,
     whether arising under United States, multinational or foreign laws or
     otherwise, including the Copyrights, the Copyright Licenses, the Patents,
     the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade
     Secrets and the Trade Secret Licenses, and all rights to sue at law or in
     equity for any past, present and future infringement or other impairment
     thereof, including the right to receive all proceeds and damages therefrom.

          "Intellectual Property Collateral" shall mean that portion of the
     Collateral that constitutes Intellectual Property.

          "Intercompany Note" shall mean any promissory note evidencing loans
     made by any Grantor to Holdings, the Borrower or any of the Subsidiaries,
     including any Subordinated Intercompany Debt.

          "Investment Property" shall mean the collective reference to (i) all
     "investment property" as such term is defined in Section 9-102(a)(49) of
     the New York UCC (other than any issued and outstanding voting stock of any
     Foreign Subsidiary excluded from the definition of "Pledged Equity
     Interests") including all Certificated Securities and Uncertificated
     Securities, all Security Entitlements, all Securities Accounts, all
     Commodity Contracts and all Commodity Accounts, (ii) security entitlements,
     in the case of any United States Treasury book-entry securities, as defined
     in 31 C.F.R. section 357.2, or, in the case of any United States federal
     agency book-entry securities, as defined in the corresponding United States
     federal regulations governing such book-entry securities, and (iii) whether
     or not otherwise constituting "investment property", all Pledged Notes, all
     Pledged Equity Interests, all Pledged Security Entitlements and all Pledged
     Commodity Contracts.

          "Issuers" shall mean the collective reference to each issuer of a
     Pledged Security.

          "Joint Lead Arrangers" shall have the meaning assigned to such term in
     the preamble.

          "Lenders" shall have the meaning assigned to such term in the
     preamble.

          "Licensed Intellectual Property" shall have the meaning assigned to
     such term in Section 4.9(a).

          "Material Contract" shall mean any Contract or other arrangement to
     which any Grantor is a party that is material to all of the Grantors and
     their subsidiaries, taken as a whole, and for which breach, nonperformance,
     cancellation or failure to renew would reasonably be expected to have a
     Material Adverse Effect.

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

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


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<PAGE>

          "Owned Intellectual Property" shall have the meaning assigned to such
     term in Section 4.9(a).

          "Patent License" shall mean any Contract providing for the grant by or
     to any Grantor of any right to manufacture, use, import, export, distribute
     or sell any invention covered in whole or in part by a Patent, including
     any of the foregoing listed in Schedule 4.9(a) (as such schedule may be
     amended or supplemented from time to time).

          "Patents" shall mean (i) all letters of patent of the United States,
     any other country, union of countries or any political subdivision of any
     of the foregoing, all reissues and extensions thereof and all goodwill
     associated therewith, including any of the foregoing listed in Schedule
     4.9(a) (as such schedule may be amended or supplemented from time to time),
     (ii) all applications for letters of patent of the United States or any
     other country or union of countries or any political subdivision of any of
     the foregoing and all divisions, continuations and continuations-in-part
     thereof, all improvements thereof, including any of the foregoing listed in
     Schedule 4.9(a) (as such schedule may be amended or supplemented from time
     to time), (iii) all rights to, and to obtain, any reissues or extensions of
     the foregoing and (iv) all proceeds of the foregoing, including licenses,
     royalties, income, payments, claims, damages and proceeds of suit.

          "person" shall mean any natural person, corporation, trust, business
     trust, joint venture, joint stock company, association company, limited
     liability company, partnership, Governmental Authority or other entity.

          "Pledged Collateral" shall mean the collective reference to the
     Pledged Commodity Contracts, the Pledged Securities and the Pledged
     Security Entitlements.

          "Pledged Commodity Contracts" shall mean all commodity contracts
     listed on Schedule 4.7(c) (as such schedule may be amended from time to
     time) and all other commodity contracts to which any Grantor is party from
     time to time.

          "Pledged Debt Securities" shall mean all debt securities now owned or
     hereafter acquired by any Grantor, including the debt securities listed on
     Schedule 4.7(b) (as such schedule may be amended or supplemented from time
     to time), together with any other certificates, options, rights or security
     entitlements of any nature whatsoever in respect of the debt securities of
     any person that may be issued or granted to, or held by, any Grantor while
     this Agreement is in effect.

          "Pledged Equity Interests" shall mean all Pledged Stock, Pledged LLC
     Interests, Pledged Partnership Interests and Pledged Trust Interests.

          "Pledged LLC Interests" shall mean all interests of any Grantor now
     owned or hereafter acquired in any limited liability company, including all
     limited liability company interests listed on Schedule 4.7(a) hereto under
     the heading "Pledged LLC Interests" (as such schedule may be amended or
     supplemented from time to time) and the certificates, if any, representing
     such limited liability company interests and any interest of such Grantor
     on the books and records of such limited liability company and, subject to
     Section 6.3, all dividends, distributions, cash, warrants, rights, options,
     instruments, securities and other property or proceeds from time to time
     received, receivable or otherwise distributed in respect of or in exchange
     for any or all of such limited liability company interests and any other
     warrant, right or option to acquire any of the foregoing; provided,
     however, "Pledged LLC Interests" shall not include any "Excluded Equity
     Interests".


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<PAGE>

          "Pledged Notes" shall mean all promissory notes now owned or hereafter
     acquired by any Grantor, including those listed on Schedule 4.7(b) (as such
     schedule may be amended or supplemented from time to time), and all
     Intercompany Notes at any time issued to or held by any Grantor .

          "Pledged Partnership Interests" shall mean all interests of any
     Grantor now owned or hereafter acquired in any general partnership, limited
     partnership, limited liability partnership or other partnership, including
     all partnership interests listed on Schedule 4.7(a) hereto under the
     heading "Pledged Partnership Interests" (as such schedule may be amended or
     supplemented from time to time), and the certificates, if any, representing
     such partnership interests and any interest of such Grantor on the books
     and records of such partnership and, subject to Section 6.3, all dividends,
     distributions, cash, warrants, rights, options, instruments, securities and
     other property or proceeds from time to time received, receivable or
     otherwise distributed in respect of or in exchange for any or all of such
     partnership interests and any other warrant, right or option to acquire any
     of the foregoing; provided, however, "Pledged Partnership Interests" shall
     not include any "Excluded Equity Interests".

          "Pledged Securities" shall mean the collective reference to the
     Pledged Debt Securities, the Pledged Notes and the Pledged Equity
     Interests.

          "Pledged Security Entitlements" shall mean all security entitlements
     with respect to the financial assets listed on Schedule 4.7(c) (as such
     schedule may be amended from time to time) and all other security
     entitlements of any Grantor.

          "Pledged Stock" shall mean all shares of capital stock now owned or
     hereafter acquired by any Grantor, including all shares of capital stock
     listed on Schedule 4.7(a) hereto under the heading "Pledged Stock" (as such
     schedule may be amended or supplemented from time to time), and the
     certificates, if any, representing such shares and any interest of such
     Grantor in the entries on the books of the issuer of such shares and,
     subject to Section 6.3, all dividends, distributions, cash, warrants,
     rights, options, instruments, securities and other property or proceeds
     from time to time received, receivable or otherwise distributed in respect
     of or in exchange for any or all of such shares and any other warrant,
     right or option to acquire any of the foregoing; provided, however, that
     "Pledged Stock" shall not include any "Excluded Equity Interests".

          "Pledged Trust Interests" shall mean all interests of any Grantor now
     owned or hereafter acquired in a Delaware business trust or other trust,
     including all trust interests listed on Schedule 4.7(a) hereto under the
     heading "Pledged Trust Interests" (as such schedule may be amended or
     supplemented from time to time) and the certificates, if any, representing
     such trust interests and any interest of such Grantor on the books and
     records of such trust or on the books and records of any securities
     intermediary pertaining to such interest and, subject to Section 6.3, all
     dividends, distributions, cash, warrants, rights, options, instruments,
     securities and other property or proceeds from time to time received,
     receivable or otherwise distributed in respect of or in exchange for any or
     all of such trust interests and any other warrant, right or option to
     acquire any of the foregoing; provided, however, "Pledged Trust Interests"
     shall not include any "Excluded Equity Interests".

          "Proceeds" shall mean all "proceeds" as such term is defined in
     Section 9-102(a)(64) of the New York UCC and, in any event, shall include
     all dividends or other income from the Investment Property, collections
     thereon or distributions or payments with respect thereto.


                                        7

<PAGE>

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

          "Receivable" shall mean all Accounts and any other right to payment
     for goods or other property sold, leased, licensed or otherwise disposed of
     or for services rendered, whether or not such right is evidenced by an
     Instrument or Chattel Paper or classified as a Payment Intangible and
     whether or not it has been earned by performance. References herein to
     Receivables shall include any Supporting Obligation or collateral securing
     such Receivable.

          "Secured Parties" shall mean, collectively, the Joint Lead Arrangers,
     the Agents, the Lenders and, with respect to any Specified Swap Agreement,
     any Qualified Counterparty that has agreed to be bound by the provisions of
     Article VIII of the Credit Agreement as if it were a Lender party thereto;
     provided that no Qualified Counterparty shall have any rights in connection
     with the management or release of any Collateral or the obligations of any
     Guarantor under this Agreement.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Specified Swap Agreement" shall mean any Swap Agreement (a) entered
     into by (i) Holdings, the Borrower or any of the Subsidiaries and (ii) any
     Lender or any Affiliate thereof or any Agent or any Affiliate thereof, or
     any person that was a Lender or an Affiliate thereof or an Agent or
     Affiliate thereof when such Swap Agreement was entered into as counterparty
     and (b) which has been designated by such Lender or Agent and the Borrower,
     by notice to the Administrative Agent not later than 90 days after the
     execution and delivery thereof by Holdings, the Borrower or such
     Subsidiary, as a Specified Swap Agreement; provided that the designation of
     any Swap Agreement as a Specified Swap Agreement shall not create in favor
     of any Lender or Affiliate thereof or any Agent or any Affiliate thereof
     that is a party thereto any rights in connection with the management or
     release of any Collateral or of the obligations of any Guarantor under this
     Agreement.

          "Syndication Agent" shall have the meaning assigned to such term in
     the preamble.

          "Trademark License" shall mean any Contract providing for the grant by
     or to any Grantor of any right in, to or under any Trademark, including any
     of the foregoing referred to in Schedule 4.9(a) (as such schedule may be
     amended or supplemented from time to time).

          "Trademarks" shall mean (i) all trademarks, trade names, corporate
     names, company names, business names, fictitious business names, trade
     styles, service marks, logos and other source or business identifiers, and
     all goodwill associated therewith, now existing or hereafter adopted or
     acquired, all registrations and recordings thereof, and all applications in
     connection therewith, whether in the United States Patent and Trademark
     Office or in any similar office or agency of the United States, any State
     thereof or any other country, union of countries, or any political
     subdivision of any of the foregoing, or otherwise, and all common-law
     rights related thereto, including any of the foregoing listed in Schedule
     4.9(a) (as such schedule may be amended or supplemented from time to time),
     (ii) the right to, and to obtain, all renewals thereof, (iii) the goodwill
     of the business symbolized by the foregoing, (iv) other source or business
     identifiers, designs and general intangibles of a like nature and (v) the
     right to sue for past, present and future infringements or dilution of any
     of the foregoing or for any injury to goodwill, and all proceeds of the
     foregoing, including royalties, income, payments, claims, damages and
     proceeds of suit.


                                        8

<PAGE>

          "Trade Secret License" shall mean any Contract providing for the grant
     by or to any Grantor of any right in, to or under any Trade Secret,
     including any of the foregoing listed in Schedule 4.9(a) (as such schedule
     may be amended or supplemented from time to time).

          "Trade Secrets" shall mean all trade secrets and all other
     confidential or proprietary information and know-how (all of the foregoing
     being collectively called a "Trade Secret"), whether or not reduced to a
     writing or other tangible form, including all documents and things
     embodying, incorporating or describing such Trade Secret, the right to sue
     for past, present and future infringements of any Trade Secret and all
     proceeds of the foregoing, including royalties, income, payments, claims,
     damages and proceeds of suit.

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

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

          (c) Where the context requires, terms relating to the Collateral or
any part thereof, when used in relation to a Grantor, shall refer to the
property or assets such Grantor has granted as Collateral or the relevant part
thereof.

          (d) The expressions "payment in full," "paid in full" and any other
similar terms or phrases when used herein with respect to the Borrower
Obligations or the Guarantor Obligations shall mean the unconditional, final and
irrevocable payment in full, in immediately available funds, of all of the
Borrower Obligations or the Guarantor Obligations, as the case may be, in each
case, unless otherwise specified, other than indemnification and other
contingent obligations not then due and payable.

          (e) The words "include", "includes" and "including", and words of
similar import, shall not be limiting and shall be deemed to be followed by the
phrase "without limitation".

          (f) All references to the Lenders herein shall, where appropriate,
include any Lender, any Agent or any Joint Lead Arranger or, in the case of any
Lender or Agent, any Affiliate thereof that is a party to a Specified Swap
Agreement.

                              SECTION 2. GUARANTEE

          2.1. Guarantee. Each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, as primary obligor and not merely as surety
guarantees to the Administrative Agent, for the ratable benefit of the Secured
Parties and their respective successors, indorsees, transferees and assigns, the
prompt and complete payment and performance by the Borrower when due (whether at
the stated maturity, by acceleration or otherwise) of the Borrower Obligations.

          (b) If and to the extent required in order for the Obligations of any
Guarantor to be enforceable under applicable federal, state and other laws
relating to the insolvency of debtors, the maximum liability of such Guarantor
hereunder shall be limited to the greatest amount which can lawfully be
guaranteed by such Guarantor under such laws, after giving effect to any rights
of contribution, reimbursement and subrogation arising under Section 2.2. Each
Guarantor acknowledges and agrees that, to the extent not prohibited by
applicable law, (i) such Guarantor (as opposed to its creditors, representatives
of creditors or bankruptcy trustee, including such Guarantor in its capacity as


                                        9

<PAGE>

debtor in possession exercising any powers of a bankruptcy trustee) has no
personal right under such laws to reduce, or request any judicial relief that
has the effect of reducing, the amount of its liability under this Agreement,
(ii) such Guarantor (as opposed to its creditors, representatives of creditors
or bankruptcy trustee, including such Guarantor in its capacity as debtor in
possession exercising any powers of a bankruptcy trustee) has no personal right
to enforce the limitation set forth in this Section 2.1(b) or to reduce, or
request judicial relief reducing, the amount of its liability under this
Agreement, and (iii) the limitation set forth in this Section 2.1(b) may be
enforced only to the extent required under such laws in order for the
obligations of such Guarantor under this Agreement to be enforceable under such
laws and only by or for the benefit of a creditor, representative of creditors
or bankruptcy trustee of such Guarantor or other person entitled, under such
laws, to enforce the provisions thereof.

          (c) Each Guarantor agrees that the Borrower Obligations may at any
time and from time to time be incurred or permitted in an amount exceeding the
maximum liability of such Guarantor under Section 2.1(b) without impairing the
guarantee contained in this Section 2 or affecting the rights and remedies of
any Secured Party hereunder.

          (d) The guarantee contained in this Section 2 shall remain in full
force and effect until payment in full of the Obligations (other than
Obligations in respect of any Specified Swap Agreement), notwithstanding that
from time to time during the term of the Credit Agreement the Borrower may be
free from any Borrower Obligations.

          (e) No payment made by the Borrower, any of the Guarantors, any other
guarantor or any other person or received or collected by any Secured Party from
the Borrower, any of the Guarantors, any other guarantor or any other person by
virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Borrower Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of any Guarantor hereunder which shall, notwithstanding any
such payment (other than any payment made by such Guarantor in respect of the
Borrower Obligations or any payment received or collected from such Guarantor in
respect of the Borrower Obligations), remain liable for the Borrower Obligations
up to the maximum liability of such Guarantor hereunder until the Borrower
Obligations (other than Obligations in respect of any Specified Swap Agreement)
are paid in full, no letter of credit shall be outstanding under the Credit
Agreement and all commitments to extend credit under the Credit Agreement shall
have been terminated or have expired.

          2.2. Rights of Reimbursement, Contribution and Subrogation. In case
any payment is made on account of the Obligations by any Grantor or is received
or collected on account of the Obligations from any Grantor or its property:(a)
If such payment is made by the Borrower or from its property, then, if and to
the extent such payment is made on account of Obligations arising from or
relating to a Loan or other extension of credit made to the Borrower or a letter
of credit issued for the account of the Borrower, the Borrower shall not be
entitled (i) to demand or enforce reimbursement or contribution in respect of
such payment from any other Grantor or (ii) to be subrogated to any claim,
interest, right or remedy of any Secured Party against any other person,
including any other Grantor or its property.

          (b) If such payment is made by a Guarantor or from its property, such
Guarantor shall be entitled, subject to and upon payment in full of the
Obligations, (i) to demand and enforce reimbursement for the full amount of such
payment from the Borrower and (ii) to demand and enforce contribution in respect
of such payment from each other Guarantor that has not paid its fair share of
such payment, as necessary to ensure that (after giving effect to any
enforcement of reimbursement rights provided hereby) each Guarantor pays its
fair share of the unreimbursed portion of such payment. For this purpose, the
fair share of each Guarantor as to any unreimbursed payment shall be determined
based on


                                       10

<PAGE>

an equitable apportionment of such unreimbursed payment among all Guarantors
based on the relative value of their assets and any other equitable
considerations deemed appropriate by a court of competent jurisdiction.

          (c) If and whenever (after payment in full of the Obligations) any
right of reimbursement or contribution becomes enforceable by any Grantor
against any other Grantor under Sections 2.2(a) and 2.2(b), such Grantor shall
be entitled, subject to and upon payment in full of the Obligations, to be
subrogated (equally and ratably with all other Grantors entitled to
reimbursement or contribution from any other Grantor as set forth in this
Section 2.2) to any security interest that may then be held by the
Administrative Agent or the Collateral Agent upon any Collateral granted to it
in this Agreement. Such right of subrogation shall be enforceable solely against
the Grantors, and not against the Secured Parties, and neither the
Administrative Agent nor any other Secured Party shall have any duty whatsoever
to warrant, ensure or protect any such right of subrogation or to obtain,
perfect, maintain, hold, enforce or retain any Collateral for any purpose
related to any such right of subrogation. If subrogation is demanded by any
Grantor, then (after payment in full of the Obligations) the Administrative
Agent shall deliver to the Grantors making such demand, or to a representative
of such Grantors or of the Grantors generally, an instrument satisfactory to the
Administrative Agent transferring, on a quitclaim basis without any recourse,
representation, warranty or obligation whatsoever, whatever security interest
the Administrative Agent or the Collateral Agent then may hold in whatever
Collateral may then exist that was not previously released or disposed of by the
Administrative Agent or the Collateral Agent.

          (d) All rights and claims arising under this Section 2.2 or based upon
or relating to any other right of reimbursement, indemnification, contribution
or subrogation that may at any time arise or exist in favor of any Grantor as to
any payment on account of the Obligations made by it or received or collected
from its property shall be fully subordinated in all respects to the prior
payment in full of all of the Obligations. Until payment in full of the
Obligations, no Grantor shall demand or receive any collateral security, payment
or distribution whatsoever (whether in cash, property or securities or
otherwise) on account of any such right or claim. If any such payment or
distribution is made or becomes available to any Grantor in any bankruptcy case
or receivership, insolvency or liquidation proceeding, such payment or
distribution shall be delivered by the person making such payment or
distribution directly to the Administrative Agent, for application to the
payment of the Obligations. If any such payment or distribution is received by
any Grantor, it shall be held by such Grantor in trust, as trustee of an express
trust for the benefit of the Secured Parties, and shall forthwith be transferred
and delivered by such Grantor to the Administrative Agent, in the exact form
received and, if necessary, duly endorsed.

          (e) The obligations of the Grantors under the Loan Documents,
including their liability for the Obligations and the enforceability of the
security interests granted thereby, are not contingent upon the validity,
legality, enforceability, collectibility or sufficiency of any right of
reimbursement, contribution or subrogation arising under this Section 2.2. The
invalidity, insufficiency, unenforceability or uncollectibility of any such
right shall not in any respect diminish, affect or impair any such obligation or
any other claim, interest, right or remedy at any time held by any Secured Party
against any Guarantor or its property. The Secured Parties make no
representations or warranties in respect of any such right and shall have no
duty to assure, protect, enforce or ensure any such right or otherwise relating
to any such right.

          (f) Each Grantor reserves any and all other rights of reimbursement,
contribution or subrogation at any time available to it as against any other
Grantor, but (i) the exercise and enforcement of such rights shall be subject to
Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured
Party shall ever have any duty or liability whatsoever in respect of any such
right, except as provided in Section 2.2(c).


                                       11

<PAGE>

          2.3. Amendments, etc. with respect to the Borrower Obligations. Each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by any Secured Party may be rescinded by such Secured Party and
any of the Borrower Obligations continued, and the Borrower Obligations, or the
liability of any other person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, increased, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
any Secured Party, and the Credit Agreement and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the parties
thereto may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by any Secured Party for the
payment of the Borrower Obligations may be sold, exchanged, waived, surrendered
or released. No Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any property
subject thereto.

          2.4. Guarantee Absolute and Unconditional. Each Guarantor waives any
and all notice of the creation, renewal, extension or accrual of any of the
Borrower Obligations and notice of or proof of reliance by any Secured Party
upon the guarantee contained in this Section 2 or acceptance of the guarantee
contained in this Section 2; the Borrower Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this
Section 2; and all dealings between the Borrower and any of the Guarantors, on
the one hand, and the Secured Parties, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 2. Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Borrower or any of the Guarantors with respect to the Borrower
Obligations. Each Guarantor understands and agrees that the guarantee contained
in this Section 2 shall be construed as a continuing, absolute and unconditional
guarantee of payment and performance without regard to (a) the validity or
enforceability (including pursuant to the effect of any law, regulation, decree
or order of any Governmental Authority) of the Credit Agreement or any other
Loan Document, any of the Borrower Obligations or any other collateral security
therefor or guarantee (including any non-perfection or release of any collateral
security or any release of any guarantee) or any right of offset with respect
thereto at any time or from time to time held by any Secured Party, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance
hereunder) which may at any time be available to or be asserted by the Borrower
or any other person against any Secured Party, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or such
Guarantor) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Borrower for the Borrower Obligations, or of such
Guarantor under the guarantee contained in this Section 2, in bankruptcy or in
any other instance. When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against any Guarantor, any Secured Party may, but
shall be under no obligation to, make a similar demand on or otherwise pursue
such rights and remedies as it may have against the Borrower, any other
Guarantor or any other person or against any collateral security or guarantee
for the Borrower Obligations or any right of offset with respect thereto, and
any failure by any Secured Party to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Borrower, any other Guarantor or any other person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of any
Secured Party against any Guarantor. For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.


                                       12

<PAGE>

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

          2.6. Payments. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars in immediately available funds at the office of the
Administrative Agent as specified in the Credit Agreement.

          2.7. Subordination.

          (a) Notwithstanding any provision of this Agreement to the contrary,
all rights of the Guarantors under Section 2.2 and all other rights of
indemnity, contribution or subrogation of the Guarantors under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Obligations. No failure on the part of the Borrower or any Guarantor
to make the payments required by Section 2.2 (or any other payments required
under applicable law or otherwise) shall in any respect limit the obligations
and liabilities of any Guarantor with respect to its obligations hereunder, and
each Guarantor shall remain liable for the full amount of the obligations of
such Guarantor hereunder.

          (b) Each Guarantor hereby agrees that all Indebtedness and other
monetary obligations owed by it to any other Guarantor or any Subsidiary shall
be fully subordinated to the indefeasible payment in full in cash of the
Obligations.

               SECTION 3. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER
               COLLATERAL

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

               (i)  all Accounts;

               (ii) all As-Extracted Collateral

               (iii) all Chattel Paper;

               (iv) all Collateral Accounts and all Collateral Account Funds;

               (v)  all Commercial Tort Claims specifically described on
                    Schedule 4.11;

               (vi) all Contracts;


                                       13

<PAGE>

               (vii) all Deposit Accounts;

               (viii) all Documents;

               (ix) all Equipment;

               (x)  all Fixtures;

               (xi) all General Intangibles;

               (xii) all Goods;

               (xiii) all Instruments;

               (xiv) all Insurance;

               (xv) all Intellectual Property;

               (xvi) all Inventory;

               (xvii) all Investment Property;

               (xviii) all Letters of Credit and Letter of Credit Rights;

               (xix) all Money;

               (xx) all Securities Accounts;

               (xxi) to the extent not otherwise included in clause (ii) above,
     all coal and other minerals severed or extracted from the ground of the
     Grantor (including all severed or extracted coal purchased, acquired or
     obtained from other persons), and all Accounts, General Intangibles and
     products and Proceeds thereof or related thereto, regardless of whether any
     such coal or other minerals are in raw form or processed for sale and
     regardless of whether or not any Grantor had an interest in the coal or
     other minerals before extraction or severance;

               (xxii) all books, records, ledger cards, files, correspondence,
     customer lists, blueprints, technical specifications, manuals, computer
     software, computer printouts, tapes, disks and other electronic storage
     media and related data processing software and similar items that at any
     time pertain to or evidence or contain information relating to any of the
     Collateral or are otherwise necessary or helpful in the collection thereof
     or realization thereupon; and

               (xxiii) to the extent not otherwise included, all other property,
     whether tangible or intangible, of the Grantor and all Proceeds, products,
     accessions, rents and profits of any and all of the foregoing and all
     collateral security, Supporting Obligations and guarantees given by any
     person with respect to any of the foregoing;

          provided that, notwithstanding any other provision set forth in this
Section 3, this Agreement shall not, at any time, constitute a grant of a
security interest in, or an assignment of, and "Collateral" shall not include
(x) Excluded Equity Interests and any other assets with respect to which the
Collateral and Guarantee Requirement or the other paragraphs of Section 5.09 of
the Credit Agreement


                                       14

<PAGE>

need not be satisfied by reason of Sections 5.09(f), (y) any Letter of Credit
Rights to the extent a Grantor is required by applicable law to apply the
proceeds of a drawing of such Letter of Credit for a specified purpose, or (z)
any Excluded Assets.

          (b) Notwithstanding anything herein to the contrary, (i) each Grantor
shall remain liable for all obligations under and in respect of the Collateral
and nothing contained herein is intended or shall be a delegation of duties to
the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain
liable under each of the contracts and agreements included in the Collateral,
including any Receivables, any Contracts and any agreements relating to Pledged
Partnership Interests or Pledged LLC Interests, to perform all of the
obligations undertaken by it thereunder all in accordance with and pursuant to
the terms and provisions thereof and neither the Collateral Agent nor any other
Secured Party shall have any obligation or liability under any of such
agreements by reason of or arising out of this Agreement or any other document
related hereto nor shall the Collateral Agent nor any other Secured Party have
any obligation to make any inquiry as to the nature or sufficiency of any
payment received by it or have any obligation to take any action to collect or
enforce any rights under any agreement included in the Collateral, including any
agreements relating to any Receivables, any Contracts or any agreements relating
to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise
by the Collateral Agent of any of its rights hereunder shall not release any
Grantor from any of its duties or obligations under the contracts and agreements
included in the Collateral, including any agreements relating to any
Receivables, any Contracts and any agreements relating to Pledged Partnership
Interests or Pledged LLC Interests.

               SECTION 4. REPRESENTATIONS AND WARRANTIES

          To induce the Joint Lead Arrangers, the Agents and the Lenders to
enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby
represents and warrants to the Secured Parties that:

          4.1. Representations in Credit Agreement. In the case of each
Guarantor (other than Holdings), the representations and warranties set forth in
Article III of the Credit Agreement as they relate to such Guarantor or to the
Loan Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference, are true and correct, in all material
respects, except for representations and warranties expressly stated to relate
to a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date, and
the Secured Parties shall be entitled to rely on each of them as if they were
fully set forth herein; provided that each reference in each such representation
and warranty to the Borrower's or Holdings' knowledge shall, for the purposes of
this Section 4.l, be deemed to be a reference to such Guarantor's knowledge.

          4.2. Title; No Other Liens. Such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims, including Liens
arising as a result of such Grantor becoming bound (as a result of merger or
otherwise) as grantor under a security agreement entered into by another person,
except for (a) Liens expressly permitted by Section 6.02 of the Credit Agreement
or arising by operation of law and (b) Liens with respect to which termination
statements (or similar release documents) have been delivered to the Collateral
Agent for termination or release on the Closing Date. No financing statement,
mortgage or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except (i) such as have
been filed in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, pursuant to this Agreement or as are expressly permitted by the
Credit Agreement, (ii) filings in respect of which termination statements (or
similar release documents) have been delivered to the Collateral Agent for
termination or release on the Closing Date, (iii) with respect to Liens
expressly permitted by Section 6.02 of the Credit Agreement and (iv) filings
with the


                                       15

<PAGE>

United States Patent and Trademark Office and United States Copyright Office
providing public notice of a Grantor's rights to the patents, trademarks, and
copyrights specified in such filings.

          4.3. Perfected First Priority Liens. The security interest granted
pursuant to this Agreement (a) constitutes a legal and valid security interest
in the Collateral in favor of the Collateral Agent securing the payment and
performance of the Obligations and (b) upon completion of the filings and other
actions specified on Schedule 4.3 (all of which, in the case of all filings and
other documents referred to on said Schedule, have been prepared by or delivered
to the Collateral Agent, or an agent or representative on its behalf, in duly
completed and duly executed form (which shall include the name of the record
owner of all real estate if other than such Grantor and real estate descriptions
sufficient to enable the Collateral Agent to record financing statements in the
real property records, in such jurisdictions identified on Schedule 4.3,
sufficient to perfect a security interest in all As-Extracted Collateral arising
from any Grantor's mining activities), as applicable, and may be filed by the
Collateral Agent at any time) and payment of all filing fees, will constitute a
perfected security interest in all of the Collateral in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, as collateral security
for such Grantor's Obligations, enforceable in accordance with the terms hereof,
in which a security interest may be perfected (i) by filing, recording or
registering a financing statement pursuant to the Uniform Commercial Code, (ii)
upon receipt and recording of a security agreement with the United States Patent
and Trademark Office and the United States Copyright Office, as applicable, or
(iii) by delivering such Collateral to the Collateral Agent, such security
interest will be prior to all other Liens on the Collateral, except for Liens
expressly permitted by Section 6.02 of the Credit Agreement or arising by
operation of law.

          4.4. Name; Jurisdiction of Organization, etc. On the date of this
Agreement, such Grantor's exact legal name (as indicated on the public record of
such Grantor's jurisdiction of formation or organization), jurisdiction of
organization, organizational identification number, if any, and the location of
such Grantor's chief executive office or sole place of business are specified on
Schedule 4.4. Each Grantor is organized solely under the law of the jurisdiction
so specified and has not filed any certificates of domestication, transfer or
continuance in any other jurisdiction. As of the date of this Agreement, except
as otherwise set forth on Schedule 4.4, (i) the jurisdiction of each such
Grantor's organization of formation is required to maintain a public record
showing the Grantor to have been organized or formed; and (ii) no such Grantor
has changed its name, jurisdiction of organization, chief executive office or
sole place of business or its corporate structure in any way (e.g., by merger,
consolidation, change in corporate form or otherwise) since the later of its
formation or acquisition by the Borrower or, to the knowledge of the Borrower,
within the five-year period prior to its formation or acquisition by the
Borrower and has not within the last five years become bound (whether as a
result of merger or otherwise) as a grantor under a security agreement entered
into by another person, which has not heretofore been terminated (or on the date
of this Agreement will be terminated).

          4.5. Inventory and Equipment. On the date of this Agreement, the
locations of the Inventory and the Equipment (other than mobile goods) included
in the Collateral are listed on Schedule 4.5(a). Within the four months
preceding execution of this Agreement, such Grantor has not changed the location
where a material portion of its Equipment and Inventory is located that is
included in the Collateral except as otherwise disclosed on Schedule 4.5(a).

          (b) On the date of this Agreement, except for those locations listed
on Schedule 4.5(a) where (i) mining equipment may be, from time to time, in the
possession of a third party in order to be repaired or rebuilt or (ii) coal
inventory may be, from time to time, stored on a temporary basis prior to being
transported to customers, none of the Inventory or Equipment that is included in
the Collateral is in the possession of an issuer of a negotiable document (as
defined in Section 7-104 of the New York UCC) therefor or is otherwise in the
possession of any bailee or warehouseman.


                                       16

<PAGE>

          4.6. Farm Products. As of the date of this Agreement, none of the
Collateral constitutes, or is the Proceeds of, Farm Products.

          4.7. Investment Property.

          (a) Schedule 4.7(a) hereto sets forth under the headings "Pledged
Stock," "Pledged LLC Interests," "Pledged Partnership Interests" and "Pledged
Trust Interests," respectively, (i) all of the Pledged Stock, Pledged LLC
Interests, Pledged Partnership Interests and Pledged Trust Interests owned by
any Grantor on the date of this Agreement and required to be pledged hereunder
in order to satisfy the Collateral and Guarantee Requirement and (ii) the
percentage of issued and outstanding shares of stock, percentage of membership
interests, percentage of partnership interests or percentage of beneficial
interest of the respective issuers thereof represented by such Pledged Equity
Interests. The Pledged Stock issued by any Grantor (or, to the knowledge of the
Borrower, the Pledged Stock issued by any other person to a Grantor) has been
duly and validly issued and is fully paid and non-assessable, and all other
Pledged Equity Interests are owned by such Grantor free and clear of all Liens
(other than Liens created hereunder).

          (b) Schedule 4.7(b) sets forth under the heading "Pledged Debt
Securities" or "Pledged Notes" each of the Pledged Debt Securities and Pledged
Notes owned by any Grantor, on the date of this Agreement, with a value in
excess of $1,000,000 and, in the case of Pledged Debt Securities and Pledged
Notes issued by any Grantor (or, in the case of any other Pledged Debt
Securities and Pledged Notes, to the knowledge of the Borrower) all of such
Pledged Debt Securities and Pledged Notes have been duly authorized,
authenticated or issued, and delivered and are legal, valid and binding
obligations of the issuers thereof enforceable in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principals of equity, regardless of whether considered in a proceeding
in equity or at law, and are not in default..

          (c) Schedule 4.7(c) hereto sets forth under the headings "Securities
Accounts," "Commodities Accounts," and "Deposit Accounts" respectively, all of
the Securities Accounts, Commodities Accounts and Deposit Accounts in which each
Grantor has an interest, as of the date of this Agreement, and in which the
value of each such account is in excess of $5,000,000. Each Grantor is the sole
entitlement holder or customer of each such account and no Grantor has consented
to or is otherwise aware of any person having "control" (within the meanings of
Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest
in, any Securities Account, Commodity Account, Deposit Account, in each case in
which such Grantor has an interest, or any securities, commodities or other
property credited thereto.

          (d) The terms of all Pledged LLC Interests in the Borrower expressly
provide that they are securities governed by Article 8 of the Uniform Commercial
Code as from time to time in effect in the State of Delaware.

          (e) The terms of any uncertificated Pledged LLC Interests and Pledged
Partnership Interests in any limited liability company or partnership controlled
by any Grantor and pledged hereunder shall not provide that they are securities
governed by Article 8 of the Uniform Commercial Code in effect from time to time
in the "issuer's jurisdiction" of each Issuer thereof (as such term is defined
in the Uniform Commercial Code in effect in such jurisdiction). There shall be
no certificated Pledged LLC Interests or Pledged Partnership Interests which
provide that they are securities governed by Article 8 of the Uniform Commercial
Code in effect from time to time in the "issuer's jurisdiction" of each Issuer
thereof, unless all certificates relating thereto have been delivered to the
Collateral Agent pursuant to the terms hereof.


                                       17

<PAGE>

          (f) Such Grantor is the record and beneficial owner of, and has good
and marketable title to, the Investment Property and Deposit Accounts pledged by
it hereunder.

          4.8. Receivables. (a) No amount payable to such Grantor under or in
connection with any Receivable with a value in excess of $5,000,000 is evidenced
by any Instrument or Tangible Chattel Paper which has not been delivered to the
Collateral Agent (other than checks received in the ordinary course of business)
or constitutes Electronic Chattel Paper that has not been subjected to the
control (within the meaning of Section 9-105 of the New York UCC) of the
Collateral Agent.

          (b) As of the date of this Agreement, none of the obligors on any
Receivables with a value in excess of $5,000,000 that are included in the
Collateral is a Governmental Authority, except as set forth on Schedule 4.8(b).

          (c) Each Receivable that is included in the Collateral on the date of
this Agreement (i) to such Grantor's knowledge, is and will be the legal, valid
and binding obligation of the Account Debtor in respect thereof, representing an
unsatisfied obligation of such Account Debtor, (ii) to such Grantor's knowledge,
is and will be enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law, (iii) is
not and will not be subject to any setoffs, defenses, taxes, counterclaims
(except with respect to refunds, returns, setoffs and allowances in the ordinary
course of business with respect to nonconforming products) and (iv) to such
Grantor's knowledge, is and will be in compliance with all applicable laws and
regulations.

          4.9. Intellectual Property. (a) Schedule 4.9(a) lists, as of the date
of this Agreement, all Intellectual Property which is registered with a
Governmental Authority or is the subject of an application for registration and
all material unregistered Intellectual Property, in each case which is owned by
such Grantor in its own name on the date hereof (collectively, the "Owned
Intellectual Property"). Except as set forth in Schedule 4.9(a), as of the date
of this Agreement, such Grantor owns such Owned Intellectual Property and is
otherwise entitled to use, and grant to others the right to use, all such Owned
Intellectual Property subject only to the license terms of the licensing or
franchise agreements referred to in paragraph (c) below. Such Grantor has a
valid and enforceable right to use all Intellectual Property material to its
business, but which it does not own (collectively, the "Licensed Intellectual
Property").

          (b) On the date of this Agreement, all Owned Intellectual Property
and, to such Grantor's knowledge, all Licensed Intellectual Property, in each
case, which is material to the Borrower and its Subsidiaries, taken as a whole
(collectively, the "Material Intellectual Property"), is valid, subsisting,
unexpired and enforceable and has not been abandoned. Neither the operation of
such Grantor's business as currently conducted or as contemplated to be
conducted nor the use of the Material Intellectual Property in connection
therewith materially conflicts with, infringes, misappropriates, dilutes,
misuses or otherwise materially violates the intellectual property rights of any
other person.

          (c) Except as set forth in Schedule 4.9(c), on the date of this
Agreement, (i) none of the Material Intellectual Property is the subject of any
licensing or franchise agreement pursuant to which such Grantor is the licensor
or franchisor and (ii) there are no other agreements, obligations, orders or
judgments which impair the use of any Material Intellectual Property.

          (d) As of the date of this Agreement, such Grantor is not aware of any
uses of any item of Material Intellectual Property that could reasonably be
expected to lead to such item becoming invalid


                                       18

<PAGE>

or unenforceable including unauthorized uses by third parties and uses which
were not supported by the goodwill of the business connected with Trademarks and
Trademark Licenses.

          (e) With respect to each Copyright License, Trademark License, Trade
Secret License and Patent License which is included within the Material
Intellectual Property, as of the date of this Agreement: (i) such license is
valid and binding and in full force and effect and represents the entire
agreement between the respective licensor and licensee with respect to the
subject matter of such license; (ii) such license will not cease to be valid and
binding and in full force and effect on terms identical to those currently in
effect as a result of the rights and interests granted herein, nor will the
grant of such rights and interests constitute a breach or default under such
license or otherwise give the licensor or licensee a right to terminate such
license; (iii) such Grantor has not received any notice of termination or
cancellation under such license; (iv) such Grantor has not received any notice
of a breach or default under such license, which breach or default has not been
cured; (v) such Grantor has not granted to any other person (other than ANR
Inc., Holdings or the Subsidiaries) any rights, adverse or otherwise, under such
license; and (vi) such Grantor is not in breach or default in any material
respect, and no event has occurred that, with notice and/or lapse of time, would
constitute such a breach or default or permit termination, modification or
acceleration under such license.

          (f) Except as set forth in Schedule 4.9(g), as of the date of this
Agreement, such Grantor has performed all acts and has paid all required fees
and taxes to maintain each and every item of Material Intellectual Property in
full force and effect and to protect and maintain its interest therein. Such
Grantor has used proper statutory notice in connection with its use of each
Patent, Trademark and Copyright that is included in the Material Intellectual
Property.

          (g) As of the date of this Agreement, none of the Trade Secrets that
are included within the Material Intellectual Property have been used, divulged,
disclosed or appropriated to the detriment of such Grantor for the benefit of
any other person; (ii) no employee, independent contractor or agent of such
Grantor has misappropriated any trade secrets of any other person in the course
of the performance of his or her duties as an employee, independent contractor
or agent of such Grantor; and (iii) no employee, independent contractor or agent
of such Grantor is in default or breach of any term of any employment agreement,
non-disclosure agreement, assignment of inventions agreement or similar
agreement or contract relating in any way to the protection, ownership,
development, use or transfer of such Grantor's Intellectual Property.

          (h) Such Grantor has made all filings and recordations necessary to
adequately protect its interest in its Material Intellectual Property, including
recordation of its interests in the Patents and Trademarks included within the
Material Intellectual Property with the United States Patent and Trademark
Office and in corresponding national and international patent offices, and
recordation of any of its interests in the Copyrights included within the
Material Intellectual Property with the United States Copyright Office and in
corresponding national and international copyright offices.

          4.10. Letters of Credit and Letter of Credit Rights. As of the date of
this Agreement, no Grantor is a beneficiary or assignee under any Letter of
Credit other than the Letters of Credit described on Schedule 4.10.

          4.11. Commercial Tort Claims. No Grantor has any Commercial Tort
Claims as of the date of this Agreement individually or in the aggregate in
excess of $1,000,000.

          4.12. Contracts.


                                       19

<PAGE>

          (a) As of the date of this Agreement, each Material Contract is in
full force and effect and constitutes a valid and legally enforceable obligation
of the Grantor party thereto and (to the best of such Grantor's knowledge) each
other party thereto, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

          (b) As of the date hereof, the right, title and interest of such
Grantor in, to and under the Material Contracts are not subject to any valid
defenses, rights of recoupment or claims other than as set forth on the
schedules to the Credit Agreement.

          (c) As of the date of this Agreement, neither such Grantor nor (to the
best of such Grantor's knowledge) any of the other parties to the Material
Contracts is in material default in the performance or observance of any of the
material terms thereof.

          (d) Such Grantor has delivered or made available to the Collateral
Agent or its representatives a complete and correct copy of each Material
Contract, including all amendments, supplements and other modifications thereto
through the date of this Agreement.

          (e) No amount payable to such Grantor under or in connection with any
Contract which has a value in excess of $5,000,000 is evidenced by any
Instrument or Tangible Chattel Paper which has not been delivered to the
Collateral Agent (other than checks received in the ordinary course of business)
or constitutes Electronic Chattel Paper that is not under the control (within
the meaning of Section 9-105 of the New York UCC) of the Collateral Agent.

          (f) As of the date of this Agreement, none of the parties to any
Material Contract is a Governmental Authority, except as set forth on Schedule
4.12(f).

                              SECTION 5. COVENANTS

          Each Grantor covenants and agrees with the Secured Parties that, from
and after the date of this Agreement until the Obligations (other than
Obligations in respect of any Specified Swap Agreement) shall have been paid in
full, no letter of credit issued under the Credit Agreement shall be
outstanding, and all commitments to extend credit under the Credit Agreement
shall have expired or been terminated:

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

          5.2. Delivery and Control of Instruments, Chattel Paper, Negotiable
Documents, Investment Property and Deposit Accounts.

               (a) If any of the Collateral is or shall become evidenced or
     represented by (i) any Certificated Security or (ii) any Instrument,
     Negotiable Document or Tangible Chattel Paper (in each case in clause (ii),
     with a value in excess of $5,000,000), such Certificated Security,
     Negotiable Document, Tangible Chattel Paper or such Instrument (other than
     checks received in the ordinary course of business), shall be promptly
     delivered to the Collateral Agent, duly endorsed in a manner reasonably
     satisfactory to the Collateral Agent, to be held as Collateral pursuant to
     this Agreement, and all of such property owned by any Grantor as of the
     Closing Date shall be delivered on the Closing Date.


                                       20

<PAGE>

               (b) If any of the Collateral is or shall become "Electronic
     Chattel Paper" with a value in excess of $5,000,000, such Grantor shall
     ensure that (i) a single authoritative copy exists which is unique,
     identifiable and unalterable (except as provided in clauses (iii), (iv) and
     (v) of this paragraph), (ii) such authoritative copy identifies the
     Collateral Agent as the assignee and is communicated to and maintained by
     the Collateral Agent or its designee, (iii) copies or revisions that add or
     change the assignee of the authoritative copy can only be made with the
     participation of the Collateral Agent, (iv) each copy of the authoritative
     copy and any copy of a copy is readily identifiable as a copy and not the
     authoritative copy and (v) any revision of the authoritative copy is
     readily identifiable as an authorized or unauthorized revision.

               (c) If any Collateral is or shall become evidenced or represented
     by an Uncertificated Security of an Issuer that is a Subsidiary, such
     Grantor shall cause the Issuer thereof, or, if any Collateral is or shall
     become evidenced or represented by an Uncertificated Security of any other
     person, such Grantor shall, upon the Collateral Agent's reasonable request
     and following the occurrence of an Event of Default, use commercially
     reasonable efforts to cause such person, either (i) to register the
     Collateral Agent as the registered owner of such Uncertificated Security,
     upon original issue or registration of transfer or (ii) to agree in writing
     with such Grantor and the Collateral Agent that such Issuer will comply
     with instructions with respect to such Uncertificated Security originated
     by the Collateral Agent without further consent of such Grantor, such
     agreement to be in substantially the form of Exhibit A, and such actions
     shall be taken on or prior to the Closing Date with respect to any
     Uncertificated Securities owned as of the Closing Date by any Grantor that
     are required to be included in the Collateral pursuant to the Collateral
     and Guarantee Requirement.

               (d) Each Grantor shall (i) use commercially reasonable efforts to
     ensure that it maintains (Securities Entitlements, Securities Accounts and
     Deposit Accounts, in each case with a value in excess of $5,000,000, only
     with financial institutions that have agreed to comply with entitlement
     orders and instructions issued or originated by the Collateral Agent
     without further consent of such Grantor, such agreement to be substantially
     in the form of Exhibit C or such other agreement that is reasonably
     acceptable to the Collateral Agent and (ii) not grant control of any
     Securities Entitlements, Securities Accounts and Deposit Accounts to any
     person other than the Collateral Agent and the bank with which such of the
     foregoing is maintained.

               (e) If any of the Collateral is or shall become evidenced or
     represented by a Commodity Contract in excess of $5,000,000, such Grantor
     shall use commercially reasonable efforts to cause the Commodity
     Intermediary with respect to such Commodity Contract to as promptly as is
     reasonably practicable to agree in writing with such Grantor and the
     Collateral Agent that such Commodity Intermediary will apply any value
     distributed on account of such Commodity Contract as directed by the
     Collateral Agent without further consent of such Grantor, such agreement to
     be in substantially the form of Exhibit D or such other agreement that is
     reasonably acceptable to the Collateral Agent.

               (f) In addition to and not in lieu of the foregoing, if any
     Issuer of any Investment Property that is required to be pledged hereunder
     is organized under the law of, or has its chief executive office in, a
     jurisdiction outside of the United States, each Grantor shall, in the case
     of an Issuer that is a Subsidiary, and, in all other cases, shall use
     commercially reasonable efforts to, take such additional actions, including
     causing the issuer to register the pledge on its books and records, as may
     be reasonably requested by the Collateral Agent,


                                       21

<PAGE>

     under the laws of such jurisdiction to insure the validity, perfection and
     priority of the security interest of the Collateral Agent.

               (g) In the case of any transferable Letters of Credit in excess
     of $5,000,000 individually or in the aggregate, each Grantor shall, upon
     the reasonable request of the Collateral Agent and following an Event of
     Default, use commercially reasonable efforts to obtain the consent of any
     issuer thereof to the transfer of such Letter of Credit to the Collateral
     Agent. In the case of any other Letter of Credit Rights in excess of
     $5,000,000 individually or in the aggregate each Grantor shall, upon the
     reasonable request of the Collateral Agent and following an Event of
     Default, use commercially reasonable efforts to obtain the consent of the
     issuer thereof and any nominated person thereon to the assignment of the
     proceeds of the related Letter of Credit in accordance with Section
     5-114(c) of the New York UCC.

          5.3. Maintenance of Insurance.(a) Such Grantor will maintain, with
     financially sound and reputable insurance companies, insurance on all its
     insurable property (including all Equipment and Vehicles but excluding coal
     inventories) in at least such amounts and against at least such risks as
     are usually insured against in the same general area by similarly-sized
     companies engaged in the same or a similar business; and furnish to the
     Collateral Agent with copies for each Secured Party, upon written request,
     full information as to the insurance carried; provided that in any event
     such Grantor will maintain, to the extent obtainable on commercially
     reasonable terms, (i) property and casualty insurance on all real and
     personal property on an all risks basis (including the perils of flood and
     quake and loss by fire, explosion and theft), covering the repair or
     replacement of all such property and consequential loss coverage for
     business interruption and extra expense (and such other business
     interruption expenses as are otherwise generally available to
     similarly-sized companies in similar businesses), and (ii) public liability
     insurance. All such insurance with respect to such Grantor shall be
     provided by insurers or reinsurers which (x) in the case of United States
     insurers and reinsurers, have an A.M. Best policyholders rating of not less
     than A- with respect to primary insurance and B+ with respect to excess
     insurance and (y) in the case of non-United States insurers or reinsurers,
     the providers of at least 80% of such insurance have either an ISI
     policyholders rating of not less than A, an A.M. Best policyholders rating
     of not less than A- or a surplus of not less than $500,000,000 with respect
     to primary insurance, and an ISI policyholders rating of not less than BBB
     with respect to excess insurance, or, if the relevant insurance is not
     available from such insurers, such other insurers as the Collateral Agent
     may reasonably approve in writing. All insurance shall (i) provide that no
     cancellation, material reduction in amount or material change in coverage
     thereof shall be effective until at least 30 days after receipt by the
     Collateral Agent of written notice thereof (or, in the case of the failure
     to pay premiums with respect to such insurance policies, ten days prior
     written notice thereof), (ii) if reasonably requested by the Collateral
     Agent, include a breach of warranty clause and (iii) be reasonably
     satisfactory in all other respects to the Collateral Agent.

               (b) Such Grantor will deliver to the Collateral Agent on behalf
     of the Secured Parties, (i) on the Closing Date, a certificate dated such
     date showing the amount and types of insurance coverage as of such date,
     (ii) upon request of any Secured Party from time to time, full information
     as to the insurance carried, (iii) promptly following receipt of notice
     from any insurer, a copy of any notice of cancellation or material change
     in coverage from that existing on the Closing Date, (iv) promptly, notice
     of any cancellation or nonrenewal of coverage by such Grantor and (v)
     promptly after such information is available to such Grantor, full
     information as to any claim for an amount in excess of $5,000,000 with
     respect


                                       22

<PAGE>

     to any property and casualty insurance policy maintained by such Grantor.
     Each Secured Party shall be named as additional insured on all such
     liability insurance policies of such Grantor and the Collateral Agent shall
     be named as loss payee on all property and casualty insurance policies of
     such Grantor.

               (c) Upon the request of the Collateral Agent (but no more than
     one time each fiscal year unless an Event of Default has occurred and is
     continuing), the Borrower shall deliver to the Secured Parties a report of
     a reputable insurance broker with respect to such insurance and such
     supplemental reports with respect thereto as the Collateral Agent may from
     time to time reasonably request.

          5.4. Payment of Obligations. Such Grantor shall pay and discharge
promptly when due all material taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise that, if unpaid,
might give rise to a Lien upon such properties or any part thereof; provided,
however, that such payment and discharge shall not be required with respect to
any such tax, assessment, charge, levy or claim so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings, and
the affected Grantor, as applicable, shall have set aside on its books reserves,
if any, required in accordance with GAAP with respect thereto.

          5.5. Maintenance of Perfected Security Interest; Further
     Documentation.(a) Subject to the provisions of Section 8.15 and to the
     rights of such Grantor under the Loan Documents to dispose of Collateral,
     such Grantor shall maintain each of the security interests created by this
     Agreement and shall defend such security interest against the claims and
     demands of all persons whomsoever, and the priority of such security
     interest against any Lien not expressly permitted pursuant to Section 6.02
     of the Credit Agreement.

               (b) Such Grantor shall furnish to the Secured Parties from time
     to time an updated Perfection Certificate or such other statements and
     schedules further identifying and describing the Collateral and such other
     reports in connection with the assets and property of such Grantor as the
     Collateral Agent may reasonably request, all in reasonable detail.

               (c) At any time and from time to time, upon the written request
     of the Collateral Agent, and at the sole expense of such Grantor, such
     Grantor shall (i) promptly and duly authorize, execute and deliver, and
     have recorded, such further instruments and documents and take such further
     actions as the Collateral Agent may reasonably request for the purpose of
     obtaining or preserving the full benefits of this Agreement and of the
     rights and powers herein granted, including, the filing of any financing or
     continuation statements under the Uniform Commercial Code (or other similar
     laws) in effect in any jurisdiction with respect to the security interests
     created hereby and (ii) in the case of Investment Property, Deposit
     Accounts and any other relevant Collateral, in each case with a value in
     excess of $5,000,000 (or such other applicable value threshold as may be
     set forth in the covenants above with respect to a specific type of
     Collateral), use commercially reasonable efforts to take any actions
     necessary to enable the Collateral Agent to obtain "control" (within the
     meaning of the applicable Uniform Commercial Code) with respect thereto,
     including executing and delivering and causing the relevant depositary bank
     or securities intermediary to execute and deliver a Control Agreement
     substantially in the form attached hereto as Exhibit C or such other
     agreement that is reasonably acceptable to the Collateral Agent. The
     Collateral Agent agrees with the Grantors that the Collateral Agent shall
     not give any entitlement orders or instructions or directions to any
     issuer, securities intermediary or


                                       23

<PAGE>

     commodity intermediary, and shall not withhold its consent to the exercise
     of any withdrawal or dealing rights by any Grantor, unless an Event of
     Default has occurred and is continuing, or after giving effect to any such
     withdrawal or dealing rights, would occur.

          5.6. Changes in Locations, Name, Jurisdiction of Incorporation, etc.
Such Grantor shall promptly notify the Collateral Agent in writing of any change
(i) in its corporate name, (ii) in its identity or type of organization or
corporate structure, (iii) in its Federal Taxpayer Identification Number or
organizational identification number or (iv) in its jurisdiction of
organization. Such Grantor agrees promptly to provide the Collateral Agent with
certified organizational documents reflecting any of the changes described in
the immediately preceding sentence. Such Grantor agrees not to effect or permit
any change referred to in the first sentence of this Section, unless all filings
have been made under the Uniform Commercial Code or otherwise that are required
in order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected security interest in all of the Collateral,
for the ratable benefit of the Secured Parties. Each Grantor agrees promptly to
notify the Collateral Agent if any material portion of the Collateral owned or
held by such Grantor is damaged or destroyed.

               If a Grantor shall acquire any interest in any active mine site
     or any preparation plant or any As-Extracted Collateral then in each case
     unless (a) such mine site or preparation plant is included on Schedule
     4.5(b) hereto, such Grantor shall (i) provide notice thereof to the
     Collateral Agent within 20 Business Days of such acquisition, together with
     a supplement to Schedule 4.5(b) reflecting such acquisition, (ii) deliver
     to the Collateral Agent a fully completed financing statement in
     appropriate form for filing covering such As-Extracted Collateral (which
     financing statements shall include the name of the record owner of the real
     estate if other than the Grantor and real estate descriptions sufficient to
     enable the Collateral Agent to record the financing statements in the
     appropriate real property records) and (iii) reimburse the Collateral Agent
     for all related filing fees and any recording or stamp taxes due in
     connection with such filings.

          5.7. Notices. Such Grantor shall advise the Collateral Agent promptly,
in reasonable detail, of:

               (a) any Lien (other than any Lien expressly permitted by Section
     6.02 of the Credit Agreement) on any of the Collateral which would
     adversely affect the ability of the Collateral Agent to exercise any of its
     remedies hereunder; and

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

          5.8. Investment Property.(a) If such Grantor shall become entitled to
     receive or shall receive any stock or other ownership certificate
     (including any certificate representing a stock dividend or a distribution
     in connection with any reclassification, increase or reduction of capital
     or any certificate issued in connection with any reorganization), option or
     rights in respect of the Equity Interests in any Issuer, whether in
     addition to, in substitution of, as a conversion of, or in exchange for,
     any shares of or other ownership interests in the Pledged Securities, or
     otherwise in respect thereof, such Grantor shall, to the extent required to
     be pledged hereunder in order to satisfy the Collateral and Guarantee
     Requirement, accept the same as the agent of the Secured Parties, hold the
     same in trust for the Secured Parties and deliver the same forthwith to the
     Collateral Agent in the exact form received, duly endorsed by such Grantor
     to the Collateral Agent, if required, together with an undated stock power
     or


                                       24

<PAGE>

     similar instrument of transfer covering such certificate duly executed in
     blank by such Grantor and with, if the Collateral Agent so requests,
     signature guaranteed, to be held by the Collateral Agent, subject to the
     terms hereof, as additional collateral security for the Obligations. Any
     sums paid upon or in respect of the Pledged Securities upon the liquidation
     or dissolution of any Issuer shall, subject to Section 6.03, be paid over
     to the Collateral Agent to be held by it hereunder as additional collateral
     security for the Obligations, and in case any distribution of capital shall
     be made on or in respect of the Pledged Securities or any property shall be
     distributed upon or with respect to the Pledged Securities pursuant to the
     recapitalization or reclassification of the capital of any Issuer or
     pursuant to the reorganization thereof, the property so distributed shall,
     unless otherwise subject to a perfected security interest in favor of the
     Collateral Agent, be delivered to the Collateral Agent to be held by it
     hereunder as additional collateral security for the Obligations. If any
     sums of money or property so paid or distributed in respect of the Pledged
     Securities shall be received by such Grantor, such Grantor shall, until
     such money or property is paid or delivered to the Collateral Agent, and
     subject to Section 6.03, hold such money or property in trust for the
     Secured Parties, segregated from other funds of such Grantor, as additional
     collateral security for the Obligations.

               (b) Without the prior written consent of the Collateral Agent,
     such Grantor shall not, except, in each case, as expressly permitted by the
     Credit Agreement (i) sell, assign, transfer, exchange, or otherwise dispose
     of, or grant any option with respect to, any of the Investment Property or
     Proceeds thereof or any interest therein, or (ii) create, incur or permit
     to exist any Lien on any of the Investment Property or Proceeds thereof, or
     any interest therein, except for the security interests created by this
     Agreement or as permitted pursuant to the Credit Agreement.

               (c) In the case of each Grantor which is an Issuer, such Issuer
     agrees that (i) it shall be bound by the terms of this Agreement relating
     to the Pledged Securities issued by it and shall comply with such terms
     insofar as such terms are applicable to it, (ii) it shall notify the
     Collateral Agent promptly in writing of the occurrence of any of the events
     described in Section 5.7(a) with respect to the Pledged Securities issued
     by it and (iii) the terms of Sections 6.3(c) and (d) and 6.7 shall apply to
     it, mutatis mutandis, with respect to all actions that may be required of
     it pursuant to Section 6.3(c) or (d) or 6.7 with respect to the Pledged
     Securities issued by it. In addition, each Grantor which is either an
     Issuer or an owner of any Pledged Security hereby consents to the grant by
     each other Grantor of the security interest hereunder in favor of the
     Collateral Agent and to the transfer of any Pledged Security to the
     Collateral Agent or its nominee following an Event of Default and to the
     substitution of the Collateral Agent or its nominee as a partner, member or
     shareholder of the Issuer of the related Pledged Security.

          5.9. Receivables.(a) Other than in the ordinary course of business
     consistent with its past practice or standard industry practice or as
     otherwise permitted by the Credit Agreement, such Grantor shall not (i)
     grant any extension of the time of payment of any Receivable, (ii)
     compromise or settle any Receivable for less than the full amount thereof,
     (iii) release, wholly or partially, any person liable for the payment of
     any Receivable, (iv) allow any credit or discount whatsoever on any
     Receivable or (v) amend, supplement or modify any Receivable in any manner
     that could materially adversely affect the value thereof, in each case
     without the Collateral Agent's prior written consent.

               (b) Such Grantor shall deliver to the Collateral Agent a copy of
     each material demand, notice or document received by it that questions or
     calls into doubt the


                                       25

<PAGE>

     validity or enforceability of more than 5% of the aggregate amount of the
     then outstanding Receivables that are included in the Collateral.

               (c) Each Grantor shall perform and comply in all material
     respects with all of its obligations with respect to the Receivables.

          5.10. Intellectual Property.(a) Such Grantor shall (and shall use
     commercially reasonable efforts to cause its licensees to), with respect to
     each of its Trademarks that is included within the Material Intellectual
     Property, (i) continue to use such Trademark as appropriate in order to
     maintain such Trademark in full force free from any claim of abandonment
     for non-use, (ii) maintain as in the past the quality of products and
     services offered under such Trademark and take all necessary steps to
     ensure that all licensed users of such Trademark maintain as in the past
     such quality, (iii) use such Trademark with the appropriate notice of
     registration and all other notices and legends required by applicable
     requirements of law, (iv) not adopt or use any mark which is confusingly
     similar or a colorable imitation of such Trademark unless the Collateral
     Agent, for the ratable benefit of the Secured Parties, shall obtain a
     perfected security interest in such mark pursuant to this Agreement and the
     Intellectual Property Security Agreement, and (v) not knowingly do any act
     or omit to do any act whereby such Trademark may become invalidated or
     impaired in any way.

               (b) Such Grantor shall not knowingly do any act, or omit to do
     any act (and shall use commercially reasonable efforts to prevent its
     licensees from doing any act or omitting to do any act), whereby any Patent
     owned by such Grantor that is included within the Material Intellectual
     Property shall become forfeited, abandoned or dedicated to the public.

               (c) Such Grantor shall (and will use its commercially reasonable
     efforts to cause its licensees to) (i) employ each Copyright that is
     included within the Material Intellectual Property and (ii) shall not
     knowingly do any act or omit to do any act (and shall use commercially
     reasonable efforts to prevent its licensees from doing any act or omitting
     to do any act) whereby any material portion of such Copyrights may become
     invalidated, impaired or fall into the public domain.

               (d) Such Grantor shall not knowingly (and shall use commercially
     reasonable efforts to prevent its licensees from) doing any act that uses
     any Material Intellectual Property to materially infringe, misappropriate
     or violate the intellectual property rights of any other person.

               (e) Such Grantor shall (and shall use commercially reasonable
     efforts to cause its licensees to) use proper statutory notice in
     connection with the use of the Material Intellectual Property.

               (f) Such Grantor shall notify the Collateral Agent promptly if it
     knows, or has reason to know, that any application or registration relating
     to any Material Intellectual Property may become forfeited, abandoned or
     dedicated to the public, or of any adverse determination or development
     (including the institution of, or any such determination or development in,
     any proceeding in the United States Patent and Trademark Office, the United
     States Copyright Office or any court or tribunal in any country) regarding
     such Grantor's ownership of, or the validity of, any Material Intellectual
     Property or such Grantor's right to register the same or to own and
     maintain the same.


                                       26

<PAGE>

               (g) Promptly upon such Grantor's acquisition or creation of any
     copyrightable work, invention, trademark or other similar property that is
     material to the business of the Borrower and its Subsidiaries, taken as a
     whole, apply for registration thereof with the United states Copyright
     Office, the United States Patent and Trademark Office and any other
     appropriate office. Whenever such Grantor, either by itself or through any
     agent, employee, licensee or designee, shall file an application for the
     registration of any Intellectual Property that is material to the business
     of the Borrower and its Subsidiaries, taken as a whole, with the United
     States Patent and Trademark Office, the United States Copyright Office or
     any similar office or agency in any other country or any political
     subdivision thereof, such Grantor shall report such filing to the
     Collateral Agent within 20 Business Days after the last day of the fiscal
     quarter in which such filing occurs. Upon request of the Collateral Agent,
     such Grantor shall execute and deliver, and have recorded, any and all
     agreements, instruments, documents, and papers as the Collateral Agent may
     reasonably request to evidence the Secured Parties' security interest in
     any such Copyright, Patent, Trademark or other Intellectual Property of
     such Grantor and the goodwill and general intangibles of such Grantor
     relating thereto or represented thereby.

               (h) Such Grantor shall take all reasonable and necessary steps,
     including in any proceeding before the United States Patent and Trademark
     Office, the United States Copyright Office or any similar office or agency
     in any other country or any political subdivision thereof, to maintain and
     pursue each application (and to obtain the relevant registration) and to
     maintain each registration of Intellectual Property material to the
     business of the Borrower and its Subsidiaries, taken as a whole, including
     the payment of required fees and taxes, the filing of responses to office
     actions issued by the United States Patent and Trademark Office and the
     United States Copyright Office, the filing of applications for renewal or
     extension, the filing of affidavits of use and affidavits of
     incontestability, the filing of divisional, continuation,
     continuation-in-part, reissue, and renewal applications or extensions, the
     payment of maintenance fees, and the participation in interference,
     reexamination, opposition, cancellation, infringement and misappropriation
     proceedings.

               (i) Such Grantor shall not (and shall take commercially
     reasonable steps to ensure its licensees do not), without the prior written
     consent of the Collateral Agent, discontinue use of or otherwise abandon
     any of the Material Intellectual Property, or abandon any application or
     any right to file an application for letters patent, trademark, or
     copyright, unless such Grantor shall have previously determined that such
     use or the pursuit or maintenance of such Material Intellectual Property is
     no longer desirable in the conduct of such Grantor's business and that the
     loss thereof would not reasonably be expected to have a Material Adverse
     Effect and, in which case, such Grantor shall give prompt notice of any
     such abandonment to the Collateral Agent in accordance herewith.

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

               (k) Such Grantor agrees that, should it obtain an ownership
     interest in any item of intellectual property that is material to the
     business of the Borrower and its Subsidiaries, taken as a whole, but which
     is not, as of the Closing Date, a part of the


                                       27

<PAGE>

     Intellectual Property Collateral (the "After-Acquired Intellectual
     Property"), (i) the provisions of Section 3 shall automatically apply
     thereto, (ii) any such After-Acquired Intellectual Property, and in the
     case of trademarks, the goodwill of the business connected therewith or
     symbolized thereby, shall automatically become part of the Intellectual
     Property Collateral, (iii) it shall give prompt (and, in any event within
     20 Business Days after the last day of the fiscal quarter in which such
     Grantor acquires such ownership interest) written notice thereof to the
     Collateral Agent in accordance herewith, and (iv) it shall provide the
     Collateral Agent promptly (and, in any event within 20 Business Days after
     the last day of the fiscal quarter in which such Grantor acquires such
     ownership interest) with an amended Schedule 4.9(a) and take the actions
     specified in 5.9(m).

               (l) Such Grantor agrees to execute an Intellectual Property
     Security Agreement with respect to its Intellectual Property in
     substantially the form of Exhibit B-1 in order to record the security
     interest granted herein to the Collateral Agent for the ratable benefit of
     the Secured Parties with the United States Patent and Trademark Office, the
     United States Copyright Office, and any other applicable Governmental
     Authority.

               (m) Such Grantor agrees to execute an After-Acquired Intellectual
     Property Security Agreement with respect to its After-Acquired Intellectual
     Property in substantially the form of Exhibit B-2 in order to record the
     security interest granted herein to the Collateral Agent for the ratable
     benefit of the Secured Parties with the United States Patent and Trademark
     Office, the United States Copyright Office and any other applicable
     Governmental Authority.

               (n) Such Grantor shall take all steps reasonably necessary to
     protect the secrecy of all Trade Secrets that are included in the Material
     Intellectual Property.

          5.11. Contracts.(a) Such Grantor shall perform and comply in all
     material respects with of all its obligations under the Material Contracts.

          5.12. Commercial Tort Claims. Such Grantor shall advise the Collateral
Agent promptly of any Commercial Tort Claim held by such Grantor individually or
in the aggregate in excess of $5,000,000 and shall promptly execute a supplement
to this Agreement in form and substance reasonably satisfactory to the
Collateral Agent to grant a security interest in such Commercial Tort Claim to
the Collateral Agent for the ratable benefit of the Secured Parties.

                         SECTION 6. REMEDIAL PROVISIONS

          6.1. Certain Matters Relating to Receivables. (a) After the occurrence
of an Event of Default, the Collateral Agent shall have the right (but shall in
no way be obligated) to make test verifications of the Receivables that are
included in the Collateral using reasonable procedures that it reasonably
considers advisable, and each Grantor shall furnish all such assistance and
information as the Collateral Agent may reasonably require in connection with
such test verifications.. At any time upon the occurrence and during the
continuation of an Event of Default, upon the Collateral Agent's reasonable
request and at the expense of the relevant Grantor, such Grantor shall cause
independent public accountants or others satisfactory to the Collateral Agent to
furnish to the Collateral Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Receivables.

          (b) The Collateral Agent hereby authorizes each Grantor to collect
such Grantor's Receivables, subject to the Collateral Agent's direction and
control, and each Grantor hereby agrees to continue to collect all amounts due
or to become due to such Grantor under the Receivables and any


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<PAGE>

Supporting Obligation and diligently exercise in its commercial judgment each
material right it may have under any Receivable and any Supporting Obligation,
in each case, at its own expense; provided, however, that the Collateral Agent
may curtail or terminate said authority at any time after the occurrence and
during the continuance of an Event of Default. If required by the Collateral
Agent at any time after the occurrence and during the continuance of an Event of
Default, any payments of Receivables, when collected by any Grantor, (i) shall
be forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly endorsed by such Grantor to the
Collateral Agent if required, in a Collateral Account maintained under the sole
dominion and control of the Collateral Agent, subject to withdrawal by the
Collateral Agent for the account of the Secured Parties only as provided in
Section 6.5, and (ii) until so turned over, shall be held by such Grantor in
trust for the Secured Parties, segregated from other funds of such Grantor. Each
such deposit of Proceeds of Receivables shall be accompanied by a report
identifying in reasonable detail the nature and source of the payments included
in the deposit.

          (c) After the occurrence and during the continuance of an Event of
Default, at the Collateral Agent's request, each Grantor shall deliver to the
Collateral Agent all original and other documents evidencing, and relating to,
the agreements and transactions which gave rise to the Receivables that are
included in the Collateral, including all original orders, invoices and shipping
receipts.

          6.2. Communications with Obligors; Grantors Remain Liable. (a) (a) The
Collateral Agent in its own name or in the name of others may, at any time after
the occurrence and during the continuance of an Event of Default, communicate
with obligors under the Receivables and parties to the Contracts to verify with
them to the Collateral Agent's satisfaction the existence, amount and terms of
any Receivables or Contracts.

          (b) The Collateral Agent may at any time after the occurrence and
during the continuance of an Event of Default, (i) notify, or require any
Grantor to so notify, the Account Debtor or counterparty on any Receivable or
Contract of the security interest of the Collateral Agent therein and (ii) upon
written notice to the applicable Grantor, notify, or require any Grantor to
notify, the Account Debtor or counterparty to make all payments under the
Receivables and/or Contracts directly to the Collateral Agent;

          (c) Anything herein to the contrary notwithstanding, each Grantor
shall remain liable under each of the Receivables and Contracts to observe and
perform in its commercial judgment all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise thereto. No Secured Party shall have any obligation or
liability under any Receivable (or any agreement giving rise thereto) or
Contract by reason of or arising out of this Agreement or the receipt by any
Secured Party of any payment relating thereto, nor shall any Secured Party be
obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Receivable (or any agreement giving rise thereto) or
Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or
times.

          6.3. Pledged Securities. (a) (a) Unless an Event of Default shall have
occurred and be continuing and the Collateral Agent shall have given notice to
the relevant Grantor of the Collateral Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
(i) to receive any and all cash dividends, interest, principal and other
distributions paid on or distributed with respect to Pledged Securities, in each
case to the extent permitted in the Credit


                                       29

<PAGE>

Agreement, and (ii) to exercise all voting and consensual rights and powers with
respect to the Pledged Securities; provided, however, that such Grantor will not
exercise or will refrain from exercising any such voting and other consensual
right pertaining to the Pledged Equity Interests, if such action would have a
material adverse effect on the value of any Pledged Equity Interests or would be
inconsistent with or result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document. The Collateral Agent shall
promptly execute and deliver to each Grantor, or cause to be executed and
delivered to such Grantor, all such proxies, powers of attorney and other
instruments as such Grantor may reasonably request for the purpose of enabling
such Pledgor to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to this paragraph (a).

          (b) Upon the occurrence and during the continuance of an Event of
Default and after notice by the Collateral Agent to the relevant Grantors: (i)
all rights of such Grantor to exercise or refrain from exercising the voting and
other consensual rights which it would otherwise be entitled to exercise
pursuant hereto shall cease and all such rights shall thereupon become vested in
the Collateral Agent who shall thereupon have the sole right, but shall be under
no obligation, to exercise or refrain from exercising such voting and other
consensual rights and (ii) the Collateral Agent shall have the right to transfer
all or any portion of the Investment Property to its name or the name of its
nominee or agent. In addition, the Collateral Agent shall have the right at any
time upon the occurrence and during the continuance of an Event of Default,
without notice to any Grantor, to exchange any certificates or instruments
representing any Investment Property for certificates or instruments of smaller
or larger denominations. In order to permit the Collateral Agent to exercise the
voting and other consensual rights which it may be entitled to exercise pursuant
hereto and to receive all dividends and other distributions which it may be
entitled to receive hereunder, each Grantor shall promptly execute and deliver
(or cause to be executed and delivered) to the Collateral Agent all proxies,
dividend payment orders and other instruments as the Collateral Agent may from
time to time reasonably request in connection with the exercise of such rights
and each Grantor acknowledges that the Collateral Agent may utilize the power of
attorney set forth herein for such purpose. Notwithstanding the foregoing,
unless otherwise directed by the Required Lenders, the Collateral Agent shall
have the right from time to time following and during the continuance of an
Event of Default to permit the Grantors to continue to exercise voting and/or
consensual rights with respect to the Pledged Equity.

          (c) Upon the occurrence and during the continuance of an Event of
Default and after notice by the Collateral Agent to the relevant Grantors of the
Collateral Agent's intention to exercise its rights hereunder, all distributions
that such Grantor is authorized to receive pursuant to clause (a) of the Section
shall cease and all such rights shall thereupon become vested, for the ratable
benefit of the Secured Parties, in the Collateral Agent, which shall have the
sole and exclusive right and authority to receive and retain such dividends,
interest, principal or other distributions. All dividends, interest, principal
or other distributions received by any Grantor contrary to the provisions of
this Section shall not be commingled by such Grantor with any of its other funds
or property but shall be held separate and apart therefrom, shall be held in
trust for the benefit of the Collateral Agent, for the ratable benefit of the
Secured Parties, and shall be forthwith delivered to the Collateral Agent, for
the ratable benefit of the Secured Parties, in the same form as so received
(endorsed in a manner reasonably satisfactory to the Collateral Agent). Any and
all money and other property paid over to or received by the Collateral Agent
pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon
receipt of such money or other property and shall be applied in accordance with
the provisions of Section 6.5.

          (d) Each Grantor hereby authorizes and instructs each Issuer of any
Pledged Securities pledged by such Grantor hereunder to (i) comply with any
instruction received by it from the Collateral Agent in writing that (x) states
that an Event of Default has occurred and is continuing and (y) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from


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<PAGE>

such Grantor, and each Grantor agrees that each Issuer shall be fully protected
in so complying, and (ii) upon any such instruction following the occurrence and
during the continuance of an Event of Default, pay any dividends or other
payments with respect to the Investment Property, including Pledged Securities,
directly to the Collateral Agent.

          (e) After all Events of Default have been cured or waived and the
Borrower has delivered to the Collateral Agent a certificate to that effect, (i)
the Collateral Agent shall promptly repay to each Grantor (without interest) all
dividends, interest, principal or other distributions that such Grantor would
otherwise be permitted to retain pursuant to the terms of paragraph (a) of the
Section and that remain in each Grantor shall have the right to exercise the
voting and/or consensual rights and powers that such Grantor would otherwise be
entitled to exercise pursuant to paragraph (a) above and that remain in such
account and (ii) each Grantor shall have the right to exercise the voting and/or
consensual rights and powers that such Grantor would otherwise be entitled to
exercise pursuant to the terms of the paragraph (a) above.

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

          6.5. Application of Proceeds. If an Event of Default shall have
occurred and be continuing, at any time at the Collateral Agent's election, the
Collateral Agent may apply all or any part of the net Proceeds (after deducting
fees and expenses as provided in Section 6.6) constituting Collateral realized
through the exercise by the Collateral Agent of its remedies hereunder, whether
or not held in any Collateral Account, and any proceeds of the guarantee set
forth in Section 2, in payment of the Obligations in the following order:

               (i) first, to pay interest on and then principal of any portion
     of the Revolving Facility Loans that the Agents may have advanced on behalf
     of any Lender for which the Agents have not then been reimbursed by such
     Lender or the Borrower;

               (ii) second, to pay Obligations in respect of any expense
     reimbursements or indemnities then due to the Agents;

               (iii) third, to pay Obligations in respect of any expense
     reimbursements or indemnities then due to the Lenders and the Issuing
     Banks;

               (iv) fourth, to pay Obligations in respect of any fees then due
     to the Agents, the Lenders and the Issuing Banks;

               (v) fifth, to pay interest then due and payable in respect of the
     Loans and Letters of Credit;


                                       31

<PAGE>

               (vi) sixth, to pay or prepay principal amounts on the Loans and
     obligations to reimburse matured Letters of Credit and to provide cash
     collateral for the aggregate undrawn face amount of all Letters of Credit
     outstanding at such time in the manner described in Section 2.05(j) of the
     Credit Agreement and to amounts owing with respect to Swap Agreements,
     ratably to the aggregate principal amount of such Loans, obligations to
     reimburse matured Letters of Credit and Obligations owing with respect to
     Swap Agreements; and

               (vii) seventh, to the ratable payment of all other Obligations;

          provided, however, that if sufficient funds are not available to fund
     all payments to be made in respect of any Secured Obligation described in
     any of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above, the
     available funds being applied with respect to any such Obligation (unless
     otherwise specified in such clause) shall be allocated to the payment of
     such Obligation ratably, based on the proportion of the Agent's and each
     Lender's or Issuing Bank's interest in the aggregate outstanding
     Obligations described in such clauses; provided, however, that payments
     that would otherwise be allocated to the Revolving Facility Lenders shall
     be allocated first to repay Swingline Loans until such Loans are repaid in
     full and then to repay the Revolving Facility Loans. The order of priority
     set forth in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above may
     at any time and from time to time be changed by the agreement of the
     Required Lenders without necessity of notice to or consent of or approval
     by the Borrower, any Secured Party that is not a Lender or Issuing Bank or
     by any other Person that is not a Lender or Issuing Bank. The order of
     priority set forth in clauses (i), (ii), (iii) and (iv) above may be
     changed only with the prior written consent of the Administrative Agent in
     addition to that of the Required Lenders. Any balance of such Proceeds
     remaining after the Obligations shall have been paid in full, no letters of
     credit issued under the Credit Agreement shall be outstanding and the
     Commitments under the Credit Agreement shall have terminated or expired
     shall be paid over the Borrower or to whomsoever may be lawfully entitled
     to receive the same.

          6.6. Code and Other Remedies.(a) If an Event of Default shall occur
and be continuing, the Collateral Agent, on behalf of the Secured Parties, may
exercise, in addition to all other rights and remedies granted to them in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the New York UCC (whether or not the New York UCC applies to the affected
Collateral) or its rights under any other applicable law or in equity. Without
limiting the generality of the foregoing, the Collateral Agent, without demand
of performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon any
Grantor or any other person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, license, assign, give option or
options to purchase, or otherwise dispose of and deliver the Collateral or any
part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
any Secured Party or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. Each Secured Party shall
have the right upon any such public sale or sales, and, to the extent permitted
by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released. Each purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by applicable 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. Each Grantor agrees that, to the
extent notice of sale shall be required by law, at least ten days notice to such
Grantor of the time and place of any public sale


                                       32

<PAGE>

or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The
Collateral 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. The
Collateral Agent may sell the Collateral without giving any warranties as to the
Collateral. The Collateral Agent may specifically disclaim or modify any
warranties of title or the like. This procedure will not be considered to
adversely effect the commercial reasonableness of any sale of the Collateral.
Each Grantor agrees that it would not be commercially unreasonable for the
Collateral Agent to dispose of the Collateral or any portion thereof by using
Internet sites that provide for the auction of assets of the types included in
the Collateral or that have the reasonable capability of doing so, or that match
buyers and sellers of assets. Each Grantor hereby waives any claims against the
Collateral Agent arising by reason of the fact that the price at which any
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if the Collateral Agent
accepts the first offer received and does not offer such Collateral to more than
one offeree. Each Grantor further agrees, at the Collateral Agent's request, to
assemble the Collateral and make it available to the Collateral Agent at places
which the Collateral Agent shall reasonably select, whether at such Grantor's
premises or elsewhere. The Collateral Agent shall have the right to enter onto
the property where any Collateral is located and take possession thereof with or
without judicial process.

          (b) The Collateral Agent shall apply the net proceeds of any action
taken by it pursuant to this Section 6.6, after deducting all reasonable costs
and expenses of every kind incurred in connection therewith or incidental to the
care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Secured Parties hereunder, including reasonable
attorneys' fees and disbursements, to the payment in whole or in part of the
Obligations and only after such application and after the payment by the
Collateral Agent of any other amount required by any provision of law, including
Section 9-615(a) of the New York UCC, need the Collateral Agent account for the
surplus, if any, to any Grantor. If the Collateral Agent sells any of the
Collateral upon credit, the Grantor will be credited only with payments actually
made by the purchaser and received by the Collateral Agent and applied to
indebtedness of the purchaser. In the event the purchaser fails to pay for the
Collateral, the Collateral Agent may resell the Collateral and the Grantor shall
be credited with proceeds of the sale. To the extent permitted by applicable
law, each Grantor waives all claims, damages and demands it may acquire against
any Secured Party arising out of the exercise by them of any rights hereunder.

          (c) In the event of any disposition of any of the Intellectual
Property, the goodwill of the business connected with and symbolized by any
Trademarks subject to such Disposition shall be included, and the applicable
Grantor shall supply the Collateral Agent or its designee with such Grantor's
know-how and expertise, and with documents and things embodying the same,
relating to the manufacture, distribution, advertising and sale of products or
the provision of services relating to any Intellectual Property subject to such
disposition, and such Grantor's customer lists and other records and documents
relating to such Intellectual Property and to the manufacture, distribution,
advertising and sale of such products and services.

          6.7. Registration Rights. (a) Each Grantor recognizes that the
Collateral Agent may be unable to effect a public sale of any or all the Pledged
Equity Interests or the Pledged Debt Securities, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private


                                       33

<PAGE>

sale shall be deemed to have been made in a commercially reasonable manner. The
Collateral Agent shall be under no obligation to delay a sale of any of the
Pledged Equity Interests or the Pledged Debt Securities for the period of time
necessary to permit the Issuer thereof to register such securities for public
sale under the Securities Act, or under applicable state securities laws, even
if such Issuer would agree to do so.

          (b) Each Grantor agrees that, upon the occurrence and during the
continuance of an Event of Default, if the Collateral Agent desires to sell any
of the Pledged Collateral at a public or private sale, it will, upon the written
request of the Collateral Agent, use its commercially reasonable efforts to do
or cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Equity Interests or the Pledged Debt
Securities pursuant to this Section 6.7 valid and binding and in compliance with
any and all other applicable requirements of law. Each Grantor further agrees
that a breach of any of the covenants contained in this Section 6.7 will cause
irreparable injury to the Secured Parties, that the Secured Parties have no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 6.7 shall be specifically
enforceable against such Grantor, and such Grantor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred and is
continuing under the Credit Agreement or a defense of payment.

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

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

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

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

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


                                       34

<PAGE>

               (iv) execute, in connection with any sale provided for in Section
     6.7 or 6.8, any endorsements, assignments or other instruments of
     conveyance or transfer with respect to the Collateral; and

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

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

          (b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Collateral Agent, at its option, but without
any obligation so to do, may perform or comply, or otherwise cause performance
or compliance, with such agreement; provided, however, that unless and Event of
Default has occurred and is continuing or time is of the essence, the Collateral
Agent shall not exercise this power without first making written demand on the
Grantor and the Grantor failing to promptly comply therewith.

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

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


                                       35

<PAGE>

          7.2. Duty of Collateral Agent. The Collateral Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise, shall
be to deal with it in the same manner as the Collateral Agent deals with similar
property for its own account. Neither the Collateral Agent, nor any other
Secured Party nor any of their respective officers, directors, partners,
employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of any Grantor or any
other person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the Secured Parties
hereunder are solely to protect the Secured Parties' interests in the Collateral
and shall not impose any duty upon any Secured Party to exercise any such
powers. The Collateral Agent and the other Secured Parties shall be accountable
only for amounts that they actually receive as a result of the exercise of the
powers granted to them herein, and neither they nor any of their officers,
directors, partners, employees, agents, attorneys and other advisors,
attorneys-in-fact or affiliates shall be responsible to any Grantor for any act
or failure to act hereunder, except for their own gross negligence or willful
misconduct in breach of a duty owed to such Grantor.7.3. Execution of Financing
Statements. Each Grantor acknowledges that pursuant to Section 9-509(b) of the
New York UCC and any other applicable law, each Grantor authorizes the
Collateral Agent to file or record financing or continuation statements, and
amendments thereto, and other filing or recording documents or instruments with
respect to the Collateral, without the signature of such Grantor, in such form
and in such offices as the Collateral Agent reasonably determines appropriate to
perfect or maintain the perfection of the security interests of the Collateral
Agent under this Agreement. Each Grantor agrees that such financing statements
may describe the collateral in the same manner as described in the Security
documents or as "all assets" or "all personal property," whether now owned or
hereafter existing or acquired or such other description as the Collateral
Agent, in its sole judgment, determines is necessary or advisable. A
photographic or other reproduction of this Agreement shall be sufficient as a
financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.

          7.4. Authority of Collateral Agent. Each Grantor acknowledges that the
rights and responsibilities of the Collateral Agent under this Agreement with
respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Collateral Agent and the other
Secured Parties, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Collateral Agent and the Grantors, the Collateral Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.

          7.5. Appointment of Co-Collateral Agents. At any time or from time to
time, in order to comply with any applicable requirement of law, the Collateral
Agent may appoint another bank or trust company or one of more other persons,
either to act as co-agent or agents on behalf of the Secured Parties with such
power and authority as may be necessary for the effectual operation of the
provisions hereof and which may be specified in the instrument of appointment
(which may, in the discretion of the Collateral Agent, include provisions for
indemnification and similar protections of such co-agent or separate agent).

                            SECTION 8. MISCELLANEOUS

          8.1. Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by


                                       36

<PAGE>

each affected Grantor and the Collateral Agent, subject to any consents required
under Section 9.08 of the Credit Agreement; provided that any provision of this
Agreement imposing obligations on any Grantor may be waived by the Collateral
Agent in a written instrument executed by the Collateral Agent.

          8.2. Notices. All notices, requests and demands to or upon the
Collateral Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 9.01 of the Credit Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 8.2.

          8.3. No Waiver by Course of Conduct; Cumulative Remedies. No Secured
Party shall by any act (except by a written instrument pursuant to Section 8.1),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure to exercise, nor any delay in exercising, on the part of any Secured
Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by any Secured Party of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which such Secured Party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

          8.4. Enforcement Expenses; Indemnification.(a) Each Grantor agrees to
pay or reimburse each Secured Party for all its costs and expenses incurred in
collecting against such Grantor under the guarantee contained in Section 2 or
otherwise enforcing or preserving any rights under this Agreement and the other
Loan Documents to which such Grantor is a party, including the reasonable fees
and disbursements of counsel to each Secured Party and of counsel to the
Collateral Agent.

          (b) Each Grantor agrees to pay, and to hold the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to, or resulting from any delay in paying, any
and all stamp, excise, sales or other taxes which may be payable or determined
to be payable with respect to any of the Collateral or in connection with any of
the transactions contemplated by this Agreement.

          (c) Each Grantor agrees to pay, and to hold the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement to the extent the Borrower
would be required to do so pursuant to Section 9.05 of the Credit Agreement.

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

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

          8.6. Set-Off. Each Grantor hereby irrevocably authorizes each Secured
Party at any time and from time to time, while an Event of Default shall have
occurred and be continuing, without notice to such Grantor or any other Grantor,
any such notice being expressly waived by each Grantor, to set-off and
appropriate and apply any and all deposits (general or special, time or


                                       37

<PAGE>

demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Secured Party to or for the credit or the account of such Grantor,
or any part thereof in such amounts as such Secured Party may elect, against and
on account of the obligations and liabilities of such Grantor to such Secured
Party hereunder and claims of every nature and description of such Secured Party
against such Grantor, in any currency, whether arising hereunder, under the
Credit Agreement, any other Loan Document or otherwise, as such Secured Party
may elect, whether or not any Secured Party has made any demand for payment and
although such obligations, liabilities and claims may be contingent or
unmatured. Each Secured Party shall notify such Grantor promptly of any such
set-off and the application made by such Secured Party of the proceeds thereof,
provided that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Secured Party under this
Section are in addition to other rights and remedies (including other rights of
set-off) which such Secured Party may have.

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

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

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

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

          8.11. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          8.12. Submission to Jurisdiction; Waivers. Each Grantor hereby
irrevocably and unconditionally:(a) submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;

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

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

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


                                       38

<PAGE>

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

          8.13. Acknowledgments. Each Grantor hereby acknowledges that:

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

          (b) no Secured Party has any fiduciary relationship with or duty to
     any Grantor arising out of or in connection with this Agreement or any of
     the other Loan Documents, and the relationship between the Grantors, on the
     one hand, and the Secured Parties, on the other hand, in connection
     herewith or therewith is solely that of debtor and creditor; and

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

          8.14. Additional Grantors. Each Subsidiary of the Borrower that is
required to become a party to this Agreement pursuant to Section 5.09 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.

          8.15. Releases.(a) At such time as the Loans and the other Obligations
(other than Obligations in respect of any Specified Swap Agreement) shall have
been paid in full, the commitments under the Credit Agreement have been
terminated or expired and no letter of credit issued under the Credit Agreement
shall be outstanding, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Collateral Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Grantors. At the request and sole expense of any Grantor following any such
termination, the Collateral Agent shall deliver to such Grantor any Collateral
held by the Collateral Agent hereunder, and execute and deliver to such Grantor
such documents as such Grantor shall reasonably request to evidence such
termination.

          (b) If any of the Collateral shall be sold or otherwise disposed of by
any Grantor in a transaction permitted by the Credit Agreement, then the
Collateral Agent, at the request and sole expense of such Grantor, shall execute
and deliver to such Grantor all releases or other documents reasonably necessary
or desirable for the release of the Liens created hereby on such Collateral. At
the request and sole expense of the Borrower, a Guarantor (other than Holdings)
shall be released from its obligations hereunder in the event that all the
Equity Interests in such Guarantor shall be sold or otherwise disposed of in a
transaction permitted by the Credit Agreement; provided that the Borrower shall
have delivered to the Collateral Agent, at least five Business Days prior to the
date of the proposed release, a written request for such release identifying the
relevant Guarantor and the terms of the relevant sale or other disposition in
reasonable detail, including the price thereof and any expenses incurred in
connection therewith, together with a certification by the Borrower stating that
such transaction is in compliance with the Credit Agreement and the other Loan
Documents.

          (c) Each Grantor acknowledges that it is not authorized to file any
financing statement or amendment or termination statement with respect to any
financing statement originally filed in connection herewith without the prior
written consent of the Collateral Agent, subject to such Grantor's rights under
Section 9-509(d)(2) of the New York UCC.


                                       39

<PAGE>

          8.16. WAIVER OF JURY TRIAL. EACH GRANTOR AND THE COLLATERAL AGENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


                                       40

<PAGE>

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

                                        ALPHA NATURAL RESOURCES, LLC


                                        By: /s/ Vaughn R. Groves
                                            ------------------------------------
                                        Name: Vaughn R. Groves
                                        Title: Vice President


                                        ALPHA NR HOLDING, INC.


                                        By: /s/ Vaughn R. Groves
                                            ------------------------------------
                                        Name: Vaughn R. Groves
                                        Title: Vice President


                                        ANR HOLDINGS, LLC


                                        By: /s/ Vaughn R. Groves
                                            ------------------------------------
                                        Name: Vaughn R. Groves
                                        Title: Vice President


                                        ALPHA LAND AND RESERVES, LLC


                                        By: /s/ Vaughn R. Groves
                                            ------------------------------------
                                        Name: Vaughn R. Groves
                                        Title: President

<PAGE>

                                        ALPHA NATURAL RESOURCES CAPITAL CORP.
                                        ALPHA COAL SALES CO., LLC
                                        ALPHA NATURAL RESOURCES SERVICES, LLC
                                        ALPHA TERMINAL COMPANY, LLC
                                        AMFIRE, LLC
                                        AMFIRE HOLDINGS, INC.
                                        AMFIRE MINING COMPANY, LLC
                                        AMFIRE WV, L.P.
                                           by AMFIRE Holdings, Inc., as general
                                           partner
                                        BLACK DOG COAL CORP.
                                        BROOKS RUN MINING COMPANY, LLC
                                        BUCHANAN ENERGY COMPANY, LLC
                                        CALLAWAY NATURAL RESOURCES, Inc.
                                        DICKENSON-RUSSELL COAL COMPANY, LLC
                                        ENTERPRISE MINING COMPANY, LLC
                                        ESPERANZA COAL CO., LLC
                                        GTTC, LLC
                                        HERNDON PROCESSING COMPANY, LLC
                                        KEPLER PROCESSING COMPANY, LLC
                                        KINGWOOD MINING COMPANY, LLC
                                        LITWAR PROCESSING COMPANY, LLC
                                        MATE CREEK ENERGY, LLC
                                        MAXXIM REBUILD CO., LLC
                                        MAXXIM SHARED SERVICES, LLC
                                        MAXXUM CARBON RESOURCES, LLC
                                        MCDOWELL-WYOMING COAL COMPANY, LLC
                                        NATCOAL LLC
                                        NICEWONDER CONTRACTING, INC.
                                        PARAMONT COAL COMPANY VIRGINIA, LLC
                                        POWERS SHOP, LLC
                                        PREMIUM ENERGY, LLC
                                        RIVERSIDE ENERGY COMPANY, LLC
                                        SOLOMONS MINING COMPANY
                                        TWIN STAR MINING, INC.
                                        VIRGINIA ENERGY COMPANY, LLC
                                        WHITE FLAME ENERGY, INC.


                                        By: /s/ Vaughn R. Groves
                                            ------------------------------------
                                        Name: Vaughn R. Groves
                                        Title: Vice President

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                                        CITICORP NORTH AMERICA, INC.,
                                        as Administrative Agent and
                                        Collateral Agent


                                        By: /s/ Daniel J. Miller
                                            ------------------------------------
                                        Name: Daniel J. Miller
                                        Title: Vice President