<PAGE>

                                                                   EXHIBIT 10.12
================================================================================

                      GUARANTEE AND COLLATERAL AGREEMENT


                                    made by

                    DIGITAL BROADCAST NETWORK CORPORATION,
                          (D/B/A INTIRA CORPORATION),
                                  as Borrower


                                  in favor of


                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent


                         Dated as of December 30, 1999



================================================================================
<PAGE>

                                    TABLE OF CONTENTS
                                    -----------------

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
SECTION 1  DEFINED TERMS......................................................    6
     1.1  Definitions.........................................................    6
     1.2  Other Definitional Provisions.......................................   10
SECTION 2. GUARANTEE..........................................................   10
     2.1  Guarantee...........................................................   10
     2.2  Right of Contribution...............................................   11
     2.3  No Subrogation......................................................   11
     2.4  Amendments, etc. with respect to the Borrower Obligations...........   12
     2.5  Guarantee Absolute and Unconditional................................   12
     2.6  Reinstatement.......................................................   13
     2.7  Payments............................................................   13
SECTION 3. GRANT OF SECURITY INTEREST.........................................   13
SECTION 4. REPRESENTATIONS AND WARRANTIES.....................................   14
     4.1  Title; No Other Liens...............................................   15
     4.2  Perfected First Priority Liens......................................   15
     4.3  Chief Executive Office..............................................   15
     4.4  Inventory and Equipment.............................................   15
     4.5  Farm Products.......................................................   15
     4.6  Investment Property.................................................   15
     4.7  Receivables.........................................................   16
     4.8  Contracts...........................................................   16
     4.9  Intellectual Property...............................................   17
SECTION 5. COVENANTS..........................................................   17
     5.1  Delivery of Instruments, Certificated Securities and Chattel Paper..   17
     5.2  Maintenance of Insurance............................................   18
     5.3  Maintenance of Perfected Security Interest; Further Documentation...   18
     5.4  Changes in Locations, Name, etc.....................................   18
     5.5  Notices.............................................................   19
     5.6  Investment Property.................................................   19
     5.7  Receivables.........................................................   20
     5.8  Contracts...........................................................   21
     5.9  Intellectual Property...............................................   21
SECTION 6. REMEDIAL PROVISIONS................................................   22
     6.1  Certain Matters Relating to Receivables.............................   22
     6.2  Communications with Obligors; Grantors Remain Liable................   23
     6.3  Pledged Stock.......................................................   23
     6.4  Proceeds to be Turned Over To Administrative Agent..................   24
     6.5  Application of Proceeds.............................................   25
     6.6  Code and Other Remedies.............................................   25
     6.7  Registration Rights.................................................   26
</TABLE>
<PAGE>

<TABLE>
<S>                                                                              <C>
     6.8   Waiver; Deficiency.................................................   26
SECTION 7.  THE ADMINISTRATIVE AGENT..........................................   26
     7.1   Administrative Agent's Appointment as Attorney-in-Fact, etc........   26
     7.2   Duty of Administrative Agent.......................................   28
     7.3   Execution of Financing Statements..................................   28
     7.4   Authority of Administrative Agent..................................   29
SECTION 8.  MISCELLANEOUS.....................................................   29
     8.1   Amendments in Writing..............................................   29
     8.2   Notices............................................................   29
     8.3   No Waiver by Course of Conduct; Cumulative Remedies................   29
     8.4   Enforcement Expenses; Indemnification..............................   30
     8.5   Successors and Assigns.............................................   30
     8.6   Set-Off............................................................   30
     8.7   Counterparts.......................................................   31
     8.8   Severability.......................................................   31
     8.9   Section Headings...................................................   31
     8.10  Integration........................................................   31
     8.11  GOVERNING LAW......................................................   31
     8.12  Submission To Jurisdiction; Waivers................................   31
     8.13  Acknowledgements...................................................   32
     8.14  Additional Grantors................................................   32
     8.15  Releases...........................................................   32
     8.16  WAIVER OF JURY TRIAL...............................................   33
</TABLE>
<PAGE>

SCHEDULES
---------

Schedule 1  Notice Addresses
Schedule 2  Investment Property
Schedule 3  Perfection Matters
Schedule 4  Jurisdictions of Organization and Chief Executive Offices
Schedule 5  Inventory and Equipment Locations
Schedule 6  Intellectual Property
                                                                       Exhibit A


                       GUARANTEE AND COLLATERAL AGREEMENT

          GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 30, 1999,
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 THE CHASE
                                               --------
MANHATTAN BANK, as Administrative Agent (in such capacity, the "Administrative
                                                                --------------
Agent") for the banks and other financial institutions (the "Lenders") from time
-----                                                        -------
to time parties to the Credit Agreement, dated as of December 30, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Credit
                                                                    ------
Agreement"), among DIGITAL BROADCAST NETWORK CORPORATION (D/B/A INTIRA
---------
CORPORATION), a Missouri corporation (the "Borrower"), the Lenders and the
                                           --------
Administrative Agent.


                              W I T N E S S E T H:
                              -------------------

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

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

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

          WHEREAS, 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
<PAGE>

their respective extensions of credit to the Borrower under the Credit Agreement
that the Grantors shall have executed and delivered this Agreement to the
Administrative Agent for the ratable benefit of the Lenders;

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

                            SECTION 1  DEFINED TERMS

          1.1  Definitions.  (a)  Unless otherwise defined herein, terms defined
               -----------
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement, and the following terms are used herein as defined in the
New York UCC:  Accounts, Certificated Security, Chattel Paper, Documents,
Equipment, Farm Products, Instruments and Inventory.

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

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

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

          "Collateral":  as defined in Section 3.
           ----------

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

          "Contracts":  any contract or agreement, including, without
           ---------
     limitation, (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 damages arising thereunder and (iii) all rights of any
     Grantor to perform and to exercise all remedies thereunder.

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

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

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

          "Foreign Subsidiary":  any Subsidiary organized under the laws of any
           ------------------
     jurisdiction outside the United States of America.

          "Foreign Subsidiary Voting Stock":  the voting Capital Stock of any
           -------------------------------
     Foreign Subsidiary.

          "General Intangibles":  all "general intangibles" as such term is
           -------------------
     defined in Section 9-106 of the New York UCC and, in any event, including,
     without limitation, with respect to any Grantor, all contracts, agreements,
     instruments and indentures 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 or
     otherwise modified, including, without limitation, (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 damages arising
     thereunder and (iii) all rights of such Grantor to perform and to exercise
     all remedies thereunder, in each case to the extent the grant by such
     Grantor of a security interest pursuant to this Agreement in its right,
     title and interest in such contract, agreement, instrument or indenture is
     not prohibited by such contract, agreement, instrument or indenture without
     the consent of any other party thereto, would not give any other party to
     such contract, agreement, instrument or indenture the right to terminate
     its obligations thereunder, or is permitted with consent if all necessary
     consents to such grant of a security interest have been obtained from the
     other parties thereto (it
<PAGE>

     being understood that the foregoing shall not be deemed to obligate such
     Grantor to obtain such consents); provided, that the foregoing limitation
                                       --------
     shall not affect, limit, restrict or impair the grant by such Grantor of a
     security interest pursuant to this Agreement in any Receivable or any money
     or other amounts due or to become due under any such contract, agreement,
     instrument or indenture.

          "Guarantor Obligations":  with respect to any Guarantor, all
           ---------------------
     obligations and liabilities of such Guarantor which may arise under or in
     connection with this Agreement (including, without limitation, Section 2)
     or any other Loan Document to which such Guarantor is a party, in each case
     whether on account of guarantee obligations, reimbursement obligations,
     fees, indemnities, costs, expenses or otherwise (including, without
     limitation, all fees and disbursements of counsel to the Administrative
     Agent or to the Lenders that are required to be paid by such Guarantor
     pursuant to the terms of this Agreement or any other Loan Document).

          "Guarantors":  the collective reference to each Grantor other than the
           ----------
     Borrower.

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

          "Intercompany Note":  any promissory note evidencing loans made by any
           -----------------
     Grantor to the Parent or any of its Subsidiaries.

          "Investment Property":  the collective reference to (i) all
           -------------------
     "investment property" as such term is defined in Section 9-115 of the New
     York UCC (other than any Foreign Subsidiary Voting Stock excluded from the
     definition of "Pledged Stock") and (ii) whether or not constituting
     "investment property" as so defined, all Pledged Notes and all Pledged
     Stock.

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

          "Lender Hedge Agreements":  all interest rate swaps, caps or collar
           -----------------------
     agreements or similar arrangements entered into by the Borrower with any
     Lender (or any Affiliate of any Lender) providing for protection against
     fluctuations in interest rates or currency exchange rates or the exchange
     of nominal interest obligations, either generally or under specific
     contingencies, in each case to the extent required by the terms of the
     Credit Agreement to be entered into by the Borrower.

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

          "Nortel":  Northern Telecom, Inc. (d/b/a Nortel, Inc.).
           ------

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

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

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

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

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

          "Proceeds":  all "proceeds" as such term is defined in Section 9-
           --------
     306(1) of the New York UCC and, in any event, shall include, without
     limitation, all dividends or other income from the Investment Property,
     collections thereon or distributions or payments with respect thereto.

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

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

          "Trademarks":  (i) all trademarks, trade names, corporate names,
           ----------
     company names,
<PAGE>

     business names, fictitious business names, trade styles, service marks,
     logos and other source or business identifiers, and all goodwill associated
     therewith, now existing or hereafter adopted or acquired, all registrations
     and recordings thereof, and all applications in connection therewith,
     whether in the United States Patent and Trademark Office or in any similar
     office or agency of the United States, any State thereof or any other
     country or any political subdivision thereof, or otherwise, and all common-
     law rights related thereto, including, without limitation, any of the
     foregoing referred to in Schedule 6, and (ii) the right to obtain all
                              ----------
     renewals thereof.

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

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

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

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


                             SECTION 2.  GUARANTEE

          2.1  Guarantee.  (a)  Each of the Guarantors hereby, jointly and
               ---------
severally, unconditionally and irrevocably, guarantees to the Administrative
Agent, for the ratable benefit of the Lenders 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)  Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

          (c)  Each Guarantor agrees that the Borrower Obligations may at any
time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this Section 2 or
affecting the rights and remedies of the
<PAGE>

Administrative Agent or any Lender hereunder.

          (d)  The guarantee contained in this Section 2 shall remain in full
force and effect until all the Borrower Obligations and the obligations of each
Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full, no Letter of Credit shall be outstanding and the
Commitments shall be terminated, notwithstanding that from time to time during
the term of the Credit Agreement the Borrower may be free from any Borrower
Obligations.

          (e)  No payment made by the Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by the Administrative
Agent or any Lender 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 are paid in
full, no Letter of Credit shall be outstanding and the Commitments are
terminated.

          2.2  Right of Contribution.  Each Subsidiary Guarantor hereby agrees
               ---------------------
that to the extent that a Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against any other
Subsidiary Guarantor hereunder which has not paid its proportionate share of
such payment.  Each Subsidiary Guarantor's right of contribution shall be
subject to the terms and conditions of Section 2.3.  The provisions of this
Section 2.2 shall in no respect limit the obligations and liabilities of any
Subsidiary Guarantor to the Administrative Agent and the Lenders, and each
Subsidiary Guarantor shall remain liable to the Administrative Agent and the
Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

          2.3  No Subrogation.  Notwithstanding any payment made by any
               --------------
Guarantor hereunder or any set-off or application of funds of any Guarantor by
the Administrative Agent or any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Borrower or any other Guarantor or any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Borrower Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Borrower Obligations are paid in full, no Letter of Credit shall
be outstanding and the Commitments are terminated.  If any amount shall be paid
to any Guarantor on account of such subrogation rights at any time when all of
the Borrower Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of
<PAGE>

such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned
over to the Administrative Agent in the exact form received by such Guarantor
(duly indorsed by such Guarantor to the Administrative Agent, if required), to
be applied against the Borrower Obligations, whether matured or unmatured, in
such order as the Administrative Agent may determine.

          2.4  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 the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender 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, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, 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 Administrative Agent (or the Required
Lenders or all Lenders, as the case may be) may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the Borrower
Obligations may be sold, exchanged, waived, surrendered or released.  Neither
the Administrative Agent nor any Lender 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.

          2.5  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 the Administrative
Agent or any Lender upon the guarantee contained in this Section 2 or acceptance
of the guarantee contained in this Section 2; the Borrower Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 2; and all dealings between the Borrower and
any of the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, 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 without regard to
(a) the validity or enforceability of the Credit Agreement or any other Loan
Document, any of the Borrower Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower or any other Person against the Administrative Agent
<PAGE>

or any Lender, 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, the Administrative Agent or any Lender may, but shall be under no
obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Borrower, any other Guarantor or any other
Person or against any collateral security or guarantee for the Borrower
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender 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 the
Administrative Agent or any Lender against any Guarantor. For the purposes
hereof "demand" shall include the commencement and continuance of any legal
proceedings.

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

          2.7  Payments.  Each Guarantor hereby guarantees that payments
               --------
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent located at 270
Park Avenue, New York, New York 10017.


                     SECTION 3.  GRANT OF SECURITY INTEREST

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

          (a)  all Accounts;
<PAGE>

          (b)  all Chattel Paper;

          (c)  all Contracts;

          (d)  all Deposit Accounts;

          (e)  all Documents;

          (f)  all Equipment;

          (g)  all General Intangibles;

          (h)  all Instruments;

          (i)  all Intellectual Property;

          (j)  all Inventory;

          (k)  all Investment Property;

          (l)  all other property not otherwise described above;

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

          (n)  to the extent not otherwise included, all Proceeds and products
     of any and all of the foregoing and all collateral security and guarantees
     given by any Person with respect to any of the foregoing.

Notwithstanding the foregoing, such grant of a security interest shall not
extend to, and term "Collateral" shall not include (i) any rights which are now
or hereafter held by a Grantor as licensee, lessee, contractor or otherwise to
the extent that such rights are not assignable or capable of being assigned as a
matter of law or under the written terms of the license, lease, contract, or
other agreement applicable thereto or (ii) any equipment, proceeds or other
property financed by a Capital Lease or loan agreement permitted under the terms
of the Credit Agreement, to the extent that such equipment, proceeds or other
property are prohibited from being pledged under the written terms of the
license, lease, contract or other agreement applicable thereto without the
consent of the other parties thereto, provided that upon the elimination of such
                                      --------
disability or prohibition such grant of security interest shall automatically
extend to, and the definition of "Collateral" shall automatically include, such
excluded rights, equipment, proceeds or other property.

                   SECTION 4.  REPRESENTATIONS AND WARRANTIES

          To induce the Administrative Agent and the Lenders to enter into the
Credit
<PAGE>

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

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

          4.2  Perfected First Priority Liens.  The security interests granted
               ------------------------------
pursuant to this Agreement (a) constitute upon completion of the filings and
other actions specified on Schedule 3 (which, in the case of all filings and
                           ----------
other documents referred to on said Schedule, have been delivered to the
Administrative Agent in completed and duly executed form) will constitute valid
perfected security interests in all of the Collateral in favor of the
Administrative Agent, for the ratable benefit of the Lenders, as collateral
security for such Grantor's Obligations, enforceable in accordance with the
terms hereof against all creditors of such Grantor and any Persons purporting to
purchase any Collateral from such Grantor and (b) are prior to all other Liens
on the Collateral in existence on the date hereof except for unrecorded Liens
permitted by the Credit Agreement, except for Liens in favor of Nortel, such
Liens to be released upon payment of Indebtedness owed by Grantor to Nortel as
set forth in the payoff letter delivered by Nortel to the Administrative Agent,
which have priority over the Liens on the Collateral by operation of law.

          4.3  Chief Executive Office.  On the date hereof, such Grantor's
               ----------------------
jurisdiction of organization and the location of such Grantor's chief executive
office or sole place of business are specified on Schedule 4.
                                                  ----------

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

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

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

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

          (c)  Each of the Pledged Notes constitutes the legal, valid and
binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, 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.

          (d)  Such Grantor is the record and beneficial owner of, and has good
and marketable title to, the Investment Property pledged by it hereunder, free
of any and all Liens or options in favor of, or claims of, any other Person,
except the security interest created by this Agreement.

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

          (b)  On the date hereof, none of the obligors on any Receivables is a
Governmental Authority.

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

          4.8  Contracts.  (a)  No consent of any party (other than such
               ---------
Grantor) to any Contract is required, or purports to be required, in connection
with the execution, delivery and performance of this Agreement.

          (b)  Each Contract is in full force and effect and constitutes a valid
and legally enforceable obligation of the parties 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.

          (c)  On the date hereof, no consent or authorization of, filing with
or other act by or in respect of any Governmental Authority is required in
connection with the execution, delivery, performance, validity or enforceability
of any of the Contracts by any party thereto other than those which have been
duly obtained, made or performed, are in full force and effect and do not
subject the scope of any such Contract to any material adverse limitation,
either specific or general in nature.

          (d)  Neither such Grantor nor (to the best of such Grantor's
knowledge) any of the other parties to the Contracts is in default in the
performance or observance of any of the terms thereof, except to the extent such
default could not reasonably be expected to have a Material Adverse Effect.
<PAGE>

          (e)  The right, title and interest of such Grantor in, to and under
the Contracts are not subject to any defenses, offsets, counterclaims or claims
that, in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

          (f)  No amount payable to such Grantor under or in connection with any
Contract is evidenced by any Instrument or Chattel Paper which has not been
delivered to the Administrative Agent.

          (g)  None of the parties to any Contract is a Governmental Authority.

          4.9  Intellectual Property.  (a)  Schedule 6 lists all Intellectual
               ---------------------        ----------
Property which has been registered with the Patent and Trademark Office or the
Copyright Office owned by such Grantor in its own name on the date hereof.

          (b)  On the date hereof, all material Intellectual Property is valid,
subsisting, unexpired and enforceable, has not been abandoned.

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

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

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

                             SECTION 5.  COVENANTS

          Each Grantor covenants and agrees with the Administrative Agent and
the Lenders that, from and after the date of this Agreement until the
Obligations shall have been paid in full, no Letter of Credit shall be
outstanding and the Commitments shall have terminated:

          5.1  Delivery of Instruments, Certificated Securities and Chattel
               ------------------------------------------------------------
Paper.  If any amount payable under or in connection with any of the Collateral
-----
shall be or become evidenced by any Instrument, Certificated Security or Chattel
Paper, such Instrument, Certificated Security or Chattel Paper shall be
immediately delivered to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent, to be held as Collateral pursuant to
this Agreement.    Notwithstanding the foregoing, in no event shall any Grantor
be required to deliver
<PAGE>

a Certificated Security representing more than 65% of the issued and outstanding
shares of stock of any Issuer which is a Foreign Subsidiary.

          5.2  Maintenance of Insurance.  (a)  Such Grantor will maintain, with
               ------------------------
financially sound and reputable companies, insurance policies (i) insuring the
Inventory and Equipment against loss by fire, explosion, theft and such other
casualties as may be reasonably satisfactory to the Administrative Agent and
(ii) to the extent requested by the Administrative Agent, insuring such Grantor,
the Administrative Agent and the Lenders against liability for personal injury
and property damage relating to such Inventory and Equipment, such policies to
be in such form and amounts and having such coverage as may be reasonably
satisfactory to the Administrative Agent and the Lenders.

          (b)  All such 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 Administrative Agent of
written notice thereof, (ii) name the Administrative Agent as insured party or
loss payee, (iii) if reasonably requested by the Administrative Agent, include a
breach of warranty clause and (iv) be reasonably satisfactory in all other
respects to the Administrative Agent.

          5.3  Maintenance of Perfected Security Interest; Further
               ---------------------------------------------------
Documentation.  (a)  Such Grantor shall maintain the security interest created
-------------
by this Agreement as a perfected security interest having at least the priority
described in Section 4.2 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

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

          (c)  At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of such Grantor, such Grantor
will promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, (i) filing 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 and any other relevant Collateral,
taking any actions necessary to enable the Administrative Agent to obtain
"control" (within the meaning of the applicable Uniform Commercial Code) with
respect thereto.

          5.4  Changes in Locations, Name, etc.  Such Grantor will not, except
               --------------------------------
upon 15 days' prior written notice to the Administrative Agent and delivery to
the Administrative Agent of all additional executed financing statements and
other documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests
<PAGE>

provided for herein:

          (i)  change its jurisdiction of organization or the location of its
     chief executive office or sole place of business from that referred to in
     Section 4.3 (other than a reincorporation by the Borrower in Delaware,
     provided that the Borrower shall give the Administrative Agent prior notice
     --------
     of such reincorporation); or

          (ii) change its name, identity or corporate structure to such an
     extent that any financing statement filed by the Administrative Agent in
     connection with this Agreement would become misleading.

Such Grantor will provide written quarterly supplements to Schedule 5 showing
                                                           ----------
any additional location at which Inventory or Equipment shall be kept.  Such
Grantor shall deliver all additional executed financing statements and other
documents reasonably requested by the Administrative Agent to obtain valid,
perfected security interests in such additional locations and with the priority
of such security interests to be as provided for herein.

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

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

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

          5.6  Investment Property.  (a)  If such Grantor shall become entitled
               -------------------
to receive or shall receive any stock certificate (including, without
limitation, 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 Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Administrative Agent and the Lenders, hold the same in
trust for the Administrative Agent and the Lenders and deliver the same
forthwith to the Administrative Agent in the exact form received, duly indorsed
by such Grantor to the Administrative Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by such
Grantor and with, if the Administrative Agent so requests, signature guaranteed,
to be held by the Administrative Agent, subject to the terms hereof, as
additional collateral security for the Obligations.  Any sums paid upon or in
respect of the Investment Property upon the liquidation or dissolution of any
Issuer shall be paid over to the Administrative Agent to be held by it hereunder
as additional collateral security for the Obligations, and in case any
distribution of capital shall be made on or in respect of the
<PAGE>

Investment Property or any property shall be distributed upon or with respect to
the Investment Property pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless otherwise subject to a perfected security
interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations. If any sums of money or property so paid or
distributed in respect of the Investment Property shall be received by such
Grantor, such Grantor shall, until such money or property is paid or delivered
to the Administrative Agent, hold such money or property in trust for the
Lenders, segregated from other funds of such Grantor, as additional collateral
security for the Obligations. Notwithstanding the foregoing, in no event shall
more than 65% of the issued and outstanding shares of stock, or any property
distributed in respect thereof, of any Issuer which is a Foreign Subsidiary
constitute collateral security for the Obligations.

          (b)  Without the prior written consent of the Administrative Agent,
such Grantor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock or other equity securities of any nature or to
issue any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of any Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Investment Property or Proceeds thereof (except
pursuant to a transaction expressly permitted by the Credit Agreement), (iii)
create, incur or permit to exist any Lien or option in favor of, or any claim of
any Person with respect to, any of the Investment Property or Proceeds thereof,
or any interest therein, except for the security interests created by this
Agreement or (iv) enter into any agreement or undertaking restricting the right
or ability of such Grantor or the Administrative Agent to sell, assign or
transfer any of the Investment Property or Proceeds thereof.

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

          5.7  Receivables.  (a)  Other than in the ordinary course of business
               -----------
consistent with prudent business practice, such Grantor will 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 adversely affect the value
thereof.

          (b)  Such Grantor will deliver to the Administrative Agent a copy of
each material demand, notice or document received by it that questions or calls
into doubt the validity or
<PAGE>

enforceability of more than 5% of the aggregate amount of the then outstanding
Receivables.

          5.8  Contracts. Such Grantor will perform and comply in all material
               ---------
respects with all its obligations under the Contracts except as permitted under
the Credit Agreement.

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

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

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

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

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

          (f)  Whenever such Grantor, either by itself or through any agent,
employee, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States Copyright Office or any similar
<PAGE>

office or agency in any other country or any political subdivision thereof, such
Grantor shall report such filing to the Administrative Agent within five
Business Days after the last day of the fiscal quarter in which such filing
occurs. Upon request of the Administrative Agent, such Grantor shall execute and
deliver, and have recorded, any and all agreements, instruments, documents, and
papers as the Administrative Agent may request to evidence the Administrative
Agent's and the Lenders' security interest in any Copyright, Patent or Trademark
and the goodwill and general intangibles of such Grantor relating thereto or
represented thereby.

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

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

Notwithstanding anything contained in this Section 5.9, a Grantor shall have no
obligations under this Section 5.9 with respect to any Trademark, Patent,
Copyright, or other Intellectual Property to the extent the board of directors
of such Grantor determines it is in the best interests of such Grantor that such
Trademark, Patent, Copyright, or other Intellectual Property be forefeited,
abandoned, dedicated to the public or otherwise invalidated or impaired.

                        SECTION 6.  REMEDIAL PROVISIONS

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

          (b)  The Administrative Agent hereby authorizes each Grantor to
collect such Grantor's Receivables, subject to the Administrative Agent's
direction and control, and the
<PAGE>

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

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

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

          (c)  Anything herein to the contrary notwithstanding, each Grantor
shall remain liable under each of the Receivables and Contracts to observe and
perform all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto.  Neither the Administrative Agent nor any Lender 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 the Administrative Agent or any Lender of any payment relating
thereto, nor shall the Administrative Agent or any Lender 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 Stock.  (a)  Unless an Event of Default shall have
               -------------
occurred and be continuing and the Administrative Agent shall have given notice
to the relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal
course of
<PAGE>

business of the relevant Issuer and consistent with past practice, to the extent
permitted in the Credit Agreement, and to exercise all voting and corporate
rights with respect to the Investment Property; provided, however, that no Vote
                                                --------  -------
no vote shall be cast or corporate right exercised or other action taken which,
in the Administrative Agent's reasonable judgment, would impair the Collateral
or which would be inconsistent with or result in any violation of any provision
of the Credit Agreement, this Agreement or any other Loan Document.

          (b)  If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the relevant Grantor or Grantors, (i) the Administrative Agent shall have the
right to receive any and all cash dividends, payments or other Proceeds paid in
respect of the Investment Property and make application thereof to the
Obligations in such order as the Administrative Agent may determine, and (ii)
any or all of the Investment Property shall be registered in the name of the
Administrative Agent or its nominee, and the Administrative Agent or its nominee
may thereafter exercise (x) all voting, corporate and other rights pertaining to
such Investment Property at any meeting of shareholders of the relevant Issuer
or Issuers or otherwise and (y) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such
Investment Property as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the
Investment Property upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any
Issuer, or upon the exercise by any Grantor or the Administrative Agent of any
right, privilege or option pertaining to such Investment Property, and in
connection therewith, the right to deposit and deliver any and all of the
Investment Property with any committee, depositary, transfer agent, registrar or
other designated agency upon such terms and conditions as the Administrative
Agent may determine), all without liability except to account for property
actually received by it, but the Administrative Agent shall have no duty to any
Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

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

          6.4  Proceeds to be Turned Over To Administrative Agent.  In addition
               --------------------------------------------------
to the rights of the Administrative Agent and the Lenders specified in Section
6.1 with respect to payments of Receivables, if an Event of Default shall occur
and be continuing, all Proceeds received by any Grantor consisting of cash,
checks and other near-cash items shall be held by such Grantor in trust for the
Administrative Agent and the Lenders, segregated from other funds of such
Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to
the Administrative Agent in the exact form received by such Grantor (duly
indorsed by such Grantor
<PAGE>

to the Administrative Agent, if required). All Proceeds received by the
Administrative Agent hereunder shall be held by the Administrative Agent in a
Collateral Account maintained under its sole dominion and control. All Proceeds
while held by the Administrative Agent in a Collateral Account (or by such
Grantor in trust for the Administrative Agent and the Lenders) shall continue to
be held as collateral security for all the Obligations and shall not constitute
payment thereof until applied as provided in Section 6.5.

          6.5  Application of Proceeds.  At such intervals as may be agreed upon
               -----------------------
by the Borrower and the Administrative Agent, or, if an Event of Default shall
have occurred and be continuing, at any time at the Administrative Agent's
election, the Administrative Agent may apply all or any part of Proceeds held in
any Collateral Account in payment of the Obligations in such order as the
Administrative Agent may elect, and any part of such funds which the
Administrative Agent elects not so to apply and deems not required as collateral
security for the Obligations shall be paid over from time to time by the
Administrative Agent to the Borrower or to whomsoever may be lawfully entitled
to receive the same.  Any balance of such Proceeds remaining after the
Obligations shall have been paid in full, no Letters of Credit shall be
outstanding and the Commitments shall have terminated shall be paid over to the
Borrower or to whomsoever may be lawfully entitled to receive the same.

          6.6  Code and Other Remedies.  If an Event of Default shall occur and
               -----------------------
be continuing, the Administrative Agent, on behalf of the Lenders, may exercise,
in addition to all other rights and remedies granted to them in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC
or any other applicable law.  Without limiting the generality of the foregoing,
the Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Administrative Agent or any Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk.  The Administrative Agent or any Lender shall
have the right upon any such public sale or sales, and, to the extent permitted
by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released.  Each Grantor
further agrees, at the Administrative Agent's request, to assemble the
Collateral and make it available to the Administrative Agent at places which the
Administrative Agent shall reasonably select, whether at such Grantor's premises
or elsewhere.  The Administrative Agent shall apply the net proceeds of any
action taken by it pursuant to this Section 6.6, 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
<PAGE>

rights of the Administrative Agent and the Lenders hereunder, including, without
limitation, reasonable attorneys' fees and disbursements, to the payment in
whole or in part of the Obligations, in such order as the Administrative Agent
may elect, and only after such application and after the payment by the
Administrative Agent of any other amount required by any provision of law,
including, without limitation, Section 9-504(1)(c) of the New York UCC, need the
Administrative Agent account for the surplus, if any, to any Grantor. To the
extent permitted by applicable law, each Grantor waives all claims, damages and
demands it may acquire against the Administrative Agent or any Lender arising
out of the exercise by them of any rights hereunder. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition.

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

          6.8  Waiver; Deficiency.  Each Grantor waives and agrees not to assert
               ------------------
any rights or privileges which it may acquire under Section 9-112 of the New
York UCC.  Each Grantor shall remain liable for any deficiency if the proceeds
of any sale or other disposition of the Collateral are insufficient to pay its
Obligations and the fees and disbursements of any attorneys employed by the
Administrative Agent or any Lender to collect such deficiency.


                     SECTION 7.  THE ADMINISTRATIVE AGENT

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

the following:

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

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

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

          (iv)  execute, in connection with any sale provided for in Section 6.6
     or 6.7, any indorsements, assignments or other instruments of conveyance or
     transfer with respect to the Collateral; 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 Administrative Agent or as the Administrative
     Agent shall direct; (2) ask or demand for, collect, and receive payment of
     and receipt for, any and all moneys, claims and other amounts due or to
     become due at any time in respect of or arising out of any Collateral; (3)
     sign and indorse any invoices, freight or express bills, bills of lading,
     storage or warehouse receipts, drafts against debtors, assignments,
     verifications, notices and other documents in connection with any of the
     Collateral; (4) commence and prosecute any suits, actions or proceedings at
     law or in equity in any court of competent jurisdiction to collect the
     Collateral or any portion thereof and to enforce any other right in respect
     of any Collateral; (5) defend any suit, action or proceeding brought
     against such Grantor with respect to any Collateral; (6) settle, compromise
     or adjust any such suit, action or proceeding and, in connection therewith,
     give such discharges or releases as the Administrative Agent may deem
     appropriate; (7) assign any Copyright, Patent or Trademark (along with the
     goodwill of the business to which any such Copyright, Patent or Trademark
     pertains), throughout the world for such term or terms, on such conditions,
     and in such manner, as the Administrative Agent shall in its sole
     discretion determine; and (8) generally, sell, transfer, pledge and make
     any agreement with respect to or otherwise deal with any of the Collateral
     as fully and completely as though the Administrative Agent were the
     absolute owner thereof for all purposes, and do, at the
<PAGE>

     Administrative Agent's option and such Grantor's expense, at any time, or
     from time to time, all acts and things which the Administrative Agent deems
     necessary to protect, preserve or realize upon the Collateral and the
     Administrative Agent's and the Lenders' 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
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

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

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

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

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

          7.3  Execution of Financing Statements.  Pursuant to Section 9-402 of
               ---------------------------------
the New
<PAGE>

York UCC and any other applicable law, each Grantor authorizes the
Administrative Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the
signature of such Grantor in such form and in such offices as the Administrative
Agent determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement. 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 Administrative Agent.  Each Grantor acknowledges
               ---------------------------------
that the rights and responsibilities of the Administrative Agent under this
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and the Grantors, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Lenders 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.


                           SECTION 8.  MISCELLANEOUS

          8.1  Amendments in Writing.  None of the terms or provisions of this
               ---------------------
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with subsection 10.1 of the Credit Agreement.

          8.2  Notices.  All notices, requests and demands to or upon the
               -------
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in subsection 10.2 of the Credit Agreement; provided that any such
                                                         --------
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.
                                             ----------

          8.3  No Waiver by Course of Conduct; Cumulative Remedies.  Neither the
               ---------------------------------------------------
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default.  No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof.  No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender 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.
<PAGE>

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

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

          (c)  Each Guarantor agrees to pay, and to save the Administrative
Agent and the Lenders 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 subsection 10.5 of
the Credit Agreement.

          (d)  The agreements in this Section 8.4 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
Administrative Agent and the Lenders 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
Administrative Agent.

          8.6  Set-Off.  Each Grantor hereby irrevocably authorizes the
               -------
Administrative Agent and each Lender at any time and from time to time while an
Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have
occurred and be continuing, without notice to such Grantor or any other Grantor,
any such notice being expressly waived by each Grantor, to set-off and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent or such Lender to or for the credit or the account of such
Grantor, or any part thereof in such amounts as the Administrative Agent or such
Lender may elect, against and on account of the obligations and liabilities of
such Grantor to the Administrative Agent or such Lender hereunder and claims of
every nature and description of the Administrative Agent or such Lender against
such Grantor, in any currency, whether arising hereunder, under the Credit
Agreement, any other Loan Document or otherwise, as the
<PAGE>

Administrative Agent or such Lender may elect, whether or not the Administrative
Agent or any Lender has made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. The
Administrative Agent and each Lender shall notify such Grantor promptly of any
such set-off and the application made by the Administrative Agent or such Lender
of the proceeds thereof, provided that the failure to give such notice shall not
                         --------
affect the validity of such set-off and application.  The rights of the
Administrative Agent and each Lender under this Section 8.6 are in addition to
other rights and remedies (including, without limitation, other rights of set-
off) which the Administrative Agent or such Lender 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 telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

          8.8  Severability.  Any provision of this 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 Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof and thereof not expressly
set forth or referred to herein or in the other Loan Documents.

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

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

          (a) submits for itself and its property in any legal action or
     proceeding relating to this 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
<PAGE>

     action or proceeding in any such court or that such action or proceeding
     was brought in an inconvenient court and agrees not to plead or claim the
     same;

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

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

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

          8.13 Acknowledgements.  Each Grantor hereby acknowledges that:
               ----------------

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

          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to any Grantor arising out of or in connection
     with this Agreement or any of the other Loan Documents, and the
     relationship between the Grantors, on the one hand, and the Administrative
     Agent and Lenders, 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 Lenders or among the Grantors and the Lenders.

          8.14 Additional Grantors.  Each Subsidiary of the Borrower that is
               -------------------
required to become a party to this Agreement pursuant to subsection 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, the Reimbursement
               --------
Obligations and the other Obligations shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be outstanding,
the Collateral shall be released from the Liens created hereby, and this
Agreement and all obligations (other than those expressly stated to survive such
termination) of the Administrative Agent and each Grantor hereunder shall
terminate, all without delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the Grantors.  At
the request and sole expense of any
<PAGE>

Grantor following any such termination, the Administrative Agent shall deliver
to such Grantor any Collateral held by the Administrative Agent hereunder, and
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.

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

          8.16 WAIVER OF JURY TRIAL.  EACH GRANTOR 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.
<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.



                                             DIGITAL BROADCAST NETWORK
                                             CORPORATION



                                             By: _____________________________
                                                 Title:
<PAGE>

                                                                      Schedule 1
                                                                      ----------


                        NOTICE ADDRESSES OF GUARANTORS


                                     NONE
<PAGE>

                                                                      Schedule 2
                                                                      ----------


                      DESCRIPTION OF INVESTMENT PROPERTY


Pledged Stock: (None)

<TABLE>
<CAPTION>
____________________________________   __________________   ________________________   _______________
               Issuer                    Class of Stock       Stock Certificate No.     No. of Shares
               ------                    --------------       ---------------------     -------------
<S>                                    <C>                  <C>                        <C>
</TABLE>



Pledged Notes: (None)

<TABLE>
<CAPTION>
 ____________________________________        __________________             ________________________
               Issuer                              Payee                        Principal Amount
               ------                              -----                        ----------------
<S>                                          <C>                            <C>

</TABLE>

                                                                      Schedule 3
                                                                      ----------
<PAGE>

                           FILINGS AND OTHER ACTIONS

                     REQUIRED TO PERFECT SECURITY INTERESTS



                        Uniform Commercial Code Filings
                        -------------------------------


State / Central Filing           Local Filings
----------------------           -------------

1. Arizona                       Maricopa County


2. California                    Los Angeles County
                                 San Diego County
                                 Santa Clara County
                                 San Francisco County

3. Colorado                      Denver County

4. Florida                       Dade County
                                 Hillsborough County

5. Georgia                       De Kalb County


6. Illinois                      Cook County
                                 Peoria County

7. Kentucky                      Jefferson County

8. Massachusetts                 Cambridge County

9. Minnesota                     Hennepin County

10. Mississippi                  Oakland County

11. Missouri                     Jackson County
                                 St. Louis City County
                                 St. Louis County

12. New York                     Erie County
                                 New York County
                                 New York City

13. North Carolina               Durham County

14. Ohio                         Cuyahoga County
<PAGE>

15. Oregon                       Multonomah County

16.  Pennsylvania                Philadelphia County

17. Tennessee                    Shelby County
                                 Davidson County

18. Texas                        Travis County
                                 Dallas County
                                 Harris County
                                 Bexar County

19. Utah                         Salt Lake County

20. Virginia                     Arlington County

21. Washington                   King County



                         Patent and Trademark Filings
                         ----------------------------



1. Trademark Filing Number 75/509772 ("DBN Digital Broadcast Network") with
   United States Patent & Trademark Office
<PAGE>

                                                                      Schedule 4
                                                                      ----------


      LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                   Grantor                                        Location
---------------------------------------------------------------------------------------------
<S>                                             <C>
Digital Broadcast Network Corporation           977 Charters Commons, Chesterfield, Missouri
                                                63017
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                      Schedule 5
                                                                      ----------


                      LOCATION OF INVENTORY AND EQUIPMENT

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                   Grantor                                        Location
---------------------------------------------------------------------------------------------
<S>                                             <C>
Digital Broadcast Network Corporation           3220 North 3/rd/ Street, Phoenix AZ
---------------------------------------------------------------------------------------------
                                                3700 Wilshire Blvd., Los Angeles, CA
---------------------------------------------------------------------------------------------
                                                8929 Aero Drive, San Diego, CA
---------------------------------------------------------------------------------------------
                                                529 Bryant Street, Palo Alto, CA
---------------------------------------------------------------------------------------------
                                                501 2/nd/ Street, San Francisco, CA
---------------------------------------------------------------------------------------------
                                                1850 Pearl Street, Denver, CO
---------------------------------------------------------------------------------------------
                                                16563 NW. 15/th/ Ave., Miami, FL
 ---------------------------------------------------------------------------------------------
                                                400 North Tampa Street, Tampa, FL
---------------------------------------------------------------------------------------------
                                                64 Perimeter Center East, Atlanta, GA
---------------------------------------------------------------------------------------------
                                                111 North Canal Street, Chicago, IL
---------------------------------------------------------------------------------------------
                                                211B S.W. Adams Street, Peoria, IL
---------------------------------------------------------------------------------------------
                                                Medinger Tower 462 S. 4/th/ Street, St.
                                                Louis, KY
---------------------------------------------------------------------------------------------
                                                300 Bent Street, Cambridge, MA
---------------------------------------------------------------------------------------------
                                                625 Marquette Ave., Minneapolis, MN
---------------------------------------------------------------------------------------------
                                                19675 West Ten Mile Road, Southfield, MS
---------------------------------------------------------------------------------------------
                                                324 E. 11/th/ Street, Kansas City, MO
---------------------------------------------------------------------------------------------
                                                977 Charter Commons, St. Louis, MO
---------------------------------------------------------------------------------------------
                                                900 Walnut Street, St. Louis, MO
---------------------------------------------------------------------------------------------
                                                157 Chesterfield Industrial Blvd.,
                                                Chesterfield, MO
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                   Grantor                                        Location
---------------------------------------------------------------------------------------------
<S>                                             <C>
                                                350 Maine Street, Buffalo, NY
---------------------------------------------------------------------------------------------
                                                75 Broad Street, New York, NY
---------------------------------------------------------------------------------------------
                                                25 Broadway, New York, NY
---------------------------------------------------------------------------------------------
                                                520 S.W. 6/th/ Avenue, Portland, OR
---------------------------------------------------------------------------------------------
                                                401 North Broad Street, Philadelphia, PA
---------------------------------------------------------------------------------------------
                                                5127 Truse Road, Memphis, TN
---------------------------------------------------------------------------------------------
                                                One American Center, Nashville, TN
---------------------------------------------------------------------------------------------
                                                816 Congress Ave., Austin, TX
---------------------------------------------------------------------------------------------
                                                215 Henry Street, Dallas, TX
---------------------------------------------------------------------------------------------
                                                12001 North I-45, Houston, TX
---------------------------------------------------------------------------------------------
                                                323 Broadway Street, San Antonio, TX
---------------------------------------------------------------------------------------------
                                                501 2/nd/ Street, Salt Lake, UT
---------------------------------------------------------------------------------------------
                                                1400 Key Blvd., Arlington, VA
---------------------------------------------------------------------------------------------
                                                1000 Denny Way, Seattle, WA
---------------------------------------------------------------------------------------------
                                                625 Rue Belmont, Montreal, Quebec, Canada
---------------------------------------------------------------------------------------------
                                                495 Terminal Avenue, Ottawa, Ontario, Canada
---------------------------------------------------------------------------------------------
                                                151 Front Street, Toronto, Ontario, Canada
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                      Schedule 6
                                                                      ----------


                       COPYRIGHTS AND COPYRIGHT LICENSES

                                      NONE


                          PATENTS AND PATENT LICENSES

                                      NONE


                       TRADEMARKS AND TRADEMARK LICENSES


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Owner of Record                Country of              Trademark                 Application or
----------------               ----------              ---------                 --------------
                               Registration                                      Registration No.
                               ------------                                      ----------------
-------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                       <C>
Digital Broadcast Network      USA                     "DBN Digital Broadcast    75/509772
Corporation, a Missouri                                Network"
Corporation
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                          ACKNOWLEDGEMENT AND CONSENT


     The undersigned hereby acknowledges receipt of a copy of the Guarantee and
Collateral Agreement dated as of December 30, 1999   (the "Agreement"), made by
                                                           ---------
the Grantors parties thereto for the benefit of The Chase Manhattan Bank, as
Administrative Agent.  The undersigned agrees for the benefit of the
Administrative Agent and the Lenders as follows:

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

     2.  The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.6(a) of
the Agreement.

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

                              [NAME OF ISSUER]


                              By_______________________________________
                                Name:
                                Title:


                              Address for Notices:
                              _________________________________________
                              _________________________________________
                              _________________________________________

                              Fax:

                                                                      Annex 1 to
                                              Guarantee and Collateral Agreement
                                              ----------------------------------



          ASSUMPTION AGREEMENT, dated as of ________________, 199_, made by
______________________________, a ______________ corporation (the "Additional
                                                                   ----------
Grantor"), in favor of THE CHASE MANHATTAN BANK, as administrative agent (in
-------
such capacity, the "Administrative Agent") for the banks and other financial
                    --------------------
institutions (the "Lenders") parties to the Credit Agreement referred to below.
                   -------
All capitalized terms not defined herein shall have the meaning ascribed to them
in such Credit Agreement.
<PAGE>

                             W I T N E S S E T H :
                             - - - - - - - - - -


          WHEREAS, DIGITAL BROADCAST NETWORK CORPORATION, (D/B/A INTIRA
CORPORATION) (the "Borrower"), the Lenders and the Administrative Agent have
                   --------
entered into a Credit Agreement, dated as of December 30, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement");
                                                           ----------------

          WHEREAS, in connection with the Credit Agreement, the Borrower has
entered into the Guarantee and Collateral Agreement, dated as of December 30,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Guarantee and Collateral Agreement") in favor of the Administrative Agent for
-----------------------------------
the benefit of the Lenders;

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

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

          NOW, THEREFORE, IT IS AGREED:

          1.  Guarantee and Collateral Agreement.  By executing and delivering
              ----------------------------------
this Assumption Agreement, the Additional Grantor, as provided in Section 8.15
of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder.  The information set forth in Annex 1-A
hereto is hereby added to the information set forth in the Schedules to the
Guarantee and Collateral Agreement.  The Additional Grantor hereby represents
and warrants that each of the representations and warranties contained in
Section 4 of the Guarantee and Collateral Agreement is true and correct on and
as the date hereof (after giving effect to this Assumption Agreement) as if made
on and as of such date.

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


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

                              [ADDITIONAL GRANTOR]


                              By:__________________
                                  Name:
                                  Title:
<PAGE>

                                                                    Annex 1-A to
                                                            Assumption Agreement
                                                            --------------------


                            Supplement to Schedule 1
                            ------------------------



                            Supplement to Schedule 2
                            ------------------------



                            Supplement to Schedule 3
                            ------------------------



                            Supplement to Schedule 4
                            ------------------------



                            Supplement to Schedule 5
                            ------------------------



                            Supplement to Schedule 6
                            ------------------------