Exhibit 10.4  SECURITY AGREEMENT  among  HUNTSMAN LLC  CERTAIN SUBSIDIARIES OF
HUNTSMAN LLC,  and  DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Collateral Agent   Dated as of October 14,
2004


TABLE OF CONTENTS  ARTICLE
  I  SECURITY INTERESTSSection 1.1.   Grant of Security Interests.Section 1.2.   Acknowledgement of Subordinated Lien
  PositionSection 1.3.   Power of AttorneyARTICLE
  II  GENERAL REPRESENTATIONS, WARRANTIES
  AND COVENANTSSection 2.1.  General Representations and WarrantiesSection 2.2.   Necessary FilingsSection 2.3.   No LiensSection 2.4.   Other Financing
  StatementsSection 2.5.   Chief Executive Office; RecordsSection 2.6.   Aircraft, Vehicles, Vessels and RailcarsSection 2.7.   Location of Inventory and EquipmentSection 2.8.   RecourseSection 2.9.   Organizational Names; Jurisdictions of
  OrganizationSection 2.10.  Jurisdiction of
  FormationSection 2.11.  Commercial Tort ClaimsSection 2.12.  Bring-Down of Representations and WarrantiesARTICLE III  SPECIAL PROVISIONS CONCERNING RECEIVABLES;
  CONTRACT RIGHTS; INSTRUMENTSSection 3.1.   Additional Representations and WarrantiesSection 3.2.   Maintenance of RecordsSection 3.3.   Disposition or Collection of ReceivablesSection 3.4.   InstrumentsSection 3.5.   Direction to Account Debtors; Contracting
  Parties, etcSection 3.6.   Further ActionsARTICLE IV  SPECIAL PROVISIONS CONCERNING MARKSSection 4.1.   Additional Representations and WarrantiesSection 4.2.   DivestituresSection 4.3.   InfringementsSection 4.4.   Preservation of MarksSection 4.5.   Maintenance of
  RegistrationSection 4.6.   Future Registered MarksSection 4.7.   RemediesARTICLE V  SPECIAL PROVISIONS CONCERNING PATENTS,
  COPYRIGHTS AND TRADE SECRETSSection 5.1.   Additional Representations and WarrantiesSection 5.2.   Licenses and
  AssignmentsSection 5.3.   InfringementsSection 5.4.   Maintenance of PatentsSection 5.5.   Prosecution of Patent ApplicationsSection 5.6.   Other Patents
  and CopyrightsSection 5.7.   RemediesARTICLE VI  PROVISIONS CONCERNING PLEDGED SECURITIESSection 6.1.   Pledge of Notes and Additional StockSection 6.2.   Title; Security Interest and LienSection 6.3.   Additional Documentation; Further
  AssurancesSection 6.4.   Pledged Stock.  i


ARTICLE VII  PROVISIONS CONCERNING ALL COLLATERALSection 7.1.   Protection of Collateral Agents SecuritySection 7.2.   Warehouse Receipts Non-Negotiable; Third
  Party AcknowledgementSection 7.3.   Right to Initiate Judicial Proceedings, etcSection 7.4.   Appointment of a
  ReceiverSection 7.5.   Further ActionsSection 7.6.   Financing StatementsSection 7.7.   ControlARTICLE VIII  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULTSection 8.1.   Remedies; Obtaining the Collateral Upon
  DefaultSection 8.2.   Remedies; Disposition of the CollateralSection 8.3.   Waiver of ClaimsSection 8.4.   Application of Proceeds.Section 8.5.   Remedies CumulativeSection 8.6.   Discontinuance
  of ProceedingsARTICLE IX  INDEMNITYSection 9.1.   IndemnitySection 9.2.   Indemnity Obligations Secured by
  Collateral; SurvivalARTICLE X  OTHER AGREEMENTS WITH COLLATERAL AGENTSection 10.1.   Record Keeping and Reporting.Section 10.2.   Compensation and Expenses.Section 10.3.   Stamp and Other TaxesSection
  10.4.   Filing Fees, Excise Taxes, EtcARTICLE XI  THE COLLATERAL AGENTSection
  11.1.   Exculpatory Provisions.Section 11.2.   Delegation of DutiesSection 11.3.   Reliance by Collateral Agent.Section 11.4.   Limitations on Duties of the Collateral Agent.Section 11.5.   Collateral to Be Held for Benefit of Secured
  PartiesSection 11.6.   Resignation and Removal of the Collateral
  Agent.Section 11.7.   Status of Successors to the Collateral
  AgentSection 11.8.   Merger of the Collateral AgentSection
  11.9.   Additional Co-Agents; Separate
  Agents.ARTICLE
  XII  TERMINATION; REINSTATEMENT;
  RELEASES OF COLLATERAL UPON SATISFACTIONSection 12.1.   Release of Certain SecuritySection 12.2.   Termination Upon SatisfactionARTICLE
  XIII  PROOFS OF CLAIM; RIGHTS OF
  SECURED PARTIESSection 13.1.   Filing of ClaimsSection 13.2.   Collection of ClaimsSection 13.3.   LimitationsARTICLE
  XIV  MISCELLANEOUSSection 14.1.   NoticesSection 14.2.   Waiver; Amendment.Section 14.3.   Obligations AbsoluteSection 14.4.   Successors and AssignsSection 14.5.   Headings DescriptiveSection 14.6.   SeverabilitySection 14.7.   GOVERNING LAW  ii


Section 14.8.   Consent to Jurisdiction and Service of
  Process; Waiver of Jury Trial.Section 14.9.   Assignors
  DutiesSection 14.10.  No Action by Secured PartiesSection 14.11.  CounterpartsSection 14.12.  Definitions; Interpretation.Section 14.13.  Conflicts with the Credit AgreementSection 14.14.  Replacement  iii


Schedule
  A
  Existing
  Hedging AgreementsSchedule B
  Pledged Intercompany NotesSchedule C
  Pledged StockSchedule 2.5
  Record LocationsSchedule 2.6
  Aircraft, Vehicles, Vessels, Barges,
  Railcars and Rolling StockSchedule 2.7
  Inventory and Equipment LocationsSchedule 2.9
  Trade, Fictitious and Other NamesSchedule 2.10
  Jurisdiction of FormationSchedule 2.11
  Commercial Tort ClaimsSchedule 4.1
  TrademarksSchedule 5.1(A)
  Patents and ApplicationsSchedule 5.1(B)
  Copyrights and ApplicationsANNEX A
  DefinitionsANNEX B
  Assignment of Security Interest in U.S.Trademarks
  and PatentsANNEX C
  Assignment of Security Interest in U.S.
  CopyrightsANNEX D
  Form of Supplement Regarding Addition of New
  AssignorExhibit 1.2
  Form of Second Amended
  and Restated Intercreditor Agreement  iv


SECURITY AGREEMENT  THIS SECURITY AGREEMENT (the Agreement),
dated as of October 14, 2004, is by and among each of the undersigned (each, an
Assignor and, together with any other entity that becomes a party
hereto pursuant to Section 14.2 hereof, collectively, the Assignors)
and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (the Collateral
Agent) for the benefit of (i) the Lenders and the Administrative Agent
under the Credit Agreement hereinafter referred to; and (ii) if one or more
Lenders (or any Affiliate thereof) has heretofore entered into or hereafter
enters into one or more (A) interest rate protection agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements), (B) foreign exchange contracts, currency swap agreements or
other similar agreements or arrangements designed to protect against the
fluctuations in currency values and/or (C) other types of hedging
agreements (collectively, the Hedging Agreements) with, or guaranteed
by, an Assignor, any such Lender or Lenders or any Affiliate of such Lender or
Lenders (even if the respective Lender subsequently ceases to be a Lender under
the Credit Agreement for any reason) so long as any such Lender or Affiliate
participates in the extension of such Hedging Agreements and their subsequent
assigns, if any (collectively the Secured Parties or the Secured
Party).  Except as otherwise defined
herein, terms used herein and defined in the Credit Agreement shall be used
herein as so defined.  W I T N E S S E T H :  WHEREAS, Huntsman LLC, a Utah limited liability company
(the Company), the other borrowers parties thereto (together with the
Company, the Borrowers), the financial institutions (the Lenders)
from time to time party thereto and Deutsche Bank Trust Company Americas, as
administrative agent (together with any successor agent, the Administrative
Agent) and Collateral Agent, are contemporaneously herewith entering into
a Revolving Credit Agreement dated as of the date hereof, providing for up to $350
million in revolving loans (as the same may hereafter be amended, modified,
extended, renewed, replaced, restated, waived or supplemented from time to
time, and including any agreement extending the maturity of or restructuring of
all or any portion of the Indebtedness under such agreement or any successor
agreements, the Credit Agreement);  WHEREAS, the Company, Deutsche Bank Trust Company
Americas, as administrative agent and the financial institutions parties
thereto are also contemporaneously herewith entering into a Term Credit
Agreement dated as of the date hereof providing for the making of term loans as
contemplated therein;  WHEREAS, the Company has issued $455.4 million in
aggregate principal amount of Senior Secured Notes due 2010 (together with any
additional notes issued under the Senior Secured Notes Indenture (as
hereinafter defined) which are permitted to be issued under the Credit
Agreement, the Senior Secured Notes) under an Indenture, dated as of
September 30, 2003, among the Company, the Assignors parties thereto as
guarantors, and HSBC Bank USA, as trustee thereunder (such trustee, the Senior
Secured Notes Trustee, and such indenture, as amended, restated,
supplemented, refinanced, replaced or otherwise modified from time to time, the
Senior Secured Notes Indenture);


WHEREAS, the Assignors may have from time to time
before the date hereof, entered into, or guaranteed, one or more Hedging
Agreements each as described on Schedule A hereto (collectively, the Existing
Hedging Agreements);  WHEREAS, the Assignors may at any time and from time
to time enter into, or guarantee, one or more Hedging Agreements;  WHEREAS, pursuant to the Subsidiary Guarantee Agreement,
each Assignor (other than the Company) has jointly and severally guaranteed to
the Secured Parties the payment when due of all obligations of the Borrowers
under or with respect to the Loan Documents and the Hedging Agreements;  WHEREAS, HSCC has guaranteed to the Secured Parties
(other than the Senior Secured Notes Trustee and the holders of the Senior
Secured Notes) the payment when due of all obligations of the Borrowers under
or with respect to the Loan Documents and the Hedging Agreements; and  WHEREAS, each Assignor desires to execute this Agreement
in order to satisfy the conditions under the Credit Agreement.  NOW, THEREFORE, in consideration of the extensions
of credit to be made to each Assignor and other benefits accruing to each
Assignor, the receipt and sufficiency of which are hereby acknowledged, each
Assignor hereby makes the following representations and warranties to the
Collateral Agent for the benefit of the Secured Parties and hereby covenants
and agrees with the Collateral Agent for the benefit of the Secured Parties as
follows:  ARTICLE ISECURITY INTERESTS  Section
1.1.Grant of Security
Interests.  (a)As collateral security for
the prompt and complete payment and performance when due by each Assignor of
all of such Assignors Obligations, and to induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to make the Loans and
provide the other financial accommodations to the Borrowers contemplated
therein, each such Assignor does hereby grant, pledge, assign and transfer unto
the Collateral Agent, and does hereby grant to the Collateral Agent, in its
capacity as Collateral Agent hereunder, subject to Section 1.2, a
continuing security interest in all of the right, title and interest of such
Assignor in, to and under all of the following, whether now existing or
hereafter from time to time acquired or created: (i) all cash, accounts,
Deposit Accounts, Investment Property, securities accounts, deposits,
securities and insurance policies now or at any time hereafter in the
possession or under control of such Assignor or its respective bailees and any
interest therein, (ii) each and every Receivable, (iii) all Contracts, together
with all Contract Rights arising thereunder, and all equity and debt securities
and other interests in any and all Unrestricted Subsidiaries, (iv) all
Inventory, (v) any cash collateral account established with respect to such
Assignor and all monies, securities and instruments deposited or required to be
deposited in such cash collateral account, (vi) all Equipment, (vii) all Marks,
together with the registrations and right to all renewals thereof, and the
goodwill of the business of such Assignor symbolized by the Marks, (viii) all  2


Patents and Copyrights, and all reissues, renewals or extensions thereof,
(ix) all computer programs and all intellectual property rights therein and all
other proprietary information, including, but not limited to, Trade Secrets,
(x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and
fixtures, together with accessions thereto and replacement parts therefor, (xi)
(A) all Intercompany Notes described in Schedule B (as it may, from time
to time, be supplemented in accordance with the terms hereof), all other
Intercompany Notes and all other promissory notes which are pledged to the
Collateral Agent or otherwise become a part of the Collateral; (B) all shares
of capital stock described in Schedule C (as it may, from time to time,
be supplemented in accordance with the terms hereof) and all other shares of
capital stock or other equity interests; and (C) all Stock Rights, (xii) all
books and records, customer lists, ledger cards, credit files, print-outs,
and other materials and records pertaining to any of the foregoing, whether now
owned or hereafter acquired, (xiii) all other Goods, General Intangibles,
Chattel Paper, Documents and Instruments, (xiv) all Letter-of-Credit Rights,
(xv) any existing Commercial Tort Claims, (xvi) all other personal property of
such Assignor, whether now owned or hereafter acquired, (xvii) all documents of
title evidencing or issued with respect to any of the foregoing, and (xviii)
all Proceeds and products of any and all of the foregoing (including, without
limitation, all insurance and claims for insurance effected or held for the
benefit of such Assignor in respect thereof) (all of the above, as limited
below, collectively, the Collateral); provided,  however,
that the security interests granted hereunder shall not cover any Assignors
right, title and interest in any (1) Contract, lease, license or other
agreement which by its terms expressly prohibits in a legally valid manner the
granting of a security interest therein,(2)
any asset described in clauses (v) or (w) of Section 7.10(a) of the Credit
Agreement (except, in the case of any asset described in clause (w) of Section
7.10(a) of the Credit Agreement, to the extent that the Lender (as defined in
that certain Loan Agreement by and among Huntsman Headquarters Corporation,
Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman
Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the
Headquarters Loan Agreement)) has consented to the grant by Huntsman
Headquarters Corporation of a security interest in any Collateral (as defined
in the Headquarters Loan Agreement) hereunder); and (3) capital stock not
required to be pledged hereunder pursuant to Section 7.10(c) or 7.10(e) of the
Credit Agreement.  (b)The Pledged Intercompany
Notes listed on Schedule B and the certificates representing the Pledged
Stock listed on Schedule C (other than the shares of capital stock of
Foreign Subsidiaries which are not certificated) shall have been delivered to
the Collateral Agent together with appropriate undated note powers and stock
powers duly executed in blank on or before the date hereof.  Neither the Collateral Agent nor any Secured
Party shall be obligated to preserve or protect any rights with respect to the
Pledged Intercompany Notes or the Pledged Stock or to receive or give any
notice with respect thereto whether or not the Collateral Agent or any Secured
Party is deemed to have knowledge of such matters.  (c)The assignments and
security interests under this Agreement granted to the Collateral Agent shall
not relieve any Assignor from the performance of any term, covenant, condition
or agreement on such Assignors part to be performed or observed under or in
respect of any of the Collateral pledged by it hereunder or from any liability
to any Person under or in respect of any of such Collateral or impose any
obligation on the Collateral Agent to perform or observe any such term,
covenant, condition or agreement on such Assignors part to be so performed or
observed or impose any liability on the Collateral Agent for any act or
omission on  3


the part of such Assignor relative thereto or for any breach of any
representation or warranty on the part of such Assignor contained in this
Agreement or any other Loan Document, or in respect of the Collateral pledged
by it hereunder or made in connection herewith or therewith.  The obligations of each Assignor contained in
this paragraph shall survive the termination of this Agreement and the
discharge of such Assignors other obligations hereunder.  (d)The security interests of
the Collateral Agent under this Agreement extend to all Collateral of the kind
which is the subject of this Agreement which any Assignor may acquire at any
time during the continuation of this Agreement.  Section
1.2.Acknowledgement of Subordinated Lien Position.  It is acknowledged and agreed that, as
between the holders of the Term Credit Agreement Obligations and the
Obligations, the Liens granted hereby and by the other Security Documents on
the Collateral (other than the Collateral referenced on Annex I to the
Intercreditor Agreement) (the Term Credit Agreement First Lien Collateral)
are intended to be junior and subject in all respects to the Liens on the Term
Credit Agreement First Lien Collateral created pursuant to the Security
Documents (as defined in the Term Credit Agreement).  Each of the Secured Parties agrees that all
the rights hereunder are subject to the terms of the Second Amended and
Restated Intercreditor Agreement, a copy of which is attached as Exhibit 1.2
hereto (as amended, modified, supplemented, replaced or restated, the Intercreditor
Agreement).  Section
1.3.           Power
of Attorney. 
Each Assignor hereby constitutes and appoints the Collateral Agent its
true and lawful attorney, irrevocably, with full power after the occurrence of
and during the continuance of an Event of Default (in the name of such Assignor
or otherwise), in the Collateral Agents discretion, to take any action and to
execute any instrument which the Collateral Agent may reasonably deem necessary
or advisable to accomplish the purposes of this Agreement, which appointment as
attorney is coupled with an interest.  ARTICLE IIGENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS  Section
2.1.           General Representations and
Warranties.  In
addition to and not in limitation of any of the representations and warranties
of any Assignor made to the Collateral Agent or any Secured Party, each
Assignor represents, warrants and covenants, which representations, warranties
and covenants shall survive execution and delivery of this Agreement, as
follows:  (a)such Assignor has good and
marketable title in fee simple to, or a valid leasehold interest in, or a valid
contractual agreement to use, all its material real property, and good title
to, or a valid leasehold interest in, or a valid contractual agreement to use,
all its other material property, and none of such property is subject to any
Lien except for Permitted Liens;  (b)this Agreement (together,
with respect to the shares of capital stock of Foreign Subsidiaries, such other
necessary or advisable pledge agreements or other security agreements or
instruments properly executed, delivered, recorded and registered by the holder
of such shares under all applicable foreign laws) creates security interests
which are enforceable against such  4


Assignor in all Collateral now owned and hereafter acquired by such
Assignor and which are, upon filing of all appropriate financing statements,
intellectual property filings, railcar filings and, with respect to shares of
capital stock in Foreign Subsidiaries, any necessary filings in foreign
jurisdictions contemplated hereby and the delivery of the Pledged Securities to
the Collateral Agent in accordance with the terms hereof (other than with
respect to the shares of capital stock of Foreign Subsidiaries which are not
certificated), perfected security interests (other than in the Excluded Foreign
or Transportation Assets);  (c)such Assignor is the direct
and sole legal and equitable owner of any and all Pledged Debt and Pledged
Intercompany Notes indicated on Schedule B as being owned by it.  Such Assignor has good and marketable title
to such Pledged Debt and has all requisite rights, power, and authority to
pledge and deliver such Pledged Debt to the Collateral Agent pursuant
hereto.  Such Pledged Debt is free and
clear of all Liens, other than Permitted Liens. 
Such Assignor has not amended any term of or waived any rights under the
Pledged Intercompany Notes held by it. 
The pledge, assignment and delivery of the Pledged Intercompany Notes to
or on behalf of the Collateral Agent pursuant to this Agreement creates a
valid, continuing, perfected Lien on such Pledged Intercompany Notes in favor
of the Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties, subject only to Section 1.2; and  (d)such Assignor is the record
and beneficial owner of each share of the Pledged Stock indicated on Schedule
C as being owned by it and such Pledged Stock represents the percentage (on
a fully diluted basis) of the issued and outstanding capital stock of its
issuer as set forth on Schedule C. 
All of such shares of the Pledged Stock are duly authorized, validly
issued, fully paid and non-assessable (or, with respect to the Foreign
Subsidiaries, to the extent such concepts are applicable under the laws under
which such Subsidiaries are organized). 
Such Assignor has good and marketable title to such Pledged Stock and has
all requisite rights, power, and authority to pledge and deliver such Pledged
Stock to the Collateral Agent pursuant hereto (or, with respect to the shares
of capital stock of any Foreign Subsidiaries that are not certificated, to
execute, deliver, record and register any and all pledges or charges on such
shares which are necessary or advisable to create a first priority perfected
security interest in such shares).  Such
Pledged Stock is free and clear of all Liens, options, warrants, puts, calls,
or other rights of third persons, other than Permitted Liens.  The pledge, assignment and delivery of such
Pledged Stock to or on behalf of the Collateral Agent pursuant to this
Agreement creates valid, continuing, perfected Liens on such Pledged Stock in
favor of the Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties, subject only to Section 1.2.  Each Assignor indicated on Schedule C
as owning shares in a Foreign Subsidiary has executed and delivered and will
promptly following the date hereof record and register, any and all pledges,
charges and other instruments necessary to create valid, continuing, perfected
Liens (or the equivalent rights under the applicable laws of the relevant
foreign jurisdictions) on such Pledged Stock in favor of the Collateral Agent,
for the benefit of the Collateral Agent and the Secured Parties, subject to Section
1.2.  Section
2.2.Necessary
Filings. 
All documents and instruments for all filings, registrations and
recordings necessary or appropriate to create, preserve, protect and perfect
the security interests granted by the Assignors to the Collateral Agent hereby
in respect of the Collateral have been delivered by the Assignors to the
Collateral Agent, and, upon the Collateral Agents accomplishing of all such
filings, registrations and recordings, the security interests  5


granted to the Collateral Agent pursuant to this Agreement in and to
the Collateral constitute or shall constitute perfected security interests
therein prior to the rights of all other Persons therein and subject to no
other Liens except for Permitted Liens and is or shall be entitled to all the
rights, priorities and benefits afforded by the Code or other relevant law as
enacted in any relevant jurisdiction to perfected security interests; provided,
however, that the parties agree that no Assignor shall have any obligation
hereunder to take any actions to perfect the security interests granted by such
Assignor to the Collateral Agent hereunder in any Excluded Foreign or Transportation
Assets.  Section
2.3.No Liens.Each Assignor is, and as to
Collateral acquired by it from time to time after the date hereof, will be, the
owner of or otherwise has the right to use all Collateral free from any Lien,
security interest, encumbrance or other right, title or interest of any Person
(other than Liens created hereby and Permitted Liens), and such Assignor shall
defend the Collateral against all claims and demands of all Persons at any time
claiming the same or any interest therein adverse to the Collateral Agent.  Section
2.4.Other
Financing Statements.  As of the date hereof, there is no financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) on file or of record in any relevant jurisdiction covering or
purporting to cover any interest of any kind in the Collateral, except for (i)
those evidencing Permitted Liens and (ii) financing statements for which valid
termination statements have been previously filed or delivered to the Collateral
Agent on the date hereof and, so long as any of the Obligations are in effect,
no Assignor will execute or authorize to be filed in any public office any
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) or statements relating to the Collateral, except
financing statements filed or to be filed in respect of and covering the
security interests granted hereby by such Assignor or for those evidencing
Permitted Liens.  Section
2.5.Chief
Executive Office; Records.  The chief executive office of each Assignor
is located at the address indicated on Schedule 2.5 hereto for such
Assignor.  No Assignor will move its
chief executive office except to such new location as such Assignor may
establish in accordance with the last sentence of this Section 2.5.  The originals of all documents evidencing all
Receivables, Contract Rights and Trade Secrets of each Assignor and the only
original books of account and records of such Assignor relating thereto are, and
will continue to be, kept at such chief executive office, at such other
locations shown on Schedule 2.5 hereto or at such new locations as such
Assignor may establish in accordance with the last sentence of this Section
2.5.  All Receivables and Contract
Rights of such Assignor are, and will continue to be, maintained at, and
controlled and directed (including, without limitation, for general accounting
purposes) from, the office locations described above.  No Assignor shall establish new locations for
such offices until (i) it shall have given to the Collateral Agent not
less than 30 days (or such shorter period as may be acceptable to the
Collateral Agent) prior written notice of its intention to do so, clearly
describing such new location and providing such other information in connection
therewith as the Collateral Agent may reasonably request, (ii) with
respect to such new location, it shall have taken all action, reasonably
satisfactory to the Collateral Agent, to maintain the security interests of the
Collateral Agent in the Collateral intended to be granted and perfected hereby
at all times fully perfected and in full force and effect, (iii) at the
reasonable request of the Collateral Agent, it shall have furnished an opinion
of counsel acceptable to the  6


Collateral Agent to the effect that all financing or continuation
statements and amendments or supplements thereto have been filed in the
appropriate filing office or offices, and all other actions (including, without
limitation, the payment of all filing fees and taxes, if any, payable in
connection with such filings) have been taken, in order to perfect (and
maintain the perfection and priority of) the security interests granted hereby
and (iv) the Collateral Agent shall have received evidence that all other
actions (including, without limitation, the payment of all filing fees and
taxes, if any, payable in connection with such filings) have been taken, in
order to perfect (and maintain the perfection and priority of) the security
interests granted hereby.  Section 2.6.Aircraft, Vehicles,
Vessels and Railcars.  All aircraft, vehicles, vessels, barges,
railcars and rolling stock owned by each Assignor (other than the Excluded
Transportation Assets) are identified under such Assignors name on Schedule
2.6.  Each Assignor agrees that in
the event it acquires or otherwise holds title to any aircraft, vessels,
barges, railcars or rolling stock (other than the Excluded Transportation
Assets) not otherwise identified on Schedule 2.6, such Assignor shall
(A) give the Collateral Agent prompt written notice thereof, clearly describing
such new aircraft, vessel, barges, railcars or rolling stock, and shall provide
such other information in connection therewith as the Collateral Agent may
request, and (B) take all actions reasonably satisfactory to the Collateral
Agent to cause the security interests in the Collateral granted by it hereby to
be, and continue at all times to be, fully perfected and in full force and
effect.  The Collateral Agent hereby
agrees, on behalf of the Secured Parties, that the Assignors shall not be
obligated to perfect the Collateral Agents security interests in Excluded
Transportation Assets; provided, however, that each Assignor agrees, within ten
(10) days of its receipt of a written request from the Collateral Agent after
the occurrence and during the continuance of an Event of Default, to take any
and all actions necessary or reasonably requested by the Collateral Agent,
including the execution and delivery of all documents and instruments necessary
or reasonably requested by the Collateral Agent, to perfect the Collateral
Agents security interests in any or all Excluded Transportation Assets owned
by such Assignor.  Section
2.7.Location of Inventory and Equipment.  All Inventory and Equipment held on the date
hereof by each Assignor is located at one of the locations shown on Schedule
2.7 hereto.  Each Assignor agrees
that all Inventory and Equipment (other than Inventory in transit in the
ordinary course of business) now held or subsequently acquired by it shall be
kept at (or shall be in transport to) any one of the locations shown on Schedule
2.7 hereto or such new location as such Assignor may establish in
accordance with the last sentence of this Section 2.7.  Any Assignor may establish a new location for
Inventory and Equipment only if (i) it shall have given to the Collateral Agent
not less than 15 days (or such shorter period as may be acceptable to the
Collateral Agent) prior written notice of its intention so to do, clearly
describing such new location and providing such other information in connection
therewith as the Collateral Agent may request, (ii) with respect to such
new location, it shall have taken all action reasonably satisfactory to the
Collateral Agent to maintain the security interests of the Collateral Agent in
the Collateral intended to be granted hereby at all times fully perfected and
in full force and effect, (iii) at the reasonable request of the Collateral
Agent, it shall have furnished an opinion of counsel reasonablyacceptable to the Collateral Agent to the effect that all
financing or continuation statements and amendments or supplements thereto have
been filed in the appropriate filing office or offices, and (iv) the Collateral
Agent shall have received reasonableevidence that
all other actions (including, without limitation, the payment of all filing  7


fees and taxes, if any, payable in connection with such filings) have
been taken, in order to perfect (and maintain the perfection and priority of)
the security interests granted hereby.  Section
2.8.Recourse.  This Agreement is made with full recourse to
each Assignor and pursuant to and upon all the warranties, representations,
covenants and agreements on the part of such Assignor contained herein, in the
other Loan Documents and, as applicable, the Hedging Agreements and otherwise
in connection herewith or therewith.  Section
2.9.Organizational Names; Jurisdictions of Organization.  No Assignor has or operates in any
jurisdiction under, or in the preceding 12 months has had or has operated in
any jurisdiction under, any trade names, fictitious names or other names
(including, without limitation, any names of divisions or operations) except
its legal name and such other trade, fictitious or other names as are listed on
Schedule 2.9 hereto.  The true and
correct corporation identification number or other applicable formation
identification number of each Assignor, the exact legal name as it appears in
official filings in the state of its incorporation or organization and the
jurisdiction of incorporation or organization of each Assignor is set forth on Schedule
2.9 hereto.  No Assignor shall change
its legal name or assume or operate in any jurisdiction under any new trade,
fictitious or other name in any manner which might make any financing statement
or continuation statement filed in connection therewith seriously misleading
within the meaning of Article 9 of the UCC until (i) it shall have given to the
Collateral Agent not less than 30 days prior written notice of its intention
so to do, clearly describing such new name and the jurisdictions in which such
new name shall be used and providing such other information in connection
therewith as the Collateral Agent may reasonably request, (ii) with respect to
such new name, it shall have taken all action to maintain the security
interests of the Collateral Agent in the Collateral intended to be granted hereby
at all times fully perfected and in full force and effect, (iii) at the request
of the Collateral Agent, it shall have furnished an opinion of counsel
reasonablyacceptable to the Collateral Agent to
the effect that all financing or continuation statements and amendments or
supplements thereto have been filed in the appropriate filing office or
offices, and (iv) the Collateral Agent shall have received evidence that all
other actions (including, without limitation, the payment of all filing fees
and taxes, if any, payable in connection with such filings) have been taken, in
order to perfect (and maintain the perfection and priority of) the security
interests granted hereby.  Section
2.10.Jurisdiction
of Formation.  The state of incorporation or formation of
each Assignor as of the date hereof is listed on Schedule 2.10.  Without limiting the prohibitions on mergers
involving the Assignors contained in the Credit Agreement, no Assignor shall
reincorporate or reorganize itself under the laws of any jurisdiction other
than the jurisdiction in which it is incorporated or organized as of the date
hereof unless (i) it shall have given to the Collateral Agent not less than 30
days (or such shorter period as may be acceptable to the Collateral Agent)
prior written notice of its intention to do so, clearly describing such
reincorporation or reorganization, as the case may be, and providing such other
information in connection therewith as the Collateral Agent may reasonably
request, (ii) with respect to such new jurisdiction, it shall have taken all
action, reasonably satisfactory to the Collateral Agent, to maintain the
security interests of the Collateral Agent in the Collateral intended to be
granted and perfected hereby at all times fully perfected and in full force and
effect, (iii) at the reasonable request of the Collateral Agent, it shall have
furnished an opinion of counsel acceptable to the Collateral Agent to the
effect that all financing or continuation statements and amendments or  8


supplements thereto have been filed in the appropriate filing office or
offices, and all other actions (including, without limitation, the payment of
all filing fees and taxes, if any, payable in connection with such filings)
have been taken, in order to perfect (and maintain the perfection and priority
of) the security interests granted hereby and (iv) the Collateral Agent shall
have received evidence that all other actions (including, without limitation,
the payment of all filing fees and taxes, if any, payable in connection with
such filings) have been taken, in order to perfect (and maintain the perfection
and priority of) the security interests granted hereby.  Section
2.11.Commercial
Tort Claims.  Except for matters disclosed on Schedule
2.11 hereto, as of the date hereof no Assignor has any material Commercial
Tort Claims.  To the extent any material
Commercial Tort Claim has been instituted and has not previously been disclosed
on Schedule 2.11 hereto, the Assignors shall promptly deliver to the
Collateral Agent an amended Schedule 2.11 which contains a written
description of the nature of the case, the parties and the case number if one
has been assigned by the applicable court, and such amended Schedule 2.11
shall be deemed to be a part hereof from and after such delivery without any
action required on the part of the Collateral Agent.  Section
2.12.Bring-Down of Representations and Warranties.  Except to the extent a representation or
warranty is expressly made only as of a particular time, all representations
and warranties made herein by each Assignor shall be deemed to have been made
by such Assignor on the date of each Credit Event under the Credit Agreement on
and as of the date of such Credit Event.  ARTICLE III
SPECIAL PROVISIONS CONCERNING RECEIVABLES; 
CONTRACT RIGHTS; INSTRUMENTS  Section
3.1.Additional Representations and Warranties.  The Assignors hereby agree with respect to
the Receivables that as of the time when each Receivable arises, each Assignor shall
be deemed to have represented and warranted to the Collateral Agent that such
Receivable, and all records, papers and documents relating thereto (if any) are
genuine and in all respects what they purport to be, and that all papers and
documents (if any) relating thereto (i) will, to the best of such Assignors
knowledge, represent the genuine, legal, valid and binding obligation of the
account debtor evidencing indebtedness unpaid and owed by the respective
account debtor arising out of the performance of labor or services or the sale
or lease and delivery of the merchandise listed therein, or both; (ii) will be
the only original writings evidencing and embodying such obligation of the
account debtor named therein (other than copies created for general accounting
purposes); (iii) will, to the best of such Assignors knowledge, evidence true
and valid obligations, enforceable in accordance with their respective terms;
and (iv) will be in compliance and will conform in all material respects with
all Requirements of Law.  Section
3.2.Maintenance
of Records.  Each Assignor will keep and maintain at its
own cost and expense satisfactory and complete records of its Receivables and
Contracts (other than Contracts that do not constitute Collateral), including, but
not limited to, the originals (where available) of all documentation (including
each Contract, other than Contracts that do not constitute Collateral) with
respect thereto, records of all payments received, all credits granted  9


thereon, all merchandise returned and all other dealings therewith, and
that such Assignor will make the same available on such Assignors premises to
the Collateral Agent for inspection, at such Assignors own cost and expense,
at any and all reasonable times upon demand. 
Upon the occurrence and during the continuance of an Event of Default
and at the request of the Collateral Agent, each Assignor shall, at its own
cost and expense, deliver all tangible evidence of its Receivables and Contract
Rights (including, without limitation, all documents evidencing the Receivables
and all Contracts, other than Contracts that do not constitute Collateral) and
such books and records to the Collateral Agent or to its representatives (copies
of which evidence and books and records may be retained by such Assignor).  Upon the Collateral Agents reasonable
request, each Assignor shall legend, in form and manner reasonably satisfactory
to the Collateral Agent, the Receivables and the Contracts, as well as books,
records and documents of such Assignor evidencing or pertaining to Receivables
and Contracts with an appropriate reference to the fact that such Receivables
and Contracts have been assigned to the Collateral Agent and that the Collateral
Agent has security interests therein.  Section
3.3.           Disposition or Collection of
Receivables.  No Assignor shall sell any material
Receivable or Contract, or interest therein, owned by it without the prior
written consent of the Collateral Agent, except as permitted by Section 8.6 of
the Credit Agreement.  Each Assignor will
duly fulfill all obligations on its part to be fulfilled under or in connection
with its Receivables and Contracts and no Assignor will do anything to impair
the rights of the Collateral Agent in the Receivables or Contracts.  Section
3.4.Instruments. 
If any Assignor owns or acquires any Instrument constituting Collateral,
such Assignor will within ten (10) days notify the Collateral Agent thereof,
and upon request by the Collateral Agent will promptly deliver such Instrument
to the Collateral Agent appropriately endorsed to the order of the Collateral
Agent as further security hereunder.  Section
3.5.Direction to Account Debtors; Contracting Parties, etc.Upon the
occurrence and during the continuance of an Event of Default, if the Collateral
Agent so directs any Assignor, such Assignor agrees that the Collateral Agent
may enforce collection of any such Receivables and Contracts and may adjust,
settle or compromise the amount of payment thereof, in the same manner and to
the same extent that such Assignor might have done, and, without notice to or
assent by such Assignor, the Collateral Agent may apply any or all amounts then
in, or thereafter deposited in, any cash collateral so paid to the Collateral
Agent or account in the manner provided in Section 8.4.  The costs and expenses (including reasonable
attorneys fees) of collection, whether incurred by an Assignor or the
Collateral Agent, shall be borne by the applicable Assignor.  Section
3.6.Further
Actions. 
Each Assignor will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports
and other assurances or instruments and take such further steps relating to its
Receivables, Contracts, Instruments, Investment Property and other property or
rights covered by the security interests hereby granted, as the Collateral
Agent may reasonably require.  10


ARTICLE IV
SPECIAL PROVISIONS CONCERNING MARKS  Section 4.1.Additional Representations and Warranties. 
Each Assignor represents and warrants as of the date hereof (or, in the
case of an Assignor made party hereto pursuant to its execution of a supplement
hereto in accordance with Section 14.2(d), as of the date of such
supplement) that it is the true and lawful exclusive owner of the registrations
and pending applications for Marks listed under its name in Schedule 4.1
and that said listed registrations and pending applications for Marks include
all the registrations or pending applications in the United States Patent and
Trademark Office that such Assignor now owns in connection with its
business.  Each Assignor represents and
warrants that, to its knowledge, it owns or is licensed to use all Marks that
it uses.  Each Assignor further warrants
that, except as indicated on Schedule 4.1, it is aware of no third party
claim that any aspect of such Assignors present or contemplated business
operations infringes or will infringe any Mark in any manner that is reasonably
likely to cause a Material Adverse Effect. 
Each Assignor further represents and warrants as of the date hereof (or
a supplement hereto in accordance with Section 14.2(d), as of the date
of such supplement) that the Marks listed under its name in Schedule 4.1
are valid, subsisting, have not been canceled, except with respect to any such
Marks that are not necessary or material to the operation or financial
condition of Assignors business.  Each
Assignor represents and warrants that it owns or is licensed to use all United
States trademark registrations and applications that it uses (other than any
trademark registrations or applications that are not necessary or material to
the operation or financial condition of Assignors business).  Each Assignor hereby grants to the Collateral
Agent an absolute power of attorney to sign, upon the occurrence and during the
continuance of an Event of Default, any document which may be required by the
United States Patent and Trademark Office in order to effect an absolute
assignment of all right, title and interest in each Mark and associated
goodwill, and record the same.  Each
Assignor agrees to update Schedule 4.1 from time to time at the request
of the Collateral Agent (but no less frequently than annually) to reflect any
new information required to be indicated thereon and will provide such
supplement to the Collateral Agent in the form required by the Collateral
Agent.  Section
4.2.           Divestitures. 
Each Assignor hereby agrees not to divest itself of any material right
under any Mark that is necessary or material to the operation or financial
condition of such Assignors business absent prior written approval of the
Collateral Agent, except in accordance with Section 8.6 of the Credit
Agreement.  Section
4.3.Infringements. 
Each Assignor agrees, promptly upon learning thereof, to notify the
Collateral Agent in writing of the name and address of, and to furnish such
pertinent information that may be available with respect to, any party who may
be infringing or otherwise violating any of such Assignors rights in and to
any Significant Mark, or with respect to any party claiming that such
Assignors use of any Significant Mark violates any property right of that
party, in each case to the extent that such Assignor reasonably believes that,
with respect to such infringement, if determined adversely to such Assignor, it
could reasonably be expected to have a Material Adverse Effect.  Section
4.4.           Preservation of Marks.  Each Assignor shall have the duty to: (a)
prosecute diligently any trademark application or service mark application that
is a part of the  11


Marks pending as of the date hereof or hereafter which are necessary or
material to the operation or financial condition of such Assignors business;
(b) make application for trademarks or service marks which are necessary or
material to the operation or financial condition of such Assignors business;
and (c) use its best efforts to maintain in full force and effect the Marks and
the licenses therefor that are or shall be necessary or material to the
operation or financial condition of such Assignors business.  Section
4.5.Maintenance
of Registration.  Each Assignor shall, at its own expense,
diligently process all documents required by the Trademark Act of 1946, 15
U.S.C. §§ 1051 et  seq. to maintain trademark registrations,
including but not limited to affidavits of use and applications for renewals of
registration in the United States Patent and Trademark Office for all of its
Significant Marks pursuant to 15 U.S.C. §§ 1058(a), 1059 and 1065, and
shall pay all fees and disbursements in connection therewith and shall not
abandon any such filing of affidavit of use or any such application of renewal
prior to the exhaustion of all reasonable administrative and judicial remedies
without prior written consent of the Collateral Agent, except as otherwise
permitted under Section 4.4 herein.  Section
4.6.Future
Registered Marks.  Each Assignor shall, on a quarterly basis,
deliver to the Collateral Agent (a) a copy of each Mark registration issued
after the date hereof to such Assignor as a result of any application now or
hereafter pending before the United States Patent and Trademark Office, and (b)
a grant of security in such Mark to the Collateral Agent, confirming the grant
thereof hereunder, the form of such grant to be substantially the same as the
form hereof.  Section
4.7.Remedies.  If an Event of Default shall occur and be
continuing, the Collateral Agent may, by written notice to the relevant
Assignor, take any or all of the following actions:  (i) declare the entire right, title and
interest of such Assignor in and to each of its Marks together with the
goodwill of the business associated therewith, together with all trademark
rights and rights of protection to the same, vested in the Collateral Agent for
the benefit of the Secured Parties, in which event such rights, title and
interest shall immediately vest, in the Collateral Agent for the benefit of the
Secured Parties, in which case the Collateral Agent shall be entitled to
exercise the power of attorney referred to in Section 4.1 to execute,
cause to be acknowledged and notarized and record said absolute assignment with
the applicable agency; (ii) take and use or sell the Marks together with the
goodwill of such Assignors business symbolized by the Marks and the right to
carry on the business and use the assets of such Assignor in connection with
which the Marks have been used; and (iii) direct such Assignor to refrain,
in which event such Assignor shall refrain, from using the Marks in any manner
whatsoever, directly or indirectly, and execute such other and further
documents that the Collateral Agent may request to further confirm this and to
transfer ownership of the Marks and registrations and any pending trademark application
in the United States Patent and Trademark Office or any equivalent government
agency or office in any foreign jurisdiction to the Collateral Agent.  12


ARTICLE V
SPECIAL PROVISIONS CONCERNING
PATENTS, COPYRIGHTS AND TRADE SECRETS  Section 5.1.Additional Representations and Warranties. 
Each Assignor represents and warrants as of the date hereof (or, for any
Assignor made a party hereto pursuant to its execution of a supplement hereto
in accordance with Section 14.2(d), as of the date of such supplement)
that it is the true and lawful exclusive owner of or otherwise has the right to
use (i) all material Trade Secrets necessary to operate the business of such
Assignor, (ii) the Patents listed in Schedule 5.1(A) hereto for such
Assignor and (iii) the Copyrights listed in Schedule 5.1(B) hereto for
such Assignor, as such Schedule 5.1 may be updated from time to time,
for such Assignor, that said Patents constitute all the United States patents
and applications for United States patents that such Assignor as of the date
hereof owns or otherwise has the right to use. 
Each Assignor represents and warrants that, to its knowledge,  it owns or is licensed to practice under all
Patents and Copyrights that it now uses or practices under, except where the
failure to own or be licensed under such Patents and Copyrights would not
reasonably be expected to have a material and adverse effect on the operations
or financial condition of such Assignor. 
Each Assignor further warrants that, except as indicated on Schedule
5.1, it is aware of no third party claim that any aspect of such Assignors
present or contemplated business operations infringes or will infringe any
patent or any copyright or such Assignor has misappropriated any Trade Secrets
or proprietary information which could reasonably be expected to have a
Material Adverse Effect.  Each Assignor
represents and warrants that upon the recordation of each Grant of Security
Interest in United States Trademarks and Patents in the form of Annex A
hereto in the United States Patent and Trademark Office and the recordation of
a Grant of Security Interest in United States Copyrights in the form of Annex
B hereto in the United States Copyright Office, together with filings of
appropriate UCC financing statements pursuant to this Agreement, all filings,
registrations and recordings necessary or appropriate to perfect the security
interests granted to the Collateral Agent in the United States Patents and
United States Copyrights covered by this Agreement under federal law will have
been accomplished to the extent such perfection may be obtained under federal
law.  Each Assignor agrees to execute
such a Grant of Security Interest in United States Trademarks and Patents covering
all right, title and interest in each United States Patent of such Assignor and
to record the same, and to execute such a Grant of Security Interest in United
States Copyrights covering all right, title and interest in each United States
Copyright of such Assignor and to record the same.Each Assignor hereby
grants to the Collateral Agent an absolute power of attorney to sign, upon the
occurrence and during the continuance of an Event of Default, any document
which may be required by the United States Patent and Trademark Office or the
United States Copyright Office in order to effect an absolute assignment of all
right, title and interest in each Patent and Copyright owned by such Assignor,
and record the same.  Each Assignor
agrees to update Schedule 5.1 from time to time at the request of
Collateral Agent (but no less frequently than annually) to reflect any new
information required to be indicated thereon and will provide such supplement
to the Collateral Agent in the form required by the Collateral Agent.  Section
5.2.Licenses
and Assignments.  Each Assignor hereby agrees not to divest
itself of any material right under any Patent or Copyright that is necessary or
material to the operation or financial condition of such Assignors business
absent prior written approval of the Collateral Agent, except in accordance
with Section 8.6 of the Credit Agreement.  13


Section
5.3.Infringements. 
Each Assignor agrees, promptly upon learning thereof, to furnish the
Collateral Agent in writing with all pertinent information available to such
Assignor with respect to any infringement or other violation by any third party
of such Assignors rights in and to any Significant Patent or Significant
Copyright, or with respect to any claim that practice of any Significant Patent
or Significant Copyright by such Assignor violates any property right of that
party, or with respect to any misappropriation of any Trade Secret or any claim
that such Assignors practice of any Trade Secret violates any property right
of a third party, in each case, to the extent that such Assignor reasonably
believes that such infringement or violation, if determined adversely to such
Assignor, could reasonably be expected to have a Material Adverse Effect.  Each Assignor further agrees, consistent with
good business practice, to diligently prosecute any Person infringing any
Significant Patent or Significant Copyright or any Person misappropriating any
of such Assignors Trade Secrets to the extent that such Assignor reasonably
believes that such infringement or misappropriation is material to its
business.  Section
5.4.Maintenance
of Patents.  Each Assignor shall have the duty to: (a)
prosecute diligently any Patent or Copyright application that is pending as of
the date hereof or hereafter which is necessary or material to the operation or
financial condition of such Assignors business; (b) make application for
Patents and Copyrights which are necessary or material to the operation or financial
condition of such Assignors business; and (c) use its best efforts to maintain
in full force and effect the Patents, the Copyrights and the licenses therefor
that are or shall be necessary or material to the operation or financial
condition of such Assignors business. 
At its own expense, each Assignor shall make timely payment of all
post-issuance fees required pursuant to 35 U.S.C. § 41 to maintain in
force rights under each Significant Patent.  Section
5.5.Prosecution of Patent Applications.  At its own expense, each Assignor shall
diligently prosecute all applications for United States Patents listed under
its name in Schedule 5.1(A), other than those that are not necessary or
material to the operation or financial condition of such Assignors business.  Section
5.6.Other
Patents and Copyrights.  Each Assignor shall, on a quarterly basis,
deliver to the Collateral Agent (a) a copy of the first page of each Patent or
Copyright issued after the date hereof and (b) a grant of security in such Patent
or Copyright, or application thereof as the case may be, to the Collateral
Agent, confirming the grant thereof hereunder, the form of such grant to be
substantially the same as the form hereof.  Section 5.7.Remedies.  If an Event of
Default shall occur and be continuing, the Collateral Agent may by written
notice to any Assignor take any or all of the following actions:  (i) declare the entire right, title, and
interest of each relevant Assignor in each of the Patents and Copyrights vested
in the Collateral Agent for the benefit of the Secured Parties, in which event
such right, title, and interest shall immediately vest in the Collateral Agent
for the benefit of the Secured Parties, in which case the Collateral Agent
shall be entitled to exercise the power of attorney referred to in Section
5.1 hereof to execute, cause to be acknowledged and notarized and record
said absolute assignment with the applicable agency; (ii) take, practice, use
or sell the Patents and Copyrights; and (iii) direct such Assignor to refrain,
in which event such Assignor shall refrain, from practicing its Patents and
using its Copyrights directly or indirectly,  14


and such Assignor shall execute such other and further documents as the
Collateral Agent may request further to confirm this and to transfer ownership
of the Patents and Copyrights to the Collateral Agent for the benefit of the
Secured Parties.  ARTICLE VI
PROVISIONS CONCERNING PLEDGED SECURITIES  From the date hereof and continuing thereafter until
this Agreement is terminated pursuant to Section 12.2, each Assignor
covenants and agrees with the Collateral Agent and the Secured Parties as
follows:  Section
6.1.Pledge of Notes and
Additional Stock.  If any Assignor shall acquire in any manner
any additional Intercompany Notes, such Assignor shall forthwith (and without
the necessity for any request or demand by Collateral Agent or any Secured
Party) deliver such Intercompany Notes to or for the benefit of the Collateral Agent
in the same manner as described in Section 1.1(b), together with a
supplement to Schedule B reflecting the addition of such additional
Intercompany Notes, whereupon such additional Intercompany Notes shall be
deemed to be Pledged Intercompany Notes for all purposes hereunder.  To the extent required by Section 7.11(c) or
(e) of the Credit Agreement, if any Assignor shall at any time acquire any
additional shares of the capital stock of any class of Pledged Stock, whether
such acquisition shall be by purchase, exchange, reclassification, dividend, or
otherwise, or acquire any new shares of capital stock of any newly formed or
acquired Subsidiary (as defined under and to the extent permitted by the Credit
Agreement), such Assignor shall forthwith (and without the necessity for any
request or demand by Collateral Agent or any Secured Party) (a) unless such
shares are uncertificated shares of a Foreign Subsidiary, deliver such shares
(or, with respect to any Foreign Subsidiary, such percentage of the shares as
may be required by Section 7.11(c) or (e) of the Credit Agreement or the
corresponding provision of the Term Credit Agreement) to or for the benefit of
the Collateral Agent in the same manner as described in Section 1.1(b),
or (b) if such shares are uncertificated shares of capital stock of a Foreign
Subsidiary, take all actions necessary to grant to the Collateral Agent,
subject to Section 1.2, a perfected security interest in such shares
(including the execution, delivery, recording and registering of a pledge or
charge on shares with any and all appropriate company or governmental offices),
together with, in either case a supplement to Schedule C reflecting the
addition of such additional shares of stock, whereupon such additional shares
of stock shall be deemed to be Pledged Stock for all purposes hereunder.  Each Assignor will hold in trust for
Collateral Agent and the Secured Parties upon receipt and immediately
thereafter deliver to or for the benefit of Collateral Agent, as the case may
be, any instrument evidencing or constituting Collateral (except, so long as no
Event of Default has occurred and is continuing, ordinary cash dividends, if
any, paid with respect to the Pledged Stock and the Stock Rights and payments
in respect of the Pledged Intercompany Notes, in each case as permitted by the
Credit Agreement).  Section
6.2.Title; Security Interest
and Lien.  Each Assignor (a) shall preserve, warrant,
and defend title to and ownership of its Pledged Intercompany Notes and Pledged
Stock and the Lien therein created hereby against the claims of all Persons
whomsoever; (b) except as may be otherwise permitted by the Credit Agreement,
shall not at any time sell, assign, transfer, or otherwise dispose of its
right, title and interest in and to any of the Collateral; (c) other than
actions permitted under the Credit Agreement, will not do or suffer any matter
or  15


thing whereby the Liens created by this
Agreement in and to the Collateral are impaired; and (d) shall not at any time,
directly or indirectly, create, assume, or suffer to exist any Lien, warrant,
put, option, or other rights of third Persons and restrictions in and to the
Pledged Securities or any part thereof, other than (i) Permitted Liens and (ii)
restrictions on transferability imposed by applicable state and federal
securities laws, rules and regulations.  Section
6.3.Additional Documentation;
Further Assurances.  Each Assignor, at its own expense, shall from
time to time execute and deliver to the Collateral Agent all such other
assignments, certificates, supplemental documents and financing statements, and
do all other acts or things as Collateral Agent may reasonably request in order
to more fully create, evidence, perfect, continue and preserve the perfection
and priority of the Liens created hereby.  Section
6.4.           Pledged
Stock.  (a)Changes in Capital Structure of Issuers.  Subject to
mandatory requirements of applicable law then in effect, no Assignor will (i)
permit or suffer any issuer of its Pledged Stock to dissolve, liquidate or
merge or consolidate with any other entity except as permitted by Section 8.3
of the Credit Agreement, or (ii) vote any of the Pledged Stock in favor of any
of the foregoing.  (b)Issuance
of Additional Stock.  Except as permitted by Sections 8.5 and 8.14
of the Credit Agreement, no Assignor will cause or, to the extent controlled by
it, permit the issuer of any of its Pledged Stock to issue any stock, any right
to receive stock or any right to receive earnings, except to an Assignor or in
a manner that does not dilute Assignors ownership interest or rights in such
issuer.  (c)Registration
of Pledged Stock.  At any time after the occurrence and during
the continuance of an Event of Default, each Assignor will, to the extent
permitted by the Requirements of Law, permit any registerable Pledged Stock to
be registered in the name of the Collateral Agent or its nominee at the option
of the Collateral Agent.  (d)  Exercise of Rights in Pledged Stock.  Subject
to Article VIII, each Assignor will permit the Collateral Agent or its
nominee at any time after the occurrence and during the continuance of an Event
of Default, without notice, to exercise all voting and corporate rights
relating to the Pledged Stock, including, without limitation, exchange,
subscription or any other rights, privileges, or options pertaining to any
shares of the Pledged Stock and the Stock Rights as if it were the absolute
owner thereof.  ARTICLE VII
PROVISIONS CONCERNING ALL COLLATERAL  Section
7.1.Protection of Collateral Agents Security.  Each Assignor covenants that it will do
nothing to impair the rights of the Collateral Agent in the Collateral.  If any Assignor shall fail to insure any
Inventory and Equipment constituting Collateral in accordance with the terms of
Section 7.8 of the Credit Agreement, the Collateral Agent shall have the right
(but shall be under no obligation) to procure such commercially reasonable
insurance and such Assignor agrees to reimburse the Collateral Agent for all
costs and expenses  16


of procuring such commercially reasonable insurance, and the Collateral
Agent may apply any proceeds of such insurance in accordance with Section
8.4.  Each Assignor assumes all
liability and responsibility in connection with the Collateral acquired by it
and the liability of such Assignor to satisfy its Obligations shall in no way
be affected or diminished by reason of the fact that such Collateral may be
lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to
such Assignor, except due to the gross negligence or willful misconduct of the
Collateral Agent.  Section
7.2.Warehouse Receipts Non-Negotiable; Third Party Acknowledgement.  Each Assignor agrees that if any warehouse
receipt or receipt in the nature of a warehouse receipt is issued with respect
to any of its Inventory, such warehouse receipt or receipt in the nature
thereof shall either (a) not be negotiable (as such term is used in
Section 7-104 of the Code as in effect in any relevant jurisdiction or
under other relevant law), or (b) if negotiable, the security interests of
the Collateral Agent in such warehouse receipt shall be perfected to the
reasonable satisfaction of the Collateral Agent.  In no event will Collateral with a fair
market value greater than $5,000,000 be located at any such third-party that
has not so acknowledged that such assets constitute Collateral herewith.  Each Assignor will use commercially
reasonable efforts to obtain an acknowledgement from such third-party that it
is holding the Collateral for the benefit of the Collateral Agent.  Section 7.3.Right to Initiate
Judicial Proceedings, etc. 
The Collateral Agent shall have the right, obligation and power to institute
and maintain, and it shall institute and maintain, such suits and proceedings
as it may be directed by the Instructing Group pursuant to this Agreement to
protect and enforce the rights vested in it by this Agreement for the benefit
of the Secured Parties.  Section
7.4.           Appointment of a Receiver.  After the occurrence and during the
continuance of an Event of Default, the Collateral Agent may be appointed as a
receiver of any or all of the Collateral in a judicial proceeding.  Notwithstanding the appointment of a
receiver, the Collateral Agent shall be entitled to retain possession and
control of all cash held by or deposited with it or its agents or co-agents
pursuant to any provision of this Agreement or any Mortgage.  Section 7.5.Further Actions. 
Subject to the last sentence of Section 2.6, each Assignor will,
at its own expense, make, execute, endorse, acknowledge, file and/or deliver to
the Collateral Agent from time to time such lists, descriptions and
designations of its Collateral, warehouse receipts, receipts in the nature of
warehouse receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments and take such further steps relating to the
Collateral and other property or rights covered by the security interests
hereby granted by such Assignor, which the Collateral Agent deems reasonably
appropriate or advisable to perfect, preserve or protect its security interests
in the Collateral within seven days after any request by the Collateral Agent
or such earlier date as may be required by law or necessary to preserve or
protect the security interests in the Collateral granted by such Assignor
pursuant to this Agreement.  17


Section
7.6.           Financing Statements.  Each Assignor agrees to authorize, execute
and deliver to the Collateral Agent such financing statements, in form acceptable
to the Collateral Agent, as the Collateral Agent may from time to time request
as are necessary or desirable in the opinion of the Collateral Agent to
establish and maintain valid, enforceable, perfected security interests,
subject to Section 1.2, in its Collateral (except that no Assignor shall
be required to perfect the security interests granted by it hereunder in any
Excluded Foreign or Transportation Assets) as provided herein and the other
rights and security contemplated hereby all in accordance with the Uniform
Commercial Code as enacted in any and all relevant jurisdictions or any other
relevant.  Each Assignor will pay any
applicable filing fees, recordation taxes and expenses related to its Collateral.  Each Assignor authorizes the Collateral Agent
to file and deliver any such financing statements without the signature of such
Assignor where permitted by law.  The
Assignors authorize the filing of any financing statement that the Collateral
Agent deems necessary or advisable and such financing statements may include
super-generic descriptions of collateral.  Section
7.7.           Control.  To
the extent required under Section 9-313 of the Uniform Commercial Code, where
any Collateral with a fair market value of greater than $1,000,000 is in the
possession of a third party, each Assignor will join with the Collateral Agent
in notifying the third party of the Collateral Agents security interests and
will use its commercially reasonable efforts to obtain an acknowledgement from
the third party that it is holding the Collateral for the benefit of the
Collateral Agent.  Upon request of the
Collateral Agent, each Assignor will cooperate with the Collateral Agent in
obtaining control with respect to Collateral consisting of:  (i) Investment Property (to the extent
control within the meaning of Sections 8-106 and 9-106 of the UCC can be
obtained with respect to such Investment Property); (ii) Letter-of-Credit
Rights; and (iii) Electronic Chattel Paper. 
In the event any Assignor is the beneficiary of any individual letter of
credit in excess of $100,000 (or letters of credit in excess of $250,000 in the
aggregate), such Assignor shall enter into a tri-party agreement with the
Collateral Agent and the issuer or confirmation bank for such letter of credit
with respect to Letter-of-Credit Rights related to such letter of credit
assigning such Letter-of-Credit Rights to the Collateral Agent and directing
all payments thereunder to the Collateral Account, all in form and substance
reasonably satisfactory to the Collateral Agent.  ARTICLE VIII
REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT  Section
8.1.Remedies; Obtaining the Collateral Upon Default.  Each Assignor agrees that, if any Event of
Default shall have occurred and be continuing, then and in every such case,
subject to any mandatory requirements of applicable law then in effect, the
Collateral Agent, acting at the direction of the Instructing Group, shall have,
in addition to any rights now or hereafter existing under applicable law, all
rights as a secured creditor under the Uniform Commercial Code in all relevant
jurisdictions and may:  (a)personally, or by agents or
attorneys, immediately take or retake, as the case may be, possession of the
Collateral or any part thereof, from such Assignor or any other Person who then
has possession of any part thereof with or without notice or process of law,
and for that purpose may enter upon such Assignors premises where any of the
Collateral is located and  18


remove the same and use in connection with such removal any and all
services, supplies, aids and other facilities of such Assignor; and  (b)in addition to any rights
the Collateral Agent may have under Section 3.2, instruct the obligor or
obligors on any agreement, instrument or other obligation (including, without
limitation, the Receivables and the Contracts) constituting the Collateral to
make any payment required by the terms of such agreement, instrument or other
obligation directly to the Collateral Agent and may exercise any and all
remedies of such Assignor in respect of such Collateral; and  (c)withdraw all monies,
securities and instruments in any cash collateral account for application to
the Obligations in accordance with Section 8.4 hereof; and  (d)sell, assign or otherwise
liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any
or all of the Collateral or any part thereof, and take possession of the
proceeds of any such sale or liquidation; and  (e)take possession of the
Collateral or any part thereof, by directing the relevant Assignor in writing
to deliver the same to the Collateral Agent at any place or places designated
by the Collateral Agent, in which event such Assignor shall at its own expense:  (i)            forthwith
cause the same to be moved to the place or places so designated by the
Collateral Agent and there delivered to the Collateral Agent, and  (ii)           store
and keep any Collateral so delivered to the Collateral Agent at such place or
places pending further action by the Collateral Agent as provided in Section
8.2 hereof, and  (iii)          while
the Collateral shall be so stored and kept, provide such guards and maintenance
services as shall be necessary to protect the same and to preserve and maintain
them in good condition; and  (f)license or sublicense (to
the extent not in violation of the license), whether on an exclusive or
nonexclusive basis, any Marks (together with associated goodwill), Patents or
Copyrights included in the Collateral for such term and on such conditions and
in such manner as the Collateral Agent shall in its sole judgment determine;  it being understood that each Assignors obligation so to deliver the
Collateral is of the essence of this Agreement and that, accordingly, upon
application to a court of equity having jurisdiction, the Collateral Agent
shall be entitled to a decree requiring specific performance by such Assignor
of said obligation.  Section
8.2.Remedies; Disposition of the Collateral.  Any Collateral repossessed by the Collateral
Agent under or pursuant to Section 8.1 hereof and any other Collateral
whether or not so repossessed by the Collateral Agent, may be sold, assigned,
leased or otherwise disposed of under one or more contracts or as an entirety,
and without the necessity of gathering at the place of sale the property to be
sold, and in general in such manner, at such time or times, at such place or
places and on such terms as the Collateral Agent may, in  19


compliance with any mandatory requirements of applicable law, determine
to be commercially reasonable.  Any of
the Collateral may be sold, leased or otherwise disposed of, in the condition
in which the same existed when taken by the Collateral Agent or after any
overhaul or repair at the expense of the relevant Assignor which the Collateral
Agent shall determine to be commercially reasonable.  Any such disposition which shall be a private
sale or other private proceedings permitted by such requirements shall be made
upon not less than 10 days written notice to the relevant Assignor specifying
the time at which such disposition is to be made and the intended sale price or
other consideration therefor, and shall be subject, for the 10 days after the
giving of such notice, to the right of the relevant Assignor or any nominee of
such Assignor to acquire the Collateral involved at a price or for such other
consideration at least equal to the intended sale price or other consideration
so specified.  Any such disposition which
shall be a public sale permitted by such requirements shall be made upon not
less than 10 days written notice to the relevant Assignor specifying the time
and place of such sale and, in the absence of applicable requirements of law,
shall be by public auction (which may, at the Collateral Agents option, be
subject to reserve), after publication of notice of such auction not less than
10 days prior thereto in two newspapers in general circulation in Salt Lake
City, Utah, The City of New York and in such other locations as may be
necessary in order for the sale to be commercially reasonable (as such term
is used in Article 9 of the Uniform Commercial Code).  To the extent not prohibited by any such
Requirement of Law, the Collateral Agent or any Secured Party may bid for and
become the purchaser of the Collateral or any item thereof, offered for sale in
accordance with this Section 8.2 without accountability to the relevant
Assignor.  If, under mandatory
requirements of applicable law, the Collateral Agent shall be required to make
disposition of the Collateral within a period of time which does not permit the
giving of notice to the relevant Assignor as hereinabove specified, the
Collateral Agent need give such Assignor only such notice of disposition as shall
be reasonably practicable in view of such mandatory requirements of applicable
law.  Each Assignor agrees to do or cause
to be done all such other acts and things as may be reasonably necessary to
make such sale or sales of all or any portion of the Collateral valid and
binding and in compliance with any and all applicable laws, regulations,
orders, writs, injunctions, decrees or awards of any and all courts,
arbitrators or governmental instrumentalities, domestic or foreign, having
jurisdiction over any such sale or sales, all at such Assignors expense.  Section
8.3.Waiver of
Claims. 
Except as otherwise provided in this Agreement, EACH ASSIGNOR HEREBY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING
IN CONNECTION WITH THE COLLATERAL AGENTS TAKING POSSESSION OR THE COLLATERAL
AGENTS DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION,
ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES,
and each Assignor hereby further waives, to the extent permitted by law:  (a)all damages occasioned by
such taking of possession except any damages which are the direct result of the
Collateral Agents gross negligence or willful misconduct;  (b)all other requirements as
to the time, place and terms of sale or other requirements with respect to the
enforcement of the Collateral Agents rights hereunder; and  20


(c)all rights of redemption,
appraisement, valuation, stay, extension or moratorium now or hereafter in
force under any applicable law in order to prevent or delay the enforcement of
this Agreement or the absolute sale of the Collateral or any portion thereof,
and each Assignor, for itself and all who may claim under it, insofar as it or
they now or hereafter lawfully may, hereby waives the benefit of all such laws.  Any sale of, or the grant of options to purchase, or any other
realization upon, any Collateral shall operate to divest all right, title,
interest, claim and demand, either at law or in equity, of the relevant
Assignor therein and thereto, and shall be a perpetual bar both at law and in
equity against such Assignor and against any and all Persons claiming or
attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under such Assignor.  Section
8.4.           Application of Proceeds.  (a)Subject to Section 1.2,
all moneys collected by the Collateral Agent (or, to the extent this Agreement
or any Mortgage to which any Assignor is a party requires proceeds of
Collateral under such agreement to be applied in accordance with the provisions
of this Agreement, or Mortgagee under such other agreement) upon any sale or
other disposition of the Collateral, together with all other moneys received by
the Collateral Agent hereunder, shall be applied as follows:  (i)first, to the
payment of all amounts owing to the Collateral Agent or the Administrative
Agent of the type described in clauses (iii) and (iv) of the definition of
Obligations set forth in Annex A hereto;  (ii)second, to the
extent proceeds remain after the application pursuant to the preceding clause
(i), an amount equal to the outstanding Primary Obligations shall be paid to
the Secured Parties as provided in Section 8.4(d) hereof, with each
Secured Party receiving an amount equal to such outstanding Primary Obligations
or, if the proceeds are insufficient to pay in full all such Primary
Obligations, its Pro Rata Share of the amount remaining to be distributed;  (iii)third, to the extent
proceeds remain after the application pursuant to the preceding clauses (i) and
(ii), an amount equal to the outstanding Secondary Obligations shall be paid to
the Secured Parties as provided in Section 8.4(d), with each Secured
Party receiving an amount equal to its outstanding Secondary Obligations or, if
the proceeds are insufficient to pay in full all such Secondary Obligations,
its Pro Rata Share of the amount remaining to be distributed;  (iv)fourth, to the
extent proceeds remain after the application pursuant to the preceding clauses
(i) thought (iii) and any Revolver Secured Obligations (as defined in the
Intercreditor Agreement) remain outstanding, to the Revolver Collateral Agent
(as defined in the Intecreditor Agreement) to be applied in accordance with
Section 8.4 of the Revolver Security Agreement (as defined in the Intercreditor
Agreement); and  21


(v)fifth, to the
extent proceeds remain after the application pursuant to the preceding clauses
(i) through (iv), inclusive, and following the termination of this Agreement
pursuant to Section 12.2, to the relevant Assignor or to whomever may be
lawfully entitled to receive such surplus, or as a court of competent
jurisdiction may direct.  (b)For purposes of this
Agreement (i) Pro Rata Share shall mean, when calculating a Secured
Partys portion of any distribution or amount, that amount (expressed as a
percentage) equal to a fraction, the numerator of which is the then unpaid
amount of such Secured Partys Primary Obligations or Secondary Obligations, as
the case may be, and the denominator of which is the then outstanding amount of
all Primary Obligations or Secondary Obligations, as the case may be, (ii) Primary
Obligations shall mean (A) in the case of the Credit Agreement
Obligations, all principal of, and interest on, all Loans (together with all
interest accrued thereon) under the Credit Agreement, and all fees, and (B) in
the case of the Other Obligations, all amounts due under the Hedging Agreements
(other than indemnities, fees (including, without limitation, attorneys fees)
and similar obligations and liabilities) and (iii) Secondary Obligations
shall mean all Obligations other than Primary Obligations.  (c)If any payment to any
Secured Party of any distribution would result in overpayment to such Secured
Party, such excess amount shall instead be distributed in respect of the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of the other
Secured Parties, with each Secured Party whose Primary Obligations or Secondary
Obligations, as the case may be, have not been paid in full to receive an
amount equal to such excess amount multiplied by a fraction the numerator of
which is the unpaid Primary Obligations or Secondary Obligations, as the case
may be, of such Secured Party and the denominator of which is the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of all
Secured Parties entitled to such distribution.  (d)All payments required to be
made hereunder shall be made (i) if to the Lenders or the Administrative Agent,
to the Administrative Agent under the Credit Agreement for the account of the
Lenders or the Administrative Agent, as the case may be and (ii) if to any
other Secured Party, to the trustee, paying agent or other similar
representative (each a Representative) for such other Secured Party
or, in the absence of such a Representative, such applicable Secured Party.  (e)For purposes of applying
payments received in accordance with this Section 8.4, the Collateral
Agent shall be entitled to rely upon (i) the Administrative Agent under the
Credit Agreement (ii) the other applicable Representatives or Secured Parties
for a determination (which the Administrative Agent, and the other Secured
Parties agree (or shall agree) to provide upon request of the Collateral Agent)
of the outstanding Primary Obligations and Secondary Obligations owed to the
Administrative Agent, Lenders or the other applicable Representatives or
Secured Parties, as the case may be. 
Unless it has actual knowledge (including by way of written notice from
a Secured Party or Representative to the contrary), the Administrative Agent
and each other applicable Secured Party, in furnishing information pursuant to the
preceding sentence, and the Collateral Agent, in acting hereunder, shall be
entitled to assume that no Secondary Obligations are outstanding.  22


(f)Each Secured Party hereby
agrees that, notwithstanding the order of filing of the financing statements
evidencing the granting of security interests hereunder or any other priority
to which such Secured Party may otherwise be entitled, (x) the proceeds of the
Collateral shall be distributed in accordance with the provisions of Section
1.2, (y) the Collateral Agent shall have discretion to apply proceeds of
Collateral in such a manner as is necessary to give effect to Section 8.4(a),
and (z) any proceeds of the Collateral received by it other than from the
Collateral Agent shall be held in trust and immediately turned over to the
Collateral Agent for application in accordance with the provisions of Section
1.2 or, if the Term Credit Obligations shall have been Fully Paid, in
accordance with this Section 8.4.  (g)It is understood and agreed
that the Assignors shall remain liable to the extent of any deficiency between
the amount of the proceeds of the Collateral hereunder and the aggregate amount
of the sums referred to in clauses (i) through (iii), inclusive, of Section
8.4(a).  Section
8.5.Remedies
Cumulative. Each and every right, power and remedy hereby
specifically given to the Collateral Agent shall be in addition to every other
right, power and remedy specifically given under this Agreement, the Hedging
Agreements, the other Loan Documents or now or hereafter existing at law or in
equity, or by statute and each and every right, power and remedy whether
specifically herein given or otherwise existing may be exercised from time to
time or simultaneously and as often and in such order as may be deemed
expedient by the Collateral Agent.  All
such rights, powers and remedies shall be cumulative and the exercise or the
beginning of the exercise of one shall not be deemed a waiver of the right to
exercise any other or others.  No delay
or omission of the Collateral Agent in the exercise of any such right, power or
remedy and no renewal or extension of any of the Obligations and no course of
dealing between the relevant Assignor and the Collateral Agent or any holder of
any of the Obligations shall impair any such right, power or remedy or shall be
construed to be a waiver of any Event of Default or an acquiescence
therein.  No notice to or demand on any
Assignor in any case shall entitle it to any other or further notice or demand
in similar or other circumstances or constitute a waiver of any of the rights
of the Collateral Agent to any other or further action in any circumstances
without notice or demand.  In the event
that the Collateral Agent shall bring any suit to enforce any of its rights
hereunder and shall be entitled to judgment, then in such suit the Collateral
Agent may recover expenses, including attorneys fees, and the amounts thereof
shall be included in such judgment.  Section
8.6.Discontinuance
of Proceedings.  In case the Collateral Agent shall have
instituted any proceeding to enforce any right, power or remedy under this
Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall
have been discontinued or abandoned for any reason or shall have been
determined adversely to the Collateral Agent, then and in every such case the
relevant Assignor, the Collateral Agent and each holder of any of the
Obligations shall be restored to their former positions and rights hereunder with
respect to the Collateral subject to the security interests created under this
Agreement, and all rights, remedies and powers of the Collateral Agent shall
continue as if no such proceeding had been instituted.  23


ARTICLE IX
INDEMNITY  Section
9.1.Indemnity.  (a)
Each Assignor, jointly and severally, agrees to pay, indemnify, reimburse and
hold the Collateral Agent, each Secured Party and each Secured Partys
respective successors, assigns, employees, agents and servants (hereinafter in
this Section 9.1 referred to individually as Indemnitee, and
collectively as Indemnitees) harmless from and against any and all
liabilities, obligations, losses, damages, injuries, penalties, claims,
demands, actions, suits, judgments and any and all costs, expenses or
disbursements (including reasonable attorneys fees and expenses) (for the
purposes of this Section 9.1 the foregoing are collectively called expenses)
of whatsoever kind and nature imposed on, asserted against or incurred by any
of the Indemnitees in any way relating to or arising out of this Agreement, any
other Loan Document or any other document executed in connection herewith or
therewith or in any other way connected with the administration of the
transactions contemplated hereby or thereby or the enforcement of any of the
terms of, or the preservation of any rights thereof, or in any way relating to
or arising out of the manufacture, ownership, ordering, purchase, delivery,
control, acceptance, lease, financing, possession, operation, condition, sale,
return or other disposition, or use of the Collateral (including, without
limitation, latent or other defects, whether or not discoverable), any contract
claim or, to the maximum extent permitted under applicable law, the violation
of the laws of any country, state or other governmental body or unit, or any
tort (including, without limitation, claims arising or imposed under the
doctrine of strict liability, or for or on account of injury to or the death of
any Person (including any Indemnitee), or property damage); provided that no
Indemnitee shall be indemnified pursuant to this Section 9.1(a) for any
expense to the extent it arises or results from the bad faith, gross negligence
or willful misconduct of such Indemnitee as determined by a court of competent
jurisdiction.  Each Assignor agrees that
upon written notice by any Indemnitee of the assertion of such a liability,
obligation, damage, injury, penalty, claim, demand, action, suit or judgment,
the relevant Assignor shall assume full responsibility for the defense
thereof.  Each Indemnitee agrees to use
its best efforts to promptly notify the relevant Assignor of any such assertion
of which such Indemnitee has knowledge.  (b)In any suit, proceeding or
action brought by the Collateral Agent under or with respect to the Collateral
for any sum owing thereunder, or to enforce any provisions hereof or of any
Loan Document, each Assignor will save, indemnify and keep the Collateral Agent
and each Secured Party harmless from and against all expense, loss or damage
suffered by reason of any defense, set off, counterclaim, recoupment or
reduction of liability whatsoever of the obligee thereunder, arising out of any
other agreement, indebtedness or liability at any time owing to or in favor of
such obligee or its successors from such Assignor except to the extent that any
such expense, loss or damage arises out of such obligees gross negligence or
willful misconduct, and all such obligations of such Assignor shall be and
remain enforceable against such Assignor and shall not be enforceable against
the Collateral Agent or any Secured Party.  (c)If the Collateral Agent has
been requested or instructed pursuant to this Agreement or any Loan Document to
take, or to refrain from taking, any action pursuant to this Agreement or any
Loan Document, (i) each Assignor agrees to, and (ii) the Secured Parties
ratably in accordance with the amount of the Obligations owing to them and with
respect to which they have a security interest, if the Instructing Group has
made such request or given such  24


instruction, agree to, and hereby do indemnify and hold harmless the
Collateral Agent to the fullest extent permitted by applicable law, from and
against any and all liability, loss, costs, damages, attorneys fees, fines,
claims, judgments, amounts paid in settlement in connection with any
threatened, pending or completed claim, action, suit, proceeding or
investigation, whether criminal, civil or administrative, and expenses of
whatever kind or nature which the Collateral Agent may sustain or incur by
reason of or in connection with the Collateral Agents acting or refraining to
act in accordance with such request or instruction other than sustained or
incurred by reason of the Collateral Agents gross negligence or willful
misconduct; provided that the obligations of the Secured Parties under
this Section 9.1(c) shall become enforceable against them if and only if
and to the extent that (x) the Assignors fail to pay the obligations arising
under this Section 9.1(c) in accordance with the terms hereof and of the
Mortgages and (y) the unallocated Proceeds from the Collateral are insufficient
to pay the obligations arising under this Section 9.1(c).  (d)Without limiting the
application of Section 9.1(a), (b), or (c) hereof, each
Assignor agrees, jointly and severally, to pay, or reimburse the Collateral
Agent for any and all reasonable fees, costs and expenses of whatever kind or
nature incurred in connection with the creation, preservation or protection of
the Collateral Agents Liens on, and security interests in, the Collateral,
including, without limitation, all reasonable fees and taxes in connection with
the recording or filing of instruments and documents in public offices, payment
or discharge of any taxes or Liens upon or in respect of the Collateral,
premiums for insurance with respect to the Collateral and all other reasonable
fees, costs and expenses in connection with protecting, maintaining or
preserving the Collateral and the Collateral Agents interests therein, whether
through judicial proceedings or otherwise, or in defending or prosecuting any
actions, suits or proceedings arising out of or relating to the Collateral.  (e)Without limiting the
application of Section 9.1(a) or (b) hereof, each Assignor
agrees, jointly and severally, to pay, indemnify and hold each Indemnitee
harmless from and against any loss, costs, damages and expenses which such
Indemnitee may suffer, expend or incur in consequence of or growing out of any
misrepresentation by any Assignor in this Agreement, any other Loan Document,
any Hedging Agreement or in any writing contemplated by or made or delivered
pursuant to or in connection with this Agreement, any other Loan Document or
any Hedging Agreement.  (f)If and to the extent that
the obligations of any Assignor under this Section 9.1 are unenforceable
for any reason, such Assignor hereby agrees to make the maximum contribution to
the payment and satisfaction of such obligations which is permissible under
applicable law.  Section
9.2.Indemnity Obligations Secured by Collateral; Survival.  Any amounts paid by any Indemnitee as to
which such Indemnitee has the right to reimbursement shall constitute
Obligations secured by the Collateral prior to the release of the Collateral
pursuant to the terms hereof.  The
indemnity obligations of each Assignor contained in this Article IX
shall continue in full force and effect notwithstanding the full payment of all
the Loans under the Credit Agreement, the termination of all Hedging Agreements
and the payment of all other Obligations and notwithstanding the discharge
thereof or any other termination of  25


this Agreement and the Mortgages, including pursuant to Section 12.2
and, as to any Collateral Agent, the resignation or removal thereof.  ARTICLE X
OTHER AGREEMENTS WITH COLLATERAL AGENT  Section
10.1.        Record Keeping and Reporting.  (a)Each Assignor agrees that
it shall keep, or cause to be kept, adequate records and books of account
(including, without limitation, with respect to any Intercompany Notes issued
by or to it), in which complete entries are to be made in accordance with sound
accounting principles consistently applied, and will permit the Collateral
Agent or its representatives, at any reasonable time, and from time to time at
the reasonable request of the Collateral Agent and upon reasonable notice, to
visit and inspect its properties, to examine and make copies of and take
abstracts from its respective records and books of account, and to discuss its
affairs, finances and accounts with its principal officers, directors and, with
the written consent of such Assignor (which consent shall not be required if
any Event of Default has occurred and is continuing), independent public
accountants, provided that such Assignor may attend such meetings (and by this
provision such Assignor authorizes such accountants to discuss with the
Collateral Agent and such representatives the affairs, finances and accounts of
such Assignor).  (b)Each Assignor agrees that
it shall deliver to the Collateral Agent (and the Collateral Agent may rely
upon) as soon as available but in any event not more than ninety (90) days
after the close of each calendar year, and from time to time upon request of
the Collateral Agent, a statement setting forth the outstanding amount of each
Intercompany Note of such Assignor.  Section
10.2.        Compensationand Expenses.  (a)The Assignors, jointly and
severally, hereby agree to pay to the Collateral Agent, upon acceptance by the
Collateral Agent of the obligations created by this Agreement and thereafter
until all Proceeds are distributed and this Agreement is terminated, from time
to time, upon demand, all of the reasonable costs and expenses of the
Collateral Agent (including the reasonable fees and disbursements of its
counsel and such special counsel as the Collateral Agent reasonably elects to
retain) (i) arising in connection with the preparation, execution, delivery,
modification, restatement, amendment or termination of this Agreement, each
Mortgage and each Security Document or the enforcement (whether in the context
of a civil action, adversary proceeding, bankruptcy, workout or otherwise) of
any of the provisions hereof or thereof or (ii) incurred or required to be
advanced in connection with the preservation, protection or defense of the
Collateral, the Mortgaged Property and all collateral under any and all other
Security Documents (collectively, the Collateral Agent Costs).  The Collateral Agents compensation shall not
be limited by any law relating to compensation of a collateral agent.  The obligations of the Assignors under this Section
10.2 shall survive the termination of other provisions of this Agreement
and the Mortgages.  (b)When the Collateral Agent
incurs expenses or renders services after an order for relief with respect to
any Assignor shall have been entered under any applicable bankruptcy,  26


insolvency or other similar law, the expense and the compensation for
the Collateral Agents services are intended to constitute expenses of
administration under any bankruptcy law.  Section
10.3.        Stamp
and OtherTaxes.  Each Assignor agrees to indemnify and hold
harmless the Collateral Agent and each Secured Party from and against any
present or future claim for liability for any stamp or other similar tax and
any penalties or interest with respect thereto which may be assessed, levied or
collected by any jurisdiction in connection with this Agreement, the Mortgages
and all other Security Documents, or the attachment or perfection of the
security interests granted to the Collateral Agent by such Assignor in the Collateral,
the Mortgaged Property and all collateral under any and all other Security
Documents.  The obligations of the
Assignors under this Section 10.3 shall survive the termination of the
other provisions of this Agreement, the Mortgages and the other Security
Documents.  Section
10.4.        Filing
Fees, Excise Taxes, Etc. 
Each Assignor agrees to pay or to reimburse the Collateral Agent and
each Secured Party for any and all amounts in respect of all search, filing,
recording and registration fees, taxes (other than income taxes), excise taxes,
sales taxes and other similar imposts which may be payable or determined to be
payable in respect of the execution, delivery, performance and enforcement of
this Agreement, each Mortgage and the other Security Documents and agrees to
save the Collateral Agent and each Secured Person harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and fees.  The
obligations of the Assignors under this Section 10.4 shall survive the
termination of the other provisions of this Agreement, the Mortgages and the
other Security Documents.  ARTICLE XI
THE COLLATERAL AGENT  Section
11.1.        Exculpatory
Provisions.  (a)The Collateral Agent shall
not be responsible in any manner whatsoever for the correctness of any
recitals, statements, representations or warranties contained herein, in the
Mortgages or in any other Security Document. 
The Collateral Agent makes no representations as to the value or
condition of the Collateral or any part thereof, or as to the title of the
respective Assignors thereto or as to the security afforded by the Mortgages or
this Agreement, or as to the validity, execution (except its own execution),
enforceability, legality or sufficiency of this Agreement, any Mortgage or of
the Obligations, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. 
The Collateral Agent shall not be responsible for insuring the Collateral
or for the payment of taxes, charges, assessments or liens upon the Collateral
or otherwise as to the maintenance of the Collateral, except that (i) in the
event the Collateral Agent enters into possession of a part or all of the
Collateral, the Collateral Agent shall preserve the part in its possession and
(ii) the Collateral Agent will promptly, and at its own expense, take such
action as may be necessary to duly remove and discharge (by bonding or
otherwise) any lien on any part of the Collateral resulting from claims against
it (whether individually or as Collateral Agent, as the case may be) not
related to the administration of the Collateral or (if so related) resulting
from negligence or willful misconduct on its part.  27


(b)The Collateral Agent shall
not be required to ascertain or inquire as to the performance by any Assignor
of any of the covenants or agreements contained herein, in any Mortgage or in
any Loan Document.  Whenever it is
necessary, or in the opinion of the Collateral Agent advisable, for the
Collateral Agent to ascertain the amount of, or whether the term Fully Paid
applies to, any Obligations, the Collateral Agent may rely on a certificate of
the respective Secured Party or Representative with respect thereto.  Each Secured Party and each Representative
agrees to provide any such certificate so requested by the Collateral Agent, to
the extent such information is contained on the books and records of the party
requested to deliver such certificate, and to notify the Collateral Agent when
those Obligations owed to it are Fully Paid.  (c)Beyond its duties set forth
in this Agreement and as may be required by law as to the custody of the
Collateral and the accounting to each Assignor and the Secured Parties for
moneys received by it hereunder, the Collateral Agent shall not have any duty
to any Assignor or to the Secured Parties as to any of the Collateral in its
possession or control or in the possession or control of any agent or nominee
of it or any income thereof or as to the preservation of rights against prior
parties or any other rights pertaining thereto, except as required by
Requirements of Law.  To the extent,
however, that the Collateral Agent or an agent or nominee of the Collateral
Agent maintains possession or control of any of the Collateral at any office of
any Assignor, the Collateral Agent shall or shall instruct such agent or
nominee to, grant such Assignor access to (but not possession of) such
Collateral that such Assignor requires for the normal conduct of its business,
which right of access may be revoked by the Collateral Agent at any time an
Event of Default has occurred and is continuing.  Section
11.2.        Delegation
ofDuties. 
The Collateral Agent may execute any of the powers hereof and perform
any duty hereunder either directly or by or through agents, nominees or
attorneys-in-fact.  The
Collateral Agent shall be entitled to advice of counsel concerning all matters
pertaining to such powers and duties. 
The Collateral Agent shall not be responsible for the negligence or
misconduct of any agents, nominees or attorneys-in-fact selected by
it without gross negligence or willful misconduct.  Section
11.3.        Reliance
by CollateralAgent.  (a)Whenever in the
administration of this Agreement or the Collateral of or security provided by
this Agreement, the Collateral Agent shall deem it necessary or desirable that
a matter be proved or established with respect to any Assignor in connection
with the taking, suffering or omitting of any action hereunder by the
Collateral Agent, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively provided or
established by a certificate of a Responsible Officer of such Assignor.  (b)The Collateral Agent may
rely, and shall be fully protected in acting, upon any resolution, statement,
certificate, instrument, opinion, report, notice, request, consent, order, bond
or other paper or document which it believes in good faith to be genuine and to
have been signed or presented by the proper party or parties or, in the case of
telecopies, to have been sent by the proper party or parties.  In the absence of its gross negligence or
willful misconduct, the Collateral Agent may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Collateral  28


Agent and conforming to the requirements of this Agreement, any
Mortgage or any other Security Document, or as set forth on such Persons books
and records.  (c)If the Collateral Agent has
been requested to take any action pursuant to this Agreement, any Mortgage or
any other Security Document, the Collateral Agent shall not be under any
obligation to exercise any of the rights or powers vested in the Collateral
Agent by this Agreement or any Mortgage unless the Collateral Agent shall have
been provided, by the party making such request, adequate security against the
costs, expenses and liabilities which may be incurred by it in compliance with
such request or direction, including such reasonable advances as may be
requested by the Collateral Agent.  Section
11.4.        Limitations
on Duties of the Collateral Agent.  (a)The Collateral Agent shall
be obliged to perform such duties and only such duties as are specifically set
forth in this Agreement, in any Mortgage or any other Security Document.  The Collateral Agent shall not be required to
give any consent or take any discretionary action hereunder or under any
Mortgage unless the Collateral Agent has received written instructions from the
Instructing Group, and no implied covenants or obligations shall be read into
this Agreement or any Mortgage against the Collateral Agent.  (b)The Collateral Agent shall
furnish to the Secured Parties promptly upon receipt thereof a copy of each
material certificate or other paper furnished to the Collateral Agent by any
Assignor under, in respect of or pursuant to this Agreement, any Mortgage or
any of the Collateral, unless by the terms hereof or of any Mortgage or other
Security Document, a copy of the same is required to be furnished by some other
Person directly to the Secured Parties or the Collateral Agent shall have
determined that the same has already been so furnished.  The Collateral Agent agrees to hold in strict
confidence all non-public information obtained from any Assignor,
pursuant to this Section 11.4, except to the extent that disclosure is
permitted hereunder, may be permitted under the Mortgage, the Security
Documents or is required by law or by any Governmental Authority (in which
event the Collateral Agent will promptly provide the applicable Assignor with
notice of such disclosure unless prohibited from doing so by such Governmental
Authority).  Section
11.5.        Collateral to Be Held for Benefitof
Secured Parties. 
All Collateral received by the Collateral Agent under or pursuant to any
provision of this Agreement or any Mortgage shall be held for the benefit of
the Secured Parties for the purposes for which they were paid or are held, but
Collateral, including Proceeds, need not be segregated from other property held
by the Collateral Agent except to the extent required by law or as necessary to
preserve the Liens with respect to the Collateral.  The Collateral Agent shall have no liability
for interest on any money received by the Collateral Agent hereunder except to
the extent actually received by it from time to time from investments made in
accordance with the provisions hereof, the Mortgages or any other Security
Document.  Section
11.6.        Resignation and Removalof the
Collateral Agent.  (a)The Collateral Agent may at
any time, by giving thirty (30) days prior written notice, resign and be
discharged of the responsibilities hereby created, such resignation to  29


become effective upon the appointment of a successor agent or agents
and the acceptance of such appointment by such successor agent or agents.  The appointment of a successor agent or
agents shall be within the discretion of the Instructing Group.  The Collateral Agent may be removed at any
time and a successor agent appointed by the Instructing Group; provided
that the Collateral Agent shall be entitled to its fees and expenses to the
date of removal.  If no agent or agents
shall be appointed and approved within thirty (30) days from the date of the
giving of the aforesaid notice of resignation or within (30) days from the date
of such removal, the Collateral Agent shall, or the Instructing Group may,
apply to any court of competent jurisdiction to appoint a successor agent or
agents to act until such time, if any, as a successor agent or agents shall
have been appointed as above provided. 
Any successor agent or agents so appointed by such court shall
immediately and without further act be superseded by any successor agent or
agents appointed by the Instructing Group as above provided.  (b)If at any time the
Collateral Agent shall become incapable of acting, or if at any time a vacancy
shall occur in the office of the Collateral Agent for any other cause, a
successor agent or agents may be appointed by the Instructing Group, and the
powers, duties, authority and title of the predecessor agent or agents terminated
and canceled without procuring the resignation of such predecessor agent or
agents, and without any formality (except as may be required by applicable law)
other than the appointment and designation of a successor agent or agents in
writing, duly acknowledged, delivered to the predecessor agent or agents, and
filed for record in each public office, if any, in which this Agreement is
required to be filed.  If no agent or
agents shall be appointed and approved within thirty (30) days from the date the
Collateral Agent becomes incapable of acting or a vacancy shall occur in the
office of Collateral Agent, any Assignor or any Secured Party may apply to any
court of competent jurisdiction to appoint a successor agent or agents to act
until such time, if any, as a successor agent or agents shall have been
appointed as above provided.  Any
successor agent or agents so appointed by such court shall immediately and
without further act be superseded by any successor agent or agents approved by
the Instructing Group as above provided.  (c)The appointment and
designation referred to in Section 11.6(a) or 11.6(b) shall,
after any required filing, be full evidence of the right and authority to make
the same and of all the facts therein recited, and this Agreement shall vest in
such successor agent or agents, without any further act, deed or conveyance,
all of the estate and title of its predecessor or their predecessors, and upon
such filing for record the successor agent or agents shall become fully vested
with all the estates, properties, rights, powers, trusts, duties, authority and
title of its predecessor or their predecessors; but such predecessor or
predecessors shall, nevertheless, on the written request of the Instructing
Group, or its or their successor agent or agents, execute and deliver an
instrument transferring to such successor or successors all the estates,
properties, rights, powers, trusts, duties, authority and title of such
predecessor or predecessors hereunder and shall deliver all securities and
moneys held by it or them to such successor agent or agents.  Should any deed, conveyance or other
instrument in writing from any Assignor or from the Secured Parties, as
applicable, be required by any successor agent or agents for more fully and
certainly vesting in such successor agent or agents the estates, properties,
rights, powers, trusts, duties, authority and title vested or intended to be
vested in the predecessor agent or agents, any and all such deeds, conveyances
and other instruments in writing shall, on request of such successor agent or
agents, be executed, acknowledged and delivered by such Assignor and the
Secured Parties, as applicable.  30


(d)Any required filing for
record of the instrument appointing a successor agent or agents as hereinabove
provided shall be at the joint and several expense of the Assignors.  The resignation of any agent or agents and
the instrument or instruments removing any agent or agents, together with all other
instruments, deeds and conveyances provided for in this Article XI
shall, if required by law, be forthwith recorded, registered and filed by and
at the joint and several expense of the Assignors, wherever this Agreement is
recorded, registered and filed.  (e)The Collateral Agents
obligations hereunder are limited to the extent set forth in Section 13.18(c)
of the Credit Agreement.  Section
11.7.        Status
of Successorsto the Collateral Agent.  Every successor to the Collateral Agent
appointed pursuant to Section 11.6 and every co-agent appointed
pursuant to Section 11.9 shall be a bank or trust company in good
standing and having power so to act, incorporated under the laws of the United
States or any state thereof or the District of Columbia, and having its
principal corporate trust office within the forty-eight (48) contiguous
states or the District of Columbia and shall also have capital, surplus and
undivided profits of not less than FOUR HUNDRED MILLION DOLLARS ($400,000,000).  Section
11.8.        Merger
of theCollateral Agent.  Any corporation into which the Collateral
Agent shall be merged, or with which it shall be consolidated, or any
corporation resulting from any merger or consolidation to which the Collateral
Agent shall be a party, shall be the Collateral Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
the parties hereto.  Section
11.9.        Additional
Co-Agents; Separate Agents.  (a)If at any time or times it
shall be necessary or prudent in order to conform to any law of any
jurisdiction in which any of the Collateral shall be located, or the Collateral
Agent shall be advised by counsel, satisfactory to it, that it is so necessary
or prudent in the interest of the Secured Parties or the Instructing Group
shall in writing so request, or the Collateral Agent shall deem it desirable
for its own protection in the performance of its duties hereunder, the
Collateral Agent, each Assignor shall execute and deliver all instruments and
agreements necessary or proper to constitute another bank or trust company, or
one or more Persons approved by the Collateral Agent and the Instructing Group
either to act as co-agent or co-agents of all or any of the
Collateral, jointly with the Collateral Agent originally named herein or any
successor or successors, or to act as separate agent or agents of any such
property.  (b)Every separate agent and
every co-agent, other than any agent which may be appointed as successor
to the Collateral Agent, shall, to the extent permitted by law, be appointed
and act and be such, subject to the following provisions and conditions,
namely:  (i)all rights,
powers, duties and obligations conferred upon the Collateral Agent in respect
of the custody, control and management of moneys, papers or securities shall be
exercised solely by the Collateral Agent, or its successors as the Collateral
Agent hereunder;  (ii)           all rights, powers, duties and
obligations conferred or imposed upon the Collateral Agent hereunder shall be
conferred or imposed and exercised or  31


performed by the Collateral Agent and such separate
agent or separate agents or co-agent or co-agents, except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed the Collateral Agent shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations shall be exercised and performed by such separate agent
or separate agents or co-agent or co-agents;  (iii)notwithstanding
anything to the contrary contained herein, no power given or provided hereby to
any such co-agent or co-agents or separate agents may be exercised
by it or them, except jointly with, or with the consent in writing of, the
Collateral Agent;  (iv)no agent hereunder
shall be personally liable by reason of any act or omission of any other agent
hereunder; and  (v)the Collateral
Agent, at any time by an instrument in writing, executed by the Collateral Agent,
may accept for itself and on behalf of the Secured Parties the resignation of
or remove any such separate agent or co-agent, and in that case, by an
instrument in writing executed by the Collateral Agent, may appoint a successor
to such separate agent or co-agent, as the case may be, anything herein
contained to the contrary notwithstanding. 
The Secured Parties hereby irrevocably appoint the Collateral Agent,
their agent and attorney to act for them in respect of such separate agent or
co-agent or separate agents or co-agents as above provided.  ARTICLE XIITERMINATION; REINSTATEMENT;
RELEASES OF COLLATERAL UPON SATISFACTION  Section
12.1.        Release
of CertainSecurity.  Subject to the provisions of Section 13.18 of
the Credit Agreement, upon receipt by the Collateral Agent from time to time of
a request from an Assignor for the release of any specific portion of the
Collateral or the Liens in any Collateral granted by such Assignor pursuant to
any of the documents included in or pertaining to the Collateral (including,
without limitation, Liens on Collateral being sold in accordance with Section
8.6 of the Credit Agreement), together with a certificate of a Responsible
Officer of such Assignor certifying, with appropriate calculations where
necessary, compliance with Section 13.18 of the Credit Agreement, all right,
title and interest of the Collateral Agent in, to and under such Collateral and
the Liens of the Collateral Agent therein shall automatically terminate and
shall revert to the applicable Assignor. 
Following such termination or release, the Collateral Agent shall, upon
the written request of such Assignor, or upon the written request or
instructions of the Instructing Group, execute such instruments and take such
other actions as are necessary or desirable to terminate such Liens and
otherwise effectuate and evidence the release of the specified portions of the
Collateral (including, without limitation, delivering to the respective
Assignor all Collateral in the possession of the Collateral Agent).  Any such delivery shall be without warranty
of, or recourse to, Collateral Agent, other than a representation that there
are no Liens on such property attributable to the Collateral Agent.  Such termination and release shall be without
prejudice to the rights of the Collateral Agent to charge and be reimbursed for
any expenditure which it may thereafter incur in connection  32


therewith.  Any cash dividends
received by any Assignor in accordance with the terms of Section 6.1
shall be deemed released from the Liens of this Agreement and shall be held by
such Assignor (or any transferee of such Assignor) free and clear of the Lien
created by this Agreement.  Section
12.2.        Termination
UponSatisfaction.  Upon receipt by the Collateral Agent of
evidence satisfactory to it that all Credit Agreement Obligations are Fully
Paid, this Agreement shall (except with respect to any provisions which
expressly survive such termination) terminate and all right, title and interest
of the Collateral Agent in, to and under the Collateral and the Liens of the
Collateral Agent therein shall automatically be released and terminated and
shall revert to the respective Assignors and the Collateral Agent shall have no
further obligations hereunder.  In such
event, the Collateral Agent, at the request and expense of the Assignors, will
execute and deliver to the Assignors, a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to the respective Assignors all of the Collateral
held by the Collateral Agent hereunder. 
Such termination and release shall be without prejudice to the right of
the Collateral Agent to charge and be reimbursed for any expenditure which it
might thereafter incur in connection therewith. 
As used in this Agreement, the term Termination Date shall mean
the date upon which this Agreement shall have terminated in accordance with the
first sentence of this Section 12.2.  ARTICLE XIIIPROOFS OF CLAIM; RIGHTS OF SECURED PARTIES  Section
13.1.        Filing
of Claims.  Upon the written request of all or any of the
Secured Parties, the Collateral Agent may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Secured Parties making such request allowed in any judicial
proceedings relating to any Assignor, its creditors or its property.  However, nothing herein contained shall prevent
any Secured Party from filing such proofs of claim and other papers or
documents as may be determined by the Secured Party in order to have the claims
of such Secured Party allowed in any judicial proceedings relating to any
Assignor.  The Collateral Agent may file
such proofs of claims and other papers or documents as may be necessary or
advisable in order to have the claims of the Collateral Agent, its agents and
counsel allowed in any judicial proceedings relating to any Assignor (or any
other obligor under the Obligations), its creditors or its property; provided
that the rights described in this sentence shall relate only to claims relating
to the Collateral Agent Costs and the fees and expenses of the Collateral
Agents agents and counsel in their respective individual capacities under this
Agreement and the Mortgagees.  Section
13.2.        Collection
of Claims. 
The Collateral Agent shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims
filed by the Collateral Agent pursuant to Section 13.1 and to distribute
the same, and any custodian in any such judicial proceedings is hereby
authorized by each Secured Party to make such payments to the Collateral Agent
and, in the event that the Collateral Agent shall consent to the making of such
payments directly to the Secured Parties, to pay to the Collateral Agent any
amount due to it for the Collateral Agent Costs, and the fees and expenses of
the  33


Collateral Agents agents and counsel, and any other amounts due the
Collateral Agent under this Agreement.  Section
13.3.        Limitations.  Nothing herein contained shall be deemed to
authorize the Collateral Agent to authorize or consent to or accept or adopt on
behalf of any Secured Party (other than any Secured Party that is an Affiliate
of the Company) any plan of reorganization or arrangement, adjustment or
composition affecting the Obligations or the rights of any holder thereof, or
to authorize the Collateral Agent to vote in respect of the claim of any
Secured Party in any such proceeding.  ARTICLE XIVMISCELLANEOUS  Section
14.1.Notices.  Except where
telephonic instructions or notices are authorized herein to be given, all
notices, demands, instructions and other communications required or permitted
to be given to or made upon any party hereto or any other Person shall be in
writing and shall be personally delivered or sent by registered or certified
mail, postage prepaid, return receipt requested, or by a reputable overnight or
courier delivery service, or by telecopier, and shall be deemed to be given for
purposes of this Agreement on the third day after deposit in registered or
certified mail, postage prepaid, and otherwise on the day that such writing is
delivered or sent to the intended recipient thereof, or in the case of notice
delivered by telecopy, upon completion of transmission with a copy of such
notice also being delivered under any of the methods provided above, all in
accordance with the provisions of this Section 14.1.  All notices, requests, demands or other
communications shall be in writing and addressed as follows:  (a)           if
to any Assignor:  c/o Huntsman LLC 500 Huntsman Way Salt Lake City, Utah 84108 Attention: General Counsel Telephone: (801) 584-5700 Telecopy: (801) 758-9031  with a copy to:  Vinson & Elkins, L.L.P. 2300 First City Tower, 1001 Fannin Houston, Texas 77002-6760 Attention: 
Vincent Moreland Telephone: 
(713) 758-2630 Telecopy:  (713)
615-5962  34


(b)           if
to the Collateral Agent:  Deutsche Bank Trust Company Americas 60 Wall Street New York, New York 10005 Attention:  John
Anos Telephone: (212) 469-2750 Telecopy: (212) 469-3632  with a copy to:  Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Attention: 
Charles B. Boehrer Telephone: (312) 558-5989 Telecopy: (312) 558-5700  (c)           if to the Administrative Agent or any
Lender, either (A) to the Administrative Agent, at the address of the
Administrative Agent specified in the Credit Agreement or (B) at such address
as such Lender shall have specified in the Credit Agreement;  (d)           if to any other Secured Party,
directly to such Secured Party at such address as such Secured Party shall have
specified in writing to the Assignors and the Collateral Agent;  or at such other address as shall have been furnished in writing by any
Person described above to the party required to give notice hereunder.  Section 14.2.Waiver;Amendment.  (a)None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by each Assignor directly affected thereby
(acting in compliance with the terms of the Credit Agreement) and the
Collateral Agent (with the written consent of the Required Lenders, or to the
extent required by Section 13.1 of the Credit Agreement, all the Lenders.  Notwithstanding the foregoing, any change,
waiver, modification or variance materially adversely affecting the rights and
benefits of a class of Secured Party (and not all classes of Secured Parties in
a like or similar manner) shall require the written consent of all holders of
obligations in such class of Secured Party.  (b)The Assignors and the Collateral Agent,
at any time and from time to time, may enter into additional security documents
or one or more agreements supplemental hereto or to any Mortgage for the
purpose of subjecting additional property to a lien in favor of the Collateral
Agent for the benefit of any or all of the Secured Parties.  (c)Notwithstanding the provisions of Section
14.2(a) hereof, and without the consent of any Person, the Collateral Agent
and the Assignors may, from time to time, enter into  35


written agreements supplemental hereto or to the Mortgages for the
purpose of (w) supplementing the information set forth in any Schedule hereto,
(x) making any ministerial or clarifying modification to this Agreement or any
Mortgage, including, but not limited to, clarifying or correcting clerical or
typographical errors in this Agreement or any Mortgage; (y) permitting the
release of the Collateral Agents Liens in or on any Asset (Release
(Correction)) that was never owned by the applicable Assignor or that was
never intended by the parties hereto to have been pledged or given as security
pursuant hereto or the Mortgages or (z) releasing Collateral from the security
interests of this Agreement pursuant to the terms hereof.  At least thirty (30) days (in such shorter
period as may be acceptable to the Collateral Agent) prior to executing any
supplemental agreement pursuant to the terms of this Section 14.2(c),
the effect of which agreement is to permit a Release (Correction), the
Collateral Agent and the Secured Parties shall be entitled to receive a
certificate (upon which the Collateral Agent may conclusively rely) from a
Responsible Officer of the respective Assignor certifying (i) that such
property was never owned by such Assignor or (ii) that such property was never
intended to have been pledged or given as security pursuant hereto or the
Mortgages.  Any such supplemental
agreement shall be binding upon each Assignor, the Secured Parties, the
Collateral Agent and their respective successors and assigns.  (d)Notwithstanding the foregoing,
any Person who hereafter becomes a Restricted Domestic Subsidiary of the
Company shall, in accordance with Section 7.11(d) of the Credit Agreement
become a party to this Agreement by execution of a supplement to this Agreement
in the form of Annex D (with only such changes thereto as are agreed to
by the Collateral Agent), whereupon such Person shall be deemed an Assignor for
all purposes hereunder.  (e)Assignors may amend and supplement the Schedules hereto to reflect changes resulting
from transactions to the extent permitted by the Credit Agreement (and the
other Loan Documents) provided that (i) notice and copies of any such
amendments and supplements are provided to the Collateral Agent and the
Administrative Agent and (ii) no such amendment or supplement shall be
prohibited by the Senior Secured Notes Indenture.  Section
14.3.ObligationsAbsolute.  The
obligations of each Assignor hereunder shall remain in full force and effect
without regard to, and shall not be impaired by, (a) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of such Assignor; (b) any exercise or non-exercise, or any waiver
of, any right, remedy, power or privilege under or in respect of this
Agreement, any other Loan Document or any Hedging Agreement except as
specifically set forth in a waiver granted pursuant to Section 14.2
hereof; or (c) any amendment to or modification of any Loan Document or any
Hedging Agreement or any security for any of the Obligations, whether or not
any Assignor shall have notice or knowledge of any of the foregoing.  Section
14.4.Successors andAssigns.  This Agreement
shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the Collateral Agent, each Secured
Party and each Assignor and their respective successors and assigns, provided
that no Assignor may transfer or assign any or all of its rights or obligations
hereunder without the written consent of the Instructing Group.  All agreements, statements, representations
and warranties made by each Assignor herein or in any certificate or other  36


instrument delivered by such Assignor or on its behalf under this
Agreement shall be considered to have been relied upon by the Secured Parties
and shall survive the execution and delivery of this Agreement, the other Loan
Documents and the Hedging Agreements regardless of any investigation made by
the Secured Parties or on their behalf.  Section
14.5.Headings
Descriptive.  The headings of the several sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.  Section
14.6.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.  Section
14.7.GOVERNINGLAW.  THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW
(EXCEPT SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).  Section
14.8.        Consent to Jurisdiction and Serviceof
Process; Waiver of Jury Trial.  (a)EACH ASSIGNOR, THE
COLLATERAL AGENT AND EACH SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS
HEREOF HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION IN NEW YORK
CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
UNITED STATES FEDERAL OR NEW YORK STATE COURT AND EACH ASSIGNOR, THE COLLATERAL
AGENT AND EACH SECURED PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM  NON  CONVENIENS WHICH ANY OF THEM MAY NOW
OR THEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS.  (b)AS A METHOD OF SERVICE,
EACH ASSIGNOR, THE COLLATERAL AGENT AND EACH SECURED PARTY BY ITS ACCEPTANCE OF
THE BENEFITS HEREOF CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH
ACTION OR PROCEEDING BROUGHT IN ANY COURT IN OR OF THE STATE OF NEW YORK BY THE
DELIVERY OF COPIES OF SUCH PROCESS  TO
EACH ASSIGNOR, THE COLLATERAL AGENT AND EACH SECURED PARTY, AS THE CASE MAY BE,
AT THEIR ADDRESSES AS SPECIFIED ON THEIR RESPECTIVE SIGNATURE PAGES TO  37


THIS AGREEMENT OR BY CERTIFIED MAIL DIRECT TO SUCH RESPECTIVE
ADDRESSES.  (c)EACH ASSIGNOR, THE
COLLATERAL AGENT AND EACH SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS
HEREOF HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER OR REMEDY UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.  THE TERMS AND PROVISIONS OF THIS SECTION
CONSTITUTE A MATERIAL INDUCEMENT TO THE SECURED PARTIES ENTERING INTO THE
DOCUMENTS EVIDENCING THEIR RESPECTIVE OBLIGATIONS.  Section
14.9.Assignors Duties.  It is
expressly agreed, anything herein contained to the contrary notwithstanding,
that each Assignor shall remain liable to perform all of the obligations, if
any, assumed by it with respect to the Collateral and the Collateral Agent
shall not have any obligations or liabilities with respect to any Collateral by
reason of or arising out of this Agreement, nor shall the Collateral Agent be
required or obligated in any manner to perform or fulfill any of the
obligations of any Assignor under or with respect to any Collateral.  Section
14.10.No Action by
SecuredParties.  The Secured Parties agree not to take any
action whatsoever to enforce any term or provision hereof, of any Mortgage or
of any other Security Document or to enforce any rights in respect of the
Collateral, except through the Collateral Agent and in accordance with this
Agreement.  Section
14.11.Counterparts.  This Agreement
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument.  Section
14.12.      Definitions;
Interpretation.  (a)Unless otherwise defined
herein, capitalized terms used herein shall have the respective meanings
ascribed thereto in Annex A or, if not defined herein or in Annex A,
as defined in the Credit Agreement.  (b)The definitions set forth
in Annex A shall be equally applicable to both the singular and plural
forms of the defined terms.  The words
herein, hereof, hereto and words of similar import as used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision in this Agreement.  References
to Articles, Sections, Subsections, paragraphs, Exhibits, Schedules
and Annexes in this Agreement shall refer to Articles, Sections, Subsections,
paragraphs, Exhibits, Schedules and Annexes of this Agreement unless otherwise
expressly provided; references to Persons include their respective permitted
successors and assigns or, in the case of governmental Persons, Persons
succeeding to the relevant functions of such Persons; and all references to
statutes and related regulations shall include any amendments of same and any
successor statutes and regulations.  38


Section
14.13.Conflicts with the Credit Agreement.  To the extent of any conflict between any
provision of this Agreement and any provision of the Credit Agreement, the
Credit Agreement shall govern to the extent of such inconsistency.  Section
14.14. Replacement.  Notwithstanding certain first priority liens
granted to the Term Credit Agreement Collateral Agent, the parties hereto agree
that, for purposes of the Senior Secured Notes Indenture, this Agreement
constitutes a replacement of the First Priority Security Agreement and therefore
is the new First Priority Security Agreement as such term is used in the Senior
Secured Notes Indenture; that Collateral Agent has been appointed to such role
as successor to First Priority Collateral Agent; that Administrative Agent, as
Bank Agent, shall continue to be the First Priority Representative; and that
the Secured Parties constitute First Priority Senior Secured Parties.  Capitalized terms used in this Section
14.14 but not defined in this Agreement shall have the meanings assigned to
such terms in the Senior Secured Notes Indenture.  [signature page follows]  39


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed and delivered by their duly authorized officers
as of the date first above written.  HUNTSMAN LLC,as an AssignorBy:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice PresidentDEUTSCHE BANK TRUST COMPANYAMERICAS, as Collateral AgentBy:
  /s/ Frank FazioName:
  Frank FazioTitle:
  Director


HUNTSMAN CHEMICAL PURCHASING CORPORATION HUNTSMAN HEADQUARTERS CORPORATION HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION HUNTSMAN INTERNATIONAL TRADING CORPORATION HUNTSMAN PETROCHEMICAL PURCHASING CORPORATION POLYMER MATERIALS INC. AIRSTAR CORPORATION HUNTSMAN PROCUREMENT CORPORATION JK HOLDINGS CORPORATION HUNTSMAN SPECIALTY CHEMICALS HOLDINGS
CORPORATION HUNTSMAN AUSTRALIA INC. HUNTSMAN CHEMICAL FINANCE CORPORATION HUNTSMAN ENTERPRISES, INC. HUNTSMAN FAMILY CORPORATION HUNTSMAN GROUP HOLDINGS FINANCE CORPORATION HUNTSMAN GROUP INTELLECTUAL PROPERTY HOLDINGS CORPORATION HUNTSMAN INTERNATIONAL SERVICES CORPORATION HUNTSMAN MA INVESTMENT CORPORATION HUNTSMAN MA SERVICES CORPORATION HUNTSMAN PETROCHEMICAL FINANCE CORPORATION HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION HUNTSMAN CHEMICAL COMPANY LLC HUNTSMAN PETROCHEMICAL CORPORATION HUNTSMAN POLYMERS CORPORATION HUNSTMAN SPECIALTY CHEMICALS CORPORATION PETROSTAR INDUSTRIES LLC HUNTSMAN POLYMERS HOLDINGS CORPORATION  By:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice President  HUNTSMAN EXPANDABLE POLYMERS COMPANY, LC  By:  Huntsman International
Chemicals Corporation, its Manager  By:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice President


HUNTSMAN FUELS, L.P. By:  Petrostar Fuels, LLC, its
General Partner PETROSTAR FUELS LLC  By:
  /s/ Samuel D. ScruggsName:
  Samuel D. ScruggsTitle:
  Vice President  HUNTSMAN PURCHASING, LTD.  By:  Huntsman Procurement
Corporation, its General Partner  By:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice President


Schedule
A to Agreement  EXISTING HEDGING
AGREEMENTS


Schedule
B
toAgreement  PLEDGED INTERCOMPANY
NOTES


Schedule
C
toAgreement PLEDGED STOCK


Schedule 2.5
toAgreement  RECORD LOCATIONS


Schedule 2.6
toAgreement  AIRCRAFT, VEHICLES,
VESSELS AND RAILCARS


Schedule 2.7
toAgreement INVENTORY AND
EQUIPMENT LOCATIONS


Schedule 2.9
toAgreement SCHEDULE OF NAME, TRADE,
FICTITIOUS AND OTHER NAMES;
CORPORATE IDENTIFICATION NUMBERS  Exact Legal Name of Each
  Assignor
  
  Jurisdiction of
  Incorporation
  
  FEIN
  
  Delaware
  Organization
  Number


Schedule 2.10
toAgreement  JURISDICTION OF FORMATION  Assignor
  
  Jurisdiction


Schedule 2.11
toAgreement  COMMERCIAL TORT CLAIMS


Schedule 4.1
toAgreement I.  SCHEDULE OF U.S. TRADEMARK REGISTRATIONS  Registered Mark
  
  Registration No.
  
  Registration Date


II.  SCHEDULE OF PENDING APPLICATIONS FOR U.S.
TRADEMARK
REGISTRATIONS ON THE BASIS OF USE IN COMMERCE
UNDER 17 USC §1051(a)  Mark
  
  Serial
  
  Filing Date


III.  SCHEDULE OF PENDING APPLICATIONS FOR U.S.
TRADEMARK
REGISTRATION ON THE BASIS OF INTENT TO USE THE
MARK IN COMMERCE UNDER 17 USC §1051(b)  Mark
  
  Serial
  
  Filing Date


Schedule 4.2
toAgreement SCHEDULE OF
LICENSE AGREEMENTS AND ASSIGNMENTS


Schedule
5.1
toAgreement A.  SCHEDULE OF PATENTS AND APPLICATIONS


Schedule
5.1
toAgreement  B.  SCHEDULE OF UNITED STATES COPYRIGHTS


Annex
A
toAgreement DEFINITIONS  The following terms shall
have the meanings herein specified.  Such
definitions shall be equally applicable to the singular and plural forms of the
terms defined.  Administrative Agent
shall have the meaning provided in the recitals to this Agreement.  Agreement shall
mean this Security Agreement, as the same may be modified, supplemented,
extended, renewed, replaced, restated or amended from time to time in
accordance with its terms.  Assignor shall
have the meaning provided in the first paragraph of this Agreement.  Bankruptcy Code
means Title II of the United States Bankruptcy Code, 11 U.S.C. § et. seq.,
as amended from time to time.  Borrowers shall
have the meaning provided in the recitals to this Agreement.  Chattel Paper
shall have the meaning provided in Article 9 of the Uniform Commercial Code.  Collateral shall
have the meaning provided in Section 1.1(a) of this Agreement.  Collateral Agent
means Deutsche Bank Trust Company Americas, in its capacity as collateral agent
under the Agreement for each of the Secured Parties, until one or more
successors are appointed pursuant to Article XI of the Agreement and thereafter
shall mean such successor or successors and all successors thereto.  Collateral Agent
Costs shall have the meaning provided in Section 10.2 of this
Agreement.  Commercial Tort Claim
shall have the meaning provided in Article 9 of the Uniform Commercial Code,
and shall include any such claim that is listed on Schedule 2.11 (as
such Schedule may be amended from time to time in accordance with Section
2.11 or otherwise).  Contract Rights
shall mean all rights of any Assignor (including, without limitation, all
rights to payment) under each Contract.  Contracts shall
mean all contracts between any Assignor and one or more additional parties
(including, without limitation, (i) each partnership agreement to which such
Assignor is a party and (ii) any Hedging Agreements.


Copyrights shall
mean any registrations of any Copyrights in the United States Copyright Office
which any Assignor now owns or hereafter acquires, as well as any application
for a United States copyright registration now or hereafter made with the
United States Copyright Office by any Assignor.  Credit Agreement
shall have the meaning provided in the recitals to this Agreement.  Credit Agreement
Obligations shall have the meaning provided in the definition of
Obligations in this Annex A.  Default shall
mean any event which, with notice or lapse of time, or both, would constitute
an Event of Default.  Deposit Accounts
shall mean, with respect to any Assignor, any deposit account of such
Assignor, as such term is defined in Article 9 of the Uniform Commercial Code,
whether now owned or existing or hereafter acquired or arising, and, in any
event, shall include any demand, time, savings, passbook or like account
maintained with a bank, savings and loan association, credit union or like
organization.  Documents shall
have the meaning provided in Article 9 of the Uniform Commercial Code.  Electronic Chattel
Paper shall have the meaning provided in Article 9 of the Uniform
Commercial Code.  Equipment shall
mean any equipment, as such term is defined in Article 9 of the Uniform
Commercial Code, now or hereafter owned by any Assignor and, in any event,
shall include, but shall not be limited to, all machinery, equipment,
furnishings and fixtures, including movable trade fixtures now or hereafter
owned by any Assignor and any and all additions, substitutions and replacements
of any of the foregoing, wherever located, together with all attachments,
components, parts, equipment and accessories installed thereon or affixed
thereto.  Event of Default
shall mean any Event of Default under, and as defined in, the Credit Agreement
and shall in any event, without limitation, include any payment default on any
of the Obligations after the expiration of any applicable grace period.  Excluded Foreign or
Transportation Assets means the following Collateral, collectively:  (i)            all property of the Assignors
located at its cement manufacturing facility in Armenia, to the extent that a
security interest therein granted by the Company may be perfected only by
actions taken under the laws of jurisdictions other than the United States or
any state or subdivision thereof;  (ii)           Inventory located outside of the
United States and having an aggregate book value for all Assignors together of
less than $20,000,000; and


(iii)          Excluded Transportation Assets.  Excluded
Transportation Assets means, titled vehicles, vessels and other assets and
properties owned by Assignors in which a security interest may not be perfected
through the filing of financing statements under the UCC and which have an aggregate
fair market value from time to time of less than $5,000,000 for all Assignors
together.  Existing Hedging
Agreements shall have the meaning provided in the recitals to this
Agreement.  Fully Paid means
with respect to any Obligations, that the respective obligee of such Obligation
(which obligee shall be, in the case of the Credit Agreement Obligations, the
Administrative Agent) shall have certified to the Collateral Agent that such
Obligation has terminated and that there remain no obligations of any kind
whatsoever of the Borrower with respect thereto (other than contingent
indemnification obligations as to which no claims shall have accrued or be
pending).  General Intangibles
shall have the meaning provided in Article 9 of the Uniform Commercial Code and
shall in any event include all of any Assignors claims, rights, powers,
privileges, authority, options, security interests, liens and remedies under
any partnership agreement to which such Assignor is a party or with respect to
any partnership of which such Assignor is a partner.  Goods shall have
the meaning provided in Article 9 of the Uniform Commercial Code.  Hedging Agreements
shall have the meaning provided in the first paragraph of this Agreement.  HSCC means
Huntsman Specialty Chemicals Corporation, a Delaware corporation.  Indemnitee shall
have the meaning provided in Section 9.1 of this Agreement.  InstructingGroup means,
as of any date of determination thereof, the Required Lenders (or, to the
extent required by Section 13.1 of the Credit Agreement, all the Lenders).  Instrument shall
have the meaning provided in Article 9 of the Uniform Commercial Code.  Intercompany Notes
means a promissory note evidencing indebtedness of the Company or any of the
Companys Restricted Subsidiaries which, in the case of the Company, is owing
to any Restricted Subsidiary of the Company and which, in the case of any
Restricted Subsidiary of the Company, is owing to the Company or any of its
other Restricted Subsidiaries, in any case, in a form reasonably satisfactory
to the Collateral Agent.  Intercreditor
Agreement shall have the meaning provided in Section 1.2 to this
Agreement.


Inventory shall
mean all inventory as such term is defined in Article 9 of the Uniform
Commercial Code, now owned or hereafter acquired by any Assignor and, in any
event, shall include, but shall not be limited to, all merchandise, inventory
and goods, and all additions, substitutions and replacements thereof, wherever
located, together with all goods, supplies, incidentals, packaging materials,
labels, materials and any other items used or usable in manufacturing,
processing, packaging or shipping same; in all stages of production  from raw
materials through work-in-process to finished goods  and all products and
proceeds of whatever sort and wherever located and any portion thereof which
may be returned, rejected, reclaimed or repossessed by the Collateral Agent
from any Assignors customers.  Investment Property
shall have the meaning provided in Article 9 of the Uniform Commercial
Code and shall include, without limitation (i) all securities, whether
certificated or uncertificated, including, without limitation, stocks, bonds,
interests in limited liability companies, partnership interests, treasury
securities, certificates of deposit, and mutual fund shares; (ii) all
securities entitlements of any Assignor, including without limitation, the
rights of any Assignor to any securities account and the financial assets held
by a securities intermediary in such securities account and any free credit
balance or other money owing by any securities intermediary with respect to
that account; (iii) all securities accounts held by any Assignor; (iv) all
commodity contracts held by any Assignor; and (v) all commodity accounts held
by any Assignor.  Lenders shall
have the meaning provided in the recitals to this Agreement.  Letter-of-Credit
Rights shall have the meaning as provided in Article 9 of the Uniform
Commercial Code.  Marks shall mean
all right, title and interest in and to any trademarks and service marks and
trade names now held or hereafter acquired by any Assignor, which are
registered in the United States Patent and Trademark Office or in any similar
office or agency of the United States or any state thereof or any political
subdivision thereof and any application for such trademarks and service marks,
as well as any unregistered marks used by any Assignor in the United States and
trade dress including logos, designs, trade names, company names, business
names, fictitious business names and other business identifiers in connection
with which any of these registered or unregistered marks are used in the United
States.  Obligations
shall mean (i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations (including, without
limitation, all Obligations as such term is defined in the Credit Agreement
and all obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities of each Assignor now
existing or hereafter incurred under, arising out of or in connection with the
Credit Agreement or any other Loan Document to which such Assignor is a party
and the due performance and compliance by each Assignor with all of the terms,
conditions and agreements contained in each such Loan Document (all such
obligations and liabilities being herein collectively called the Credit
Agreement Obligations); (ii) the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of all obligations
(including obligations which, but for the automatic stay under Section 362(a)
of the Bankruptcy Code, would become due) and liabilities of each Assignor now
existing or hereafter incurred


under, arising out of or in connection with any Hedging Agreement
(including, in the case of Assignors other than the Borrower, all obligations
of such Assignor under its Guarantee in respect of Hedging Agreements, and the
due performance and compliance by each Assignor with all of the terms,
conditions and agreements contained therein (all such obligations and
liabilities described in this clause (ii) being herein collectively called the
Other Obligations); (iii) any and all sums advanced by the
Collateral Agent in order to preserve the Collateral or preserve its security
interests in the Collateral; (iv) in the event of any proceeding for the
collection or enforcement of any indebtedness, obligations, or liabilities of
any Assignor referred to in clauses (i) and (ii), after an Event of Default
shall have occurred and be continuing, the reasonable expenses of taking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral, or of any exercise by the Collateral Agent of its
rights hereunder, together with reasonable attorneys fees and court costs; and
(v) all amounts paid by any Indemnitee as to which such Indemnitee has the
right to reimbursement under Section 9.1 of this Agreement.  It is acknowledged and agreed that the
Obligations shall include extensions of credit of the types described above,
whether outstanding on the date of this Agreement or extended from time to time
after the date of this Agreement.  Other Obligations
shall have the meaning provided in the definition of Obligations in this Annex
A.  Patents shall
mean any United States patent now or hereafter owned by any Assignor, as well
as any application for a United States patent now or hereafter owned by any
Assignor.  Permitted Liens
shall have the meaning provided in the Credit Agreement.  Pledged
Debt means the indebtedness as evidenced by the Pledged
Intercompany Notes.  Pledged Intercompany
Notes means the Intercompany Notes described on Schedule B hereto,
as it may, from time to time, be supplemented in accordance with the terms
of  this Agreement.  Pledged Securities
means, collectively, the Pledged Stock, any pledged promissory notes and the
Pledged Intercompany Notes, if any.  Pledged Stock
means the shares of capital stock described in Schedule C hereto, as it
may, from time to time, be supplemented in accordance with the terms of the
Agreement, and any other shares of capital stock pledged to the Collateral
Agent hereunder or which otherwise become a part of the Collateral.  Post-Petition
Interest shall mean interest accruing in respect of Obligations after the
commencement of any bankruptcy, insolvency, receivership or similar proceedings
by or against the Borrower, at the rate applicable to such Obligations pursuant
to the applicable Loan Documents, whether or not such interest is allowed as a
claim enforceable against the Borrower in a bankruptcy case under the
Bankruptcy Code, and any other interest that would have accrued but for the
commencement of such proceedings.


Primary Obligations
shall have the meaning provided in Section 8.4(b) of this Agreement.  Proceeds shall
have the meaning provided in Article 9 of the Uniform Commercial Code or under
other relevant law and, in any event, shall include, but not be limited to, (i)
any and all proceeds of any insurance, indemnity, warranty or Guarantee payable
to the Collateral Agent or any Assignor from time to time with respect to any
of the Collateral, (ii) any and all payments (in any form whatsoever) made or
due and payable to any Assignor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any governmental authority (or any person acting
under color of governmental authority) and (iii) any and all other amounts from
time to time paid or payable under or in connection with any of the Collateral.  Pro Rata Share
shall have the meaning provided in Section 8.4(b) of this Agreement.  Receivables
shall mean any account as such term is defined in Article 9 of the Uniform
Commercial Code, now or hereafter owned by any Assignor and, in any event,
shall include, but shall not be limited to, all of such Assignors rights to
payment of a monetary obligation, whether or not earned by performance, (i) for
property that has been or is to be sold, leased, licensed, assigned or
otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for
a policy of insurance issued or to be issued, including health-care insurance
receivables (as such term is defined in the Uniform Commercial Code), (iv) for
a secondary obligation incurred or to be incurred, (v) for energy provided or
to be provided, (vi) for the use or hire of a vessel under a charter or other contract,
(vii) arising out of the use of a credit or charge card or information
contained on or for use with the card, or (viii) as winnings in a lottery or
other game of chance operated or sponsored by a state, governmental unit of a
state, or person licensed or authorized to operate the game by a state or
governmental unit of a state, whether now in existence or arising from time to
time hereafter, including, without limitation, rights evidenced by an account,
note, contract, security agreement, chattel paper, or other evidence of
indebtedness or security, together with (i) all security pledged, assigned,
hypothecated or granted to or held by such Assignor to secure the foregoing,
(ii) all of such Assignors right, title and interest in and to any goods, the
sale of which gave rise thereto, (iii) all guarantees, endorsements and
indemnifications on, or of, any of the foregoing, (iv) all powers of attorney
for the execution of any evidence of indebtedness or security or other writing
in connection therewith, (v) all books, records, ledger cards, and invoices
relating thereto, (vi) all evidences of the filing of financing statements and
other statements and the registration of other instruments in connection
therewith and amendments thereto, notices to other creditors or secured
parties, and certificates from filing or other registration officers, (vii) all
credit information, reports and memoranda relating thereto, and (viii) all
other writings related in any way to the foregoing.  Representative
shall have the meaning provided in Section 8.4(d) of this Agreement.  Secondary Obligations
shall have the meaning provided in Section 8.4(b) of this Agreement.


Secured Party
shall have the meaning provided in the first paragraph of this Agreement.  Senior Secured Notes
shall have the meaning provided in the Recitals of this Agreement.  Senior Secured Notes
Indenture shall have the meaning provided in the Recitals of this
Agreement.  Senior Secured Notes
Obligations shall have the meaning provided in the definition of
Obligations in this Annex A.  Senior Secured Notes
Trustee shall have the meaning provided in the Recitals of this Agreement.  Significant Copyrights
shall mean, at any time, those Copyrights which the relevant Assignor believes
in its reasonable judgment to be material to its business at such time.  Significant Marks
shall mean, at any time, those Marks which the relevant Assignor believes in
its reasonable judgment to be material to its business at such time.  Significant Patents
shall mean, at any time, those Patents which the relevant Assignor believes in
its judgment to be material to its business at such time.  Software shall
have the meaning provided in Article 9 of the Uniform Commercial Code.  Stock Rights
means any stock, any dividend or other distribution and any other right or
property which an Assignor shall receive or shall become entitled to receive
for any reason whatsoever with respect to, in substitution for or in exchange
for any shares of Pledged Stock and any stock, any right to receive stock and
any right to receive earnings, in which an Assignor now has or hereafter
acquires any right, issued by an issuer of the Pledged Stock.  Term Credit Agreement
shall mean that certain Credit Agreement, dated as of the date hereof, by and
among the Company, Deutsche Bank Trust Company Americas, as administrative
agent and collateral agent, and the lenders parties thereto, together with any
agreement or agreements from time to time executed by the Company to evidence
any refinancings or successive refinancings of all or any part of the Term
Credit Agreement Obligations, together with any amendments, modifications,
extensions, supplements to, or restatements of any of the foregoing permitted
by the Credit Agreement.  Term Credit Agreement
Collateral Agent shall mean the Collateral Agent (as such term is defined
in the Term Credit Agreement).  Term Credit Agreement
First Lien Collateral shall have the meaning provided in Section 1.2
of this Agreement.


Term Credit Agreement
Loan Documents shall mean the Loan Documents (as defined in the Term
Credit Agreement) and all other documents, instruments and agreements now or
hereafter evidencing or securing the whole or any part of the Term Credit
Agreement Obligations (including, without limitation, each of the loan
documents as defined in any principal agreement evidencing Term Credit
Agreement Obligations, including any documents evidencing or securing any
complete, partial or successive refunding, refinancing or replacement of the
Term Credit Agreement Obligations and any amendments, modifications, renewals
or extensions of any of the foregoing).  Term Credit Agreement
Obligations shall mean Obligations under and as defined in the Term Credit
Agreement.  Termination Date
shall have the meaning provided in Section 12.2 of this Agreement.  Trade Secrets
shall mean any know-how, technology, product formulations, procedures and
product and manufacturing specifications or standards now or hereafter utilized
in the relevant Assignors business.  Uniform Commercial
Code or UCC shall mean the Uniform Commercial Code as now or
hereafter in effect from time to time in the State of New York; provided,
however, that if by reason of mandatory provisions of law, any or all of
the attachment, perfection or priority of, or remedies with respect to, the
Collateral Agents security interests in any Collateral is governed by the
Uniform Commercial Code as enacted and in effect in any other jurisdiction, the
term Uniform Commercial Code or UCC shall mean the Uniform Commercial Code
as enacted and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection, priority or
remedies.  The foregoing definitions
shall be equally applicable to both the singular and plural forms of the
defined terms.  In the computation of
periods of time from a specified date to a later specified date, the word
from means from and including and the words to and until each mean to
but excluding.  The words herein,
hereof and words of similar import as used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision in this
Agreement.  References to Articles,
Sections, paragraphs, Exhibits and Schedules in this Agreement shall
refer to Articles, Sections, paragraphs, Exhibits and Schedules of this
Agreement unless otherwise expressly provided; references to Persons include
their respective permitted successors and assigns or, in the case of governmental
Persons, Persons succeeding to the relevant functions of such persons; and all
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations.


Annex B
toAgreement GRANT OF SECURITY
INTEREST INUNITED STATES TRADEMARKS AND PATENTS  FOR GOOD AND VALUABLE CONSIDERATION, receipt and
sufficiency of which are hereby acknowledged, [NAME
OF GRANTOR], a                     
corporation (the Grantor) with principal offices at                                              ,
hereby grants to Deutsche Bank Trust Company Americas, as Collateral Agent,
with principal offices at 60 Wall Street, New York, New York 10005 (the Grantee),
a security interest in (i) all of the Grantors right, title and interest in
and to the United States trademarks, trademark registrations and trademark
applications (the Marks) set forth on Schedule B attached
hereto, (ii) all of the Grantors right, title and interest in and to the
United States patents (the Patents) set forth on Schedule C
attached hereto, in each case together with (iii) all Proceeds (as such term is
defined in the Security Agreement referred to below) of the Marks and Patents,
(iv) the goodwill of the businesses symbolized by the Marks and (v) all causes
of action arising prior to or after the date hereof for infringement of any of
the Marks and Patents or unfair competition regarding the same.  THIS GRANT is made to secure the full and prompt
performance and payment of all the Obligations of the Grantor, as such term is
defined in the Security Agreement between the Grantor, the other assignors
party thereto and the Grantee, dated as of October 14, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the Security
Agreement).  Upon the occurrence of
the Termination Date (as defined in the Security Agreement), the Grantee shall,
upon such satisfaction, execute, acknowledge, and deliver to the Grantor an
instrument in writing releasing the security interest in and re-assigning the
Marks and Patents acquired under this Grant to the Grantor.  This Grant has been granted in conjunction with the
security interest granted to the Grantee under the Security Agreement.  The rights and remedies of the Grantee with
respect to the security interest granted herein are more fully set forth in the
Security Agreement, all terms and provisions of which are incorporated herein
by reference.  In the event that any
provisions of this Grant are deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall govern.  [signature
page follows]


IN WITNESS WHEREOF, the undersigned have executed this
Grant of Security Interest as of the      day of                   ,
        .  [NAME
  OF GRANTOR],as GrantorBy:Name:Title:DEUTSCHE BANK
  TRUST COMPANYAMERICAS, as
  GranteeBy:Name:Title:


STATE OF                   
                  )  ) ss.:  COUNTY OF                    
             )  On this     day of                    ,
         before me personally came                            ,
who being duly sworn, did depose and say that he is
                                  
of [Name of Grantor], that he is
authorized to execute the foregoing Grant of Security Interest on behalf of
said corporation and that he did so by authority of the Board of Directors of
said Corporation.  Notary Public


STATE OF                 
      )  )  ss.:  COUNTY OF               
    )  On this      day of                    ,
         before me personally came                            
who, being by me duly sworn, did state as follows: that s/he is                            
of Deutsche Bank Trust Company Americas, that s/he is authorized to execute the
foregoing Grant of Security Interest on behalf of said corporation and that
s/he did so by authority of the Board of Directors of said corporation.  Notary Public


Schedule B  U.S. Trademark
Registration  Registered Mark
  
  Registration No.
  
  Registration Date


Schedule C  All patents are encumbered with security interests.  Patent Number
  
  Date Issued
  
  Title


Annex CtoAgreement  GRANT OF SECURITY
INTERESTIN UNITED STATES COPYRIGHTS  WHEREAS, [NAME OF
GRANTOR], a                      
corporation (the Grantor), having its chief executive office at                                               ,
is the owner of all right, title and interest in and to the United States
copyrights and associated United States copyright registrations and
applications for registration set forth in Schedule B attached hereto;  WHEREAS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent, having its principal offices at 60 Wall Street, New York, New
York 10005 (the Grantee), desires to acquire a security interest in,
and lien on, all of Grantors right, title and interest in and to Grantors
copyrights and copyright registrations and applications therefor described
above; and  WHEREAS, the Grantor is willing to assign to the
Grantee, and to grant to the Grantee a security interest in and lien upon the
copyrights and copyright registrations and applications therefor described
above;  NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, and subject to the terms and
conditions of the Security Agreement, dated as of October 14, 2004, between the
Grantor, the other assignors from time to time party thereto and the Grantee
(as amended, restated, supplemented or otherwise modified from time to time,
the Security Agreement), the Grantor hereby grants to the Grantee a
security interest in and a lien upon, all of Grantors right, title and
interest in and to Grantors copyrights and copyright registrations and
applications more particularly set forth on Schedule B attached hereto,
(the


Copyrights) together with (i) all Proceeds (as such term is
defined in the Security Agreement referred to below) of the Copyrights, and
(ii) all causes of action arising prior to or after the date hereof for
infringement of any Copyright.  This GRANT OF SECURITY INTEREST is made to secure the
satisfactory performance and payment of all the Obligations (as such term is
defined in the Security Agreement) of the Grantor and shall be effective as of
the date of the Security Agreement.  Upon
the occurrence of the Termination Date (as defined in the Security Agreement),
the Grantee shall, upon such satisfaction, execute, acknowledge, and deliver to
Grantor an instrument in writing releasing the security interest in the
Copyrights acquired under this Grant of Security Interest.  This Grant of Security Interest has been granted in
conjunction with the security interest granted to Grantee under the Security
Agreement.  The rights and remedies of
the Grantee with respect to the security interest granted herein are more fully
set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference.  In the
event that any provisions of this Grant of Security Interest are deemed to
conflict with the Security Agreement, the provisions of the Security Agreement
shall govern.  [Signature
Page Follows]  2


IN WITNESS WHEREOF, the undersigned have executed this
Grant as of the      day of                       ,
        .  [NAME
  OF GRANTOR],as GrantorBy:Name:Title:DEUTSCHE BANK
  TRUST COMPANYAMERICAS, as
  Collateral Agent GranteeBy:Name:Title:


STATE OF
  )) ss.:COUNTY OF
  )  On this      day of                    ,
        , before me personally came                              
who, being by me duly sworn, did state as follows:  that he is                             
of [Name of Grantor], that he is
authorized to execute the foregoing Grant of Security Interest on behalf of
said corporation and that he did so by authority of the Board of Directors of
said corporation.   Notary Public


STATE OF
  )) ss.:COUNTY OF
  )  On this      day of                    ,
        , before me personally came                              
who, being by me duly sworn, did state as follows:  that s/he is                             
of Deutsche Bank Trust Company Americas, that s/he is authorized to execute the
foregoing Grant of Security Interest on behalf of said corporation and that he
did so by authority of the Board of Directors of said corporation.  Notary Public


Schedule B  UNITED STATES COPYRIGHTS


Annex D
toAgreement  ADDITION OF NEW ASSIGNORTO SECURITY AGREEMENT  ADDITION OF NEW ASSIGNOR TO SECOND AMENDED AND
RESTATED SECURITY AGREEMENT (this Instrument), dated as of               ,
        , amending that certain
Security Agreement, dated as of October 14, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the Agreement)
by and among the Assignors (the Assignors) party thereto and Deutsche
Bank Trust Company Americas, as Collateral Agent (the Collateral Agent)
for the Secured Parties.  Reference is made to the Credit Agreement dated as of
October 14, 2004 (as may be amended, restated, supplemented or otherwise
modified from time to time, the Credit Agreement), among Huntsman LLC,
a Utah limited liability company, the other borrowers parties thereto, the
financial institutions (the Lenders) from time to time party thereto
and Deutsche Bank Trust Company Americas, as administrative agent (together
with any successor agent, the Agent).  Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement
and the Credit Agreement.  The Assignors have entered into the Agreement in order
to induce the Lenders to extend credit pursuant to the Credit Agreement and to
induce the other Secured Parties to extend Hedging Agreements.  Pursuant to Section 7.11 of the Credit Agreement,
the undersigned is required to enter into the Agreement as an Assignor.  Section 14.2(d) of the Agreement provides
that additional parties may become an Assignor under the Agreement by execution
and delivery of an instrument in the form of this Instrument.  The undersigned (the New Party) is
executing this Instrument in accordance with the requirements of the Credit
Agreement to become an Assignor under the Agreement in order to induce the
Lenders to extend and continue the extension of credit pursuant to the Credit
Agreement.  Accordingly, the New Party agrees as follows:  SECTION 1.           In
accordance with the Agreement, the New Party by its signature below becomes a
party to the Agreement with the same force and effect as if originally named
therein as a party and the New Party hereby (a) agrees to all the terms and
warrants that the representations and warranties made by it as a party
thereunder are true and correct in all material respects on and as of the date
hereof after giving effect to the disclosures attached hereto as Annex I.  Each reference to an Assignor in the
Agreement shall be deemed to include the New Party.  The Agreement is hereby incorporated herein
by reference.  SECTION 2.           The
New Party represents and warrants to the Collateral Agent and the Secured
Parties that this Instrument has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its


terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws generally affecting creditors rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).  SECTION 3.           This
Instrument may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Instrument shall become
effective when the Collateral Agent shall have received a counterpart of this
Instrument that bears the signatures of the New Party.  SECTION 4.           Except
as expressly supplemented hereby, the Agreement shall remain in full force and
effect.  SECTION 5.         THIS INSTRUMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAW.  SECTION 6.           All
communications and notices hereunder shall be in writing and given as provided
in the Agreement.  All communications and
notices hereunder to the New Party shall be given to it at the address set
forth under its signature below.  IN WITNESS WHEREOF, the New Party has duly executed
this Addition of New Assignor to the Security Agreement as of the day and year
first above written.  [NAME OF NEW PARTY],By:Name:Title:Address: