<PAGE>

                                                                 EXHIBIT 4.2(d)

                                                                  EXECUTION COPY

                      TELEX COMMUNICATIONS HOLDINGS, INC.,

                 TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC

                    TELEX COMMUNICATIONS INTERNATIONAL, LTD.

                                       AND

                           TELEX COMMUNICATIONS, INC.,

  (referred to herein individually as "PLEDGOR" and collectively as "PLEDGORS")

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                    AS AGENT

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                                PLEDGE AGREEMENT

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<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                            PAGE
<S>                                                                                                               <C>
1.       Definitions............................................................................................    3

         1.1      Definition of Terms Used Herein Generally.....................................................    3

         1.2      Definition of Certain Terms Used Herein.......................................................    3

         1.3      Rules of Interpretation.......................................................................    4

2.       Pledge.................................................................................................    5

         2.1      Grant of Security Interest....................................................................    5

         2.2      Description of Pledged Collateral.............................................................    5

         2.3      Delivery of Certificates, Instruments, Etc....................................................    6

         2.4      Registration..................................................................................    6

         2.5      Authorization to File Financing Statements....................................................    6

3.       Representations and Warranties of Pledgors.............................................................    7

         3.1      Pledgor's Legal Status........................................................................    7

         3.2      Pledgor's Legal Name..........................................................................    7

         3.3      Pledgor's Locations...........................................................................    7

         3.4      Authority; Binding Obligation; No Conflict....................................................    7

         3.5      Title to Collateral...........................................................................    7

         3.6      Pledged Collateral............................................................................    8

         3.7      Percentage Ownership..........................................................................    8

         3.8      All of Pledgor's Interests....................................................................    8

         3.9      Due Authorization, Etc., of Stock; Not Margin Stock...........................................    8

         3.10     Required Consents.............................................................................    8

         3.11     Nature of Security Interest...................................................................    8

         3.12     Partnership Interests.........................................................................    9

         3.13     Limited Liability Company Interests...........................................................    9

         3.14     Membership Interests of Parent................................................................    9

4.       Covenants of Pledgors..................................................................................    9

         4.1      Pledgor's Legal Status........................................................................    9

         4.2      Pledgor's Name................................................................................   10

         4.3      Pledgor's Organizational Number...............................................................   10

         4.4      Locations.....................................................................................   10

         4.5      Title to Collateral...........................................................................   10

         4.6      Taxes.........................................................................................   10

         4.7      Further Assurances............................................................................   10
</TABLE>

                                       (i)
<PAGE>

<TABLE>
<S>                                                                                                                <C>
5.       Voting Rights and Certain Payments Prior to Event of Default...........................................   11

         5.1      Voting Rights and Ordinary Payments Prior to an Event of Default..............................   11

         5.2      Extraordinary Payments and Distributions......................................................   11

         5.3      Voting Rights and Ordinary Payments After an Event of Default.................................   12

6.       All Payments in Trust..................................................................................   12

7.       Expenses...............................................................................................   12

8.       Remedies...............................................................................................   12

         8.1      Disposition Upon Default and Related Provisions...............................................   12

         8.2      Agent Appointed Attorney-in-Fact..............................................................   15

         8.3      Agent's Duties of Reasonable Care.............................................................   16

         8.4      Indemnification...............................................................................   16

         8.5      Prior Recourse................................................................................   17

         8.6      Agent May Perform.............................................................................   17

9.       Suretyship Waivers by Pledgor; Obligations Absolute....................................................   17

10.      Marshalling............................................................................................   17

11.      Proceeds of Dispositions...............................................................................   18

12.      Reinstatement..........................................................................................   18

13.      Miscellaneous..........................................................................................   18

         13.1     Notices.......................................................................................   18

         13.2     GOVERNING LAW; CONSENT TO JURISDICTION........................................................   19

         13.3     WAIVER OF JURY TRIAL, ETC.....................................................................   20

         13.4     Counterparts; Effectiveness...................................................................   21

         13.5     Headings......................................................................................   21

         13.6     No Strict Construction........................................................................   21

         13.7     Severability..................................................................................   21

         13.8     Survival of Agreement.........................................................................   21

         13.9     Binding Effect; Several Agreement.............................................................   21

         13.10    No Waiver; Cumulative Remedies................................................................   22

         13.11    Limitation by Law.............................................................................   22

         13.12    Termination of this Agreement.................................................................   22

         13.13    Advice of Counsel.............................................................................   22

         13.14    Intercreditor Agreements......................................................................   23
</TABLE>

                                      (ii)
<PAGE>

                                PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of November 19, 2003,
by and among TELEX COMMUNICATIONS, INC., a Delaware corporation ("Borrower"),
TELEX COMMUNICATIONS HOLDINGS, INC., a Delaware corporation ("Holdings"), TELEX
COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company
("Parent"), TELEX COMMUNICATIONS INTERNATIONAL, LTD., a Delaware corporation
("TCI" and together with Borrower, Holdings and Parent, each referred to herein
individually as "Pledgor" and collectively as "Pledgors"), and GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent (in such
capacity, "Agent") for itself and for the Lenders from time to time party to the
Credit Agreement defined below ("Lenders").

WHEREAS:

A.       Borrower, Holdings and Parent have entered into a Credit Agreement
         dated as of the date hereof (including all annexes, exhibits and
         schedules thereto, and as from time to time amended, restated,
         supplemented or otherwise modified and in effect from time to time, the
         "Credit Agreement") with the other persons designated as "Credit
         Parties" on the signature pages thereof, the financial institutions
         party thereto from time to time as Lenders, and General Electric
         Capital Corporation as initial L/C Issuer, Lender and Agent, pursuant
         to which, among other things, Lenders have agreed to make a certain
         revolving credit facility available to Borrower upon the terms and
         subject to the conditions specified in the Credit Agreement;

B.       Borrower wishes to borrow certain Loans and cause certain Letters of
         Credit to be issued (as such terms are defined in the Credit
         Agreement);

C.       Parent is a wholly-owned subsidiary of Holdings, Borrower is a wholly
         owned subsidiary of Parent, TCI is a wholly-owned subsidiary of
         Borrower, Pledgors engage in business transactions with one another and
         Holdings and Parent will benefit from the Loans and other financial
         accommodations made under the Credit Agreement;

D.       Holdings, Parent and TCI have entered into a Guaranty dated as of the
         date hereof (as amended, supplemented, restated or otherwise modified
         and in effect from time to time), in favor of Agent, pursuant to which,
         among other things, Holdings, Parent and TCI have guaranteed all
         obligations of Borrower pursuant to the Credit Agreement; and

C.       in order to secure all Secured Obligations (as defined below), each
         Pledgor has agreed to execute and deliver to Agent a pledge agreement
         in substantially the form hereof.

NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1.       DEFINITIONS

1.1      Definition of Terms Used Herein Generally

         All terms used herein and defined in the NYUCC shall have the same
         definitions herein as specified therein; provided, however, that if a
         term is defined in Article 9 of the NYUCC differently than in another
         Article of the NYUCC, the term has the meaning specified in Article 9
         of the NYUCC.

<PAGE>

1.2      Definition of Certain Terms Used Herein

         As used herein, the following terms shall have the following meanings:

         "Control Letter" shall have the meaning assigned to such term in
         Section 2.3(a)(iii).

         "event" shall have the meaning assigned to such term in Section 8.3(a).

         "Extraordinary Payments" shall have the meaning assigned to such term
         in Section 5.1(b).

         "Indemnified Party" shall have the meaning assigned to such term in
         Section 8.4.

         "Lien" shall mean any security interest, mortgage, lien, encumbrance or
         adverse claim, and any financing statement or similar document filed in
         respect of same.

         "Pledged Borrower Stock" shall mean Pledged Collateral constituting
         equity interests in Borrower pledged hereunder, rights described in
         Section 2.2(a)(iii) relating thereto and proceeds thereof.

         "Pledged Collateral" shall have the meaning assigned to such term in
         Section 2.1.

         "Pledged Securities" shall have the meaning assigned to such term in
         Section 2.2(b).

         "Pledged Subsidiaries" shall have the meaning assigned to such term in
         Section 2.2(a)(i).

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

         "Second Lien" means (i) except in the case of Pledged Borrower Stock,
         the Lien on the Pledged Collateral granted by Pledgors under the
         "Security Agreement" (as such term is defined in the Senior Notes
         Indenture) and (ii) in the case of Pledged Borrower Stock, the Lien on
         the Pledged Borrower Stock granted by Parent under the "Pledge
         Agreement" (as such term is defined in the Senior Subordinated Notes
         Indenture).

         "Secured Obligations" means the Obligations and all liabilities,
         obligations, covenants, duties, and indebtedness owing by Pledgors to
         Agent under this Pledge Agreement. The term includes, without
         limitation, interest accruing during the pendency of any bankruptcy,
         insolvency, receivership or other similar proceeding, regardless of
         whether allowed or allowable in such proceeding.

         "Securities Act" shall have the meaning assigned to such term in
         Section 8.1(d).

         "Security Interests" shall have the meaning assigned to such term in
         Section 7.

         "UCC" means the Uniform Commercial Code as in effect in any
         jurisdiction (except as otherwise contemplated in Section 3.3).
         References to particular sections of Article 9 of the UCC shall be,
         unless otherwise indicated, references to Revised Article 9 of the UCC
         adopted and effective in certain jurisdictions on or after July 1,
         2001.

1.3      Rules of Interpretation

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<PAGE>

         Unless otherwise defined herein, terms defined in the Credit Agreement
         and in Annex A thereto are used herein as therein defined, and the
         rules of interpretation specified in Annex A of the Credit Agreement
         shall be applicable to this Pledge Agreement. References to "Sections,"
         "Exhibits" and "Schedules" shall be to Sections, Exhibits and
         Schedules, respectively, of this Pledge Agreement unless otherwise
         specifically provided. Any of the terms defined in this Pledge
         Agreement may, unless the context otherwise requires, be used in the
         singular or the plural depending on the reference. All references to
         statutes and related regulations shall include (unless otherwise
         specifically provided herein) any amendments of same and any successor
         statutes and regulations.

2.       PLEDGE

2.1      Grant of Security Interest

         To secure the payment or performance, as the case may be, in full of
         the Secured Obligations, whether at stated maturity, by acceleration or
         otherwise, each Pledgor hereby pledges to Agent, and grants to Agent a
         first priority Security Interest in, all right, title and interest of
         such Pledgor in, to and under the collateral described in Section 2.2
         (collectively, the "Pledged Collateral").

2.2      Description of Pledged Collateral

         (a)      The Pledged Collateral is described as follows and on any
                  separate schedules at any time furnished by Pledgors to Agent
                  (which schedules are hereby deemed part of this Pledge
                  Agreement):

                  (i)      all right, title and interest of Pledgors as holders
                           (whether now or in the future) in (x) shares or other
                           equity interests in any corporations, limited
                           liability companies or limited partnerships organized
                           under the laws of any state or district of the United
                           States (including, without limitation, those
                           corporations and limited liability companies
                           described on Schedule 1 hereto, but excluding the
                           membership interests in DRF 12000 Portland, LLC held
                           by Borrower and the 2,197 shares of Prudential
                           Financial, Inc. beneficially held by Borrower,
                           provided that Borrower will not enter into any other
                           agreement for the pledge of such shares or equity
                           interests or otherwise grant a Security Interest in
                           such shares or equity interests), or any warrants to
                           purchase or depositary shares or other rights in
                           respect of any such interests, and (y) all shares of
                           stock, certificates, instruments or other documents
                           evidencing or representing the same;

                  (ii)     all right, title and interest of Borrower or
                           Borrower's Domestic Subsidiaries as holders (whether
                           now or in the future) in (x) shares or other equity
                           interests in any entity directly owned by Borrower or
                           a Domestic Subsidiary of Borrower that is organized
                           under the laws of a jurisdiction outside the United
                           States and described on Schedule 1 hereto (excluding
                           the equity interests in EVI Audio (Aust) PTY,
                           Limited, Saguaro Electronica, S.A. de C.V. and Telex
                           Communications, S.A. de C.V. held by TCI, provided
                           that TCI will not enter into any other agreement for
                           the pledge of such equity interests or otherwise
                           grant a Security Interest in such equity interests)
                           which represent (x) 65% of the Voting Stock of such
                           entity and (y) 100% of the Non-Voting Stock of such
                           entity, or any warrants to purchase or depositary
                           shares or other rights in respect of any such
                           interests, and (y) all shares of stock, certificates,
                           instruments or other documents evidencing or
                           representing the same;

                                        5
<PAGE>

                  (iii)    all right, title and interest of each of the Pledgors
                           in and to all present and future payments, proceeds,
                           dividends, distributions, instruments, compensation,
                           property, assets, interests and rights in connection
                           with or related to the collateral listed in clauses
                           (i) and (ii) above, and all monies due or to become
                           due and payable to each of the Pledgors in connection
                           with or related to such collateral or otherwise paid,
                           issued or distributed from time to time in respect of
                           or in exchange therefor, and any certificate,
                           instrument or other document evidencing or
                           representing the same (including, without limitation,
                           all proceeds of dissolution or liquidation); and

                  (iv)     all proceeds of all of the foregoing, of every kind,
                           and all proceeds of such proceeds.

         (b)      The shares of stock, certificates, instruments or other
                  documents evidencing or representing the foregoing shall be
                  collectively referred to herein as the "Pledged Securities".

2.3      Delivery of Certificates, Instruments, Etc.

         (a)      Each Pledgor shall deliver to Agent:

                  (i)      all original shares of stock, certificates,
                           instruments and other documents evidencing or
                           representing the Pledged Collateral owned by such
                           Pledgor as of the date hereof concurrently with the
                           execution and delivery of this Pledge Agreement,

                  (ii)     the original shares of stock, certificates,
                           instruments or other documents evidencing or
                           representing all Pledged Collateral (other than
                           Pledged Collateral that this Pledge Agreement
                           specifically permits Pledgors to retain) within ten
                           (10) days after Pledgor's receipt thereof;

                  (iii)    for each uncertificated security existing on the date
                           hereof and included in the Pledged Collateral, an
                           agreement in form and substance reasonably
                           satisfactory to Agent (a "Control Letter") of the
                           issuer thereof in which the issuer agrees, among
                           other things, that it will comply with instructions
                           originated by Agent with respect to the
                           uncertificated securities; and

                  (iv)     for each uncertificated security created after the
                           date hereof, within 10 days following the issuance
                           thereof, a Control Letter.

         (b)      All Pledged Securities that are certificated securities shall
                  be in bearer form or, if in registered form, shall be issued
                  in the name of Agent or endorsed to Agent or in blank.

2.4      Registration

         At any time and from time to time, Agent may (with written notice to
         the Pledgor of such Pledged Securities promptly following such transfer
         or registration) cause all or any of the Pledged Securities to be
         transferred to or registered in its name or the name of its nominee or
         nominees.

2.5      Authorization to File Financing Statements

                                        6
<PAGE>

         Each Pledgor hereby irrevocably authorizes Agent at any time and from
         time to time to file in any jurisdiction in which the UCC has been
         adopted any initial financing statements and amendments thereto that
         (a) describe the Pledged Collateral, and (b) contain any other
         information required by part 5 of Article 9 of the UCC for the
         sufficiency or filing office acceptance of any initial financing
         statement or amendment, including (i) whether such Pledgor is an
         organization, the type of organization and any organizational
         identification number issued to such Pledgor. Each Pledgor agrees to
         furnish any such information to Agent promptly upon reasonable request.
         Each Pledgor also ratifies its authorization for Agent to have filed in
         any UCC jurisdiction any like initial financing statements or
         amendments thereto if filed prior to the date hereof.

3.       REPRESENTATIONS AND WARRANTIES OF PLEDGORS

         Each Pledgor hereby represents and warrants to Agent that:

3.1      Pledgor's Legal Status

         (a) Such Pledgor is an organization, as set forth in Schedule 1 hereto;
         (b) such organization is of the type, and is organized in the
         jurisdiction, set forth in Schedule 1 hereto; and (c) Schedule 1 hereto
         sets forth such Pledgor's organizational identification number (if
         any).

3.2      Pledgor's Legal Name

         Such Pledgor's name as set forth in its organizational documents is
         that set forth in Schedule 1 hereto and on the signature page hereof.

3.3      Pledgor's Locations

         Schedule 1 hereto sets forth such Pledgor's place of business, and that
         such Pledgor's place of business is located in a jurisdiction that has
         adopted the UCC or whose laws generally require that the information
         concerning the existence of nonpossessory security interests be made
         generally available in a filing, recording or registration system as a
         condition or result of the security interest obtaining priority over
         the rights of a lien creditor with respect to the collateral.

3.4      Authority; Binding Obligation; No Conflict

         Such Pledgor has full power and authority to execute, deliver and
         perform its obligations in accordance with the terms of this Pledge
         Agreement and to grant to Agent the Security Interests in the Pledged
         Collateral pursuant hereto, without the consent or approval of any
         other person or entity other than any consent or approval which has
         been obtained and is in full force and effect. This Pledge Agreement
         has been duly authorized, executed and delivered by Pledgor and is the
         legally valid and binding obligation of such Pledgor, enforceable
         against such Pledgor in accordance with its terms, except as
         enforcement may be limited by bankruptcy, insolvency, reorganization,
         moratorium, or similar laws or equitable principles relating to or
         limiting creditor's rights generally. The granting to Agent of the
         Security Interest in the Pledged Collateral hereunder, the execution by
         Pledgor of this Pledge Agreement and the performance by such Pledgor of
         its obligations hereunder do not and will not (a) result in the
         existence or imposition of any Lien nor obligate such Pledgor to create
         any Lien (other than such Security Interest and the Second Lien (which
         Second Lien is and shall be subject and subordinate to the Lien created
         hereunder (x) as provided in the Intercreditor Agreement referred to in
         clause (i) of the definition of "Intercreditor Agreements" and 12.02 of
         the Senior Notes Indenture with respect

                                        7
<PAGE>

         to the Collateral, other than the Pledged Borrower Stock, subject to
         the "Security Agreement" (as such term is defined in the Senior Notes
         Indenture) and (y) as provided in the Intercreditor Agreement referred
         to in clause (ii) of the definition of "Intercreditor Agreements" and
         Section 12.2 of the Senior Subordinated Notes Indenture with respect to
         the Pledged Borrower Stock subject to the "Pledge Agreement" (as such
         term is defined in the Senior Subordinated Notes Indenture)) in favor
         of any person or entity over all or any of its assets; (b) conflict
         with any agreement, mortgage, bond or other instrument to which such
         Pledgor is a party or which is binding upon such Pledgor or any of its
         assets except for those conflicts that could not be reasonably expected
         to have a Material Adverse Effect; (c) conflict with such Pledgor's
         certificate of incorporation, operating agreement, partnership
         agreement, by-laws, or other organizational or charter documents except
         for those conflicts that could not be reasonably expected to have a
         Material Adverse Effect; or (d) conflict with any law, regulation or
         judicial order binding on such Pledgor or any of the Pledged Collateral
         of such Pledgor except for those conflicts that could not be reasonably
         expected to have a Material Adverse Effect.

3.5      Title to Collateral

         The Pledged Collateral is owned by such Pledgor free and clear of any
         Lien, except for Permitted Encumbrances. Such Pledgor has not filed or
         consented to the filing of (a) any financing statement or analogous
         document under the UCC or any other applicable laws covering any
         Pledged Collateral or (b) any assignment in which such Pledgor assigns
         any Pledged Collateral or any security agreement or similar instrument
         covering any Pledged Collateral with any foreign governmental,
         municipal or other office, which financing statement or analogous
         document, assignment, security agreement or similar instrument is still
         in effect, except, in each case, for Permitted Encumbrances (including
         pursuant to the Credit Agreement).

3.6      Pledged Collateral

         Set forth on Schedule 1 hereto is a complete and accurate list and
         description of all the Pledged Collateral of such Pledgor as of the
         date hereof.

3.7      Percentage Ownership

         The Pledged Securities of each issuer specifically identified on
         Schedule 1 hereto constitute, and until this Pledge Agreement
         terminates shall continue to constitute, the percentage of the
         outstanding equity of each such issuer as indicated on Schedule 1
         hereto.

3.8      All of Pledgor's Interests

         As of the date hereof, the Pledged Collateral set forth on Schedule 1
         hereto constitutes all of the equity interests of such Pledgor in such
         corporations, limited liability companies, partnerships and other
         entities.

3.9      Due Authorization, Etc., of Stock; Not Margin Stock

         The Pledged Securities listed on Schedule 1 hereto have been duly
         authorized and validly issued and are fully paid and non-assessable and
         are not subject to any options to purchase or similar rights of any
         person, and none of the Pledged Securities constitutes Margin Stock, as
         such term is defined in Regulation U of the Board of Governors of the
         Federal Reserve System.

3.10     Required Consents

                                        8
<PAGE>

         Except as may be required in connection with any disposition of any
         portion of the Pledged Securities by laws affecting the offering and
         sale of securities generally, no consent of any person (including,
         without limitation, partners, members, shareholders or creditors of
         Pledgors or of any subsidiary of Pledgors or of any issuer of Pledged
         Securities) and no license, permit, approval or authorization of,
         exemption by, notice or report to, or registration, filing or
         declaration with, any governmental instrumentality is required in
         connection with (i) the execution, delivery, performance, validity or
         enforceability of this Pledge Agreement by such Pledgor, (ii) the
         perfection or maintenance of the Security Interest created hereby
         (including the first priority nature of such Security Interest), or
         (iii) the exercise by Agent of the rights provided for in this Pledge
         Agreement.

3.11     Nature of Security Interest

         Upon the delivery of the Pledged Securities or, in the case of
         uncertificated securities included as Pledged Securities, a Control
         Letter signed by the issuer thereof, to Agent, the pledge of the
         Pledged Collateral pursuant to this Pledge Agreement creates a valid
         and perfected first priority Security Interest in the Pledged
         Collateral, securing the prompt and complete payment, performance and
         observance of the Secured Obligations.

3.12     Partnership Interests

         With respect to the grants of security interests in general partner
         interests in limited partnerships contained herein, and limited partner
         interests in limited partnerships contained herein, neither such grant
         nor the exercise by Agent of any right or remedy contained herein
         violates any provision of the limited partnership agreement of such
         limited partnership and each general partner and limited partner party
         thereto consents to such grants and to the exercise, during the
         continuation of an Event of Default, of all rights and remedies granted
         to Agent herein and the exercise by Agent or any nominee thereof of all
         powers of the general partner granting such general partnership
         interest, and of the limited partner granting such limited partnership
         interest, and to the admission of Agent or its nominee or transferee
         (at the election of Agent or such nominee or transferee) upon
         foreclosure of any such general partner interest or limited partner
         interest of such partnership. Borrower shall not amend or permit to be
         amended the limited partnership agreement of any issuer of Pledged
         Collateral that is a limited partnership other than as permitted by the
         Credit Agreement, Borrower shall not permit any such limited
         partnership agreement to terminate and Borrower shall perform, observe
         and enforce all terms and provisions of each such limited partnership
         agreement.

3.13     Limited Liability Company Interests

         With respect to the grants of security interests in any membership
         interest in any limited liability company contained herein, neither
         such grant nor the exercise by Agent of any right or remedy contained
         herein violates any provision of the limited liability company or
         operating agreement of such limited liability company and Holdings or
         any sole member thereof consents to such grants and to the exercise,
         during the continuation of an Event of Default, of all rights and
         remedies granted to Agent herein and the exercise by Agent or any
         nominee thereof of all powers of the sole member granting such security
         interest, and to the admission of Agent or its nominee or transferee
         (at the election of Agent or such nominee or transferee) as a member of
         such limited liability company upon foreclosure of any such interest.
         Holdings shall not amend or permit to be amended the limited liability
         company or operating agreement of any issuer of Pledged Collateral that
         is a limited liability company other than as permitted by the Credit
         Agreement, Holdings shall not permit any such limited liability or
         company agreement to terminate and Holdings shall,

                                        9
<PAGE>

         and shall cause its Subsidiaries to, perform, observe and enforce all
         terms and provisions of each such limited liability or company
         agreement.

3.14     Membership Interests of Parent

         The limited liability company interests of Parent are securities
         governed by Article 8 of the Delaware Uniform Commercial Code.

4.       COVENANTS OF PLEDGORS

4.1      Pledgor's Legal Status

         Without the prior written consent of the Agent, except as permitted by
         the Credit Agreement, no Pledgor shall change its type of organization,
         jurisdiction of organization or other legal structure. No Pledgor shall
         enter into, or consent to the entering into of, any amendment of any
         limited partnership agreement or limited liability operating agreement
         of any issuer of any Pledged Securities that could reasonably be
         expected to have an adverse effect on the Security Interest therein or
         the rights and remedies of Agent hereunder. Each Pledgor, as a limited
         partner, general partner, member, manager or managing member of any
         issuer of Pledged Securities hereby consents to the execution and
         delivery of this Pledge Agreement, the performance by the applicable
         Pledgor of its obligations hereunder and the exercise by Agent of its
         rights and remedies hereunder. Except for the Liens granted hereunder
         to Agent (and the Second Lien), no Pledgor shall suffer or permit any
         issuer of Pledged Securities to enter into a Control Letter in favor of
         any Person.

4.2      Pledgor's Name

         Without providing at least thirty (30) days' prior written notice to
         Agent, no Pledgor shall change its name.

4.3      Pledgor's Organizational Number

         Without providing at least thirty (30) days' prior written notice to
         Agent, no Pledgor shall change its organizational identification
         number, if it has one. If any Pledgor does not have an organizational
         identification number and later obtains one, such Pledgor shall
         promptly notify Agent of such organizational identification number.

4.4      Locations

         Without providing at least thirty (30) days' prior written notice to
         Agent, no Pledgor shall change its principal residence, its place of
         business or (if it has more than one place of business) its chief
         executive office or its mailing address.

4.5      Title to Collateral

         (a) Except for the Security Interests herein granted and Permitted
         Encumbrances, each Pledgor shall be the owner of the Pledged Collateral
         pledged by it free from any Lien, and such Pledgor, at its sole cost
         and expense, shall defend the same against all claims and demands of
         all persons at any time claiming the same or any interests therein
         adverse to Agent; and (b) no Pledgor shall sell or otherwise dispose
         of, or pledge, mortgage or create, or suffer to exist a Lien on, the
         Pledged Collateral in favor of any person other than Agent except, in
         each case, for Permitted

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<PAGE>

         Encumbrances and the inclusion of "proceeds" of the Pledged Collateral
         under the Security Interest granted herein shall not be deemed a
         consent by Agent to any sale or other disposition of any Pledged
         Collateral.

4.6      Taxes

         Each Pledgor shall pay promptly when due all taxes, assessments,
         governmental charges and levies upon the Pledged Collateral or incurred
         in connection with the Pledged Collateral or incurred in connection
         with this Pledge Agreement, provided that Pledgor may contest any such
         taxes in good faith so long as it maintains adequate reserves therefor.

4.7      Further Assurances

         Each Pledgor will, from time to time, at its expense, promptly execute
         and deliver all further instruments and documents and take all further
         action that may be necessary, or that Agent may reasonably request, in
         order to perfect and protect any Security Interest granted or purported
         to be granted hereby or to enable Agent to exercise and enforce its
         rights and remedies hereunder with respect to any Pledged Collateral.

5.       VOTING RIGHTS AND CERTAIN PAYMENTS PRIOR TO EVENT OF DEFAULT

5.1      Voting Rights and Ordinary Payments Prior to an Event of Default

         So long as no Event of Default shall have occurred and be continuing,
         each Pledgor shall be entitled:

         (a)      to exercise, as it shall think fit, but in a manner consistent
                  with the terms hereof, the voting and consent power and other
                  incidental rights of ownership with respect to the Pledged
                  Collateral of such Pledgor, and for that purpose Agent shall
                  (if any Pledged Securities shall be registered in the name of
                  Agent or its nominee) execute or cause to be executed from
                  time to time, at the expense of such Pledgor, such proxies or
                  other instruments in favor of such Pledgor or its nominee, in
                  such form and for such purposes as shall be reasonably
                  required by such Pledgor and shall be specified in a written
                  request therefor, to enable it to exercise such voting power
                  with respect to the Pledged Securities; and

         (b)      except as otherwise provided in Sections 5.2 and 5.3 hereof,
                  to receive and retain for its own account any and all
                  payments, proceeds, dividends, distributions, monies,
                  compensation, property, assets, instruments or rights to the
                  extent such are permitted pursuant to the terms of the Credit
                  Agreement, other than (i) stock or liquidating dividends or
                  (ii) extraordinary dividends and dividends or other amounts
                  payable under or in connection with any recapitalization,
                  restructuring, or other non-ordinary course event (the
                  dividends and amounts in this clause (ii) being "Extraordinary
                  Payments"), paid, issued or distributed from time to time in
                  respect of the Pledged Collateral pledged by such Pledgor.

5.2      Extraordinary Payments and Distributions

         (a)      In case, upon the dissolution or liquidation (in whole or in
                  part) of any issuer of any Pledged Collateral pledged by any
                  Pledgor, any sum shall be paid or payable as a liquidating
                  dividend or otherwise upon or with respect to any of the
                  Pledged Securities

                                       11
<PAGE>

                  pledged by such Pledgor or, in the event any other
                  Extraordinary Payment is paid or payable, then and in any such
                  event, such sum shall be paid by such Pledgor over to Agent
                  promptly, and in any event within ten (10) days after receipt
                  thereof, to be held by Agent as additional collateral
                  hereunder.

         (b)      In case any dividend or distribution payable in Stock shall be
                  declared with respect to any of the Pledged Collateral pledged
                  by any Pledgor, or any shares of Stock or fractions thereof
                  shall be issued pursuant to any stock split involving any of
                  the Pledged Collateral pledged by such Pledgor, or any
                  distribution of capital shall be made on any of the Pledged
                  Collateral pledged by such Pledgor, or any shares, obligations
                  or other property shall be distributed upon or with respect to
                  the Pledged Collateral pledged by such Pledgor, in each case
                  pursuant to a recapitalization or reclassification of the
                  capital of the issuer thereof, or pursuant to the dissolution,
                  liquidation (in whole or in part), bankruptcy or
                  reorganization of such issuer, or to the merger or
                  consolidation of such issuer with or into another corporation,
                  the shares, partnership interests, membership interests,
                  obligations or other property so distributed shall be
                  delivered by such Pledgor to Agent promptly, and in any event
                  within ten (10) days after receipt thereof, to be held by
                  Agent as additional collateral hereunder subject to the terms
                  of this Pledge Agreement, and all of the same shall constitute
                  Pledged Collateral for all purposes hereof.

5.3      Voting Rights and Ordinary Payments After an Event of Default

         Upon the occurrence and during the continuance of any Event of Default,
         all rights of each Pledgor to exercise or refrain from exercising the
         voting and consent rights and other incidental rights of ownership that
         it would otherwise be entitled to exercise pursuant to Section 5.1(a)
         hereof and to receive the payments, proceeds, dividends, distributions,
         monies, compensation, property, assets, instruments or rights that such
         Pledgor would otherwise be authorized to receive and retain pursuant to
         Section 5.1(b) hereof shall cease, and thereupon Agent shall be
         entitled to exercise all voting power and consent and other incidental
         rights of ownership with respect to the Pledged Securities and to
         receive and retain, as additional collateral hereunder, any and all
         payments, proceeds, dividends, distributions, monies, compensation,
         property, assets, instruments or rights at any time declared or paid
         upon any of the Pledged Collateral during such an Event of Default and
         otherwise to act with respect to the Pledged Collateral as outright
         owner thereof.

6.       ALL PAYMENTS IN TRUST

All payments, proceeds, dividends, distributions, monies, compensation,
property, assets, instruments or rights that are received by any Pledgor
contrary to the provisions of Section 5 hereof shall be received and held in
trust for the benefit of Agent, shall be segregated by such Pledgor from other
funds of such Pledgor and shall be forthwith paid over to Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

7.       EXPENSES

Each Pledgor shall, jointly and severally, pay all reasonable expenses incurred
by Agent in connection with the negotiation, execution, delivery, amendment,
waiver, renegotiation, enforcement or collection of this Pledge Agreement or the
exercise of remedies hereunder, including, without limitation, reasonable
attorney's fees, advertising costs, fees and expenses of advisors and investment
bankers and other experts. If any Pledgor fails promptly to pay any portion of
the above expenses when due or to perform any other obligation of such Pledgor
under this Pledge Agreement, Agent may, at its option, but shall not be

                                       12
<PAGE>

required to, pay or perform the same and charge such Pledgor for all costs and
expenses incurred therefor, and such Pledgor agrees to reimburse Agent therefor
on demand. All sums so paid or incurred by Agent for any of the foregoing, any
and all other sums for which any Pledgor may become liable hereunder and all
such costs and expenses incurred by Agent in enforcing or protecting the
Security Interests created under this Pledge Agreement (the "Security
Interests") or any of its rights or remedies under this Pledge Agreement shall
be payable by such Pledgor on demand, shall constitute Secured Obligations and
shall bear interest at the same rate of interest applicable to Revolving Credit
Advances, interest on which is based on the Index Rate at such time.

8.       REMEDIES

8.1      Disposition Upon Default and Related Provisions

         (a)      Upon the occurrence and during the continuance of any Event of
                  Default, Agent or its nominee may exercise in respect of the
                  Pledged Collateral, in addition to other rights and remedies
                  provided for herein or otherwise available to it, all rights
                  of voting, consent, exercise, conversion and other incidental
                  rights of ownership with respect to the Pledged Collateral,
                  including, without limitation, all rights and powers of any
                  Pledgor as limited or general partner of any partnership and
                  as sole member or managing member of any limited liability
                  company, in each case, that is an issuer of Pledged Securities
                  pledged by such Pledgor, and all of the rights and remedies of
                  an Agent on default under the NYUCC at that time (whether or
                  not applicable to the affected Pledged Collateral) and may
                  also, without obligation to resort to other security, at any
                  time and from time to time sell, resell, assign and deliver,
                  in its sole discretion, all or any of the Pledged Collateral,
                  in one or more parcels at the same or different times, and all
                  right, title and interest, claim and demand therein and right
                  of redemption thereof, on any securities exchange on which any
                  Pledged Collateral may be listed, or at public or private
                  sale, for cash, upon credit or for future delivery, and in
                  connection therewith Agent may grant options.

         (b)      If any of the Pledged Collateral is sold by Agent upon credit
                  or for future delivery, Agent shall not be liable for the
                  failure of the purchaser to purchase or pay for the same and,
                  in the event of any such failure, Agent may resell such
                  Pledged Collateral. In no event shall any Pledgor be credited
                  with any part of the proceeds of sale of any Pledged
                  Collateral until cash payment therefor has actually been
                  received by Agent.

         (c)      Agent may purchase any Pledged Collateral at any public sale
                  and, if any Pledged Collateral is of a type customarily sold
                  in a recognized market or is of the type that is the subject
                  of widely distributed standard price quotations, Agent may
                  purchase such Pledged Collateral at private sale, and in each
                  case may make payment therefor by any means, including,
                  without limitation, by release or discharge of Secured
                  Obligations in lieu of cash payment.

         (d)      Each Pledgor recognizes that Agent may be unable to effect a
                  public sale of all or part of the Pledged Collateral
                  consisting of securities by reason of certain prohibitions
                  contained in the Securities Act of 1933, as amended (the
                  "Securities Act"), or in applicable Blue Sky or other state
                  securities laws, as now or hereafter in effect, but may be
                  compelled to resort to one or more private sales to a
                  restricted group of purchasers who will be obliged to agree,
                  among other things, to acquire such securities for their own
                  account, for investment and not with a view to the
                  distribution or resale thereof. Each Pledgor agrees that any
                  such Pledged Collateral sold at any such private sale may be
                  sold at a price and upon other terms less favorable to the
                  seller than if sold at public sale. Each Pledgor

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<PAGE>

                  agrees that any such private sale shall be a commercially
                  reasonable manner in which to dispose of all or any part of
                  the Pledged Collateral. Agent shall have no obligation to
                  delay the sale of any such securities for the period of time
                  necessary to permit the issuer of such securities, even if
                  such issuer would agree, to register such securities for
                  public sale under the Securities Act.

         (e)      No demand, advertisement or notice, all of which are hereby
                  expressly waived, shall be required in connection with any
                  sale or other disposition of any part of the Pledged
                  Collateral that threatens to decline speedily in value or that
                  is of a type customarily sold on a recognized market;
                  otherwise Agent shall give the applicable Pledgor at least ten
                  (10) days' prior notice of the time and place of any public
                  sale and of the time after which any private sale or other
                  disposition is to be made, which notice each Pledgor agrees is
                  commercially reasonable.

         (f)      Agent shall not be obligated to make any sale of Pledged
                  Collateral if it shall determine not to do so, regardless of
                  the fact that notice of sale may have been given. Agent may,
                  without notice or publication, adjourn any public or private
                  sale or cause the same to be adjourned from time to time by
                  announcement at the time and place fixed for sale, and such
                  sale may, without further notice, be made at the time and
                  place to which the same was so adjourned.

         (g)      The remedies provided herein in favor of Agent shall not be
                  deemed exclusive, but shall be cumulative, and shall be in
                  addition to all other remedies in favor of Agent existing at
                  law or in equity.

         (h)      To the extent that applicable law imposes duties on Agent to
                  exercise remedies in a commercially reasonable manner, each
                  Pledgor acknowledges and agrees that it is not commercially
                  unreasonable for Agent (i) to advertise dispositions of
                  Pledged Collateral through publications or media of general
                  circulation; (ii) to contact other persons, whether or not in
                  the same business as such Pledgor, for expressions of interest
                  in acquiring all or any portion of the Pledged Collateral;
                  (iii) to hire one or more professional auctioneers to assist
                  in the disposition of Pledged Collateral; (iv) to dispose of
                  Pledged Collateral by utilizing Internet sites that provide
                  for the auction of assets of the types included in the Pledged
                  Collateral or that have the reasonable capability of doing so,
                  or that match buyers and sellers of assets; (v) to disclaim
                  disposition warranties, or (vi) to the extent deemed
                  appropriate by Agent, to obtain the services of brokers,
                  investment bankers, consultants and other professionals to
                  assist Agent in the disposition of any of the Pledged
                  Collateral. Each Pledgor acknowledges that the purpose of this
                  clause (h) is to provide non-exhaustive indications of what
                  actions or omissions by Agent would be commercially reasonable
                  in Agent's exercise of remedies against the Pledged Collateral
                  and that other actions or omissions by Agent shall not be
                  deemed commercially unreasonable solely on account of not
                  being indicated in this clause (h). Without limiting the
                  foregoing, nothing contained in this clause (h) shall be
                  construed to grant any rights to any Pledgor or to impose any
                  duties on Agent that would not have been granted or imposed by
                  this Pledge Agreement or by applicable law in the absence of
                  this clause (h).

         (i)      It is expressly agreed by each Pledgor that, anything herein
                  or in any other Loan Document to the contrary notwithstanding,
                  each Pledgor shall remain liable under each of its respective
                  Contractual Obligations, including the partnership agreement
                  or operating agreement of any issuer of Pledged Securities, to
                  observe and perform all the conditions

                                       14
<PAGE>

                  and obligations to be observed and performed by it thereunder.
                  None of Agent, any nominee thereof and any Lender shall have
                  any obligation or liability under any Contractual Obligation
                  by reason of or arising out of this Pledge Agreement or any
                  other Loan Document or the granting herein of a Lien thereon
                  or the receipt by Agent, any nominee thereof or any Lender of
                  any payment relating to any Contractual Obligation pursuant
                  hereto, nor any exercise by Agent, any nominee thereof or any
                  Lender of any rights of any Pledgor. None of Agent, any
                  nominee thereof and any Lender shall be required or obligated
                  in any manner to perform or fulfill any of the obligations of
                  any Pledgor under or pursuant to any Contractual Obligation,
                  or to make any payment, or to make any inquiry as to the
                  nature or the sufficiency of any payment received by it or the
                  sufficiency of any performance by any party under any
                  Contractual Obligation, or to present or file any claims, or
                  to take any action to collect or enforce any performance or
                  the payment of any amounts which may have been assigned to it
                  or to which it may be entitled at any time or times.

8.2      Agent Appointed Attorney-in-Fact

         (a)      To effectuate the terms and provisions hereof, each Pledgor
                  hereby appoints Agent as such Pledgor's attorney-in-fact for
                  the purpose, from and after the occurrence and during the
                  continuance of an Event of Default, of carrying out the
                  provisions of this Pledge Agreement and taking any action and
                  executing any instrument that Agent from time to time in
                  Agent's reasonable discretion may deem necessary or advisable
                  to accomplish the purposes of this Pledge Agreement. Without
                  limiting the generality of the foregoing, Agent shall, from
                  and after the occurrence and during the continuance of an
                  Event of Default, have the right and power to:

                  (i)      receive, endorse and collect all checks and other
                           orders for the payment of money made payable to such
                           Pledgor representing any interest or dividend or
                           other distribution or amount payable in respect of
                           the Pledged Collateral or any part thereof and to
                           give full discharge for the same;

                  (ii)     execute endorsements, assignments or other
                           instruments of conveyance or transfer with respect to
                           all or any of the Pledged Collateral;

                  (iii)    exercise all rights of such Pledgor as owner of the
                           Pledged Collateral including, without limitation, the
                           right to sign any and all amendments, instruments,
                           certificates, proxies, and other writings necessary
                           or advisable to exercise all rights and privileges of
                           (or on behalf of) the owner of the Pledged
                           Collateral, including, without limitation, all
                           voting, consent and other incidental rights of
                           ownership rights with respect to the Pledged
                           Securities;

                  (iv)     ask, demand, collect, sue for, recover, compound,
                           receive and give acquittance and receipts for moneys
                           due and to become due under or in respect of any of
                           the Pledged Collateral;

                  (v)      file any claims or take any action or institute any
                           proceedings that Agent may deem necessary or
                           desirable for the collection of any of the Pledged
                           Collateral or otherwise to enforce the rights of
                           Agent with respect to any of the Pledged Collateral;
                           and

                                       15
<PAGE>

                  (vi)     generally to sell, transfer, pledge, make any
                           agreement with respect to or otherwise deal with any
                           of the Pledged Collateral as fully and completely as
                           though Agent were the absolute owner thereof for all
                           purposes, and to do, at Agent's option and such
                           Pledgor's expense, at any time or from time to time,
                           all acts and things that Agent deems reasonably
                           necessary to protect, preserve or realize upon the
                           Pledged Collateral.

         (b)      Each Pledgor hereby ratifies and approves all acts of Agent
                  made or taken pursuant to this Section 8.2 (provided, that no
                  Pledgor by virtue of such ratification, releases any claim
                  that Pledgor may otherwise have against Agent for any such
                  acts made or taken by Agent through gross negligence or
                  willful misconduct). Neither Agent nor any person designated
                  by Agent shall be liable for any acts or omissions or for any
                  error of judgment or mistake of fact or law, except such as
                  may result from Agent's gross negligence or willful
                  misconduct. This power, being coupled with an interest, is
                  irrevocable so long as this Pledge Agreement shall remain in
                  force.

8.3      Agent's Duties of Reasonable Care

         (a)      Agent shall have the duty to exercise reasonable care in the
                  custody and preservation of any Pledged Collateral in its
                  possession, which duty shall be fully satisfied if such
                  Pledged Collateral is accorded treatment substantially equal
                  to that which Agent accords its own property and, with respect
                  to any calls, conversions, exchanges, redemptions, offers,
                  tenders or similar matters relating to any such Pledged
                  Collateral (herein called "events"),

                  (i)      Agent exercises reasonable care to ascertain the
                           occurrence and to give reasonable notice to Pledgors
                           of any events applicable to any Pledged Securities
                           that are registered and held in the name of Agent or
                           its nominee,

                  (ii)     Agent gives the applicable Pledgor reasonable notice
                           of the occurrence of any events of which Agent has
                           received actual knowledge, which events are
                           applicable to any securities that are in bearer form
                           or are not registered and held in the name of Agent
                           or its nominee (each Pledgor agreeing to give Agent
                           reasonable notice of the occurrence of any events of
                           which such Pledgor has knowledge, which events are
                           applicable to any securities in the possession of
                           Agent), and

                  (iii)    Agent endeavors to take such action with respect to
                           any of the events as any Pledgor may reasonably and
                           specifically request in writing in sufficient time
                           for such action to be evaluated and taken or, if
                           Agent reasonably believes that the action requested
                           would adversely affect the value of the Pledged
                           Collateral as collateral or the collection of the
                           Secured Obligations, or would otherwise prejudice the
                           interests of Agent, Agent gives reasonable notice to
                           such Pledgor that any such requested action will not
                           be taken and, if Agent makes such determination or if
                           such Pledgor fails to make such timely request, Agent
                           takes such other action as it deems advisable in the
                           circumstances.

                  (iv)     Except as hereinabove specifically set forth, Agent
                           shall have no further obligation to ascertain the
                           occurrence of, or to notify any Pledgor with respect
                           to, any events and shall not be deemed to assume any
                           such further obligation as a result of the
                           establishment by Agent of any internal procedures
                           with respect to

                                       16
<PAGE>

                           any securities in its possession, nor shall Agent be
                           deemed to assume any other responsibility for, or
                           obligation or duty with respect to, any Pledged
                           Collateral or its use of any nature or kind, or any
                           matter or proceedings arising out of or relating
                           thereto, including, without limitation, any
                           obligation or duty to take any action to collect,
                           preserve or protect its or any Pledgor's rights in
                           the Pledged Collateral or against any prior parties
                           thereto, but the same shall be at each Pledgor's sole
                           risk and responsibility at all times.

                  (v)      Each Pledgor waives any restriction or obligation
                           imposed on Agent under Sections 9-207(c)(1) and
                           9-207(c)(2) of the NYUCC.

8.4      Indemnification

         Each Pledgor hereby indemnifies and holds harmless Agent, each Lender
         and the respective officers, shareholders, directors, employees and
         agents of each thereof (each, an "Indemnified Party") from any claims,
         causes of action and demands at any time arising out of or with respect
         to this Pledge Agreement, the Secured Obligations, the Pledged
         Collateral and its use and/or any actions taken or omitted to be taken
         by such Indemnified Party with respect thereto (except such claims,
         causes of action and demands arising from the bad faith, gross
         negligence or willful misconduct of such Indemnified Party) and each
         Pledgor hereby agrees, jointly and severally, to hold each Indemnified
         Party harmless from and with respect to any and all such claims, causes
         of action and demands (except such claims, causes of action and demands
         arising from the gross negligence or willful misconduct of such
         Indemnified Party).

8.5      Prior Recourse

         Agent's prior recourse to any Pledged Collateral shall not constitute a
         condition of any demand, suit or proceeding for payment or collection
         of the Secured Obligations.

8.6      Agent May Perform

         If any Pledgor fails to perform any agreement contained herein, Agent
         may itself perform or cause performance of such agreement, and the
         expenses of Agent incurred in connection therewith shall be treated as
         provided in Section 7 hereof. Agent shall use reasonable efforts to
         notify Pledgor of any such performance by Agent, provided that failure
         to do so shall not affect Agent's rights hereunder, including rights of
         reimbursement relating to such performance.

9.       SURETYSHIP WAIVERS BY PLEDGOR; OBLIGATIONS ABSOLUTE

         (a)      Each Pledgor waives demand, notice, protest, notice of
                  acceptance of this Pledge Agreement, notice of loans made,
                  credit extended, collateral received or delivered or other
                  action taken in reliance hereon and all other demands and
                  notices of any description thereof, all in such manner and at
                  such time or times as Agent may deem advisable. Agent shall
                  have no duty as to the collection or protection of the Pledged
                  Collateral or any income thereon, nor as to the preservation
                  of rights against prior parties, nor as to the preservation of
                  any rights pertaining thereto beyond the safe custody thereof
                  as set forth in Section 8.3.

         (b)      All rights of Agent hereunder, the Security Interests and all
                  obligations of each Pledgor hereunder shall be absolute and
                  unconditional irrespective of (a) any lack of validity or
                  enforceability of the Credit Agreement, any other Loan
                  Document, any agreement with

                                       17
<PAGE>

                  respect to any of the Secured Obligations or any other
                  agreement or instrument relating to any of the foregoing, (b)
                  any change in the time, manner or place of payment of, or in
                  any other term of, all or any of the Secured Obligations, or
                  any other amendment or waiver of or any consent to any
                  departure from the Credit Agreement, any other Loan Document,
                  or any other agreement or instrument, (c) any exchange,
                  release or non-perfection of any Lien on other collateral, or
                  any release or amendment or waiver of or consent under or
                  departure from or any acceptance of partial payment thereon
                  and or settlement, compromise or adjustment of any Secured
                  Obligation or of any guarantee, securing or guaranteeing all
                  or any of the Secured Obligations, or (d) any other
                  circumstance that might otherwise constitute a defense
                  available to, or a discharge of, such Pledgor in respect of
                  the Secured Obligations or this Pledge Agreement other than
                  the defense of payment.

10.      MARSHALLING

         Agent shall not be required to marshal any present or future collateral
         security (including but not limited to this Pledge Agreement and the
         Pledged Collateral) for, or other assurances of payment of, the Secured
         Obligations or any of them or to resort to such collateral security or
         other assurances of payment in any particular order, and all of its
         rights hereunder and in respect of such collateral security and other
         assurances of payment shall be cumulative and in addition to all other
         rights, however existing or arising. To the extent that it lawfully
         may, each Pledgor hereby agrees that it shall not invoke any law
         relating to the marshalling of collateral which might cause delay in or
         impede the enforcement of Agent's rights under this Pledge Agreement or
         under any other instrument creating or evidencing any of the Secured
         Obligations or under which any of the Secured Obligations is
         outstanding or by which any of the Secured Obligations is secured or
         payment thereof is otherwise assured, and, to the extent that it
         lawfully may, Pledgor hereby irrevocably waives the benefits of all
         such laws.

11.      PROCEEDS OF DISPOSITIONS

         After deducting all expenses payable to Agent, including, without
         limitation, pursuant to Section 7, the residue of any proceeds of
         collection or sale of the Secured Obligations or Collateral shall, to
         the extent actually received in cash, be applied to the payment of the
         remaining Secured Obligations in such order or preference as is
         provided in the Credit Agreement (or, if not provided therein, as
         determined by Agent), proper allowance and provision being made for any
         Secured Obligations not then due or held as additional Collateral. Upon
         the final payment and satisfaction in full of all of the Secured
         Obligations and the termination of all commitments under the Credit
         Agreement and after making any payments required by Sections
         9-608(a)(1)(C) or 9-615(a)(3) of the NYUCC, any excess of any Pledged
         Collateral of any Pledgor shall be returned to such Pledgor, and in any
         event each Pledgor shall remain liable for any deficiency in the
         payment of the Secured Obligations. Upon the Termination Date and a
         release of all claims against Agent and Lenders, and so long as no
         suits, actions, proceedings, or claims are pending or threatened
         against any Indemnitee asserting any damages, losses or liabilities
         that are indemnified liabilities hereunder, Agent shall deliver to
         Pledgors termination statements and other documents necessary or
         appropriate to evidence the termination of the Liens securing payment
         of the Obligations.

12.      REINSTATEMENT

         This Pledge Agreement shall remain in full force and effect and
         continue to be effective should any petition be filed by or against any
         Pledgor for liquidation or reorganization, should any

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<PAGE>

         Pledgor become insolvent or make an assignment for the benefit of any
         creditor or creditors or should a receiver or trustee be appointed for
         all or any significant part of any Pledgor's assets, and shall continue
         to be effective or be reinstated, as the case may be, if at any time
         payment and performance of the Secured Obligations, or any part
         thereof, is, pursuant to applicable law, rescinded or reduced in
         amount, or must otherwise be restored or returned by any obligee of the
         Secured Obligations, whether as a "voidable preference," "fraudulent
         conveyance," or otherwise, all as though such payment or performance
         had not been made. In the event that any payment, or any part thereof,
         is rescinded, reduced, restored or returned, the Secured Obligations
         shall be reinstated and deemed reduced only by such amount paid and not
         so rescinded, reduced, restored or returned.

13.      MISCELLANEOUS

13.1     Notices

         Any notice or other communication required shall be in writing
         addressed to the respective party as set forth below and may be
         personally served, telecopied, sent by overnight courier service or
         U.S. mail and shall be deemed to have been given: (a) if delivered in
         person, when delivered; (b) if delivered by fax, on the date of
         transmission if transmitted on a Business Day before 4:00 p.m. New York
         Time; (c) if delivered by overnight courier, one (1) Business Day after
         delivery to the courier properly addressed; or (d) if delivered by U.S.
         mail, four (4) Business Days after deposit with postage prepaid and
         properly addressed.

         Notices shall be addressed as follows:

         (a)      If to any Pledgor:

                  c/o TELEX COMMUNICATIONS, INC.
                  12000 Portland Avenue South
                  Burnsville, Minnesota  55337
                  Attention: President and CEO
                  Telephone No.: (952) 887-7487
                  Telecopier No.: (952) 886-3773

         (b)      If to Agent:

                  GENERAL ELECTRIC CAPITAL CORPORATION
                  335 Madison Avenue, 12th Floor
                  New York, NY  10017
                  Attention: Telex Account Officer
                  Telephone No.: (212) 370-8000
                  Telecopier No.: (212) 370-8088

                  With a copy to:

                  GENERAL ELECTRIC CAPITAL CORPORATION
                  Capital Funding, Inc.
                  500 West Monroe Street
                  Chicago, IL  60661
                  Attention: Corporate Counsel

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                  Corporate Financial Services - Global Sponsor Finance
                  Telephone No.: (312) 441-7244
                  Telecopier No.: (312) 441-6876

                  and:

                  GENERAL ELECTRIC CAPITAL CORPORATION
                  201 High Ridge Road
                  Stamford, CT  06927-5100
                  Attention: Corporate Counsel
                  Corporate Financial Services - Global Sponsor Finance
                  Telephone No.: (203) 316-7552
                  Telecopier No.: (203) 316-7899

13.2     GOVERNING LAW; CONSENT TO JURISDICTION

         (a)      THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
                  SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
                  ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
                  WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE
                  DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL
                  OBLIGATIONS LAW.

         (b)      EACH PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE
                  OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW
                  YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION,
                  ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
                  PLEDGE AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE
                  LITIGATED IN SUCH COURTS. EACH PLEDGOR EXPRESSLY SUBMITS AND
                  CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND
                  WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PLEDGOR
                  HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND
                  AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON
                  PLEDGOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
                  REQUESTED, ADDRESSED TO SUCH PLEDGOR, AT THE ADDRESS SET FORTH
                  IN THIS PLEDGE AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE
                  TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. IN ANY
                  LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION
                  PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR ANY OF THE
                  OTHER LOAN DOCUMENTS, ALL THEN CURRENT DIRECTORS, OFFICERS,
                  EMPLOYEES AND AGENTS OF PLEDGORS OR ANY OF THEIR RESPECTIVE
                  SUBSIDIARIES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING
                  AGENTS OF PLEDGORS FOR PURPOSES OF ALL APPLICABLE LAW OR COURT
                  RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR
                  TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).
                  PLEDGORS AGREE THAT AGENT'S OR ANY LENDER'S COUNSEL IN ANY
                  SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE
                  INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY
                  DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT
                  PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION. PLEDGORS IN
                  ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO

                                       20
<PAGE>

                  PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME
                  AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL
                  PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER
                  FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE
                  DISPUTE.

13.3     WAIVER OF JURY TRIAL, ETC.

         EACH PLEDGOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
         CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PLEDGE AGREEMENT AND
         THE OTHER LOAN DOCUMENTS. EACH PLEDGOR ACKNOWLEDGES THAT THIS WAIVER IS
         A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT AGENT
         HAS RELIED ON THE WAIVER IN ENTERING INTO THIS PLEDGE AGREEMENT AND THE
         OTHER LOAN DOCUMENTS AND WILL CONTINUE TO RELY ON THE WAIVER IN THEIR
         RELATED FUTURE DEALINGS. EACH PLEDGOR WARRANTS AND REPRESENTS THAT SUCH
         PLEDGOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH
         LEGAL COUNSEL, AND THAT SUCH PLEDGOR KNOWINGLY AND VOLUNTARILY WAIVES
         ITS JURY TRIAL RIGHTS.

13.4     Counterparts; Effectiveness

         This Pledge Agreement and any amendments, waivers, consents or
         supplements may be executed in any number of counterparts and by
         different parties hereto in separate counterparts, each of which when
         so executed and delivered shall be deemed an original, but all of which
         counterparts together shall constitute but one in the same instrument.
         This Pledge Agreement shall become effective upon the execution of a
         counterpart hereof by each of the parties hereto.

13.5     Headings

         Section and subsection headings are included herein for convenience of
         reference only and shall not constitute a part of this Pledge Agreement
         for any other purposes or be given substantive effect.

13.6     No Strict Construction

         The parties hereto have participated jointly in the negotiation and
         drafting of this Pledge Agreement. In the event an ambiguity or
         question of intent or interpretation arises, this Pledge Agreement
         shall be construed as if drafted jointly by the parties hereto and no
         presumption or burden of proof shall arise favoring or disfavoring any
         party by virtue of the authorship of any provisions of this Pledge
         Agreement.

13.7     Severability

         The invalidity, illegality, or unenforceability in any jurisdiction of
         any provision under the Pledge Agreement shall not affect or impair the
         remaining provisions in the Pledge Agreement.

13.8     Survival of Agreement

         All covenants, agreements, representations and warranties made by
         Pledgors herein and in the certificates or other instruments prepared
         or delivered in connection with or pursuant to this

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<PAGE>

         Pledge Agreement shall be considered to have been relied upon by Agent
         and shall survive the execution and delivery of the Credit Agreement
         and the advance of all extensions of credit contemplated thereby,
         regardless of any investigation made by Agent, and shall continue in
         full force and effect until this Pledge Agreement shall terminate (or
         thereafter to the extent provided herein).

13.9     Binding Effect; Several Agreement

         This Pledge Agreement and all obligations of each Pledgor hereunder
         shall be binding upon the successors and permitted assigns of such
         Pledgor (including any debtor-in-possession on behalf of such Pledgor)
         and shall, together with the rights and remedies of Agent, for the
         benefit of Agent and Lenders, hereunder, inure to the benefit of Agent
         and Lenders, all future holders of any instrument evidencing any of the
         Secured Obligations and their respective successors and permitted
         assigns except that Pledgors may not assign any of their rights or
         obligations hereunder without the written consent of all Lenders which
         assignment without such consent shall be void. No sales of
         participations, other sales, assignments, transfers or other
         dispositions of any agreement governing or instrument evidencing the
         Secured Obligations or any portion thereof or interest therein shall in
         any manner impair the Lien granted to Agent, for the benefit of Agent
         and Lenders, hereunder.

13.10    No Waiver; Cumulative Remedies

         Neither Agent nor any Lender shall by any act, delay, omission or
         otherwise be deemed to have waived any of its rights or remedies
         hereunder, and no waiver shall be valid unless in writing, signed by
         Agent and then only to the extent therein set forth. A waiver by Agent
         of any right or remedy hereunder on any one occasion shall not be
         construed as a bar to any right or remedy which Agent would otherwise
         have had on any future occasion. No failure to exercise nor any delay
         in exercising on the part of Agent or any Lender, any right, power or
         privilege hereunder, shall operate as a waiver thereof, nor shall any
         single or partial exercise of any right, power or privilege hereunder
         preclude any other or future exercise thereof or the exercise of any
         other right, power or privilege. The rights and remedies hereunder
         provided are cumulative and may be exercised singly or concurrently,
         and are not exclusive of any rights and remedies provided by law. None
         of the terms or provisions of this Pledge Agreement may be waived,
         altered, modified or amended except by an instrument in writing, duly
         executed by Agent and each Pledgor.

13.11    Limitation by Law

         All rights, remedies and powers provided in this Pledge Agreement may
         be exercised only to the extent that the exercise thereof does not
         violate any applicable provision of law, and all the provisions of this
         Pledge Agreement are intended to be subject to all applicable mandatory
         provisions of law that may be controlling and to be limited to the
         extent necessary so that they shall not render this Pledge Agreement
         invalid, unenforceable, in whole or in part, or not entitled to be
         recorded, registered or filed under the provisions of any applicable
         law.

13.12    Termination of this Agreement

         Subject to Section 12 hereof, this Pledge Agreement shall terminate
         upon the Termination Date. Following the termination of this agreement,
         Agent shall, upon reasonable request, and at the sole cost and expense
         of Pledgors, execute such termination statements and other releases (in
         form and substance reasonably satisfactory to Agent) with respect to
         security granted hereunder, and Agent shall at such time transfer any
         original shares of stock, certificates, instruments and other

                                       22
<PAGE>

         documents evidencing or representing the Pledged Collateral delivered
         to the Agent hereunder to the Pledgors, without recourse and without
         representation or warranty. In the event that all Obligations have been
         completely discharged and all Commitments are terminated, Agent shall
         (except to the extent otherwise required by applicable law) deliver (i)
         all the Pledged Collateral (other than Pledged Borrower Stock) at the
         time subject to the "Security Agreement" (as such term is defined in
         the Senior Notes Indenture) to the Senior Notes Trustee, to be held
         thereby as collateral subject to the Second Lien or applied to the
         obligations secured thereby and (ii) all Pledged Borrower Stock at the
         time subject to the "Pledge Agreement" (as such term is defined in the
         Senior Subordinated Notes Indenture) to the Senior Subordinated Notes
         Trustee to be held as collateral subject to the Second Lien or applied
         to the obligations secured thereby.

13.13    Advice of Counsel

         Each of the parties represents to each other party hereto that it has
         discussed this Pledge Agreement and, specifically, the provisions of
         Section 13.2 and Section 13.3, with its counsel.

13.14    Intercreditor Agreements

         The security interest of Agent in favor of Lenders granted hereunder
         and the rights of such parties in respect thereof shall be subject to
         and entitled to the benefits of the terms of (i) the Intercreditor
         Agreement referred to in clause (i) of the definition of "Intercreditor
         Agreements" and Section 12.02 of the Senior Notes Indenture with
         respect to the Collateral, other than the Pledged Borrower Stock,
         subject to the "Security Agreement" (as such term is defined in the
         Senior Notes Indenture) and (ii) the Intercreditor Agreement referred
         to in clause (ii) of the definition of "Intercreditor Agreements" and
         Section 12.2 of the Senior Subordinated Notes Indenture with respect to
         the Pledged Borrower Stock subject to the "Pledge Agreement" (as such
         term is defined in the Senior Subordinated Notes Indenture).

                            [SIGNATURE PAGE FOLLOWS]

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<PAGE>

IN WITNESS WHEREOF, intending to be legally bound, each Pledgor has caused this
Pledge Agreement to be duly executed as of the date first above written.

                                    TELEX COMMUNICATIONS, INC.,
                                    as Pledgor

                                    By: ________________________________________
                                        Name: Gregory Richter
                                        Title: Chief Financial Officer

                                    TELEX COMMUNICATIONS HOLDINGS, INC.,
                                    as Pledgor

                                    By: ________________________________________
                                        Name: Gregory Richter
                                        Title: Chief Financial Officer

                                    TELEX COMMUNICATIONS
                                    INTERMEDIATE HOLDINGS, LLC,
                                    as Pledgor

                                    By: ________________________________________
                                        Name: Gregory Richter
                                        Title: Chief Financial Officer

                                    TELEX COMMUNICATIONS INTERNATIONAL, LTD.,
                                    as Pledgor

                                    By: ________________________________________
                                        Name: Gregory Richter
                                        Title: Chief Financial Officer

                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Agent

                                    By: ________________________________________
                                        Name:
                                        Title: Authorized Signatory

                    SIGNATURE PAGE TO TELEX PLEDGE AGREEMENT