<PAGE>

                                                                    EXHIBIT 4.14


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                              COLLATERAL AGREEMENT

                                   dated as of

                                 March 12, 2004,

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,

             THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY
                          identified as Grantors herein

                                       and

                            Wilmington Trust Company,

                               as Collateral Agent

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
ARTICLE I Definitions                                                                                    1

SECTION 1.01.   Certain Defined Terms.............................................................       1

ARTICLE II Intercreditor Agreement                                                                      11

SECTION 2.01.   Intercreditor Agreement...........................................................      11

ARTICLE III Pledge of Securities                                                                        11

SECTION 3.01.   Pledge............................................................................      11

SECTION 3.02.   Voting Rights; Dividends and Interest.............................................      11

ARTICLE IV Security Interests in Personal Property                                                      13

SECTION 4.01.   Creation of Security Interests....................................................      13

SECTION 4.02.   Certain Filings...................................................................      13

SECTION 4.03.   Representations and Warranties....................................................      13

SECTION 4.04.   Covenants.........................................................................      14

SECTION 4.05.   Other Actions.....................................................................      16

SECTION 4.06.   Covenants Regarding Patent, Trademark and Copyright Collateral....................      17

SECTION 4.07.   Lockbox System....................................................................      19

SECTION 4.08.   Insurance.........................................................................      20

SECTION 4.09.   Liens.............................................................................      20

ARTICLE V Other Pledges, Mortgage and Other Security Interests                                          20

SECTION 5.01.   Summary of Certain Other Security Documents.......................................      20

SECTION 5.02.   Other Security Documents Subject to this Agreement................................      20

ARTICLE VI Remedies                                                                                     21

SECTION 6.01.   Remedies Upon Default.............................................................      21

SECTION 6.02.   Exercise of Remedies under Other Security Documents...............................      22
</TABLE>

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<TABLE>
<S>                                                                                                     <C>
SECTION 6.03.   Application of Proceeds...........................................................      23

SECTION 6.04.   Grant of License to Use Intellectual Property.....................................      23

SECTION 6.05.   Securities Act....................................................................      24

SECTION 6.06.   Registration......................................................................      24

ARTICLE VII Indemnity, Subrogation and Subordination                                                    25

SECTION 7.01.   Indemnity and Subrogation.........................................................      25

SECTION 7.02.   Contribution and Subrogation......................................................      25

SECTION 7.03.   Subordination.....................................................................      25

ARTICLE VIII Acts of Secured Parties; Amounts of Obligations                                            26

SECTION 8.01.   Acts of Secured Parties...........................................................      26

SECTION 8.02.   Determination of Amounts of Obligations and Existence of Events of
                Default; Acceleration.............................................................      26

ARTICLE IX Duties of Collateral Agent                                                                   27

SECTION 9.01.   Notices to Trustee and Representatives............................................      27

SECTION 9.02.   Actions Under this Agreement......................................................      27

ARTICLE X Concerning the Collateral Agent                                                               27

SECTION 10.01.  Limitations on Responsibility of Collateral Agent.................................      27

SECTION 10.02.  Reliance by Collateral Agent; Indemnity Against Liabilities, etc..................      28

SECTION 10.03.  Appointment, Resignation and Removal of the Collateral Agent......................      30

SECTION 10.04.  Expenses and Indemnification......................................................      30

ARTICLE XI Designated Pari Passu Obligations                                                            31

SECTION 11.01.  Designation.......................................................................      31

ARTICLE XII Subordination of Intercompany Indebtedness                                                  32

SECTION 12.01.  Subordination.....................................................................      32

SECTION 12.02.  Dissolution or Insolvency.........................................................      32
</TABLE>

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<TABLE>
<S>                                                                                                     <C>
SECTION 12.03.  Subrogation.......................................................................      32

SECTION 12.04.  Other Creditors...................................................................      32

SECTION 12.05.  No Waiver.........................................................................      33

SECTION 12.06.  Obligations Hereunder Not Affected................................................      33

ARTICLE XIII Miscellaneous                                                                              34

SECTION 13.01.  Notices...........................................................................      34

SECTION 13.02.  Waivers; Amendment................................................................      34

SECTION 13.03.  Collateral Agent's Fees and Expenses; Indemnification.............................      34

SECTION 13.04.  Successors and Assigns............................................................      35

SECTION 13.05.  Survival of Agreement.............................................................      35

SECTION 13.06.  Counterparts; Effectiveness; Several Agreement....................................      35

SECTION 13.07.  Severability......................................................................      36

SECTION 13.08.  Governing Law; Jurisdiction; Consent to Service of Process........................      36

SECTION 13.09.  WAIVER OF JURY TRIAL..............................................................      36

SECTION 13.10.  Headings..........................................................................      37

SECTION 13.11.  Security Interest Absolute........................................................      37

SECTION 13.12.  Termination or Release............................................................      37

SECTION 13.13.  Additional Grantors...............................................................      37

SECTION 13.14.  Collateral Agent Appointed Attorney-in-Fact.......................................      37

SECTION 13.15.  Secured Party Obligations.........................................................      38
</TABLE>

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<PAGE>

Schedules

Schedule I      Aircraft
Schedule II     Control Agreements
Schedule III    Foreign Pledge Agreements
Schedule IV     Material Intellectual Property
Schedule V      County Lien Searches

Exhibits

Exhibit I       Form of Accession Agreement
Exhibit II      Form of Perfection Certificate

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<PAGE>

                                    COLLATERAL AGREEMENT dated as of March 12,
                           2004, among THE GOODYEAR TIRE & RUBBER COMPANY (the
                           "Company"), the Subsidiaries of the Company
                           identified herein and WILMINGTON TRUST COMPANY, as
                           Collateral Agent.

                  Reference is made to the Indenture and the Intercreditor
Agreement (such terms, and each other capitalized term used and not otherwise
defined herein, having the meaning assigned to it in Article I). Wells Fargo
Bank, N.A., as trustee (the "Trustee") has agreed to enter into the Indenture
and the Investors and Noteholders have agreed to purchase the Notes on the terms
and subject to the conditions set forth in the Indenture. The obligations of the
Investors to purchase the Notes are conditioned upon, among other things, the
execution and delivery of this Agreement by the Company and the other Grantors.
The Grantors, other than the Company, are subsidiaries of the Company, will
derive substantial benefits from the extension of credit to the Company pursuant
to the Indenture and are willing to execute and deliver this Agreement in order
to induce the Investors and the Noteholders to purchase the Notes issued under
the Indenture. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. Certain Defined Terms. (a) All terms defined in
the New York UCC (as defined herein) and not defined in this Agreement have the
meanings specified therein; the term "instrument" shall have the meaning
specified in Article 9 of the New York UCC.

                  (b) All terms defined in the Indenture and not defined in this
Agreement have the meanings specified therein. All terms defined in the
Intercreditor Agreement not defined in this Agreement or the Indenture have the
meanings specified therein. The rules of construction specified in Section 1.04
of the Indenture shall also apply to this Agreement.

                  (c) As used in this Agreement, the following terms have the
meanings specified below:

                  "ABL Facilities Agreement" means the Term Loan and Revolving
Credit Agreement dated as of March 31, 2003, as amended on February 19, 2004,
among the Company, certain lenders, JPMorgan Chase Bank, as administrative
agent, Citicorp USA Inc., as syndication agent, and Bank of America, N.A. and
The CIT Group/Business Credit, Inc., as documentation agents.

                  "Accession Agreement" means an accession agreement
substantially in the form of Exhibit I under which a Representative of the
holders of Designated Pari Passu Obligations shall become a party hereto and
appoint the Collateral Agent as collateral agent for such Representative on
behalf of the holders of such Designated Pari Passu Obligations.

                  "Account Debtor" means any Person who is or who may become
obligated to any Current Assets Grantor under, with respect to or on account of
an Account.

                  "Act" has the meaning assigned to such term in Section 8.01.

                  "Additional Subsidiary Agreement" has the meaning assigned to
such term in Section 13.14.

<PAGE>

                  "Aircraft" means all airships, airplanes, helicopters and
other aircraft owned on the date hereof or hereafter acquired by any Other
Collateral Grantor, including those listed on Schedule I hereto, as updated from
time to time pursuant to Section 4.04(c).

                  "Aircraft Collateral" means the Aircraft, Aircraft Parts and
Aircraft Log Books.

                  "Aircraft Log Books" means any and all log books, maintenance
records, airworthiness certificates, registration documents and other records
and documents relating to the Aircraft or Aircraft Parts.

                  "Aircraft Parts" means all engines and propellers (whether or
not affixed to any Aircraft) owned by any Other Collateral Grantor and used or
intended for use in connection with the Aircraft, and all avionics equipment,
radio equipment, navigation equipment, radar equipment and other equipment,
appliances, accessories and accessions used or intended for use in connection
with the Aircraft.

                  "Article 9 Collateral" means the Current Assets Collateral and
the Other Collateral.

                  "Bankruptcy Code" means Title 11 of the U.S. Code.

                  "Canadian Intellectual Property Collateral" means all
Intellectual Property in which security interests are created under the Canadian
Security Agreements.

                  "Canadian Security Agreements" means the Canadian Collateral
Agreement dated as of March 12, 2004 between Goodyear Canada Inc. and the
Collateral Agent, the Quebec Hypothec and the other Canadian Security Documents
(as such terms are defined in the Canadian Collateral Agreement).

                  "Claiming Party" has the meaning assigned to such term in
Section 7.02.

                  "Collateral" means the Pledged Collateral, the Current Assets
Collateral and the Other Collateral.

                  "Collateral Agent" means Wilmington Trust Company and any
successors thereof appointed in accordance with the terms of this Agreement and,
as applicable, the Indenture and any Designated Pari Passu Obligations Governing
Document, in each case as collateral agent for the holders of the Note
Obligations and the Designated Pari Passu Obligations.

                  "Collateral Agent Obligations" means all obligations, monetary
and otherwise, of any Indenture Party to the Collateral Agent, or to its Related
Parties, in connection with acts or omissions related to its role as Collateral
Agent under the Noteholder Documents, the Intercreditor Agreement or any
Designated Pari Passu Obligations Governing Document, including, without
limitation, fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including attorneys' and other agents'
fees, costs and expenses and monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding).

                  "Consent Asset" means any asset or right of a Grantor the
creation of a security interest in which would be prohibited by or not be
effective under applicable law or would violate or result in a default under any
agreement or instrument in effect on the date hereof (or in the case of any
future grantor on the date it becomes a Grantor) between such Grantor and any
Person other than (a) the Company, (b) any Wholly Owned Subsidiary (as defined
in the Indenture) or (c) any Subsidiary that is not a Wholly

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<PAGE>

Owned Subsidiary unless the waiver of such default or violation would require
the consent of any Person other than the Company or another Subsidiary;
provided, however, that no asset or right shall be a Consent Asset to the extent
that Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in
effect in the applicable jurisdiction, or any other law of the applicable
jurisdiction, shall permit (and excuse any default or violation resulting from)
the creation of a security interest in such asset or right notwithstanding the
provision of such agreement or instrument prohibiting the creation of a security
interest therein or shall render such provision unenforceable.

                  "Consent Subsidiary" has the meaning assigned to such term in
the Indenture.

                  "Contributing Party" has the meaning assigned to such term in
Section 7.02.

                  "Control Agreements" means the agreements listed on Schedule
II.

                  "Control Notice" has the meaning assigned to such term in each
Lockbox Agreement.

                  "Copyright License" means any written agreement, now or
hereafter in effect, granting any right to any third party under any copyright
now or hereafter owned by any Other Collateral Grantor or that such Other
Collateral Grantor otherwise has the right to license, or granting any right to
any Other Collateral Grantor under any copyright now or hereafter owned by any
third party, and all rights of such Other Collateral Grantor under any such
agreement.

                  "Copyrights" means all of the following now owned or hereafter
acquired by any Other Collateral Grantor: (a) all copyright rights in any work
subject to the copyright laws of the United States or any other country, whether
as author, assignee, transferee or otherwise, and (b) all registrations and
applications for registration of any such copyright in the United States or any
other country, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright Office.

                  "Current Assets Collateral" means any and all of the following
assets and properties now owned or at any time hereafter acquired by any Current
Assets Grantor or in which such Current Assets Grantor now has or at any time in
the future may acquire any right, title or interest: (a) all Accounts; (b) all
Chattel Paper; (c) all Deposit Accounts (and all cash, checks and other
negotiable instruments, funds and other evidences of payment held therein); (d)
all Inventory; (e) to the extent evidencing, governing, securing or otherwise
related to the items referred to in the preceding clauses (a), (b), (c) and (d),
all Documents, General Intangibles (other than Intellectual Property and, in the
case of any Current Assets Grantor that is organized under the laws of Canada or
one or more provinces thereof, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap
Agreements and other agreements), goodwill, registrations and franchises),
Instruments, Investment Property (other than (i) Pledged Equity Interests, (ii)
the Equity Interests described in clauses (b), (c), (d) and (e) of the
definition of Excluded Security Interests and (iii) Proceeds in respect of
Equity Interests described in clauses (i), (ii) and (iii)) and Letter of Credit
Rights; (f) all books and records related to the foregoing; and (g) all Proceeds
of any and all of the foregoing and all collateral security and guarantees given
by any Person with respect to any of the foregoing.

                  "Current Assets Grantors" means the Company, each Subsidiary
that is listed as a Current Assets Grantor on the signature pages hereto or that
becomes a Current Assets Grantor pursuant to Section 13.14.

                  "Deposit Account Institution" means each financial institution
at which a Deposit Account in the Lockbox System is maintained.

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                  "Designated Pari Passu Obligations" has the meaning assigned
to such term in Section 11.01.

                  "Designated Pari Passu Obligations Governing Documents" means,
as to any Designated Pari Passu Obligations, the credit agreement, note
agreement, indenture or other instrument or document under which such Designated
Pari Passu Obligations shall have been issued or incurred.

                  "Designated Pari Passu Obligations Secured Parties" means, at
any time, each holder of, or obligee in respect of, any Designated Pari Passu
Obligations outstanding at such time.

                  "Effective Date" means the date of this Agreement.

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in limited liability companies, beneficial
interests in trusts or other equity ownership interests in any Persons, and any
warrants, options or other rights entitling the holders thereof to purchase or
acquire any such equity interests.

                  "European Facilities Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of March 31, 2003, among Goodyear
Dunlop Tires Europe B.V., the other borrowers thereunder, certain lenders,
JPMorgan Chase Bank, as administrative agent, and Deutsche Bank AG, as
syndication agent.

                  "Event of Default" means an Event of Default under and as
defined in the Indenture or any Designated Pari Passu Obligations Governing
Document.

                  "Excluded Operating Account" means payroll and other operating
accounts of the Company or any other Current Assets Grantor that are not used to
receive (a) payments from any Account Debtor in respect of Accounts or (b)
payments in respect of Inventory, and that contain only such amounts as are
required in the Company's or such other Current Assets Grantor's good faith
judgment for near-term operational purposes.

                  "Excluded Security Interests" means (a) Equity Interests in
any Subsidiary with consolidated assets not greater than $10,000,000 as of
September 30, 2003, or if such Equity Interests are acquired by the Company or a
Subsidiary after the date hereof, as of the end of the most recent fiscal
quarter for which financial statements have been filed with the SEC, (b) Equity
Interests in any Consent Subsidiary, (c) Equity Interests in Goodyear Canada
Inc. and Goodyear S.A., (d) Equity Interests in any Foreign Subsidiary with
respect to which a Financial Officer has delivered an Officer's Certificate
Certificate certifying that the Company has determined, on the basis of
reasonably inquiries in the jurisdiction of such Foreign Subsidiary, that such
pledge would affect materially and adversely the ability of such Foreign
Subsidiary to conduct its business in such jurisdiction and (e) that portion of
capital stock or other securities of any Subsidiary having a value (defined as
the principal amount, par value, book value as carried by the Company or market
value, whichever is greatest) that, when considered in the aggregate with all
other capital stock or other securities of such Subsidiary subject to a security
interest securing the Note Obligations, exceeds 19.99% of the principal amount
of the then outstanding Notes (such portion, the "Excluded Securities");
provided, however, that in the event that Rule 3-16 of Regulation S-X under the
Securities Act of 1933, as now or hereafter in effect, is amended, modified or
interpreted by the Securities and Exchange Commission to require (or is replaced
with another rule or regulation or any other law, rule or regulation is adopted,
which would require) the filing with the Securities and Exchange Commission (or
any other governmental agency) of separate financial statements of any
Subsidiary due to the fact that such Subsidiary's capital stock or other
securities secure the Note Obligations, then the Excluded Securities of such
Subsidiary shall automatically be deemed to include

                                       4
<PAGE>

that part of the capital stock and other securities of such Subsidiary such that
such Subsidiary remains exempt from such requirement, and in such event, this
Agreement may be amended or modified, without the consent of any Noteholder or
other Secured Party, for so long as and to the extent necessary to release the
security interests in the Excluded Securities securing the Note Obligations;
provided further, however, that the holders of Designated Pari Passu Obligations
will continue to be secured by a security interest in any Excluded Securities
unless specified to the contrary in the applicable Accession Agreement.
Notwithstanding the foregoing, if any Priority Lien Obligation (as defined in
the Indenture) or Designated Pari Passu Lien Obligation is secured by a security
interest in any securities that are Excluded Securities, such obligation is
registered under the Securities Act of 1933, as now or hereafter in effect, and
in connection with such registration, the Company is required to file with the
Securities and Exchange Commission (or any other governmental agency) separate
financial statements of the Subsidiary of the Company that is the issuer of such
securities, then such securities will not be considered Excluded Securities and
will be deemed part of Pledged Collateral to secure Note Obligations.

                  "FAA" means the Federal Aviation Administration or the United
States Department of Transportation or both, as the context may require, or any
successors thereto.

                  "Federal Securities Laws" has the meaning assigned to such
term in Section 6.05.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or any assistant treasurer of the
Company.

                  "Foreign Pledge Agreement" means a pledge agreement securing
the Obligations or any of them that is governed by the law of a jurisdiction
other than the United States of America and reasonably satisfactory in form and
substance to the Collateral Agent.

                  "Foreign Subsidiary" means any Subsidiary organized under the
laws of a jurisdiction other than the United States of America or any of its
territories or possessions or any political subdivision thereof.

                  "General Intangibles" means, as to any Grantor, all choses in
action and causes of action and all other intangible personal property of every
kind and nature (other than Accounts) now owned or hereafter acquired by such
Grantor, including to the extent relevant corporate or other business records,
indemnification claims, contract rights (including rights under leases, whether
entered into as lessor or lessee, Swap Agreements and other agreements),
Intellectual Property, goodwill, registrations, franchises, tax refund claims
and, in the case of any Current Assets Grantor only, any letter of credit,
guarantee, claim, security interest or other security held by or granted to such
Grantor to secure payment by an Account Debtor of any Accounts.

                  "Grantor" means each of the Current Assets Grantors and the
Other Collateral Grantors.

                  "Guarantor" means any Subsidiary that has issued a Subsidiary
Guarantee (as defined in the Indenture).

                  "Indemnified Party" has the meaning assigned to such term in
Section 10.04.

                  "Indenture" means the Indenture dated as of March 12, 2004,
among the Company, as Issuer, the Guarantors and Wells Fargo Bank, N.A., as
Trustee, as amended, extended, renewed, restated, supplemented or otherwise
modified from time to time.

                  "Indenture Parties" means the Company and each Guarantor.

                                       5
<PAGE>

                  "Intellectual Property" means, as to any Grantor, all
intellectual and similar property of every kind and nature now owned or
hereafter acquired by such Grantor, including inventions, designs, Patents,
Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary
technical and business information, know-how, show-how or other data or
information, software and databases and all embodiments or fixations thereof and
related documentation, registrations and franchises, and all additions,
improvements and accessions to, and books and records describing or used in
connection with, any of the foregoing.

                  "Intercompany Indebtedness" means any Indebtedness (as defined
in the Indenture) of the Company or any Subsidiary to the Company or any other
Subsidiary.

                  "Intercompany Obligor" means, with respect to any Intercompany
Indebtedness, the obligor in respect of such Intercompany Indebtedness.

                  "Intercreditor Agreement" means the Lien Subordination and
Intercreditor Agreement dated as of March 12, 2004, among JPMorgan Chase Bank,
as Credit Facilities Collateral Agent, Wilmington Trust Company, as Note
Collateral Agent, the Company, the Subsidiaries named therein and any other
persons becoming parties thereto in accordance with the provisions thereof.

                  "License" means any Patent License, Trademark License,
Copyright License or other license or sublicense agreement to which any Other
Collateral Grantor is a party.

                  "Local Collection Account" means a deposit account of a
Grantor not subject to the control of the Collateral Agent pursuant to the
Lockbox System; provided that (a) such account shall not receive any payments in
respect of Accounts or Inventory other than that generated or sold by the
Company's retail or Wingfoot divisions and (b) the applicable Grantor shall
irrevocably instruct the Deposit Account Institution at which such deposit
account is maintained to remit all funds on deposit in such deposit account to a
Deposit Account in the Lockbox System periodically, and in no event less
frequently than weekly, such instructions to be given, in the case of a Local
Collection Account opened after the Effective Date, as promptly as practicable
(and in no event later than 10 Business Days (as defined in the Indenture))
after the opening of such Local Collection Account.

                  "Lockbox System" has the meaning assigned to such term in
Section 4.07.

                  "Master Guarantee and Collateral Agreement" has the meaning
assigned to such term in the Intercreditor Agreement.

                  "Material Adverse Change" means a material adverse change in
or effect on (a) the business, operations, properties, assets or financial
condition (including as a result of the effects of any contingent liabilities
thereon) of the Company and its Subsidiaries, taken as a whole, (b) the ability
of the Company and the Guarantors, taken as a whole, to perform obligations
under the Noteholders Documents that are material to the rights or interests of
the Noteholders or (c) the rights of or benefits available to the Noteholders
under the Noteholder Documents that are material to the interests of the
Noteholders.

                  "Material Intellectual Property" means all Intellectual
Property of the Other Collateral Grantors, other than Intellectual Property that
in the aggregate is not material to the business of the Company and the
Subsidiaries, taken as a whole.

                  "Mortgage" means the Fourth Priority Open-End Mortgage,
Assignment of Leases and Rents, Security Agreement and Financing Statement From
the Company to the Collateral Agent, dated as of March 12, 2004, with respect to
the Company's corporate headquarters in Akron, Ohio.

                                       6
<PAGE>

                  "Mortgaged Property" means the property subject to the
Mortgage to the extent that such property does not constitute a Senior Unsecured
Indenture Property or a "manufacturing facility" as defined in the Swiss Franc
Bond Agreement.

                  "New Control Agreement" means, with respect to each Control
Agreement, such Control Agreement as amended, supplemented or otherwise modified
in form and substance reasonably satisfactory to the Collateral Agent (which
their execution thereof shall evidence); provided that any amendment, supplement
or modification to any Control Agreement substantially similar to the amendments
made to the Blocked Account Control Agreement, dated as of May 15, 2003, by and
among the Company, the Credit Agent and JPMorgan Chase Bank, in its capacity as
depository bank, shall be deemed to be reasonably satisfactory to the Collateral
Agent.

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

                  "Note Obligations" means (a) the due and punctual payment of
(i) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Notes, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) all other monetary obligations
of the Company or any of its Subsidiaries to any of the Note Secured Parties
under any Noteholder Document or the Intercreditor Agreement, including fees,
costs, expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) and (iv) all
amounts due under any guarantee of any of the foregoing, including any guarantee
contained in the Indenture, and (b) the due and punctual performance of all
other obligations of the Company or any of its Subsidiaries to any of the Note
Secured Parties under any Noteholder Document.

                  "Note Secured Parties" means, at any time, the Trustee, the
Collateral Agent and each other holder of, or obligee in respect of, any Note
Obligations outstanding at such time.

                  "Noteholder Documents" means the Indenture, the Notes, this
Agreement, the Other Security Documents, and such other agreements, instruments
and certificates executed and delivered pursuant to any Noteholder Document at
any time or otherwise evidencing or securing any Note Obligations.

                  "Noteholders" means the holders of the Notes.

                  "Notes" or "Senior Secured Notes" means the 11% Senior Secured
Notes due 2011 and the Senior Secured Floating Rate Notes due 2011 issued on the
Effective Date and any Additional Securities.

                  "Obligations" means the Note Obligations, the Designated Pari
Passu Obligations and the Collateral Agent Obligations.

                  "Other Collateral" means any and all of the following assets
and properties (other than assets or properties constituting Senior Unsecured
Indenture Properties or "manufacturing facilities" under and as defined in the
Swiss Franc Bond Agreement) now owned or at any time hereafter acquired by any
Other Collateral Grantor or in which such Other Collateral Grantor now has or at
any time in the future may acquire any right, title or interest: (a) all
Documents; (b) all Equipment (other than fixtures to real property not
constituting the Mortgaged Property); (c) all General Intangibles (including
Intellectual

                                       7
<PAGE>

Property); (d) all Instruments; (e) all Investment Property (other than (i)
Pledged Equity Interests, (ii) the Equity Interests described in clauses (b),
(c), (d) and (e) of the definition of Excluded Equity Interests and (iii)
Proceeds in respect of Equity Interests described in clauses (i), (ii) and
(iii)); (f) all Letter-of-Credit rights; (g) all books and records pertaining to
any of the foregoing; (h) all Aircraft Collateral; and (i) to the extent not
otherwise included, all Proceeds and products of any and all of the foregoing
and all collateral security and guarantees given by any Person with respect to
any of the foregoing; provided, however, that, notwithstanding any of the
foregoing provisions of this definition, the Other Collateral shall not include
any (i) Current Assets Collateral or (ii) Consent Assets.

                  "Other Collateral Grantors" means the Company and each
Subsidiary that is listed as an Other Collateral Grantor on the signature pages
hereto or that becomes an Other Collateral Grantor pursuant to Section 13.14.

                  "Other Security Documents" means the Mortgage, the Canadian
Security Agreements, the Foreign Pledge Agreements and the New Control
Agreements.

                  "Patent License" means any written agreement, now or hereafter
in effect, granting to any third party any right to make, use or sell any
invention on which a patent, now or hereafter owned by Other Collateral Grantor
or that any Other Collateral Grantor otherwise has the right to license, is in
existence, or granting to any Other Collateral Grantor any right to make, use or
sell any invention on which a patent, now or hereafter owned by any third party,
is in existence, and all rights of any such Grantor under any such agreement.

                  "Patents" means all of the following now owned or hereafter
acquired by any Other Collateral Grantor: (a) all letters patent of the United
States or the equivalent thereof in any other country, all registrations and
recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations,
recordings and pending applications in the United States Patent and Trademark
Office or any similar offices in any other country, including those listed on
Schedule II to the Perfection Certificate, as updated from time to time pursuant
to Section 4.04(c), and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.

                  "Perfection Certificate" means a certificate substantially in
the form of Exhibit II.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

                  "Pledged Collateral" means (a) the Pledged Equity Interests;
(b) the Pledged Debt Securities; (c) subject to Section 3.02, all payments of
principal or interest, dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of, in exchange
for or upon the conversion of, and all other Proceeds received in respect of,
the securities referred to in the preceding clauses (a) and (b); (d) subject to
Section 3.02, all rights and privileges of the Collateral Grantors with respect
to the securities and other property referred to in clauses (a), (b) and (c)
above; and (e) all Proceeds of any of the foregoing.

                  "Pledged Debt Securities" means all debt securities (as
defined in Article 8 of the New York UCC) owned by any Other Collateral Grantor
(other than Excluded Security Interests) on the date hereof or obtained by it in
the future, and any promissory notes or other instruments evidencing any such
debt securities.

                                       8
<PAGE>

                  "Pledged Equity Interests" means all Equity Interests in
Subsidiaries (other than Excluded Security Interests) owned by any Other
Collateral Grantor on the date hereof or obtained or owned by it in the future,
and the certificates representing all the foregoing Equity Interests, including
the Equity Interests listed on Schedule 3A to the Perfection Certificate, as
updated from time to time pursuant to Section 4.04(c); provided, that the
Pledged Equity Interests shall not include more than 65% of the issued and
outstanding Equity Interests of any Foreign Subsidiary.

                  "RBC Deposit Account" means the Deposit Account maintained
with The Royal Bank of Canada, with respect to which a Lockbox Agreement shall
be executed by the applicable Current Assets Grantor and The Royal Bank of
Canada.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents, counsel and other advisors of such Person and such Person's Affiliates.

                  "Representative" means (a) in the case of the Note
Obligations, the Trustee and (b) in the case of any Designated Pari Passu
Obligations, any administrative agent, trustee or similar representative
designated pursuant to Article IX.

                  "Secured Parties" means, at any time, the Trustee, the
Collateral Agent and each other holder of, or obligee in respect of, any
Obligations outstanding at such time.

                  "Security Documents" means this Agreement and the Other
Security Documents.

                  "Security Interest" means each security interest granted under
Article IV.

                  "Senior Obligations Security Documents" means the Senior
Obligations Security Documents as defined in the Intercreditor Agreement.

                  "Senior Payment in Full" means such time as all of the Senior
Obligations (as defined in the Intercreditor Agreement) have been paid in full
and any commitments to extend credit that would constitute Senior Obligations
has been terminated.

                  "Senior Unsecured Indenture Properties" means each "Restricted
Property" (as defined in the Senior Unsecured Indentures) of the Company and
each "Restricted Subsidiary" (as defined in the Senior Unsecured Indentures).

                  "Senior Unsecured Indentures" means (a) the Indenture dated as
of March 15, 1996, between the Company and Chemical Bank, as trustee, as
supplemented on December 3, 1996, March 11, 1998, and March 17, 1998, (b) the
Indenture dated as of March 1, 1999, between the Company and The Chase Manhattan
Bank, as trustee, as supplemented on March 14, 2000, and August 15, 2001 and (c)
the Fiscal Agency Agreement among the Company and Citibank N.A., London and
Banque Internationale a Luxembourg S.A.

                  "Subsidiary" means any corporation, limited liability company,
partnership, association or other entity the accounts of which are consolidated
with those of the Company in the Company's consolidated financial statements in
accordance with GAAP (as defined in the Indenture) as of such date, as well as
any other corporation, limited liability company, partnership, association or
other entity of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership

                                       9
<PAGE>

interests are, as of such date, owned, controlled or held by the Company or one
or more subsidiaries of the Company or by the Company and one or more
subsidiaries of the Company.

                  "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates or prices for one or
more currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions.

                  "Swiss Franc Bond Agreement" means the Bond Agreement dated as
of March 17, 1986, between the Company and Union Bank of Switzerland, Credit
Suisse, Morgan Stanley S.A. and Swiss Bank Corporation, as in effect on the date
hereof.

                  "Trademark License" means any written agreement, now or
hereafter in effect, granting to any third party any right to use any trademark
now or hereafter owned by any Other Collateral Grantor or that any such Grantor
otherwise has the right to license, or granting to any Other Collateral Grantor
any right to use any trademark now or hereafter owned by any third party, and
all rights of any such Grantor under any such agreement.

                  "Trademarks" means all of the following now owned or hereafter
acquired by any Other Collateral Grantor: (a) all trademarks, service marks,
trade names, corporate names, company names, business names, fictitious business
names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any
other country or any political subdivision thereof, and all extensions or
renewals thereof, including those listed on Schedule II to the Perfection
Certificate, as updated from time to time pursuant to Section 4.04(c), (b) all
goodwill associated therewith or symbolized thereby and (c) all other assets,
rights and interests that uniquely reflect or embody such goodwill.

                  "Trustee" means the trustee under the Indenture.

                  "US Dollar Equivalent" means with respect to any monetary
amount in a currency other than US dollars, at any time for determination
thereof, the amount of US dollars obtained by converting such foreign currency
involved in such computation into US dollars at the spot rate for the purchase
of US dollars with the applicable foreign currency as published in The Wall
Street Journal in the "Exchange Rates" column under the heading "Currency
Trading" on the date two Business Days prior to such determination.

                  "US Revolving Facility Agreement" means the $750,000,000
Amended and Restated Revolving Credit Agreement dated as of March 31, 2003,
among the Company, certain lenders and JPMorgan Chase Bank, as administrative
agent.

                  "US Term Facility Agreement" means the $645,454,545 Term Loan
Agreement dated as of March 31, 2003, among the Company, certain lenders,
JPMorgan Chase Bank, as administrative agent, and BNP Paribas, as syndication
agent.

                                       10
<PAGE>

                                   ARTICLE II

                             Intercreditor Agreement

                  SECTION 2.01. Intercreditor Agreement. THIS AGREEMENT AND THE
OTHER NOTEHOLDER DOCUMENTS, AND THE LIENS, RIGHTS, REMEDIES, DUTIES AND
OBLIGATIONS PROVIDED FOR HEREIN AND THEREIN SHALL BE SUBJECT IN ALL RESPECTS TO
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND, TO THE EXTENT PROVIDED
THEREIN, THE SENIOR OBLIGATIONS SECURITY DOCUMENTS. IN THE EVENT OF ANY CONFLICT
OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER
NOTEHOLDER DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL CONTROL.

                                   ARTICLE III

                              Pledge of Securities

                  SECTION 3.01. Pledge. As security for the payment or
performance, as the case may be, in full of the Note Obligations and the
Designated Pari Passu Obligations, on an equal and ratable basis, and the
Collateral Agent Obligations, each Other Collateral Grantor hereby pledges and
grants to the Collateral Agent (and its agents or sub-agents, as the Collateral
Agent may designate or appoint from time to time), and their successors and
assigns a security interest in all such Other Collateral Grantor's right, title
and interest in, to and under the Pledged Collateral, to have and to hold all
such Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral
Agent, its successors and assigns, for the benefit of the applicable Secured
Parties; subject, however, to the terms, covenants and conditions hereinafter
set forth.

                  SECTION 3.02. Voting Rights; Dividends and Interest. (a)
Unless and until an Event of Default shall have occurred and be continuing and
the Collateral Agent shall have notified the Other Collateral Grantors that
their rights under this Section 3.02 are being suspended:

                  (i) Each Other Collateral Grantor shall be entitled to
         exercise any and all voting and/or other rights and powers inuring to
         an owner of the Pledged Collateral or any part thereof for any purpose
         consistent with the terms of this Agreement and the Indenture,
         including the right to sell or otherwise transfer such Pledged
         Collateral in accordance with the terms of the Indenture.

                  (ii) The Collateral Agent shall execute and deliver to each
         Other Collateral Grantor, or cause to be executed and delivered to such
         Other Collateral Grantor, all such proxies, powers of attorney,
         certificates and other instruments as such Other Collateral Grantor may
         reasonably request in writing for the purpose of enabling such Other
         Collateral Grantor to exercise the voting and/or rights and powers it
         is entitled to exercise pursuant to subparagraph (i) above.

                  (iii) Each Other Collateral Grantor shall be entitled to
         receive and retain any and all dividends, interest, principal and other
         distributions paid on or distributed in respect of the Pledged
         Collateral to the extent and only to the extent that such dividends,
         interest, principal and other distributions are permitted by, and
         otherwise paid or distributed in accordance with, the terms and
         conditions of the Indenture and applicable laws; provided that any
         noncash dividends, interest, principal or other distributions that
         would constitute Pledged Equity Interests or Pledged Debt Securities,
         whether resulting from a subdivision, combination or reclassification
         of the

                                       11
<PAGE>

         outstanding Equity Interests of the issuer of any Pledged Collateral or
         received in exchange for Pledged Collateral or any part thereof, or in
         redemption thereof, or as a result of any merger, consolidation,
         acquisition or other exchange of assets to which such issuer may be a
         party or otherwise, shall be and become part of the Pledged Collateral.

                  (b) Upon the occurrence and during the continuance of an Event
of Default, after the Collateral Agent shall have notified the Other Collateral
Grantors of the suspension of their rights under paragraph (a)(iii) of this
Section, then all rights of any Other Collateral Grantor to dividends, interest,
principal or other distributions that such Other Collateral Grantor is
authorized to receive pursuant to paragraph (a)(iii) of this Section shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest, principal or other distributions. All
dividends, interest, principal or other distributions received by any Other
Collateral Grantor contrary to the provisions of this Section shall be held in
trust for the benefit of the Collateral Agent, shall be segregated from other
property or funds of such Other Collateral Grantor and shall be forthwith
delivered to the Collateral Agent upon demand in the form in which so received
(with any necessary endorsement). Any and all money and other property paid over
to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account to be
established by the Collateral Agent upon receipt of such money or other property
and shall be applied in accordance with the provisions of Section 6.03; provided
that in no event shall the Collateral Agent be obligated to invest and/or pay
interest on any such money or other property. After all Events of Default have
been cured or waived and the Company has delivered to the Collateral Agent a
certificate to that effect, the Collateral Agent shall promptly repay to each
Other Collateral Grantor (without interest) all dividends, interest, principal
or other distributions that such Other Collateral Grantor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section
and that remain in such account.

                  (c) Upon the occurrence and during the continuance of an Event
of Default, after the Collateral Agent shall have notified the Other Collateral
Grantors of the suspension of their rights under paragraph (a)(i) of this
Section, then all rights of any Other Collateral Grantor to exercise the voting
and consensual rights and powers it is entitled to exercise pursuant to
paragraph (a)(i) of this Section, and the obligations of the Collateral Agent
under paragraph (a)(ii) of this Section, shall cease, and all such rights shall
thereupon become vested in the Collateral Agent, which shall have the sole and
exclusive right and authority to exercise such voting and consensual rights and
powers; provided that, unless otherwise directed by (A) each of (x) the Trustee
(if there is an Event of Default under the Indenture) and (y) each
Representative (if there is an Event of Default under the applicable Designated
Pari Passu Obligations Governing Document) or (B) holders of at least 25% in
aggregate principal amount of the outstanding (x) Notes (if there is an Event of
Default under the Indenture) and (y) Designated Pari Passu Obligations (to the
extent that there is an Event of Default under the applicable Designated Pari
Passu Obligations Governing Document), the Collateral Agent shall have the right
from time to time following and during the continuance of an Event of Default to
permit the Other Collateral Grantors to exercise such rights.

                  (d) Any notice given by the Collateral Agent to the Other
Collateral Grantors suspending their rights under paragraph (a) of this Section
(i) may be given by telephone if promptly confirmed in writing, (ii) may be
given to one or more of the Other Collateral Grantors at the same or different
times and (iii) may suspend the rights of the Other Collateral Grantors under
paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such
rights (as specified by the Collateral Agent in its sole and absolute
discretion) and without waiving or otherwise affecting the Collateral Agent's
rights to give additional notices from time to time suspending other rights so
long as an Event of Default has occurred and is continuing.

                                       12
<PAGE>

                                   ARTICLE IV

                     Security Interests in Personal Property

                  SECTION 4.01. Creation of Security Interests. (a) As security
for the payment or performance, as the case may be, in full of the Note
Obligations and the Designated Pari Passu Obligations, on an equal and ratable
basis, and the Collateral Agent Obligations, each Current Assets Grantor hereby
grants to the Collateral Agent (and its agents or sub-agents, as the Collateral
Agent may designate or appoint from time to time) and their successors and
assigns, for the benefit of the Secured Parties, a security interest in all
right, title or interest in or to any and all the Current Assets Collateral now
owned or at any time hereafter acquired by such Current Assets Grantor or in
which such Current Assets Grantor now has or at any time in the future may
acquire any right, title or interest.

                  (b) As security for the payment or performance, as the case
may be, in full of the Note Obligations and the Designated Pari Passu
Obligations, on an equal and ratable basis, and the Collateral Agent
Obligations, each Other Collateral Grantor hereby grants to the Collateral Agent
(and its agents or sub-agents, as the Collateral Agent may designate or appoint
from time to time) and their successors and assigns, for the benefit of the
Secured Parties, a security interest in all right, title or interest in or to
any and all the Other Collateral now owned or at any time hereafter acquired by
such Other Collateral Grantor or in which such Other Collateral Grantor now has
or at any time in the future may acquire any right, title or interest.

                  (c) The security interests granted under this Section are
granted as security only and shall not subject the Collateral Agent or any other
Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Article 9 Collateral.

                  SECTION 4.02. Certain Filings. (a) Each Grantor hereby
irrevocably authorizes the Collateral Agent at any time and from time to time to
file in any relevant jurisdiction any initial financing statements (including
fixture filings) with respect to the Article 9 Collateral of such Grantor or any
part thereof and amendments thereto that contain the information required by
Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment, including (i) whether such
Grantor is an organization, the jurisdiction in which it is organized, the type
of organization and any organizational identification number issued to such
Grantor and (ii) in the case of a financing statement filed as a fixture filing,
a sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Collateral Agent
promptly upon request. Each Grantor also ratifies its authorization for the
Collateral Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.

                  (b) The Collateral Agent is further authorized to file with
the United States Patent and Trademark Office or United States Copyright Office
(or any successor office or any similar office in any other country) such
documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting any security interest granted by
any Grantor in any Material Intellectual Property, without the signature of such
Grantor, and naming such Grantor or Grantors as debtors and the Collateral Agent
as secured party.

                  SECTION 4.03. Representations and Warranties. The Grantors
jointly and severally represent and warrant to the Secured Parties that:

                  (a) Each Grantor has good and valid rights (including
ownership rights) in the material Article 9 Collateral with respect to which it
has purported to grant a Security Interest hereunder.

                                       13
<PAGE>

                  (b) When executed and delivered, this Agreement will be
effective to create in favor of the Collateral Agent for the benefit of the
Secured Parties a valid and enforceable security interest in the Collateral to
the extent contemplated by this Agreement, and (i) when the Collateral
constituting certificated securities (as defined in the Uniform Commercial Code)
is delivered to the Credit Agent together with instruments of transfer duly
endorsed in blank (or in the case of any such certificated securities which are
then in the possession of the Credit Agent, upon execution and delivery of the
Intercreditor Agreement), this Agreement will create, to the extent contemplated
by this Agreement, a perfected security interest in all right, title and
interest of the Grantors in such certificated securities to the extent
perfection is governed by the Uniform Commercial Code as in effect in any
applicable jurisdiction, subject to no other Lien other than Permitted
Collateral Liens that take priority over security interests in certificated
securities perfected by the possession of such securities under the Uniform
Commercial Code as in effect in the applicable jurisdiction, and (ii) when
financing statements in appropriate form are filed in the offices specified in
the Perfection Certificate, this Agreement will create a perfected security
interest in all right, title and interest of the Grantors in the remaining
Collateral to the extent perfection can be obtained by filing Uniform Commercial
Code financing statements in such jurisdictions, subject to no other Lien other
than Permitted Collateral Liens. The exclusion of the Consent Assets from the
Collateral does not materially reduce the aggregate valued of the Collateral.

                  (c) The Mortgage, upon execution and delivery by the parties
thereto, will create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable Lien on all the Company's right,
title and interest in and to the Mortgaged Property and the proceeds thereof,
and when the Mortgage has been filed in the appropriate jurisdiction, the
Mortgage will create a perfected Lien on all right, title and interest of the
Company in the Mortgaged Property and the proceeds thereof, prior and superior
in right to Liens in favor of any other Person (other than Liens or other
encumbrances for which exceptions are taken in the policies of title insurance
delivered in respect of the Mortgaged Property on or prior to the Effective Date
and Permitted Collateral Liens).

                  (d) Upon the recordation of this Agreement or a memorandum of
this Agreement with the United States Patent and Trademark Office, this
Agreement will create a perfected Lien on all right, title and interest of the
Grantors in the Material, Intellectual Property in which a security interest may
be perfected by such recordation in the United States Patent and Trademark
Office, in each case prior and superior in right to any other Person, subject to
Permitted Collateral Liens (it being understood that subsequent recordings in
the United Sates Patent and Trademark Office may be necessary to perfect a Lien
on registered trademarks and trademark applications acquired by the Grantors
after the Effective Date). As of the Effective Date, Schedule IV sets forth all
the Material Intellectual Property.

                  (e) Upon the recordation of this Agreement with the Federal
Aviation Administration, this Agreement will create a perfected Lien on all
right, title and interest of the Grantors in the Aircraft Collateral in which a
security interest may be perfected by such recordation with the Federal Aviation
Administration, in each case prior and superior in right to any other Person,
subject to Permitted Collateral Liens.

                  (f) None of the Perfection Certificate or any other written
information relating to the Collateral delivered after the date hereof by or on
behalf of any Grantor to the Trustee, the Collateral Agent or any Noteholders
pursuant to any provision of the Noteholder Documents is or will be incorrect
when delivered in any respect material to the rights or interest of the (x)
Noteholders or (y) the holders of the Designated Pari Passu Obligations.

                  SECTION 4.04. Covenants. (a) Each Grantor agrees promptly (and
in any event within 30 days) to notify the Collateral Agent in writing of any
change (i) in its corporate name, (ii) in the location of its chief executive
office, (iii) in its identity or type of organization or corporate structure,

                                       14
<PAGE>

(iv) in its federal taxpayer identification number or organizational
identification number or (v) in its jurisdiction of organization. Each Grantor
agrees promptly to provide the Collateral Agent with certified organizational
documents reflecting any of the changes described in the first sentence of this
paragraph.

                  (b) Each Grantor agrees to maintain, at its own cost and
expense, such complete and accurate records with respect to the Article 9
Collateral owned by it as shall be consistent with its current practices and in
accordance with such prudent and standard practices used in industries that are
the same as or similar to those in which such Grantor is engaged, but in any
event to include complete accounting records indicating all payments and
proceeds received with respect to any part of the Article 9 Collateral, and, at
such time or times as the Collateral Agent may reasonably request, promptly to
prepare and deliver to the Collateral Agent schedules (the "Article 9
Schedules") in form and detail reasonably satisfactory to the Collateral Agent
showing the identity, amount and location of any specified Article 9 Collateral;
provided that until the Senior Payment in Full shall have occurred, the
Grantors' obligations under this Section 4.04(b) to prepare and deliver the
Article 9 Schedules shall be satisfied by the prompt delivery by the Company to
the Collateral Agent of those schedules delivered in accordance with Section
4.04(b) of the Master Guarantee and Collateral Agreement.

                  (c) Each year, at the time of the delivery of annual financial
statements of the Company, with respect to the preceding fiscal year pursuant to
the Indenture, the Company shall deliver to the Collateral Agent a certificate
executed on behalf of the Company by a Financial Officer and a legal officer of
the Company setting forth the information required pursuant to the Perfection
Certificate (including the Schedules thereto) or confirming that there has been
no change in such information since the date of such certificate or the date of
the most recent certificate delivered pursuant to this paragraph, and setting
forth for the Aircraft owned by any Other Collateral Grantor and not already
listed on Schedule I hereto information sufficient to permit the Collateral
Agent to file notices of its security interests in such Aircraft with the
Federal Aviation Administration, including the model number, the tail number,
the name, the serial number and the location of such Aircraft (and Schedule 1
shall be automatically updated to list any Aircraft identified in any such
certificate).

                  (d) At any time after the Senior Payment in Full shall have
occurred or an Event of Default shall have occurred and be continuing, the
Collateral Agent and such Persons as the Collateral Agent may reasonably
designate shall have the right, at the Grantors' own cost and expense, to
inspect the Article 9 Collateral and the premises upon which any of the Article
9 Collateral is located and to verify under reasonable procedures, in accordance
with the provisions of the Indenture, the validity, amount, quality, quantity,
value, condition and status of, or any other matter relating to, the Article 9
Collateral, including, only after the occurrence and during the continuance of
an Event of Default, in the case of Accounts or the Article 9 Collateral in the
possession of any third person, by contacting Account Debtors or the third
person possessing such Article 9 Collateral for the purpose of making such a
verification. The Collateral Agent shall have the absolute right to share any
information it gains from such inspection or verification with any Secured
Party.

                  (e) At any time after the Senior Payment in Full shall have
occurred, at its option, the Collateral Agent may discharge past due taxes,
assessments, charges, fees, Liens, security interests or other encumbrances at
any time levied or placed on the Article 9 Collateral and not permitted pursuant
to the Indenture and may pay for the maintenance and preservation of the Article
9 Collateral to the extent any Grantor fails to do so as required by the
Indenture or this Agreement, and each Grantor jointly and severally agrees to
reimburse the Collateral Agent on demand for any payment made or any expense
incurred by the Collateral Agent pursuant to the foregoing authorization;
provided that nothing in this paragraph shall be interpreted as excusing any
Grantor from the performance of, or imposing any obligation on the Collateral
Agent or any Secured Party to cure or perform, any covenants or other

                                       15
<PAGE>

promises of any Grantor with respect to taxes, assessments, charges, fees,
Liens, security interest or other encumbrances and maintenance as set forth
herein or in the Indenture.

                  (f) The Grantors, at their own expense, shall maintain or
cause to be maintained, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customary
among companies of established reputation engaged in the same or similar
businesses and operating in the same or similar locations, except to the extent
the failure to do so would not be materially likely to result in a Material
Adverse Change. Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of the Article 9 Collateral under
policies of insurance, endorsing the name of such Grantor on any check, draft,
instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto.
In the event that any Grantor at any time or times shall fail to obtain or
maintain any of the policies of insurance required hereby or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of the Grantors hereunder or any Event of
Default, in its sole discretion, obtain and maintain such policies of insurance
and pay such premium and take any other actions with respect thereto as the
Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in
connection with this paragraph or otherwise incurred in connection therewith,
including reasonable attorneys' fees, court costs, expenses and other charges
relating thereto, shall be payable, upon demand, by the Grantors to the
Collateral Agent and shall be additional Obligations secured hereby.
Notwithstanding the foregoing, until the Senior Payment in Full shall have
occurred, the Grantors' obligations under this Section 4.04(f) to maintain or
cause to maintain insurance shall be satisfied by complying with Section 4.04(f)
of the Master Guarantee and Collateral Agreement.

                  (g) Each Grantor shall maintain, in form and manner reasonably
satisfactory to the Collateral Agent (or, until the Senior Payment in Full shall
have occurred, the Credit Agent), records of its Chattel Paper and its books,
records and documents evidencing or pertaining thereto.

                  (h) If at any time after the Senior Payment in Full shall have
occurred, the Company comes into possession of any Pledged Collateral that was
previously delivered to the Credit Agent and is required to be delivered to the
Collateral Agent pursuant to the terms of any Noteholder Document, then the
Company shall promptly deliver such Pledged Collateral to the Collateral Agent.

                  (i) Each Grantor agrees to prepare and execute any and all
further documents, certificates, financing statements, agreements and
instruments, and take all such further actions, as may be reasonably requested
by the Collateral Agent in order to cause the security interests purported to be
created by the Security Documents or required to be created under the terms of
this Agreement to constitute valid security interests, perfected in accordance
with this Agreement.

                  SECTION 4.05. Other Actions. (a) In order to further ensure
the attachment, perfection and priority of, and the ability of the Collateral
Agent to enforce, the security interests created hereby, each Grantor agrees, in
each case at such Grantor's own expense, to take the following actions with
respect to the following Article 9 Collateral: if any Grantor shall at any time
hold or acquire any Instrument representing Indebtedness in excess of
$3,000,000, such Grantor shall forthwith endorse, assign and deliver the same to
the Collateral Agent, accompanied by such instruments of transfer or assignment
duly executed in blank as the Collateral Agent may from time to time reasonably
request.

                                       16
<PAGE>

                  (b) Until the Senior Payment in Full shall have occurred, the
Grantors' obligations under Section 4.05(a) shall be satisfied by complying with
Section 4.05 of the Master Guarantee and Collateral Agreement.

                  (c) The Company shall obtain, at its sole cost and expense, an
ALTA/ACSM Survey of the land and facilities comprising the Company's corporate
headquarters building, theater/bank building (Goodyear Hall), medical facility,
research and development center, test track, and such parcels of Akron "Other"
as the Collateral Agent may reasonably require ("Akron Other") in Akron, Ohio.
The Company shall promptly order such ALTA/ACSM Survey after First American and
the Collateral Agent have been apprised of the intended content and scope of
such ALTA/ACSM Survey and have approved thereof, such approval not to be
unreasonably withheld, delayed, or conditioned (the date on which the last such
approval shall be received by the Company is referred to herein as the "Survey
Approval Date"). The Company shall use its commercially reasonable efforts to
cause the delivery of the Survey to First American and the Collateral Agent
within four (4) months after the Survey Approval Date. After such delivery, the
Company shall promptly request that First American: (i) issue a "land same as
survey" endorsement to the Lender's Policy; and (ii) delete the general survey
exception from the Lender's Policy, substituting in lieu thereof an exception
that reads the Survey and recites such specific matters as the Survey discloses.
Subject to the foregoing sentence, the Company shall have no obligation to
request or obtain, and First American shall have no obligation to issue, any
additional endorsements to the Lender's Policy except for the Pre-Closing
Endorsements to the extent that they have not yet been issued, or take other
action with respect to matters revealed by such Survey, except as expressly
provided in the following paragraph.

                  If a discrepancy exists between the legal description for the
Company's corporate headquarters building, theater/bank building (Goodyear
Hall), medical facility, research and development center, test track, or Akron
Other as determined by the Survey and the legal description contained in the
Mortgage, the parties shall promptly amend, at the Company's sole cost and
expense, the legal description contained in the Mortgage to reflect the legal
description for the Company's corporate headquarters building, theater/bank
building (Goodyear Hall), medical facility, research and development center,
test track, or Akron Other as defined by the Survey. Such amendment shall occur
simultaneously with amendments to the legal description, at the Company's sole
cost and expense, for the Company's corporate headquarters building,
theater/bank building (Goodyear Hall), medical facility, research and
development center, test track, or Akron Other contained in the mortgages for
all then-extant lenders having a security interest in the Company's corporate
headquarters.

                  As used in this Section 4.05(c): "ALTA/ACSM Survey" shall mean
a survey made (i) in accordance with the current "Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted
by American Land Title Association and American Congress on Surveying and
Mapping in 1999, and includes Items 1 through 13 of Table A thereof and (ii)
pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on
the date of certification of an Urban Survey); "First American" shall mean First
American Title Insurance Company; "Lender's Policy" shall mean the lender's
title insurance policy issued by First American to the Trustee and the
Collateral Agent, as insureds, pursuant to Title Commitment Number
NCS-78634-T-CLE. "Pre-Closing Endorsements" shall mean the following
endorsements: Street Assessment, Doing Business, First Loss, Last Dollar,
Subdivision, Tax Parcel, Variable Rate, Usury, Revolving Credit, ALTA 9, Letter
of Credit. "Survey" shall mean an ALTA/ACSM ordered by the Company with content
approved by First American and the Collateral Agent.

                  SECTION 4.06. Covenants Regarding Patent, Trademark and
Copyright Collateral. (a) Each Other Collateral Grantor agrees that it will not
do or omit to do any act (and will exercise commercially reasonable efforts to
prevent its licensees from doing or omitting to do any act) whereby

                                       17
<PAGE>

any Patent constituting Material Intellectual Property may become invalidated or
dedicated to the public, and agrees that it shall continue to mark any products
covered by such Patent with the relevant patent number consistent with good
business judgment to establish and preserve its rights under applicable patent
laws.

                  (b) Each Other Collateral Grantor (either itself or through
its licensees or its sublicensees) will, for each Trademark constituting
Material Intellectual Property, (i) maintain such Trademark in full force free
from any claim of abandonment or invalidity for non-use, (ii) maintain the
quality of products and services offered under such Trademark, (iii) display
such Trademark with notice of Federal or foreign registration consistent with
good business judgment to establish and preserve its rights under applicable law
and (iv) not knowingly use or knowingly permit the use of such Trademark in
violation of any third party rights.

                  (c) Each Other Collateral Grantor (either itself or through
its licensees or sublicensees) shall, for each work covered by a Copyright
constituting Material Intellectual Property, continue to publish, reproduce,
display, adopt and distribute the work with appropriate copyright notice
consistent with good business judgment to establish and preserve its rights
under applicable copyright laws.

                  (d) Each Other Collateral Grantor shall notify the Collateral
Agent promptly if it knows or has reason to know that any Patent, Trademark or
Copyright constituting Material Intellectual Property may become abandoned, lost
or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
United States Copyright Office or any court or similar office of any country)
regarding such Other Collateral Grantor's ownership of any Patent, Trademark or
Copyright, its right to register the same, or its right to keep and maintain the
same; provided that such notification need not be given if such impairment of
such Intellectual Property is not material viewed against the Material
Intellectual Property as a whole.

                  (e) Each Other Collateral Grantor shall take all steps
consistent with good business judgment that are consistent with the practice in
any proceeding before the United States Patent and Trademark Office, United
States Copyright Office or any office or agency in any political subdivision of
the United States or in any other country or any political subdivision thereof,
to maintain and pursue each application relating to the Patents, Trademarks
and/or Copyrights constituting Material Intellectual Property (and to obtain the
relevant grant or registration) and to maintain each issued Patent and each
registration of the Trademarks and Copyrights constituting Material Intellectual
Property, including timely filings of applications for renewal, affidavits of
use, affidavits of incontestability and payment of maintenance fees, and, if
consistent with good business judgment, to initiate opposition, interference and
cancelation proceedings against third parties.

                  (f) Upon and during the continuance of an Event of Default,
each Grantor shall endeavor in good faith to obtain all requisite consents or
approvals by the licensor of each Copyright License, Patent License or Trademark
License to effect the assignment of all such Grantor's right, title and interest
thereunder to the Collateral Agent or its designee; provided, however, that
until the Senior Payment in Full shall have occurred, the Grantors' obligations
under this Section 4.06(f) shall be satisfied by complying with Section 4.06(f)
of the Master Guarantee and Collateral Agreement.

                  (g) The failure to comply with any of the foregoing covenants
in this Section 4.06 shall not be deemed a breach thereof for purposes of
Section 6.01 (Events of Default) of the Indenture unless such failure is willful
or material to the rights or interests of the Noteholders.

                                       18
<PAGE>

                  SECTION 4.07. Lockbox System. (a) The Current Assets Grantors
shall establish, subject to the control of the Collateral Agent pursuant to the
New Control Agreements, a system of lockboxes and related Deposit Accounts (the
"Lockbox System"). Each Current Assets Grantor agrees that it shall have no
Deposit Accounts other than (a) Deposit Accounts in the Lockbox System, (b)
Excluded Operating Accounts and (c) Local Collection Accounts. Each Current
Assets Grantor further agrees (i) to execute and deliver, and to cause the
Deposit Account Institution at which any Deposit Account (other than an Excluded
Operating Account or a Local Collection Account) is maintained to promptly
execute and deliver a New Control Agreement as promptly as reasonably
practicable following (and in any event, no later than 60 days following) the
Closing Date, (ii) to notify and direct promptly each Account Debtor and every
other Person obligated to make payments on Accounts or in respect of any
Inventory to make all such payments directly to one or more Deposit Accounts in
the Lockbox System (or, in the case of Accounts or Inventory of the Company's
retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes,
(iii) to use all reasonable efforts to cause each such Account Debtor and other
Person to make all payments with respect to Accounts and Inventory directly to
one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts
or Inventory of the Company's retail or Wingfoot divisions, Local Collection
Accounts) or related lockboxes and (iv) promptly to deposit all payments
received by it on account of Accounts and Inventory, whether in the form of
cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in
one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts
or Inventory of the Company's retail or Wingfoot divisions, Local Collection
Accounts) or related lockboxes in the form in which received (but with any
endorsements of such Current Assets Grantor necessary for deposit or
collection). Effective upon notice to the Company after the occurrence and
during the continuance of an Event of Default at any time after the Senior
Payment in Full shall have occurred, the RBC Deposit Account and each Deposit
Account (other than Excluded Operating Accounts and Local Collection Accounts)
will, without further action on the part of any Current Assets Grantor or the
Collateral Agent, convert into a closed lockbox account under the sole dominion
and control of the Collateral Agent in which all funds are held subject to the
rights of the Collateral Agent hereunder. Without the prior written consent of
the Collateral Agent, no Current Assets Grantor shall, in a manner adverse to
the Secured Parties, change the general instructions given to Account Debtors in
respect of payments to be deposited in the Lockbox System. Effective upon the
occurrence of the Senior Payment in Full, each Current Assets Grantor
irrevocably authorizes the Collateral Agent, upon the occurrence of an Event of
Default, to deliver a Control Notice under each New Control Agreement. The
Collateral Agent agrees with each Current Assets Grantor that the Collateral
Agent shall not give any instructions pursuant to any New Control Agreement
terminating such New Control Agreement or the right of such Current Assets
Grantor to make withdrawals from any Deposit Account in the Lockbox System
unless an Event of Default shall have occurred and be continuing or, after
giving effect to any withdrawal, would occur. After the Senior Payment in Full
shall have occurred and be continuing, the Company shall ensure that the
aggregate amount contained in all Local Collection Accounts taken together shall
not at any time exceed the greater of (i) the last amount determined by the
Credit Agent prior to the Senior Payment in Full and (ii) $150,000,000.

                  (b) In the event that all of the US Facilities Obligations (as
defined in the Intercreditor Agreement) have been paid in full and any
commitment to extend credit that would constitute US Facilities Obligations
shall have been terminated and Designated Senior Obligations (as defined in the
Intercreditor Agreement) remain outstanding, each Current Assets Grantor agrees
to use commercially reasonable efforts to cause any lockbox agreements entered
into with the collateral agents on behalf of the holders of such Designated
Senior Obligations to be substantially in the form of the New Control
Agreements.

                                       19
<PAGE>

                  SECTION 4.08. Insurance. The Company shall, on or promptly
after the Closing Date, cause the Collateral Agent to be named as loss payee on
all property insurance maintained in respect of the Collateral.

                  SECTION 4.09. Liens. The Company shall, as soon as practicable
after the Closing Date, and in any event within 45 days after the Closing Date,
deliver an Officer's Certificate to the Collateral Agent stating that the lien
searches in the counties specified in Schedule V have not revealed any Liens
(other than (i) Liens existing on the Closing Date and set forth on Schedule 4
to the Note Purchase Agreement, (ii) Permitted Collateral Liens (other than
those specified in Section (4) of the definition thereof) and (iii) Liens which
have been satisfied or discharged).

                                    ARTICLE V

              Other Pledges, Mortgage and Other Security Interests

                  SECTION 5.01. Summary of Certain Other Security Documents. In
addition to the security interests created under Articles III and IV the parties
acknowledge that:

                  (a) Certain Other Collateral Grantors are entering into the
Foreign Pledge Agreements with respect to the Foreign Subsidiaries listed in
Schedule III, and may in the future enter into additional Foreign Pledge
Agreements, under which they are pledging Equity Interests in Foreign
Subsidiaries owned by them to secure the Note Obligations and the Designated
Pari Passu Obligations, on an equal and ratable basis, and the Collateral Agent
Obligations.

                  (b) The Company is entering into the Mortgage under which it
is mortgaging the Company's corporate headquarters in Akron, Ohio and interests
in the corporate headquarters owned by it to secure the Note Obligations and the
Designated Pari Passu Obligations, on an equal and ratable basis, and the
Collateral Agent Obligations.

                  (c) Certain Current Assets Grantors that are organized under
the laws of Canada or one or more provinces thereof are entering into the
Canadian Security Agreements, under which they are creating security interests
in the Current Assets Collateral and the Canadian Intellectual Property
Collateral owned by them to secure the Note Obligations and the Designated Pari
Passu Obligations, on an equal and ratable basis, and the Collateral Agent
Obligations.

                  (d) The Master Guarantee and Collateral Agreement creates
security interests in the Collateral to secure the European Facilities Revolving
Obligations (as defined in the European Facilities Agreement) on an equal and
ratable basis with the Obligations (other than with respect to that portion of
the Collateral consisting of the Company's equity interests in Luxembourg
Finance which secures the European Facility Revolving Obligations on a priority
basis).

                  SECTION 5.02. Other Security Documents Subject to this
Agreement. (a) The parties to the Noteholder Documents shall observe the
following provisions: (i) the provisions of Section 6.03 (governing the
distribution of the proceeds realized from the exercise of remedies under the
Security Documents); (ii) the provisions of Article VIII (governing the manner
in which Acts of the Secured Parties are to be evidenced and the manner in which
the amounts of the Obligations at any time are to be determined); (iii) the
provisions of Articles IX and X (relating to the duties and responsibilities of
the Collateral Agent); and (iv) the provisions of Section 13.12 (providing for
releases of Collateral securing the Obligations).

                                       20
<PAGE>

                  (b) The Mortgage shall contain a provision substantially to
the effect set forth below and satisfactory to the Collateral Agent and its
counsel:

                  "THIS AGREEMENT AND THE PLEDGES, SECURITY INTERESTS AND OTHER
LIENS AND CHARGES CREATED HEREBY ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS
OF THE COLLATERAL AGREEMENT DATED AS OF MARCH 12, 2004, AMONG THE GOODYEAR TIRE
& RUBBER COMPANY, THE SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY
IDENTIFIED AS GRANTORS THEREIN, AND WILMINGTON TRUST COMPANY, AS COLLATERAL
AGENT, AND ANY PROVISION OF THIS AGREEMENT THAT IS INCONSISTENT WITH THE
PROVISIONS OF SUCH COLLATERAL AGREEMENT SHALL BE DEEMED FOR ALL PURPOSES TO HAVE
BEEN AMENDED TO CONFORM IN ALL RESPECTS TO SUCH PROVISIONS."

                  (c) In the event of any conflict or inconsistency between any
provision of this Agreement and any Other Security Documents, the provisions of
this Agreement shall govern, and the terms of any such Other Security Documents
shall be deemed for all purposes to have been amended to conform in all respects
to the provisions of this Agreement.

                                   ARTICLE VI

                                    Remedies

                  SECTION 6.01. Remedies Upon Default. Subject to Section 9.02
hereof, upon the occurrence and during the continuance of an Event of Default
and the receipt by the Collateral Agent of a written notice by (A) each of (x)
the Trustee (if there is an Event of Default under the Indenture) and (y) each
other Representative (if there is an Event of Default under the applicable
Designated Pari Passu Obligations Governing Document) or (B) holders of at least
25% in aggregate principal amount of the outstanding (x) Notes (if there is an
Event of Default under the Indenture) and (y) Designated Pari Passu Obligations
(to the extent that there is an Event of Default under the applicable Designated
Pari Passu Obligations Governing Document) instructing it to exercise remedies,
to the extent permitted by law (a) the Collateral Agent may demand that each
Grantor deliver each item of Collateral owned or held by it to the Collateral
Agent, and each Grantor agrees so to deliver all such Collateral, and (b) the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times with respect to any Collateral: (i) with
respect to any Collateral consisting of Intellectual Property, on demand, to
cause its security interest in such Collateral to become an assignment, transfer
and conveyance of any of or all such Collateral by the applicable Grantors to
the Collateral Agent, or to grant any license or sublicense, whether general,
special or otherwise, and whether on an exclusive or nonexclusive basis, with
respect to any such Collateral throughout the world on such terms and conditions
and in such manner as the Collateral Agent shall determine (other than in
violation of any then-existing licensing arrangements to the extent that waivers
cannot be obtained), and (ii) with or without legal process and with or without
prior notice or demand for performance, to take possession of the Collateral and
without liability for trespass to enter any premises where the Collateral may be
located for the purpose of taking possession of or removing the Collateral and,
generally, to exercise any and all rights afforded to a secured party under the
Uniform Commercial Code or other applicable law. Without limiting the generality
of the foregoing, each Grantor agrees that upon the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall have the right,
subject to the mandatory requirements of applicable law, to sell or otherwise
dispose of all or any part of the Collateral at a public or private sale or at
any broker's board or on any securities exchange, for cash, upon credit or for
future delivery as the Collateral Agent shall deem appropriate. The Collateral
Agent shall be authorized at any such sale of securities (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to Persons

                                       21
<PAGE>

who will represent and agree that they are purchasing the Collateral for their
own account for investment and not with a view to the distribution or sale
thereof, and upon consummation of any such sale the Collateral Agent shall have
the right to assign, transfer and deliver to the purchaser or purchasers thereof
the Collateral so sold. Each such purchaser at any sale of Collateral shall (to
the extent permitted by law) hold the property sold absolutely, free from any
claim or right on the part of any Grantor, and each Grantor hereby waives (to
the extent permitted by law) all rights of redemption, stay and appraisal which
such Grantor now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted.

                  In the case of any Collateral that constitutes Article 9
Collateral, the Collateral Agent shall give the applicable Grantors 10 days'
written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its equivalent in other
jurisdictions) of the Collateral Agent's intention to make any sale of such
Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker's board or on a
securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as the Collateral Agent may fix and state in the notice (if any) of such sale.
At any such sale, the Collateral, or portion thereof, to be sold may be sold in
one lot as an entirety or in separate parcels, as the Collateral Agent may (in
its sole and absolute discretion) determine. The Collateral Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of such Collateral shall have been
given. The Collateral 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. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public (or, to the extent permitted by law, private) sale made
pursuant to any Noteholder Document, any Secured Party may bid for or purchase,
free (to the extent permitted by law) from any right of redemption, stay,
valuation or appraisal on the part of any Grantor (all said rights being also
hereby waived and released to the extent permitted by law), the Collateral or
any part thereof offered for sale and may make payment on account thereof by
using any claim then due and payable to such Secured Party from any Grantor as a
credit against the purchase price, and such Secured Party may, upon compliance
with the terms of sale, hold, retain and dispose of such property without
further accountability to any Grantor therefor (to the extent permitted by law).
For purposes hereof, a written agreement to purchase any Collateral or portion
thereof shall be treated as a sale thereof; the Collateral Agent shall be free
to carry out such sale pursuant to such agreement and no Grantor shall be
entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into
such an agreement all Events of Default shall have been remedied and the
Obligations secured by the Collateral paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose any Noteholder
Document and to sell the Collateral or any portion thereof pursuant to a
judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the
provisions of this Section 6.01 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its
equivalent in other jurisdictions.

                  SECTION 6.02. Exercise of Remedies under Other Security
Documents. The Collateral Agent shall also have the right to exercise remedies
provided for in each Noteholder Document upon the occurrence and during the
continuance of an Event of Default and the receipt by the Collateral Agent of a

                                       22
<PAGE>

written notice by (A) each of (x) the Trustee (if there is an Event of Default
under the Indenture) and (y) each Representative (if there is an Event of
Default under the applicable Designated Pari Passu Obligations Governing
Document) or (B) holders of at least 25% in aggregate principal amount of the
outstanding (x) Notes (if there is an Event of Default under the Indenture) and
(y) Designated Pari Passu Obligations (to the extent that there is an Event of
Default under the applicable Designated Pari Passu Obligations Governing
Document) instructing it to exercise remedies.

                  SECTION 6.03. Application of Proceeds. (a) Unless otherwise
required by applicable law, the Collateral Agent shall apply the proceeds of the
collection or sale of any Collateral securing any Obligations, including any
Collateral consisting of cash, as follows:

                  FIRST, to the payment of all fees, costs and expenses due to
         or incurred by the Collateral Agent in connection with such collection
         or sale or otherwise due to or incurred in connection with this any
         Noteholder Document, the Intercreditor Agreement or any Designated Pari
         Passu Obligations Governing Documents, or otherwise in connection with
         any of such Obligations, including all court costs and the fees and
         expenses of its agents and legal counsel, the repayment of all advances
         made by the Collateral Agent hereunder or under the Indenture or under
         any Designated Pari Passu Obligations Governing Documents on behalf of
         any Grantor and any other fees, costs or expenses incurred in
         connection with the exercise of any right or remedy hereunder or
         otherwise in connection herewith or under any Noteholder Document, the
         Intercreditor Agreement or any Designated Pari Passu Obligations
         Governing Documents (in each case, insofar as they relate to such
         Obligations) at the direction or for the benefit of holders of such
         Obligations;

                  SECOND, to the payment of all other Obligations secured by
         such Collateral on an equal and ratable basis to the extent and in the
         manner provided in the Indenture and the Designated Pari Passu
         Obligations Governing Documents; and

                  THIRD, to the applicable Grantors, their successors or
         assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.

                  SECTION 6.04. Grant of License to Use Intellectual Property.
(a) Each Grantor hereby grants to the Collateral Agent, to the extent necessary
to enable the Collateral Agent to exercise rights and remedies under the
Noteholder Documents at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, an irrevocable, nonexclusive
license (exercisable without payment of royalty or other compensation to the
Grantors) to use, license or sublicense any Intellectual Property now owned or
hereafter acquired by such Grantor, and wherever the same may be located,
including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof, to the extent and only to
the extent such license would not violate or result in a default under any
license or other agreement, whether express or implied, between the Grantor and
any Person other than a Wholly Owned Subsidiary as defined in the Indenture. The
rights of the Collateral Agent under such license may be exercised, at the
option of the Collateral Agent, solely upon the occurrence and during the
continuation of

                                       23
<PAGE>

an Event of Default; provided that any license, sublicense or other transaction
entered into by the Collateral Agent in accordance herewith shall be binding
upon the Grantors notwithstanding any subsequent cure of any Event of Default.

                  (b) Notwithstanding any other provision contained in this
Agreement, any security interest granted hereunder in any Collateral consisting
of Intellectual Property to secure the Obligations shall be subject to the
license granted under the preceding paragraph (a), as such license may be
exercised for the benefit of the Secured Parties, and any sale or transfer of
Collateral consisting of Intellectual Property upon any exercise of remedies
under this Agreement shall be made expressly subject to such license.

                  SECTION 6.05. Securities Act. In view of the position of the
Grantors in relation to the Pledged Collateral, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Collateral could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Collateral under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Grantor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Collateral, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Collateral for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Grantor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Collateral or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale. Each Grantor acknowledges and agrees that any such sale might
result in prices and other terms less favorable than if such sale were a public
sale without such restrictions. In the event of any such sale, the Collateral
Agent shall incur no responsibility or liability for selling all or any part of
the Pledged Collateral at a price that the Collateral Agent, in its sole and
absolute discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section
will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at which
the Collateral Agent sells.

                  SECTION 6.06. Registration. Each Grantor agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Pledged Collateral at a public
sale, it will, at any time and from time to time, upon the written request of
the Collateral Agent, use its best efforts to take or to cause the issuer of
such Pledged Collateral to take such action and prepare, distribute and/or file
such documents, as are required or advisable in the reasonable opinion of
counsel for the Collateral Agent to permit the public sale of such Pledged
Collateral under applicable law. Each Grantor further agrees to indemnify,
defend and hold harmless the Collateral Agent, each other Secured Party, any
underwriter and their respective officers, directors, affiliates and controlling
persons from and against all loss, liability, expenses, costs of counsel
(including, without limitation, reasonable fees and expenses of the Collateral
Agent's legal counsel and agents), and claims (including the costs of
investigation) that they may incur insofar as such loss, liability, expense or
claim arises out of or is based upon any alleged untrue statement of a material
fact contained in any prospectus

                                       24
<PAGE>

(or any amendment or supplement thereto) or in any notification or offering
circular relating to the offering for sale of any Pledged Collateral, or arises
out of or is based upon any alleged omission to state a material fact required
to be stated therein or necessary to make the statements in any thereof not
misleading, except insofar as the same may have been caused by any untrue
statement or omission based upon information furnished in writing to such
Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any
other Secured Party expressly for use therein. Each Grantor further agrees, upon
such written request referred to above, to use its best efforts to qualify, file
or register, or cause the issuer of such Pledged Collateral to qualify, file or
register, any of the Pledged Collateral under the Blue Sky or other securities
laws of such jurisdictions as may be requested by the Collateral Agent and keep
effective, or cause to be kept effective, all such qualifications, filings or
registrations. Each Grantor will bear all costs and expenses of carrying out its
obligations under this Section. Each Grantor acknowledges that there is no
adequate remedy at law for failure by it to comply with the provisions of this
Section and that such failure would not be adequately compensable in damages,
and therefore agrees that its agreements contained in this Section may be
specifically enforced.

                                   ARTICLE VII

                    Indemnity, Subrogation and Subordination

                  SECTION 7.01. Indemnity and Subrogation. In addition to all
such rights of indemnity and subrogation as the Grantors may have under
applicable law (but subject to Section 7.03), the Company agrees that in the
event any assets of any Grantor shall be sold pursuant to any Noteholder
Document to satisfy in whole or in part an Obligation of the Company, the
Company shall indemnify such Grantor in an amount equal to the greater of the
book value or the fair market value of the assets so sold.

                  SECTION 7.02. Contribution and Subrogation. Each Grantor other
than the Company (a "Contributing Party") agrees (subject to Section 7.03) that,
in the event assets of any other Grantor (other than the Company) shall be sold
pursuant to any Security Document to satisfy Obligations and such other Grantor
(the "Claiming Party") shall not have been fully indemnified by the Company as
provided in Section 7.01, the Contributing Party shall indemnify the Claiming
Party in an amount equal to the greater of the book value or the fair market
value of such assets, multiplied by a fraction of which the numerator shall be
the net worth of the Contributing Party and the denominator shall be the
aggregate net worth of all the Grantors, other than the Company, that have
granted Liens to secure the Obligations. For the purposes of the previous
sentence, the net worth of each Grantor shall be determined on the Effective
Date (or, in the case of any Grantor becoming a Grantor after the date hereof,
the date on which such Grantor shall have become a Grantor). Any Contributing
Party making any payment to a Claiming Party pursuant to this Section shall be
subrogated to the rights of such Claiming Party under Section 7.01 to the extent
of such payment.

                  SECTION 7.03. Subordination. (a) Notwithstanding any provision
of this Agreement to the contrary, all rights of the Grantors under Sections
7.01 and 7.02 and all other rights of indemnity, contribution or subrogation
under applicable law or otherwise shall be fully subordinated to the payment in
full in cash of the Obligations, and no Grantor shall seek to enforce any of
such rights until the Obligations have been paid in full. No failure on the part
of any Grantor to make the payments required by Sections 7.01 and 7.02 (or any
other payments required under applicable law or otherwise) shall in any respect
limit the obligations and liabilities of any Grantor with respect to its
obligations hereunder, and each Grantor shall remain liable for the full amount
of the obligations of such Grantor hereunder.

                                       25
<PAGE>

                  (b) To the fullest extent permitted under law, each Grantor
hereby agrees that all Indebtedness (as defined in the Indenture) and other
monetary obligations owed by it to any other Grantor or any other Subsidiary
shall be fully subordinated to the payment in full in cash of the Obligations.

                                  ARTICLE VIII

                            Acts of Secured Parties;
                             Amounts of Obligations

                  SECTION 8.01. Acts of Secured Parties. Any request, demand,
authorization, direction, notice, consent, waiver or other action permitted or
required by this Agreement to be given or taken by any Secured Party (other than
the Collateral Agent) may be, and at the request of the Collateral Agent shall
be, embodied in and evidenced by one or more instruments reasonably satisfactory
in form and substance to the Collateral Agent and signed by such Secured Party,
acting individually or on behalf of the applicable Secured Parties, as the case
may be, and, except as otherwise expressly provided in any such instrument, any
such action shall become effective when such instrument or instruments shall
have been delivered to the Collateral Agent as provided herein. The instrument
or instruments evidencing any action (and the action embodied therein and
evidenced thereby) are sometimes referred to herein as an "Act" of the persons
signing such instrument or instruments. All Acts hereunder on the part of (i)
any holders of Note Obligations (other than the Collateral Agent) shall be taken
on their behalf by the Trustee and (ii) any holder of Designated Pari Passu
Obligations (other than the Collateral Agent) shall be taken on their behalf by
the applicable Representative. The Collateral Agent shall be entitled to rely
absolutely upon an Act of the Trustee or Representative if such Act purports to
be taken by or on behalf of the holders of Note Obligations or Designated Pari
Passu Obligations, as applicable (in each case, other than the Collateral
Agent), and nothing in this Section or elsewhere in this Agreement shall be
construed to require such Trustee or any Representative of the holders of
Designated Pari Passu Obligations, as applicable, to demonstrate that it has
been authorized by the holders of Note Obligations or Designated Pari Passu
Obligations, as applicable (in each case, other than the Collateral Agent)
thereunder to take any action that it purports to be taking, the Collateral
Agent being entitled to rely conclusively without any independent investigation
whatsoever, and being fully protected in so relying, on any Act of such Trustee
or Representative.

                  SECTION 8.02. Determination of Amounts of Obligations and
Existence of Events of Default; Acceleration. Whenever the Collateral Agent is
required to determine the existence or amount of any of the Obligations or the
existence of any Event of Default for any purposes of this Agreement, it shall
request written certification of such existence or amount from the Trustee or
the Representatives, as the case may be, and shall be entitled to make such
determination, and to rely thereon, on the basis of such certification alone;
provided, however, that if, notwithstanding the request of the Collateral Agent,
the Trustee or the Representatives, as the case may be, shall fail or refuse
reasonably promptly to certify as to the existence or amount of any Obligation
or the existence of any Event of Default, the Collateral Agent shall be entitled
to determine such existence or amount by such method as the Collateral Agent
may, in the exercise of its good faith judgment, determine, including by
reliance upon a certificate of the Company. The Collateral Agent may rely
conclusively, and shall be fully protected in so relying, on any determination
made by it in accordance with the provisions of the preceding sentence (or as
otherwise directed by a court of competent jurisdiction) and shall have no
liability to the Company, any other Grantor, any other Secured Party or any
other person as a result of such determination.

                                       26
<PAGE>

                                   ARTICLE IX

                           Duties of Collateral Agent

                  SECTION 9.01. Notices to Trustee and Representatives. The
Collateral Agent shall promptly notify the Trustee and the Representatives of
any Designated Pari Passu Obligations in the event it shall receive (a) any
notice of an Event of Default under the Indenture or (b) any instructions given
by the Trustee or any Representative to commence the exercise of remedies under
Article VI.

                  SECTION 9.02. Actions Under this Agreement. (a) The Collateral
Agent shall not be obligated to take any action under any Noteholder Document
except for the performance of such duties as are specifically set forth herein
and therein. Subject to the provisions of Article X of this Agreement and to the
succeeding provisions of this Section, the Collateral Agent shall take such
actions, and only such actions, under the Noteholder Documents with respect to
any Collateral as are requested by (A) each of (x) the Trustee (if there is an
Event of Default under the Indenture) and (y) each Representative (if there is
an Event of Default under the applicable Designated Pari Passu Obligations
Governing Document) or (B) holders of at least 25% in aggregate principal amount
of the outstanding (x) Notes (if there is an Event of Default under the
Indenture) and (y) Designated Pari Passu Obligations (to the extent that there
is an Event of Default under the applicable Designated Pari Passu Obligations
Governing Document), and as are not inconsistent with or contrary to the
provisions of any Noteholder Document or any Designated Pari Passu Obligations
Governing Document, as well as ministerial and/or administrative actions
required or permitted by any Noteholder Document. The Trustee and the
Representatives of the holders of Designated Pari Passu Obligations shall have
the right to initiate the exercise of remedies with respect to the Collateral
and shall jointly control the manner of the exercise of such remedies.
Therefore, in the event the Trustee or any Representative of the holders of
Designated Pari Passu Obligations notifies the Collateral Agent and the Trustee
and/or the other Representatives of the holders of Designated Pari Passu
Obligations, as the case may be, of its desire to commence the exercise of
remedies and/or to foreclose on specified Collateral, the Trustee and the
Representatives of the holders of Designated Pari Passu Obligations shall
promptly confer to determine the manner in which the Collateral Agent should
proceed. The Trustee and the Representatives of the holders of Designated Pari
Passu Obligations, acting in good faith, shall use their best efforts to reach
agreement on such matters so that one or more remedies (which shall include
foreclosure on such Collateral if requested in such notification) will be
exercised reasonably promptly after such notification.

                  In connection with the foregoing, none of the Trustee or the
Representatives of the Designated Pari Passu Obligations will give instructions
to the Collateral Agent with the intent of preventing, hindering or delaying the
exercise of any remedies requested by the Trustee or any Representative of the
holders of Designated Pari Passu Obligations.

                                    ARTICLE X

                         Concerning the Collateral Agent

                  SECTION 10.01. Limitations on Responsibility of Collateral
Agent. The Collateral Agent shall not be responsible in any manner whatsoever
for the correctness of any recitals, statements, representations or warranties
contained in any Noteholder Document. The Collateral Agent makes no
representation as to the value or condition of the Collateral or any part
thereof, as to the title of any Grantor to the Collateral, as to the security
afforded by any Noteholder Document, as to the validity, execution,
enforceability, legality or sufficiency of any Noteholder Document or any other
document or instrument referred to or provided for herein, or as to the
perfection of any security interests granted

                                       27
<PAGE>

pursuant to any of the foregoing documents or instruments and the Collateral
Agent shall incur no liability or responsibility in respect of any such matters.
The Collateral Agent shall not be responsible for insuring the Collateral, for
the payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise for the maintenance of the Collateral, except as provided in the
immediately following sentence when the Collateral Agent has possession or
control of the Collateral. Except as otherwise provided herein, the Collateral
Agent shall have no duty to the Grantors or to the Secured Parties as to any
Collateral in its possession or control or in the possession or control of any
agent or nominee of the Collateral Agent or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto, except the duty to accord such Collateral the same care that it
normally accords to its own assets and the duty to account for moneys received
by it. The Collateral Agent shall not be required to ascertain or inquire as to
the performance by any Grantor of any of the covenants or agreements contained
herein or in any other agreement. Neither the Collateral Agent nor any officer,
agent or representative thereof shall be liable for any action taken or omitted
to be taken by any such person in connection with any Noteholder Document or the
Intercreditor Agreement except for such person's own gross negligence or willful
misconduct (it being understood that any action taken in accordance with the
terms of any Noteholder Document or the Intercreditor Agreement by the
Collateral Agent or any such officer, agent or representative at the direction
or instruction of the Trustee or the Representatives or the holders of at least
25% of the aggregate principal amount of (x) the Notes and (y) any Designated
Pari Passu Obligations in accordance with the terms of this Agreement (or not
taken, in the absence of any such directions or instructions) shall not
constitute gross negligence or willful misconduct). Neither the Collateral Agent
nor any officer, agent or representative thereof shall be liable for any action
taken by any such person in accordance with any notice given by the Trustee and
the Representatives or the holders of at least 25% in aggregate principal amount
of the (x) Notes and (y) any Designated Pari Passu Obligations, even if, at the
time such action is taken by any such Person, the Trustee and the
Representatives or holders of at least 25% in aggregate principal amount of the
(x) Notes and any (y) Designated Pari Passu Obligations, which gave the notice
to take such action shall no longer be the Trustee and the Representatives or
the holders of at least 25% in aggregate principal amount of the (x) Notes and
(y) any Designated Pari Passu Obligations. The Collateral Agent may execute any
of the powers granted under this Agreement and perform any duty hereunder either
directly or by or through agents, accountants, appraisers, attorneys-in-fact or
other experts.

                  SECTION 10.02. Reliance by Collateral Agent; Indemnity Against
Liabilities, etc. (a) Whenever in the performance of its duties under any
Noteholder Document the Collateral Agent shall deem it necessary or desirable
that a matter be proved or established with respect to any Grantor or any other
person in connection with the taking, suffering or omitting of any action
hereunder by the Collateral Agent, such matter may be conclusively deemed to be
proved or established by a certificate executed by an officer of such Person
which is believed by the Collateral Agent to be genuine and to have been signed
or sent by the proper Person or a written opinion from legal counsel acceptable
to the Collateral Agent, and the Collateral Agent shall have no liability with
respect to any action taken, not taken, suffered or omitted in reliance thereon.

                  (b) The Collateral Agent may consult with counsel and shall
not incur any liability in taking or not taking any action under any Noteholder
Document in good faith in accordance with any advice of such counsel. The
Collateral Agent shall have the right but not the obligation at any time to seek
instructions concerning the administration of any Noteholder Document, the
duties created hereunder or the Collateral from the Trustee or any
Representative or any court of competent jurisdiction.

                  (c) The Collateral Agent shall not incur any liability in
relying upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order or other paper or document which it in
good faith believes to be genuine and to have been signed or presented by the
proper party. The Collateral Agent may conclusively rely, as to the truth of the
statements and the

                                       28
<PAGE>

correctness of the opinions expressed therein, upon any certificate or opinions
that are believed by the Collateral Agent to be genuine and signed or furnished
by the proper Person furnished to the Collateral Agent in connection with any
Noteholder Document.

                  (d) The Collateral Agent shall not be deemed to have actual,
constructive, direct or indirect notice or knowledge of the occurrence of any
Event of Default unless and until the Collateral Agent shall have received
written notice thereof from the Trustee or a Representative, as the case may be.
The Collateral Agent shall have no obligation whatsoever either prior to or
after receiving such a notice which is believed by the Collateral Agent to be
genuine and to have been signed or sent by the proper Person to inquire whether
an Event of Default has, in fact, occurred and shall be entitled to rely
conclusively, and shall be fully protected in so relying, on any such notice so
furnished to it.

                  (e) If the Collateral Agent has been requested to take any
specific action by the Trustee or any Representative pursuant to any provision
of any Noteholder Document, the Collateral Agent shall not be under any
obligation to exercise any of the rights or powers vested in it by such
Noteholder Document or expend any funds in the manner so requested unless it
shall have been provided indemnity by the Secured Parties on whose behalf such
request shall have been made reasonably satisfactory to it against the costs,
expenses and liabilities which may be incurred by it in compliance with such
request or direction.

                  (f) In the event there is any disagreement between the parties
to any Noteholder Document resulting in any claims being made in connection with
or otherwise giving rise to any dispute relating to the Collateral held by the
Collateral Agent, and the terms of the Noteholder Documents do not unambiguously
mandate the action the Collateral Agent is to take or not to take in connection
therewith under the circumstances then existing, or the Collateral Agent is in
doubt as to what action it is required to take or not to take, it shall be
entitled to refrain from taking any action until directed otherwise in writing
by (i) a request signed by or on behalf of the holders of at least 25% in
aggregate principal amount of the outstanding Notes and Designated Pari Passu
Obligations, taken together (or, if conflicting instructions are received from
different holders of at least such amount, then the holders of a greater
percentage of the aggregate principal amount of the outstanding Notes and
Designated Pari Passu Obligations, taken together) or (ii) order of a court of
competent jurisdiction.

                  (g) No direction given to the Collateral Agent by any party
which imposes, purports to impose or might reasonably be expected to impose upon
the Collateral Agent any obligation or liability not set for in or arising under
the Indenture or any Noteholder Document accepted by the Collateral Agent, or
any amendment, supplement or other modification to the Indenture or any other
Noteholder Document adverse to the rights and obligations of the Collateral
Agent, shall be binding upon the Collateral Agent unless the Collateral Agent
elects, at its sole option, to accept such direction or any such amendment,
supplement or modification.

                  (h) Without prejudice to the provisions of this Article X, the
Trustee hereby irrevocably appoints and authorizes the Collateral Agent (and any
successor acting as Collateral Agent) to act as the person holding the power of
attorney (in such capacity, the "fonde de pouvoir") of the Trustee as
contemplated under Article 2692 of the Civil Code of Quebec, and to enter into,
to take and to hold on their behalf, and for their benefit, any hypothec, and to
exercise such powers and duties which are conferred upon the fonde de pouvoir
under any hypothec. Moreover, without prejudice to such appointment and
authorization to act as the person holding the power of attorney as aforesaid,
the Trustee hereby irrevocably appoints and authorizes the Collateral Agent (and
any successor acting as Collateral Agent) (in such capacity, the "Custodian") to
act as agent and custodian for and on behalf of the Trustee to hold and to be
the sole registered holder of any debenture which may be issued under any
hypothec, the whole notwithstanding Section 32 of the Act respecting the special
powers of legal persons (Quebec) or

                                       29
<PAGE>

any other applicable law. In this respect, (i) the Custodian shall keep a record
indicating the names and addresses of, and the pro rata portion of the
obligations and indebtedness secured by any pledge of any such debenture and
owing to the Trustee (all of which information shall be certified in writing to
the Custodian by the Trustee upon request of the Custodian, and the Custodian
shall be fully protected in conclusively relying thereon), and (ii) the Trustee
will be entitled to the benefits of any charged property covered by any hypothec
and will participate in the proceeds of realization of any such charged
property, the whole in accordance with the terms hereof.

                  (i) Each of the fonde de pouvoir and the Custodian shall (a)
have the sole and exclusive right and authority to exercise, except as may be
otherwise specifically restricted by the terms hereof, all rights and remedies
given to fonde de pouvoir and the Custodian (as applicable) with respect to the
charged property under any hypothec, any debenture or pledge thereof relating to
any hypothec, applicable laws or otherwise, (b) benefit from and be subject to
all provisions hereof with respect to the Collateral Agent mutatis mutandis,
including, without limitation, all such provisions with respect to the liability
or responsibility to and indemnification by the Trustee, and (c) be entitled to
delegate from time to time any of its powers or duties under any hypothec, any
debenture or pledge thereof relating to any hypothec, applicable laws or
otherwise and on such terms and conditions as it may determine from time to
time. Any person who becomes a Trustee shall be deemed to have consented to and
confirmed: (y) the fonde de pouvoir as the person holding the power of attorney
as aforesaid and to have ratified, as of the date it becomes a Trustee, all
actions taken by the fonde de pouvoir in such capacity, (z) the Custodian as the
agent and custodian as aforesaid and to have ratified, as of the date it becomes
a Trustee, all actions taken by the Custodian in such capacity.

                  SECTION 10.03. Appointment, Resignation and Removal of the
Collateral Agent. The Collateral Agent hereby accepts its appointment as the
Collateral Agent pursuant to the Indenture and agrees to serve as the Collateral
Agent until the Collateral Agent is removed or resigns. The Collateral Agent may
at any time, by giving 30 days' prior written notice to the Company, the Trustee
and the Representatives of the holders of the Designated Pari Passu Obligations,
resign and be discharged from the responsibilities created under any Noteholder
Document, such resignation to become effective upon the appointment of a
successor by the Trustee with, so long as no Event of Default has occurred and
is continuing, the consent of the Company (such consent not to be unreasonably
withheld) and the acceptance of such appointment by such successor. If no
successor shall be appointed and approved within 30 days after the date of any
such resignation, the Collateral Agent may apply to any court of competent
jurisdiction to appoint a successor to act until a successor shall have been
appointed as above provided or may, on behalf of the Secured Parties, appoint a
successor Collateral Agent which shall be a bank with an office in New York, New
York having a combined capital and surplus of at least $50,000,000.

                  SECTION 10.04. Expenses and Indemnification. By accepting the
benefits of this Agreement, each of the Noteholders and the holders of
Designated Pari Passu Obligations severally agrees (i) to pay and reimburse the
Collateral Agent, on demand, in the amount of its pro rata share from time to
time (based on the principal amount of the Notes and Designated Pari Passu
Obligations, of such Secured Party and the other applicable Secured Parties), of
any fees and expenses referred to in the Intercreditor Agreement or any
Noteholder Document securing Obligations owed to such Secured Parties and/or any
other fees due to and expenses incurred by the Collateral Agent in connection
with the performance of its duties hereunder, the administration of any Security
Documents and the enforcement and protection of the rights of the Collateral
Agent and the Secured Parties which shall not have been paid or reimbursed by
the Company or any other Grantor or paid from the proceeds of Collateral as
provided herein and (ii) to indemnify and hold harmless the Collateral Agent and
its Affiliates and their respective directors, officers, employees, agents and
attorneys (each, an "Indemnified Party"), on demand, in the amount of such pro
rata share, from and against any and all liabilities, taxes, obligations,
losses, damages,

                                       30
<PAGE>

penalties, actions, judgments, suits, costs, expenses or disbursements referred
to in this Agreement and/or incurred by the Collateral Agent in connection with
the execution, delivery, performance, preparation and administration of the
Intercreditor Agreement or any Noteholder Documents or the enforcement and
protection of the rights of the Secured Parties, to the extent the same shall
not have been paid or reimbursed by the Company or any other Grantor or paid
from the proceeds of Collateral as provided herein; provided, in each case, that
no Secured Party shall be liable to any Indemnified Party for any portion of
such expenses, liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of such Person as determined by a court
of competent jurisdiction.

                                   ARTICLE XI

                        Designated Pari Passu Obligations

                  SECTION 11.01. Designation. The Company may from time to time,
subject to any limitations contained in any existing Designated Pari Passu
Obligations Governing Documents and the Indenture, designate additional
obligations of the Company or any of its Subsidiaries (the "Designated Pari
Passu Obligations") that are, or are to be, secured, on an equal and ratable
basis with the Note Obligations, by Liens on any Collateral by delivering to the
Collateral Agent, the Trustee and each Representative of holders of Designated
Pari Passu Obligations a notice:

                  (i) describing the obligations being designated as Designated
         Pari Passu Obligations, and including a statement of the maximum
         aggregate outstanding principal amount of such obligations;

                  (ii) listing the Designated Pari Passu Obligations Governing
         Documents under which such Designated Pari Passu Obligations are issued
         or incurred, and attaching copies of such Designated Pari Passu
         Obligations Governing Documents;

                  (iii) appointing the Collateral Agent as collateral agent with
         respect to such Designated Pari Passu Obligations, and identifying any
         Representative of the holders of such Designated Pari Passu
         Obligations;

                  (iv) certifying that the incurrence of such Designated Pari
         Passu Obligations, the creation of the Liens securing such Designated
         Pari Passu Obligations and the designation of such Designated Pari
         Passu Obligations as Designated Pari Passu Obligations hereunder do not
         violate or result in the Indenture or any other Designated Pari Passu
         Obligations Governing Documents;

                  (v) certifying that the Designated Pari Passu Obligations
         Governing Documents governing such Designated Pari Passu Obligations
         contain provisions under which the related Designated Pari Passu
         Obligations Secured Parties agree, or are deemed to agree, to be bound
         by the provisions of this Agreement; and

                  (vi) attaching a fully executed Accession Agreement under
         which the Representative of the holders of the Designated Pari Passu
         Obligations shall become a party this Agreement and appoint the
         Collateral Agent as collateral agent with respect to such Designated
         Pari Passu Obligations.

                  Upon the delivery of such notice and the related attachments
as provided above, the obligations designated in such notice shall become
Designated Pari Passu Obligations for all purposes of

                                       31
<PAGE>

this Agreement. Notwithstanding any other provision contained in this Section or
elsewhere in this Agreement, no obligation shall constitute a Designated Pari
Passu Obligation if the incurrence of such obligation, the creation of the Liens
securing such obligation or the designation of such obligation as a Designated
Pari Passu Obligation hereunder would violate or result in a default under any
provision of the Indenture or any existing Designated Pari Passu Obligations
Governing Document.

                                   ARTICLE XII

                   Subordination of Intercompany Indebtedness

                  SECTION 12.01. Subordination. To the fullest extent permitted
under law, the Company and each other Grantor hereby agrees that all
Intercompany Indebtedness owed to it by any Intercompany Obligor is hereby
expressly subordinated, to the extent and in the manner set forth in this
Article XII, to the payment in full in cash of all Obligations of such
Intercompany Obligor.

                  SECTION 12.02. Dissolution or Insolvency. Upon any
dissolution, winding up, liquidation or reorganization of any Intercompany
Obligor, whether in bankruptcy, insolvency, reorganization, arrangement or
receivership proceedings or otherwise, or upon any assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of any
Intercompany Obligor, or otherwise:

                  (a) the applicable Secured Parties shall, as between such
Secured Parties and the Company or any other Grantor, first be entitled to
receive payment in full in cash of the Obligations of such Intercompany Obligor
in accordance with the terms of such Obligations before the Company or such
Grantor shall be entitled to receive any payment on account of the Intercompany
Indebtedness of such Intercompany Obligor, whether as principal, interest or
otherwise; and

                  (b) any payment by, or distribution of the assets of, such
Intercompany Obligor of any kind or character, whether in cash, property or
securities, to which the Company or any other Grantor would be entitled except
for the provisions of clause (a) above shall, upon receipt by the Company or
such Grantor, be held in trust (or in a compte de sequestre, if applicable) for
the applicable Secured Parties and promptly paid or delivered directly to the
Collateral Agent for the benefit of such Secured Parties to the extent necessary
to make payment in full in cash of all such Obligations remaining unpaid, after
giving effect to any concurrent payment or distribution to such Secured Parties
in respect of such Obligations.

                  SECTION 12.03. Subrogation. Subject to (and only upon) the
prior payment in full in cash of all the Obligations of any Intercompany
Obligor, the Company or any other Grantor holding Intercompany Indebtedness of
such Intercompany Obligor shall be subrogated to the rights of the applicable
Secured Parties to receive payments or distributions in cash, property or
securities applicable to such Obligations until all amounts owing on the
Intercompany Indebtedness of such Intercompany Obligor shall be paid in full,
and as between and among such Intercompany Obligor, its creditors (other than
its Secured Parties) and the Company or any other Grantor holding Intercompany
Indebtedness of such Intercompany Obligor, no such payment or distribution made
to the Secured Parties by virtue of this Agreement that otherwise would have
been made to the Company or any other Grantor in respect of such Intercompany
Indebtedness shall be deemed to be a payment by such Intercompany Obligor on
account of such Intercompany Indebtedness.

                  SECTION 12.04. Other Creditors. Nothing contained in this
Article is intended to or shall impair, as between and among any Intercompany
Obligor, its creditors (other than the Secured

                                       32
<PAGE>

Parties) and the Company or any other Grantor holding Intercompany Indebtedness
of such Intercompany Obligor, the obligations of such Intercompany Obligor to
pay its Intercompany Indebtedness as and when the same shall become due and
payable in accordance with the terms thereof, or affect the relative rights of
the Company or any other Grantor holding Intercompany Indebtedness of such
Intercompany Obligor and the creditors of such Intercompany Obligor (other than
the Secured Parties).

                  SECTION 12.05. No Waiver. No right of any Secured Party to
enforce this Article shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of any of the Collateral Agent, the
other Secured Parties, or any Intercompany Obligor, or by any noncompliance by
any Intercompany Obligor with the terms, provisions and covenants contained in
any Noteholder Document or any Designated Pari Passu Obligations Governing
Document, and the Secured Parties are hereby expressly authorized to extend,
renew, increase, decrease, modify or amend the terms of the Obligations or any
security therefor, and to release, sell or exchange any such security and
otherwise deal freely with any Intercompany Obligor, all without notice to or
consent of the Company or any other Grantor and without affecting the
liabilities and obligations of the parties hereto.

                  SECTION 12.06. Obligations Hereunder Not Affected. (a) All
rights and interests of the Secured Parties under this Article, and all
agreements and obligations of the Company and each other Grantor under this
Article, shall remain in full force and effect irrespective of:

                  (i) any lack of validity or enforceability any Noteholder
         Document or any Designated Pari Passu Obligations Governing Document;

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Obligations, or any other
         amendment or waiver of or consent to departure from any Noteholder
         Document or any Designated Pari Passu Obligations Governing Document;

                  (iii) any exchange, release or nonperfection of any security
         interest in any Collateral, in respect of all or any of the
         Obligations; or

                  (iv) any other circumstance that might otherwise constitute a
         defense available to, or a discharge of, any Intercompany Obligor in
         respect of Obligations or of the Company or any Grantor in respect of
         the agreements contained in this Article.

                  (b) The agreements contained in this Article shall continue to
be effective or be reinstated, as the case may be, if at any time any payment of
the Obligations or any part thereof is rescinded or must otherwise be returned
by any Secured Party upon the insolvency, bankruptcy or reorganization of any
Intercompany Obligor or otherwise, all as though such payment had not been made.

                  (c) The Company and each Grantor hereby agree that the Secured
Parties may, without affecting or impairing any of the obligations of the
Company or such Grantor hereunder, from time to time to (i) renew, compromise,
extend, increase, accelerate or otherwise change the time for payment of, or
otherwise change the terms of, the Obligations or any part thereof and (ii)
exercise or refrain from exercising any rights against any Intercompany Obligor
or any other Person.

                                       33
<PAGE>

                                  ARTICLE XIII

                                  Miscellaneous

                  SECTION 13.01. Notices. All communications and notices
hereunder shall (except as otherwise expressly permitted herein) be given as
provided in the Indenture and the Designated Pari Passu Obligations Governing
Documents. All communications and notices hereunder to any Grantor other than
the Company shall be given to it in care of the Company as provided in the
Indenture.

                  SECTION 13.02. Waivers; Amendment. (a) No failure or delay by
the Collateral Agent or any Secured Party in exercising any right or power
hereunder or under the Indenture or any Designated Pari Passu Obligations
Governing Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Collateral Agent and the Secured Parties hereunder and under
the Indenture and the Designated Pari Passu Obligations Governing Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Indenture Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing,
no issuance of Additional Notes under the Indenture or Designated Pari Passu
Obligations shall be construed as a waiver of any default hereunder, regardless
of whether the Collateral Agent or any Secured Party may have had notice or
knowledge of such default at the time. No notice or demand on any Indenture
Party in any case shall entitle such Indenture Party to any other or further
notice or demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and the Indenture Party or
Indenture Parties and the Designated Pari Passu Obligations Secured Parties (or
the Representatives thereof) with respect to which such waiver, amendment or
modification is to apply, subject to any consent required under the Indenture or
any Designated Pari Passu Obligations Governing Documents.

                  SECTION 13.03. Collateral Agent's Fees and Expenses;
Indemnification. (a) The Company agrees to pay the Collateral Agent for its
services rendered hereunder the fees described in the separate fee letter
between the Company and the Collateral Agent, and to pay all fees and expenses
incurred by the Collateral Agent in connection with the performance of its
duties and enforcement of its rights hereunder and otherwise in connection with
the preparation, operation, administration and enforcement of this Agreement,
including, without limitation, reasonable attorney's fees and expenses and other
reasonable and related expenses incurred by the Collateral Agent.

                  (b) Each Grantor, to the fullest extent permitted under law,
jointly and severally agrees to indemnify the Collateral Agent, its Affiliates
and their respective officers, directors, employees, agents and representatives
(the "Indemnified Parties") against, and hold each Indemnified Party harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable fees, charges and disbursements of any counsel for any
Indemnified Party, incurred by or asserted against any Indemnified Party arising
out of the execution, delivery or performance of this Agreement or any agreement
or instrument referred to herein or contemplated hereby and the enforcement and
protection of the rights of the Collateral Agent thereunder or any claim,
litigation, investigation or proceeding relating to any of the foregoing or to
the Collateral, whether or not any Indemnified Party is a party thereto;
provided that such indemnity shall not, as to any Indemnified Party, be
available to the extent that such

                                       34
<PAGE>

losses, claims, damages, liabilities or related expenses shall have resulted
from the gross negligence or willful misconduct of such Indemnified Party as
determined by a court of competent jurisdiction.

                  (c) The provisions of this Section shall remain operative and
in full force and effect regardless of the termination of any Noteholder
Documents or any Designated Pari Passu Obligations Governing Documents, the
consummation of the transactions contemplated hereby, the repayment of any of
the Obligation, the invalidity or unenforceability of any term or provision of
any Noteholder Documents or any Designated Pari Passu Obligations Governing
Documents, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 13.04. Successors and Assigns. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of any Grantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and assigns.

                  SECTION 13.05. Survival of Agreement. All covenants,
agreements, representations and warranties made by the Indenture Parties in the
Indenture, in the Designated Pari Passu Obligations Governing Documents and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to the Noteholder Documents or the Designated Pari Passu Obligations
Governing Documents shall be considered to have been relied upon by the Secured
Parties and shall survive the execution and delivery of the Noteholder Documents
and the Designated Pari Passu Obligations Governing Documents and the Designated
Pari Passu Obligations, regardless of any investigation made by any Secured
Party or on its behalf and notwithstanding that (i) the Collateral Agent, or any
Noteholder or (ii) the Collateral Agent or any holder of Designated Pari Passu
Obligations, may have had notice or knowledge of an Event of Default or
incorrect representation or warranty at the time any Notes are issued under the
Noteholder Documents or the Designated Pari Passu Obligations are issued, as the
case may be, and shall, subject to Section 13.12, continue in full force and
effect as long as the principal of or any accrued interest on any Notes or
Designated Pari Passu Obligations, as the case may be, or any fee or any other
amount payable under the Indenture or the Designated Pari Passu Governing
Documents, as the case may be, is outstanding and unpaid.

                  SECTION 13.06. Counterparts; Effectiveness; Several Agreement.
This Agreement may be executed in counterparts, each of which shall constitute
an original but all of which when taken together shall constitute a single
contract, and shall become effective as provided in this Section. Delivery of an
executed signature page to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement. This
Agreement shall become effective (i) as to any Indenture Party when a
counterpart hereof executed on behalf of such Indenture Party shall have been
delivered to the Collateral Agent and a counterpart hereof shall have been
executed on behalf of the Collateral Agent and (ii) as to any Designated Pari
Passu Obligations Secured Party when an Accession Agreement executed on behalf
of such Designated Pari Passu Obligations Secured Party shall have been
delivered to the Collateral Agent and such Accession Agreement shall have been
executed on behalf of the Collateral Agent. Thereafter this Agreement shall be
binding upon such Indenture Party of Designated Pari Passu Obligations Secured
Party and the Collateral Agent and their respective permitted successors and
assigns, and shall inure to the benefit of such Indenture Party, Designated Pari
Passu Obligations Secured Party, the Collateral Agent and the other Secured
Parties and their respective successors and assigns, except that no Indenture
Party or Designated Pari Passu Obligations Secured Party shall have the right to
assign or transfer its rights or obligations hereunder (and any such assignment
or transfer shall be void) except as expressly contemplated by this Agreement.
This Agreement shall be construed as a separate agreement with respect to each
Indenture Party or Designated Pari Passu

                                       35
<PAGE>

Obligations Secured Party and may be amended, modified, supplemented, waived or
released with respect to any Indenture Party without the approval of any other
Indenture Party or Designated Pari Passu Obligations Secured Party and without
affecting the obligations of any other Indenture Party or Designated Pari Passu
Obligations Secured Party hereunder.

                  SECTION 13.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

                  SECTION 13.08. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to the Noteholder Documents or the Designated Pari Passu Obligations
Governing Documents, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in any Noteholder Document or in any Designated Pari Passu Obligations
Governing Document shall affect any right that any party hereto may otherwise
have to bring any action or proceeding relating to any Noteholder Document or
any Designated Pari Passu Obligations Governing Document in the courts of any
jurisdiction.

                  (c) Each party hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the
Indenture or any Designated Pari Passu Obligations Governing Document in any
court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 13.01. Nothing
in this Agreement or the Indenture or any Designated Pari Passu Obligation
Governing Document will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 13.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO ANY NOTEHOLDER DOCUMENT OR ANY DESIGNATED PARI PASSU OBLIGATIONS
GOVERNING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE,

                                       36
<PAGE>

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 13.10. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 13.11. Security Interest Absolute. The pledges and
security interests created by the Noteholder Documents shall be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of the
Indenture, any Designated Pari Passu Obligations Governing Document, any
agreement with respect to any of the 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 Obligations,
or any other amendment or waiver of or any consent to any departure from the
Indenture 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 any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the Obligations or this Agreement.

                  SECTION 13.12. Termination or Release. The termination of this
Agreement and each security interest granted hereby and the release of any
Collateral pledged or in which a security interest has been granted hereunder
shall be governed by the terms and conditions of the Indenture and any
Designated Pari Passu Obligations Governing Document. In connection with any
termination or release pursuant to the Indenture or any Designated Pari Passu
Obligations Governing Document, the Collateral Agent will execute and deliver to
each applicable Grantor, at such Grantor's expense, all documents that such
Grantor shall reasonably request to evidence such termination or release.

                  SECTION 13.13. Additional Grantors. (a) Upon execution and
delivery by the Collateral Agent and a Subsidiary of an instrument in a form
agreed to by the Collateral Agent and the Company (an "Additional Subsidiary
Agreement"), such Subsidiary shall become a party hereto and a Grantor under the
Indenture and any applicable Designated Pari Passu Obligations Governing
Document referenced therein to the extent set forth in such Additional
Subsidiary Agreement and shall, to the extent applicable, create pledges of and
security interests in its assets to secure the Obligations set forth in such
Additional Subsidiary Agreement with the same force and effect as if originally
named as a Current Assets Grantor and an Other Collateral Grantor herein. At the
time any Subsidiary shall become a party to this Agreement as provided in the
preceding sentence, the Schedules hereto shall be supplemented as appropriate to
reflect the pledges and security interests, as applicable, given or created by
such Subsidiary, and such supplemented Schedules shall replace the Schedules
that shall therefore have been attached to this Agreement. The execution and
delivery of any Additional Subsidiary Agreement and the amendment of the
Schedules hereto as above provided shall not require the consent of any other
Indenture Party. The rights and obligations of each Indenture Party shall remain
in full force and effect notwithstanding the addition of any new Indenture Party
as a party to this Agreement.

                  SECTION 13.14. Collateral Agent Appointed Attorney-in-Fact.
Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such
Grantor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instrument that the Collateral Agent may
deem necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest in each case upon the occurrence and
during the continuance of an Event of Default. Without limiting the generality
of the foregoing, the Collateral Agent shall have the

                                       37
<PAGE>

right, upon the occurrence and during the continuance of an Event of Default,
with full power of substitution either in the Collateral Agent's name or in the
name of such Grantor (a) to receive, endorse, assign and/or deliver any and all
notes, acceptances, checks, drafts, money orders or other evidences of payment
relating to the Collateral of such Grantor or any part thereof; (b) to demand,
collect, receive payment of, give receipt for and give discharges and releases
of all or any of the Collateral; (c) to sign the name of any Grantor on any
invoice or bill of lading relating to any of the Collateral; (d) to send
verifications of Accounts Receivable to any Account Debtor; (e) to commence and
prosecute any and all suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect or otherwise realize on all or any of
the Collateral or to enforce any rights in respect of any Collateral; (f) to
settle, compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent relating to the Collateral; and (h) to use, sell, assign, transfer,
pledge, make any agreement with respect to or otherwise deal with all or any of
the Collateral, and to do all other acts and things necessary to carry out the
purposes of this Agreement, as fully and completely as though the Collateral
Agent were the absolute owner of the Collateral for all purposes; provided that
nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. The Collateral Agent and the other Secured Parties
shall be accountable only for amounts actually received as a result of the
exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Grantor for
any act or failure to act hereunder, except for their own gross negligence or
willful misconduct or the breach of such Person of its obligations set forth
herein.

                  SECTION 13.15. Secured Party Obligations. Each Secured Party
will perform its obligations and pay all amounts owed by it under the Indenture
and the Designated Pari Passu Obligations Governing Documents in accordance with
the terms thereof.

                                       38
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                        THE GOODYEAR TIRE & RUBBER COMPANY,

                                          by
                                             /s/ D. R. Wells
                                             -----------------------------------
                                             Name:  D. R. Wells
                                             Title: Vice President and Treasurer

                                       39
<PAGE>

                                          WILMINGTON TRUST COMPANY, as
                                          Collateral Agent,

                                             by
                                                /s/ Auita E. Dallago
                                                --------------------------------
                                                Name:  Auita E. Dallago
                                                Title: Senior Financial Services
                                                       Officer

                                       40
<PAGE>

                                          ALLIED TIRE SALES, INC., as a CURRENT
                                          ASSETS GRANTOR and an OTHER COLLATERAL
                                          GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                          BELT CONCEPTS OF AMERICA, INC., as a
                                          CURRENT ASSETS GRANTOR and an OTHER
                                          COLLATERAL GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                          COSMOFLEX, INC., as a CURRENT ASSETS
                                          GRANTOR and an OTHER COLLATERAL
                                          GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                          DAPPER TIRE CO., INC., as a CURRENT
                                          ASSETS GRANTOR and an OTHER COLLATERAL
                                          GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                       41
<PAGE>

                                          DIVESTED COMPANIES HOLDING COMPANY, as
                                          a CURRENT ASSETS GRANTOR and an OTHER
                                          COLLATERAL GRANTOR,

                                             by
                                                /s/ Randall M. Loyd
                                                --------------------------------
                                                Name:  Randall M. Loyd
                                                Title: Vice President

                                             by
                                                /s/ Ronald J. Carr
                                                --------------------------------
                                                Name:  Ronald J. Carr
                                                Title: Vice President

                                          DIVESTED LITCHFIELD PARK PROPERTIES,
                                          INC., as a CURRENT ASSETS GRANTOR and
                                          an OTHER COLLATERAL GRANTOR,

                                             by
                                                /s/ Randall M. Loyd
                                                --------------------------------
                                                Name:  Randall M. Loyd
                                                Title: Vice President

                                             by
                                                /s/ Ronald J. Carr
                                                --------------------------------
                                                Name:  Ronald J. Carr
                                                Title: Vice President

                                       42
<PAGE>

                                          GOODYEAR CANADA INC., as a CURRENT
                                          ASSETS GRANTOR,

                                             by
                                                /s/ Linda Alexander
                                                --------------------------------
                                                Name:  Linda Alexander
                                                Title: Vice President

                                             by
                                                /s/ D. S. Hamilton
                                                --------------------------------
                                                Name:  D. S. Hamilton
                                                Title: Secretary

                                          GOODYEAR FARMS, INC., as a CURRENT
                                          ASSETS GRANTOR and an OTHER COLLATERAL
                                          GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                          GOODYEAR INTERNATIONAL CORPORATION, as
                                          a CURRENT ASSETS GRANTOR and an OTHER
                                          COLLATERAL GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                          THE KELLY-SPRINGFIELD TIRE
                                          CORPORATION, as a CURRENT ASSETS
                                          GRANTOR and an OTHER COLLATERAL
                                          GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                       43
<PAGE>

                                          WINGFOOT COMMERCIAL TIRE SYSTEMS,
                                          LLC., as a CURRENT ASSETS GRANTOR and
                                          an OTHER COLLATERAL GRANTOR,

                                             by
                                                /s/ D. R. Wells
                                                --------------------------------
                                                Name:  D. R. Wells
                                                Title: Vice President

                                          WINGFOOT VENTURES EIGHT INC., as a
                                          CURRENT ASSETS GRANTOR and an OTHER
                                          COLLATERAL GRANTOR,

                                             by
                                                /s/ Ronald J. Carr
                                                --------------------------------
                                                Name:  Ronald J. Carr
                                                Title: Vice President

                                       44
<PAGE>

                                          ACCEPTED AND AGREED, SOLELY FOR
                                          PURPOSES OF ARTICLE X:

                                          WELLS FARGO BANK, N.A., individually
                                          and as Trustee,

                                             by
                                                /s/ Michael T. Lechner
                                                --------------------------------
                                                Name:  Michael T. Lechner
                                                Title: Assistant Vice President

                                       45
<PAGE>

                                                                       EXHIBIT I

                           FORM OF ACCESSION AGREEMENT

AGREEMENT dated as of [-], among [NAME OF ACCEDING REPRESENTATIVE OF HOLDERS OF
DESIGNATED PARI PASSU OBLIGATIONS] (the "Acceding Representative"), THE GOODYEAR
TIRE & RUBBER COMPANY (the "Company") and WILMINGTON TRUST COMPANY, as
Collateral Agent (the "Collateral Agent").

A. Reference is made to the Collateral Agreement, dated as of March 12, 2004
(the "Collateral Agreement"), among the Company and the Collateral Agent.

B. Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Intercreditor Agreement.

C. The Company proposes to issue or incur [describe Designated Pari Passu
Obligations] (the "Acceding Obligations"), and the Acceding Representative will
serve as Representative for the holders of the Acceding Obligations. The
Acceding Obligations are being designated by the Company as Designated Pari
Passu Obligations pursuant to Section 11.01 of the Collateral Agreement.

D. The Acceding Representative wishes to appoint the Collateral Agent as
Collateral Agent under the Collateral Agreement with respect to the Acceding
Obligations.

Accordingly, the Acceding Representative, the Company and the Collateral Agent
agree as follows:

SECTION 1. Accession to the Collateral Agreement. The Acceding Representative,
on behalf of the holders of the Acceding Obligations hereby (a) becomes a
Representative under the Collateral Agreement, (b) accedes and becomes a party
thereto and, (b) appoints the Collateral Agent as Collateral Agent thereunder
with respect to the Acceding Obligations.

SECTION 2. Acceptance of Appointment. The Collateral Agent hereby accepts its
appointment as Collateral Agent for the Acceding Representative on behalf of the
holders of Acceding Obligations under the Collateral Agreement.

SECTION 3. Representations and Warranties Acceding Representative. The Acceding
Representative represents and warrants that it has the power and authority to
enter into this Agreement and has been authorized to do so by the holders of the
Acceding Obligations.

SECTION 3. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

SECTION 4. Benefit of Agreement. The agreements set forth herein or undertaken
pursuant hereto are for the benefit of, and may be enforced by, any party to the
Collateral Agreement.

SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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SECTION 6. Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 13.02 of the Indenture. All communications and
notices hereunder to the Acceding Representative shall be given to it at the
address set forth under its signature hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.

[NAME OF ACCEDING REPRESENTATIVE]

By:_______________________
Name:
Title:

For Notices
Attention of:
Address:
Telecopy No.:

WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT

By:_______________________
Name:
Title:

THE GOODYEAR TIRE & RUBBER COMPANY

By:_______________________
Name:
Title: