<PAGE>

                                                                    Exhibit 10.2

                              SECURITY AGREEMENT

                              Dated April 5, 2000

                                     from

                        The Grantors referred to herein

                                  as Grantors

                                      to

                       Morgan Stanley & Co. Incorporated

                              as Collateral Agent
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                       T A B L E   O F   C O N T E N T S
Section                                                                   Page

1.  Grant of Security........................................................2

2.  Security for Obligations.................................................7

3.  Grantors Remain Liable...................................................7

4.  Delivery and Control of Security Collateral..............................8

5.  Maintaining the Collateral Account.......................................9

6.  Investing of Amounts in the Collateral Account...........................9

7.  Release of Amounts......................................................10

8.  Representations and Warranties..........................................10

9.  Further Assurances......................................................14

10.  As to Equipment and Inventory..........................................15

11.  Insurance..............................................................15

12.  Place of Perfection; Records; Collection of Receivables................16

13.  As to Intellectual Property Collateral.................................17

14.  Voting Rights; Dividends; Etc..........................................19

15.  As to the Assigned Agreements..........................................21

16.  Payments Under the Assigned Agreements.................................21

17.  Transfers and Other Liens; Additional Shares...........................22

18.  Collateral Agent Appointed Attorney-in-Fact............................22
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19.  Collateral Agent May Perform...........................................23

20.  The Collateral Agent's Duties..........................................23

21.  Remedies...............................................................23

22.  Indemnity and Expenses.................................................26

23.  Amendments; Waivers; Additional Grantors; Etc..........................27

24.  Notices; Etc...........................................................27

25.  Continuing Security Interest; Assignments under the Credit Agreement...28

26.  Release; Termination...................................................28

27.  Security Interest Absolute.............................................29

28.  Execution in Counterparts..............................................30

29.  The Mortgages..........................................................30

30.  Governing Law..........................................................31
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                                       iii

Schedules

Schedule I     -  Pledged Shares and Pledged Debt
Schedule II    -  Assigned Agreements
Schedule III   -  Locations of Equipment and Inventory
Schedule IV    -  Chief Executive Office and Federal Tax Identification Number
Schedule V     -  Patents, Trademarks and Trade Names, Copyrights and Licenses
Schedule VI    -  Securities Accounts

Exhibits

Exhibit A      -  Form of Security Agreement Supplement
Exhibit B      -  Form of Consent and Agreement
Exhibit C      -  Form of Intellectual Property Security Agreement
Exhibit D      -  Form of Intellectual Property Security Agreement Supplement
Exhibit E      -  Form of Securities Account Control Agreement
<PAGE>

                              SECURITY AGREEMENT

            SECURITY AGREEMENT dated April 5, 2000, made by Interstate FiberNet,
Inc., a Delaware corporation (the "Borrower"), ITC/\Deltacom, Inc. (the
"Parent"), the other Persons listed on the signature pages hereof and the
Additional Grantors (as defined in Section 23(b)) (the Borrower, the Persons so
listed and the Additional Grantors being, collectively, the "Grantors") to
Morgan Stanley & Co. Incorporated, as collateral agent (together with any
successor collateral agent appointed pursuant to Article VIII of the Credit
Agreement (as hereinafter defined), the "Collateral Agent") for the Secured
Parties (as defined in the Credit Agreement).

            PRELIMINARY STATEMENTS:

            (1) The Borrower has entered into a Credit Agreement dated as of
April 5, 2000 (as it may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, being the "Credit
Agreement", capitalized terms used therein and not otherwise herein defined are
used herein as therein defined) with the Lender Parties and the Agents named
therein.

            (2) Pursuant to the Credit Agreement, each Grantor is entering into
this Agreement in order to grant to the Collateral Agent for the ratable benefit
of the Secured Parties a security interest in all of its personal property and
fixtures now owned or hereafter acquired.

            (3) Each Grantor is the owner of the shares (the "Initial Pledged
Shares") of stock set forth opposite such Grantor's name on and as otherwise
described in Part I of Schedule I hereto and issued by the corporations named
therein and of the indebtedness (the "Initial Pledged Debt") set forth opposite
such Grantor's name on and as otherwise described in Part II of Schedule I
hereto and issued by the obligors named therein.

            (4) The Borrower has opened a collateral securities account, Account
No.27-1701H (the "Collateral Account"), with Morgan Stanley & Co. Incorporated
at its office at 1585 Broadway, New York, New York 10036, in the name of the
Collateral Agent and under the sole control and dominion of the Collateral Agent
and subject to the terms of this Agreement.

            (5) The Parent has security entitlements (the "Pledged Security
Entitlements") with respect to all the financial assets (the "Pledged Financial
Assets") credited from time to time to the Parent's accounts as otherwise
described in Schedule VI (each a "Securities Account" and collectively the
"Securities Accounts").

            (6) It is a condition precedent to the making of Advances by the
Lender Parties under the Credit Agreement and the entry into Secured Hedge
Agreements by the Hedge
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                                       2


Banks from time to time that the Grantors shall have granted the security
interest and made the pledge contemplated by this Agreement.

            (7 ) Each Grantor will derive substantial direct and indirect
benefit from the transactions contemplated by the Loan Documents.

            (8) Unless otherwise defined in this Agreement or in the Credit
Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code in
effect in the State of New York ("N.Y. Uniform Commercial Code") and/or in the
Federal Book Entry Regulations (as defined below) are used in this Agreement as
such terms are defined in such Article 8 or 9 and/or the Federal Book Entry
Regulations. The term "Federal Book Entry Regulations" means (a) the federal
regulations contained in Subpart B ("Treasury/Reserve Automated Debt Entry
System (TRADES)") governing book-entry securities consisting of U.S. Treasury
bonds, notes and bills and Subpart D ("Additional Provisions") of 31 C.F.R. Part
357, 31 C.F.R. ss. 357.2, ss. 357.10 through ss. 357.14 and ss. 357.41 through
ss. 357.44 and (b) to the extent substantially identical to the federal
regulations referred to in clause (a) above (as in effect from time to time),
the federal regulations governing other book-entry securities.

            NOW, THEREFORE, in consideration of the premises and in order to
induce the Lender Parties to make Advances and to induce the Hedge Banks to
enter into Secured Hedge Agreements from time to time, each Grantor hereby
agrees with the Collateral Agent for the ratable benefit of the Secured Parties
as follows:

            SECTION 1. Grant of Security. Each Grantor hereby pledges to the
Collateral Agent for the ratable benefit of the Secured Parties (subject to the
terms of this Agreement), and hereby grants to the Collateral Agent for the
ratable benefit of the Secured Parties a security interest in, such Grantor's
right, title and interest in and to the following, in each case as to each type
of property described below, whether now owned or hereafter acquired by such
Grantor, wherever located, and whether now or hereafter existing or arising
(collectively, the "Collateral"):

            (a) all equipment in all of its forms, all fixtures and all parts
      thereof and all accessions thereto (any and all such equipment, fixtures,
      parts and accessions being the "Equipment");

            (b) all inventory in all of its forms including, without limitation,
      (i) all raw materials and work in process therefor, finished goods thereof
      and materials used or consumed in the manufacture, production, preparation
      or shipping thereof, (ii) goods in which such Grantor has an interest in
      mass or a joint or other interest or right of any kind (including, without
      limitation, goods in which such Grantor has an interest or right as
      consignee) and (iii) goods that are returned to or repossessed or stopped
      in transit by such Grantor) and all accessions thereto and products
      thereof and documents therefor (any and all such inventory, accessions,
      products and documents being the "Inventory");
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                                       3


            (c) all accounts, chattel paper, instruments, deposit accounts,
      general intangibles and other obligations of any kind, whether or not
      arising out of or in connection with the sale or lease of goods or the
      rendering of services and whether or not earned by performance, and all
      rights now or hereafter existing in and to all security agreements, leases
      and other contracts securing or otherwise relating to any such accounts,
      chattel paper, instruments, deposit accounts, general intangibles or
      obligations (any and all such accounts, chattel paper, instruments,
      deposit accounts, general intangibles and obligations, to the extent not
      referred to in clause (d), (e) or (f) below, being the "Receivables");

            (d)   the following (the "Security Collateral"):

                  (i) the Initial Pledged Shares and the certificates, if any,
            representing the Initial Pledged Shares, and all dividends, cash,
            instruments and other property from time to time received,
            receivable or otherwise distributed in respect of or in exchange for
            any or all of the Initial Pledged Shares;

                  (ii) the Initial Pledged Debt and the instruments, if any,
            evidencing the Initial Pledged Debt, and all interest, cash,
            instruments and other property from time to time received,
            receivable or otherwise distributed in respect of or in exchange for
            any or all of the Initial Pledged Debt;

                  (iii) all additional shares of stock from time to time
            acquired by such Grantor in any manner (such shares, together with
            the Initial Pledged Shares, being the "Pledged Shares") and the
            certificates, if any, representing such additional shares, and all
            dividends, cash, instruments and other property from time to time
            received, receivable or otherwise distributed in respect of or in
            exchange for any or all of such shares;

                  (iv) all additional indebtedness from time to time owed to
            such Grantor (such indebtedness, together with the Initial Pledged
            Debt, being the "Pledged Debt") and the instruments, if any,
            evidencing such indebtedness, and all interest, cash, instruments
            and other property from time to time received, receivable or
            otherwise distributed in respect of or in exchange for any or all of
            such indebtedness;

                  (v) the Securities Accounts, all Pledged Security Entitlements
            with respect to all Pledged Financial Assets from time to time
            credited to the Securities Accounts, and all Pledged Financial
            Assets, and all dividends, interest, cash, instruments and other
            property from time to time received, receivable or otherwise
            distributed in respect of or in exchange for any or all of such
            Pledged Security Entitlements or such Pledged Financial Assets; and
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                                       4


                  (vi) all other investment property (including, without
            limitation, all (A) securities, whether certificated or
            uncertificated, (B) security entitlements, (C) securities accounts,
            (D) commodity contracts and (E) commodity accounts) in which such
            Grantor has now, or acquires from time to time hereafter, any right,
            title or interest in any manner and the certificates or instruments,
            if any, representing or evidencing such investment property, and all
            dividends, interest, distributions, value, cash, instruments and
            other property from time to time received, receivable or otherwise
            distributed in respect of or in exchange for any or all of such
            investment property;

            (e) each of the agreements listed on Schedule II hereto, and each
      Hedge Agreement to which such Grantor is now or may hereafter become a
      party, in each case as such agreements may be amended, amended and
      restated, supplemented or otherwise modified from time to time
      (collectively, the "Assigned Agreements"), including, without limitation,
      (i) all rights of such Grantor to receive moneys due and to become due
      under or pursuant to the Assigned Agreements, (ii) all rights of such
      Grantor to receive proceeds of any insurance, indemnity, warranty or
      guaranty with respect to the Assigned Agreements, (iii) claims of such
      Grantor for damages arising out of or for breach of or default under the
      Assigned Agreements and (iv) the right of such Grantor to terminate the
      Assigned Agreements, to perform thereunder and to compel performance and
      otherwise exercise all remedies thereunder (all such Collateral being the
      "Agreement Collateral");

            (f)   the following (collectively, the "Account Collateral"):

                  (i) the Collateral Account, all financial assets from time to
            time credited to the Collateral Account (including, without
            limitation, all Cash Equivalents from time to time credited to the
            Collateral Account) and all dividends interest, cash, instruments
            and other property from time to time received, receivable or
            otherwise distributed in respect of or in exchange for any or all of
            such financial assets;

                  (ii) other than the Interest Reserve Escrow Account, all other
            deposit accounts of such Grantor from time to time, all funds held
            therein and all certificates and instruments, if any, from time to
            time representing or evidencing such deposit accounts;

                  (iii) all notes, certificates of deposit, deposit accounts,
            checks and other instruments from time to time delivered to or
            otherwise possessed by the Collateral Agent for or on behalf of such
            Grantor, including, without limitation, those delivered or possessed
            in substitution for or in addition to any or all of the then
            existing Account Collateral; and
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                                       5


                  (iv) all interest, dividends, cash, instruments and other
            property from time to time received, receivable or otherwise
            distributed in respect of or in exchange for any or all of the then
            existing Account Collateral; and

            (g) the following (collectively, the "Intellectual Property
            Collateral"):

                  (i) all United States, international and foreign patents,
            patent applications and statutory invention registrations,
            including, without limitation, the patents and patent applications
            set forth in Schedule V hereto (as such Schedule V may be
            supplemented from time to time by supplements to this Agreement,
            each such supplement being in substantially the form of Exhibit D
            hereto (an "IP Security Agreement Supplement"), executed and
            delivered by such Grantor to the Collateral Agent from time to
            time), together with all reissues, divisions, continuations,
            continuations-in-part, extensions and reexaminations thereof, all
            inventions therein, all rights therein provided by international
            treaties or conventions and all improvements thereto, and all other
            rights of any kind whatsoever of such Grantor accruing thereunder or
            pertaining thereto (the "Patents");

                  (ii) all trademarks (including, without limitation, service
            marks), certification marks, collective marks, trade dress, logos,
            domain names, product configurations, trade names, business names,
            corporate names and other source identifiers, whether or not
            registered, whether currently in use or not, including, without
            limitation, all common law rights and registrations and applications
            for registration thereof, including, without limitation, the
            trademark registrations and trademark applications set forth in
            Schedule V hereto (as such Schedule V may be supplemented from time
            to time by IP Security Agreement Supplements executed and delivered
            by such Grantor to the Collateral Agent from time to time), and all
            other marks registered in the U.S. Patent and Trademark Office or in
            any office or agency of any State or Territory of the United States
            or any foreign country (but excluding any United States
            intent-to-use trademark application prior to the filing and
            acceptance of a Statement of Use or an Amendment to allege use in
            connection therewith to the extent that a valid security interest
            may not be taken in such an intent-to-use trademark application
            under applicable law), and all rights therein provided by
            international treaties or conventions, all reissues, extensions and
            renewals of any of the foregoing, together in each case with the
            goodwill of the business connected therewith and symbolized thereby,
            and all rights corresponding thereto throughout the world and all
            other rights of any kind whatsoever of such Grantor accruing
            thereunder or pertaining thereto (the "Trademarks");

                  (iii) all copyrights, copyright applications, copyright
            registrations and like protections in each work of authorship,
            whether statutory or common law,
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                                       6


            whether published or unpublished, any renewals or extensions
            thereof, all copyrights of works based on, incorporated in, derived
            from, or relating to works covered by such copyrights, including,
            without limitation, the copyright registrations and copyright
            applications set forth in Schedule V hereto (as such Schedule V may
            be supplemented from time to time by IP Security Agreement
            Supplements executed and delivered by such Grantor to the Collateral
            Agent from time to time), together with all rights corresponding
            thereto throughout the world and all other rights of any kind
            whatsoever of such Grantor accruing thereunder or pertaining thereto
            (the "Copyrights");

                  (iv) all confidential and proprietary information, including,
            without limitation, know-how, trade secrets, manufacturing and
            production processes and techniques, inventions, research and
            development information, technical data, financial, marketing and
            business data, pricing and cost information, business and marketing
            plans and customer and supplier lists and information (the "Trade
            Secrets");

                  (v) all computer software programs and databases (including,
            without limitation, source code, object code and all related
            applications and data files), firmware and documentation and
            materials relating thereto, and all rights with respect to the
            foregoing, together with any and all options, warranties, service
            contracts, program services, test rights, maintenance rights,
            improvement rights, renewal rights and indemnifications and any
            substitutions, replacements, additions or model conversions of any
            of the foregoing (the "Computer Software");

                  (vi) all license agreements, permits, authorizations and
            franchises, whether with respect to the Patents, Trademarks,
            Copyrights, Trade Secrets or Computer Software or with respect to
            the patents, trademarks, copyrights, trade secrets, computer
            software or other proprietary right of any other Person, including,
            without limitation, the license agreements set forth in Schedule V
            hereto (as such Schedule V may be supplemented from time to time by
            IP Security Agreement Supplements executed and delivered by such
            Grantor to the Collateral Agent from time to time), and all income,
            royalties and other payments now or hereafter due and/or payable
            with respect thereto, subject, in each case, to the terms of such
            license agreements, permits, authorizations and franchises (the
            "Licenses"); and

                  (vii) any and all claims for damages for past, present and
            future infringement, misappropriation or breach with respect to the
            Patents, Trademarks, Copyrights, Trade Secrets, Computer Software or
            Licenses together with the right, but not the obligation, to sue for
            and collect, or otherwise recover, such damages; and
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                                       7


            (h) all proceeds of any and all of the Collateral (including,
      without limitation, proceeds that constitute property of the types
      described in clauses (a) through (g) of this Section 1 and this clause
      (h)) and, to the extent not otherwise included, all (i) payments under
      insurance (whether or not the Collateral Agent is the loss payee thereof),
      or any indemnity, warranty or guaranty, payable by reason of loss or
      damage to or otherwise with respect to any of the foregoing Collateral and
      (ii) cash.

Notwithstanding anything herein to the contrary, the Collateral shall not
include any general intangibles or other rights arising under any contracts,
instruments, licenses, permits or other documents as to which the grant of a
security interest would constitute a violation of a valid and enforceable
restriction (whether arising by contract or under law or governmental
regulation) in favor of a third party (including a governmental authority) on
such grant or a violation of law or governmental regulation, unless and until
any required consents shall have been obtained.

            SECTION 2. Security for Obligations. This Agreement secures, in the
case of each Grantor, the payment of all Obligations of such Grantor now or
hereafter existing under the Loan Documents, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations,
interest, fees, premiums, penalties, indemnifications, contract causes of
action, costs, expenses or otherwise (all such Obligations being the "Secured
Obligations").

            Without limiting the generality of the foregoing, this Agreement
secures, as to each Grantor, the payment of all amounts that constitute part of
the Secured Obligations and would be owed by such Grantor to any Secured Party
under the Loan Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving a Loan Party.

            Notwithstanding anything to the contrary herein, at any time that
any agreement to which the Parent or any of its Subsidiaries are party is in
full force and effect which restricts the ability of the Parent and/or its
Subsidiaries to secure the Obligations of the Loan Parties in respect of the
Tranche 2 Term B Facility with all of the assets of the Parent and its
Subsidiaries, the Tranche 2 Term B Facility shall only be secured by the
Equipment purchased with the proceeds of the Tranche 2 Term B Advances and all
proceeds of such Equipment as described in Section 1(h).

            SECTION 3. Grantors Remain Liable. Anything herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts and
agreements included in such Grantor's Collateral to the extent set forth therein
to perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by the Collateral Agent
of any of the rights hereunder shall not release any Grantor from any of its
duties or obligations under the contracts and agreements included in the
Collateral and (c) no Secured Party shall have any obligation or liability under
the contracts and agreements included in the Collateral by reason of this
Agreement or any other Loan Document, nor shall
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                                       8


any Secured Party be obligated to perform any of the obligations or duties of
any Grantor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.

            SECTION 4. Delivery and Control of Security Collateral. (a) All
certificates or instruments representing or evidencing Security Collateral shall
be delivered to and held by or on behalf of the Collateral Agent pursuant hereto
and shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent. The Collateral Agent shall have
the right, at any time in its discretion and without notice to any Grantor, to
transfer to or to register in the name of the Collateral Agent or any of its
nominees any or all of the Security Collateral, subject only to the revocable
rights specified in Section 14(a). In addition, the Collateral Agent shall have
the right at any time to exchange certificates or instruments representing or
evidencing Security Collateral for certificates or instruments of smaller or
larger denominations. Also, the Collateral Agent shall have the right at any
time to convert Security Collateral consisting of financial assets credited to
the securities account to Security Collateral consisting of financial assets
held directly by the Collateral Agent, and to convert Security Collateral
consisting of financial assets held directly by the Collateral Agent to Security
Collateral consisting of financial assets credited to the securities account.

            (b) With respect to any Security Collateral in which any Grantor has
any right, title or interest and that constitutes an uncertificated security,
such Grantor will cause the issuer thereof either (i) to register the Collateral
Agent as the registered owner of such security or (ii) to agree in writing with
such Grantor and the Collateral Agent that such issuer will comply with
instructions with respect to such security originated by the Collateral Agent
without further consent of such Grantor, such agreement to be in form and
substance satisfactory to the Collateral Agent.

            (c) With respect to any Security Collateral in which any Grantor has
any right, title or interest and that constitutes a security entitlement, such
Grantor will cause the securities intermediary with respect to such security
entitlement either (i) to identify in its records the Collateral Agent as the
entitlement holder of such security entitlement against such securities
intermediary or (ii) to agree in writing with such Grantor and the Collateral
Agent that such securities intermediary will comply with entitlement orders
(that is, notifications communicated to such securities intermediary directing
transfer or redemption of the financial asset to which such Grantor has a
security entitlement) originated by the Collateral Agent without further consent
of such Grantor, such agreement to be substantially in the form of Exhibit E
attached hereto or otherwise in form and substance satisfactory to the
Collateral Agent (such agreement being a "Securities Account Control
Agreement"); provided, however, that with respect to any such Security
Collateral existing as of the Effective Date, the Grantor shall take all actions
required by this Section 4(c) on or prior to May 15, 2000.

            (d) With respect to any Security Collateral in which any Grantor has
any right, title or interest and that constitutes a commodity contract, such
Grantor shall cause the
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                                       9


commodity intermediary with respect to such commodity contract to agree in
writing with such Grantor and the Collateral Agent that such commodity
intermediary will apply any value distributed on account of such commodity
contract as directed by the Collateral Agent without further consent of such
Grantor, such agreement to be in form and substance satisfactory to the
Collateral Agent (such agreement being a "Commodity Account Control Agreement",
and all such agreements together with all Securities Account Control Agreements,
being collectively, the "Control Agreements").

            (e) No Grantor will change or add any securities intermediary or
commodity intermediary that maintains any securities account or commodity
account in which any of the Collateral is credited or carried, or change or add
any such securities account or commodity account, in each case without first
complying with the above provisions of this Section 4 in order to perfect the
security interest granted hereunder in such Collateral.

            SECTION 5. Maintaining the Collateral Account. So long as any
Advance or any other Obligation of any Loan Party under any Loan Document shall
remain unpaid, any Secured Hedge Agreement shall be in effect or any Lender
shall have any Commitment under the Credit Agreement:

            (a) The Borrower will maintain the Collateral Account with the
      Collateral Agent or another commercial bank acceptable to the Collateral
      Agent and that has entered into a Securities Account Control Agreement
      (the Collateral Agent or any bank with which the Collateral Account is
      maintained being a "Collateral Bank").

            (b) It shall be a term and condition of the Collateral Account,
      notwithstanding any term or condition to the contrary in any other
      agreement relating to the Collateral Account, as the case may be, and
      except as otherwise provided by the provisions of Sections 7 and 21, that
      no amount (including interest on Cash Equivalents credited thereto) will
      be paid or released to or for the account of, or withdrawn by or for the
      account of, the Borrower or any other Person from the Collateral Account.

            (c) Each Grantor will deposit in the Collateral Account or pay to
      the Collateral Agent for deposit in the Collateral Account all funds
      contemplated by Section 2.05(b)(ii) of the Credit Agreement in accordance
      with the terms thereof.

            SECTION 6. Investing of Amounts in the Collateral Account. The
Collateral Agent will, subject to the provisions of Sections 7 and 21, from time
to time direct the Collateral Bank to (a) invest amounts received with respect
to the Collateral Account in such Cash Equivalents credited to the Collateral
Account as the Borrower may select and the Collateral Agent may approve and (b)
invest interest paid on the Cash Equivalents referred to in clause (a) above,
and reinvest other proceeds of any such Cash Equivalents that may mature or be
sold, in each case in such Cash Equivalents credited to the Collateral Account
as the Borrower may select and the Collateral Agent may approve. Interest and
proceeds that are not invested or reinvested
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                                       10


in Cash Equivalents as provided above shall be deposited and held in a deposit
account with the Collateral Bank in the name of the Collateral Agent and under
the sole control and dominion of the Collateral Agent, such deposit account to
be deemed to constitute part of the Collateral Account. In addition, the
Collateral Agent shall have the right at any time to direct the Collateral Bank
to exchange such Cash Equivalents for similar Cash Equivalents of smaller or
larger determinations, or for other Cash Equivalents, credited to the Collateral
Account.

            SECTION 7. Release of Amounts. So long as no Default shall have
occurred and be continuing, the Collateral Agent will direct the applicable
Collateral Bank to pay and release to the Borrower or at its order or, at the
request of the Borrower, to the Administrative Agent to be applied to the
Obligations of the Borrower under the Loan Documents, such amount, if any, as is
then on deposit in the Collateral Account, as the case may be, to the extent
permitted to be released under the terms of the Credit Agreement.

            SECTION 8. Representations and Warranties. Each Grantor represents
and warrants as follows:

            (a) All of the Equipment and Inventory of such Grantor are located
      at the places specified therefor in Schedule III hereto, as such Schedule
      III may be amended from time to time pursuant to Section 10(a). The chief
      executive office of such Grantor is located at the address specified
      therefor in Schedule IV hereto, as such Schedule IV may be amended from
      time to time pursuant to Section 12(a). Such Grantor's federal tax
      identification number is set forth opposite such Grantor's name in
      Schedule IV hereto. All Security Collateral consisting of certificated
      securities and instruments has been delivered to the Collateral Agent.
      None of the Receivables or Agreement Collateral is evidenced by a
      promissory note or other instrument that has not been delivered to the
      Collateral Agent.

            (b) Such Grantor is the legal and beneficial owner of the Collateral
      of such Grantor free and clear of any Lien, claim, option or right of
      others, except for the security interest created under this Agreement or
      permitted under the Credit Agreement and except for rights of others under
      any License. No effective financing statement or other instrument similar
      in effect covering all or any part of such Collateral or listing such
      Grantor or any trade name of such Grantor as debtor is on file in any
      recording office, except such as may have been filed in favor of the
      Collateral Agent relating to the Loan Documents or as otherwise permitted
      under the Credit Agreement. Such Grantor has the trade names listed on
      Schedule V hereto.

            (c) Such Grantor has exclusive possession and control of the
      Equipment and Inventory other than Inventory stored at any leased premises
      or warehouse for which a landlord's or warehouseman's agreement, in form
      and substance reasonably satisfactory to the Collateral Agent, is in
      effect and which leased premises or warehouse is so indicated
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                                       11


      by an asterisk on Schedule III hereto, as such Schedule III may be amended
      from time to time pursuant to Section 10(a).

            (d) The Pledged Shares pledged by such Grantor hereunder have been
      duly authorized and validly issued and are fully paid and non-assessable.
      The Pledged Debt pledged by such Grantor hereunder has been duly
      authorized, authenticated or issued and delivered, is the legal, valid and
      binding obligation of the issuers thereof, is evidenced by one or more
      promissory notes (which notes have been delivered to the Collateral Agent)
      and is not in default.

            (e) The Initial Pledged Shares constitute the percentage of the
      issued and outstanding shares of stock of the issuers thereof indicated on
      Schedule I hereto as of the date hereof. The Initial Pledged Debt
      constitutes all of the outstanding indebtedness owed to such Grantor by
      the issuers thereof and is outstanding, as of the date hereof, in the
      principal amount indicated on Schedule I hereto as of the date hereof.

            (f) All of the investment property owned by such Grantor as of the
      date hereof is listed on Schedule I hereto.

            (g) The Assigned Agreements to which such Grantor is a party, true
      and complete copies of which (other than the Hedge Agreements) have been
      furnished to each Secured Party, have been duly authorized, executed and
      delivered by all parties thereto, are in full force and effect and are
      binding upon and enforceable against all parties thereto in accordance
      with their terms. There exists no default under any Assigned Agreement to
      which such Grantor is a party by any party thereto. Each party to the
      Assigned Agreements listed on Part A of Schedule II hereto to which such
      Grantor is a party other than the Grantors has executed an delivered to
      such Grantor a consent in substantially the form of Exhibit B hereto or
      otherwise in form and substance reasonably satisfactory to the Collateral
      Agent, to the assignment of the Agreement Collateral to the Collateral
      Agent pursuant to this Agreement. Each Grantor will use its best efforts
      to obtain, on or prior to August 5, 2000, a consent from each party to the
      Assigned Agreements listed on Part B of Schedule II hereto to which such
      Grantor is a party in substantially the form of Exhibit B hereto or
      otherwise in form and substance reasonably satisfactory to the Collateral
      Agent, to the assignment of the Agreement Collateral to the Collateral
      Agent pursuant to this Agreement.

            (h) All filings and other actions necessary or desirable to perfect
      and protect the security interest in the Collateral of such Grantor
      created under this Agreement have been duly made or taken and are in full
      force and effect, and this Agreement creates in favor of the Collateral
      Agent for the benefit of the Secured Parties a valid and, together with
      such filings and other actions, perfected first priority security interest
      in the Collateral of such Grantor, securing the payment of the Secured
      Obligations.
<PAGE>

                                       12


            (i) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for (i) the grant by such Grantor of the
      pledge and security interest granted hereunder or for the execution,
      delivery or performance of this Agreement by such Grantor, (ii) the
      perfection or maintenance of the pledge and security interest created
      hereunder (including the first priority nature of such pledge or security
      interest), except for the filing of financing statements under the Uniform
      Commercial Code, which financing and continuation statements have been
      duly filed and are in full force and effect, the recordation of the
      Intellectual Property Security Agreements referred to in Section 13(f)
      with the U.S. Patent and Trademark Office and the U.S. Copyright Office,
      which Agreements have been duly recorded and are in full force and effect,
      and the actions described in Section 4 with respect to Security
      Collateral, which actions have been taken and are in full force and
      effect, or (iii) the exercise by the Collateral Agent of its voting or
      other rights provided for in this Agreement or the remedies in respect of
      the Collateral pursuant to this Agreement, except as may be required in
      connection with the disposition of any portion of the Security Collateral
      by laws affecting the offering and sale of securities generally.

            (k) The Inventory that has been produced or distributed by such
      Grantor has been produced in compliance with all requirements of
      applicable law, including, without limitation, the Fair Labor Standards
      Act.

            (l)   As to itself and its Intellectual Property Collateral:

                  (i) The rights of such Grantor in or to the Intellectual
            Property Collateral do not conflict with, misappropriate or infringe
            upon the intellectual property rights of any third party, and no
            claim has been asserted that the use of such Intellectual Property
            Collateral does or may infringe upon the intellectual property
            rights of any third party.

                  (ii) Such Grantor is the exclusive owner of the entire and
            unencumbered right, title and interest in and to the Intellectual
            Property Collateral and is entitled to use all such Intellectual
            Property Collateral without limitation, subject only to the license
            terms of the Licenses.

                  (iii) The Intellectual Property Collateral set forth on
            Schedule V hereto includes all of the patents, patent applications,
            trademark registrations and applications, copyright registrations
            and applications and Licenses, other than commercial off-the-shelf
            software licenses, owned by such Grantor.

                  (iv) The Intellectual Property Collateral is subsisting and
            has not been adjudged invalid or unenforceable in whole or part and,
            to the best of such Grantor's knowledge, is valid and enforceable.
            Such Grantor is not aware of any
<PAGE>

                                       13


            uses of any item of Intellectual Property Collateral that could be
            expected to lead to such item becoming invalid or unenforceable.

                  (v) Such Grantor has made or performed all commercially
            reasonable filings, recordings and other acts and has paid all
            required fees and taxes to maintain and protect its interest in each
            and every material item of Intellectual Property Collateral in full
            force and effect throughout the world, and to protect and maintain
            its interest therein, including without limitation, any recordation
            of any of its interests in the Patents and Trademarks with the U.S.
            Patent and Trademark Office and in corresponding national and
            international patent offices, and any recordation of any of its
            interests in the Copyrights with the U.S. Copyright Office and in
            corresponding national and international copyright offices. Such
            Grantor has used commercially reasonable statutory notice in
            connection with its use of each material patent, trademark and
            copyright of the Intellectual Property Collateral.

                  (vi) No action, suit, investigation, litigation or proceeding
            has been asserted or is pending or, to such Grantor's knowledge
            threatened against such Grantor (i) based upon or challenging or
            seeking to deny or restrict the use of any of the Intellectual
            Property Collateral or (ii) alleging that any services provided by,
            processes used by, or products manufactured or sold by, such Grantor
            infringe upon or misappropriate any patent, trademark, copyright or
            any other proprietary right of any third party. To the best of such
            Grantor's knowledge, no Person is engaging in any activity that
            infringes upon or misappropriates the Intellectual Property
            Collateral or upon the rights of such Grantor therein. Except as set
            forth on Schedule V hereto, such Grantor has not granted any
            license, release, covenant not to sue, non-assertion assurance or
            other right to any Person with respect to any part of the
            Intellectual Property Collateral. The consummation of the
            transactions contemplated by the Transaction Documents will not
            result in the termination or impairment of any of the Intellectual
            Property Collateral.

                  (vii) With respect to each License: (A) such License is valid
            and binding and in full force and effect and represents the entire
            agreement between the respective licensor and licensee with respect
            to the subject matter of such License; (B) such License will not
            cease to be valid and binding and in full force and effect on terms
            identical to those currently in effect as a result of the rights and
            interest granted herein, nor will the grant of such rights and
            interest constitute a breach or default under such License or
            otherwise give the licensor or licensee a right to terminate such
            License; (C) such Grantor has not received any notice of termination
            or cancellation under such License; (D) such Grantor has not
            received any notice of a breach or default under such License, which
            breach or default has not been cured; (E) such Grantor has not
            granted to any other third party any rights, adverse or otherwise,
            under such License (except to the extent that
<PAGE>

                                       14


            sublicensing is permitted); and (F) neither such Grantor nor any
            other party to such License is in breach or default in any material
            respect, and no event has occurred that, with notice or lapse of
            time or both, would constitute such a breach or default or permit
            termination, modification or acceleration under such License.

                  (viii) To the best of such Grantor's acknowledge, (A) none of
            the Trade Secrets of such Grantor has been used, divulged, disclosed
            or appropriated to the detriment of such Grantor for the benefit of
            any other Person other than such Grantor; (B) no employee,
            independent contractor or agent of such Grantor has misappropriated
            any trade secrets of any other Person in the course of the
            performance of his or her duties as an employee, independent
            contractor or agent of such Grantor; and (C) no employee,
            independent contractor or agent of such Grantor is in default or
            breach of any term of any employment agreement, non-disclosure
            agreement, assignment of inventions agreement or similar agreement
            or contract relating in any way to the protection, ownership,
            development, use or transfer of such Grantor's Intellectual Property
            Collateral.

            SECTION 9. Further Assurances. (a) Each Grantor agrees that from
time to time, at the expense of such Grantor, such Grantor will promptly execute
and deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that the Collateral Agent may request, in
order to perfect and protect any pledge or security interest granted or
purported to be granted by such Grantor hereunder or to enable the Collateral
Agent to exercise and enforce its rights and remedies hereunder with respect to
any Collateral of such Grantor. Without limiting the generality of the
foregoing, each Grantor will promptly, with respect to Collateral of such
Grantor: (i) mark conspicuously each chattel paper included in Receivables and,
at the request of the Collateral Agent, each of its records pertaining to such
Collateral with a legend, in form and substance reasonably satisfactory to the
Collateral Agent, indicating that such chattel paper or Collateral is subject to
the security interest granted hereby; (ii) if any such Collateral shall be
evidenced by a promissory note or other instrument or chattel paper, deliver and
pledge to the Collateral Agent hereunder such note or instrument or chattel
paper duly indorsed and accompanied by duly executed instruments of transfer or
assignment, all in form and substance reasonably satisfactory to the Collateral
Agent; (iii) execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be necessary
or desirable, or as the Collateral Agent may request, in order to perfect and
preserve the security interest granted or purported to be granted by such
Grantor hereunder; (iv) deliver and pledge to the Collateral Agent for the
benefit of the Secured Parties certificates representing Security Collateral
that constitutes certificated securities, accompanied by undated stock or bond
powers executed in blank; and (v) deliver to the Collateral Agent evidence that
all other action that the Collateral Agent may deem reasonably necessary or
desirable in order to perfect and protect the security interest created by such
Grantor under this Agreement has been taken.
<PAGE>

                                       15


            (b) Each Grantor hereby authorizes the Collateral Agent to file one
or more financing or continuation statements, and amendments thereto, relating
to all or any part of the Collateral of such Grantor without the signature of
such Grantor where permitted by law. A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.

            (c) Each Grantor will furnish to the Collateral Agent from time to
time statements and schedules further identifying and describing the Collateral
of such Grantor and such other reports in connection with such Collateral as the
Collateral Agent may reasonably request, all in reasonable detail.

            SECTION 10. As to Equipment and Inventory. (a) Each Grantor will
keep the Equipment and Inventory of such Grantor (other than Inventory sold in
the ordinary course of business) at the places therefor specified in Section
8(a) or, upon 30 days' prior written notice to the Collateral Agent, at such
other places in a jurisdiction where all action required by Section 10 shall
have been taken with respect to such Equipment and Inventory (and, upon the
taking of such action in such jurisdiction, Schedule III hereto shall be
automatically amended to include such other places).

            (b) Each Grantor will cause the Equipment of such Grantor to be
maintained and preserved in good working order and condition, ordinary wear and
tear excepted, and will forthwith, or in the case of any loss or damage to any
of such Equipment as soon as practicable after the occurrence thereof, make or
cause to be made all repairs, replacements and other improvements in connection
therewith that are necessary or desirable to such end. Each Grantor will
promptly furnish to the Collateral Agent a statement respecting any loss or
damage exceeding $500,000 to any of the Equipment or Inventory of such Grantor.

            (c) Each Grantor will pay promptly when due all property and other
taxes, assessments and governmental charges or levies imposed upon, and all
claims (including, without limitation, claims for labor, materials and supplies)
against, the Equipment and Inventory of such Grantor provided, however, that
such Grantor shall not be required to pay or discharge any such tax, assessment,
charge or claim that is being contested in good faith and by proper proceedings
and as to which appropriate reserves are being maintained, unless and until any
Lien resulting therefrom attaches to its property and becomes enforceable
against its other creditors.

            SECTION 11. Insurance. (a) Each Grantor will, at its own expense,
maintain insurance with respect to the Equipment and Inventory (it being
understood that Equipment and Inventory shall not include fiber optic cables) of
such Grantor with responsible and reputable insurance companies or associations
in such amounts, against such risks as is usually carried by companies engaged
in similar business and owning similar properties in the same general area in
which such Grantor operates. Each policy of each Grantor for liability insurance
shall (i) name such Grantor and the Collateral Agent as insured parties
thereunder (without any representation
<PAGE>

                                       16


or warranty by or obligation upon the Collateral Agent) as their interests may
appear, (ii) contain the agreement by the insurer that any loss thereunder shall
be payable to the Collateral Agent notwithstanding any action, inaction or
breach of representation or warranty by such Grantor, (iii) provide that there
shall be no recourse against the Collateral Agent for payment of premiums or
other amounts with respect thereto and (iv) provide that at least 10 days' prior
written notice of cancellation or of lapse shall be given to the Collateral
Agent by the insurer. Each Grantor will, if so requested by the Collateral
Agent, deliver to the Collateral Agent original or duplicate policies of such
insurance and, as often as the Collateral Agent may reasonably request, a report
of a reputable insurance broker with respect to such insurance. Further, each
Grantor will, at the request of the Collateral Agent, duly execute and deliver
instruments of assignment of such insurance policies to comply with the
requirements of Section 10 and cause the insurers to acknowledge notice of such
assignment.

            (b) Reimbursement under any liability insurance maintained by any
Grantor pursuant to this Section 11 may be paid directly to the Person who shall
have incurred liability covered by such insurance. In case of any loss involving
damage to Equipment or Inventory when no Event of Default shall have occurred
and be continuing, the applicable Grantor will make or cause to be made the
necessary repairs to or replacements of such Equipment or Inventory, and any
proceeds of insurance properly received by or released to such Grantor shall be
used by such Grantor, except as otherwise required hereunder or by the Credit
Agreement, to pay or to reimburse for the costs of such repairs or replacements.

            (c) So long as no Event of Default shall have occurred and be
continuing, all insurance payments received by the Collateral Agent in
connection with any loss, damage or destruction of any Inventory or Equipment
will be released, subject to the provisions of section 2.05(b)(ii) of the Credit
Agreement, by the Collateral Agent to the applicable Grantor for the repair,
replacement or restoration thereof.

            SECTION 12. Place of Perfection; Records; Collection of Receivables.
(a) Each Grantor will keep its chief executive office, and originals of the
Assigned Agreements to which such Grantor is a party and all originals of all
chattel paper that evidence Receivables of such Grantor, at the location
therefor specified in Section 8(a) or, upon 30 days' prior written notice to the
Collateral Agent, at such other location in a jurisdiction where all actions
required by Section 9 shall have been taken with respect to the Collateral of
such Grantor (and, upon the taking of such action in such jurisdiction, Schedule
IV hereto shall be automatically amended to include such other location). Each
Grantor will hold and preserve its records relating to the Collateral, the
Assigned Agreements and chattel paper and will permit representatives of the
Collateral Agent at any time during normal business hours to inspect and make
abstracts from such records and other documents.

            (b) Except as otherwise provided in this subsection (b), each
Grantor will continue to collect, at its own expense, all amounts due or to
become due to such Grantor under the Receivables. In connection with such
collections, such Grantor may take such action as such
<PAGE>

                                       17


Grantor may deem necessary or advisable to enforce collection of the
Receivables; provided, however, that the Collateral Agent shall have the right
at any time, upon the occurrence and during the continuance of an Event of
Default and upon written notice to such Grantor of its intention to do so, to
notify the Obligors under any Receivables of the assignment of such Receivables
to the Collateral Agent and to direct such Obligors to make payment of all
amounts due or to become due to such Grantor thereunder directly to the
Collateral Agent and, upon such notification and at the expense of such Grantor,
to enforce collection of any such Receivables, and to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done. After receipt by any Grantor of the
notice from the Collateral Agent referred to in the proviso to the preceding
sentence, (i) all amounts and proceeds (including instruments) received by such
Grantor in respect of the Receivables of such Grantor shall be received in trust
for the benefit of the Collateral Agent hereunder, shall be segregated from
other funds of such Grantor and shall be forthwith paid over to the Collateral
Agent in the same form as so received (with any necessary indorsement) to be
deposited in the Collateral Account and either (A) released to such Grantor on
the terms set forth in Section 7 so long as no Event of Default shall have
occurred and be continuing or (B) if any Event of Default shall have occurred
and be continuing, applied as provided in Section 21(b) and (ii) such Grantor
will not adjust, settle or compromise the amount or payment of any Receivable,
release wholly or partly any Obligor thereof, or allow any credit or discount
thereon. No Grantor will permit or consent to the subordination of its right to
payment under any of the Receivables to any other indebtedness or obligations of
the Obligor thereof.

            SECTION 13. As to Intellectual Property Collateral. (a) Each Grantor
agrees to take, at its expense, all necessary steps that such Grantor shall have
determined are commercially reasonable in the conduct of such Grantor's business
with respect to each item of its Intellectual Property Collateral, including,
without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright
Office and any other governmental authority, to (i) maintain the validity and
enforceability of such Intellectual Property Collateral and maintain such
Intellectual Property Collateral in full force and effect and (ii) pursue the
registration and maintenance of patent, trademark or copyright registration or
application now or hereafter included in the Intellectual Property Collateral of
such Grantor, including, without limitation, the payment of required fees and
taxes, the filing of responses to office actions issued by the U.S. Patent and
Trademark Office, the U.S. Copyright Office or other governmental authorities,
the filing of applications for renewal or extension, the filing of affidavits
under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional,
continuation, continuation-in-part, reissue and renewal applications or
extensions, the payment of maintenance fees and the participation in
interference, reexamination, opposition, cancellation, infringement and
misappropriation proceedings. No Grantor shall discontinue use of or otherwise
abandon any Intellectual Property Collateral, or abandon any right to file an
application for letters patent, trademark or copyright, unless such Grantor
shall have previously determined that such use or the pursuit or maintenance of
such Intellectual Property Collateral is no longer desirable in the conduct of
such Grantor's business and that the loss thereof would not be reasonably likely
to have a Material Adverse Effect, in which case,
<PAGE>

                                       18


with respect to any material item of Intellectual Property Collateral so
abandoned such Grantor will give reasonable notice of any such abandonment to
the Collateral Agent.

            (b) Each Grantor agrees promptly to notify the Collateral Agent if
such Grantor learns (i) that any material item of the Intellectual Property
Collateral may have become abandoned, placed in the public domain, invalid or
unenforceable, or of any adverse determination or development regarding such
Grantor's ownership of any material item of the Intellectual Property Collateral
or its right to register the same or to keep and maintain and enforce the same,
or (ii) of any adverse determination or the institution of any proceeding
(including, without limitation, the institution of any proceeding in the U.S.
Patent and Trademark Office or any court) regarding any material item of the
Intellectual Property Collateral.

            (c) In the event that any Grantor becomes aware that any material
item of the Intellectual Property Collateral is being infringed or
misappropriated by a third party and communicate such awareness to such third
party, such Grantor shall reasonably notify the Collateral Agent and shall take
such actions, at its expense, as such Grantor deems reasonable and appropriate
under the circumstances to protect such Intellectual Property Collateral,
including, without limitation, suing for infringement or misappropriation and
for an injunction against such infringement or misappropriation.

            (d) Each Grantor shall use commercially reasonable statutory notice
in connection with its use of each material item of its Intellectual Property
Collateral. Except as set forth in Section 13(a), no Grantor shall do or permit
any act or knowingly omit to do any act whereby any of its Intellectual Property
Collateral may lapse or become invalid or unenforceable or placed in the public
domain.

            (e) Each Grantor shall take all steps which it deems reasonable and
appropriate under the circumstances to preserve and protect each item of its
Intellectual Property Collateral, including, without limitation, maintaining the
quality of any and all products or services offered or provided under any of the
Trademarks, consistent with the quality of the products and services as of the
date hereof, and taking all steps necessary to ensure that all licensed users of
any of the Trademarks use such consistent standards of quality.

            (f) With respect to its Intellectual Property Collateral, each
Grantor agrees to execute an agreement, in substantially the form set forth in
Exhibit C hereto (an "Intellectual Property Security Agreement"), for recording
the security interest granted hereunder to the Collateral Agent in such
Intellectual Property Collateral with the U.S. Patent and Trademark Office, the
U.S. Copyright Office and any other governmental authorities necessary to
perfect the security interest hereunder in such Intellectual Property
Collateral.

            (g) Each Grantor agrees that, should it obtain an ownership interest
in any item of the type set forth in Section 1(g) which is not on the date
hereof a part of the Intellectual Property Collateral (the "After-Acquired
Intellectual Property"), (i) the provisions of Section 1
<PAGE>

                                       19


shall automatically apply thereto, (ii) any such After-Acquired Intellectual
Property and, in the case of trademarks, the goodwill of the business connected
therewith or symbolized thereby, shall automatically become part of the
Intellectual Property Collateral subject to the terms and conditions of this
Agreement with respect thereto, (iii) with respect to only material item of
After-Acquired Intellectual Property, such Grantor shall give written notice
thereof to the Collateral Agent in accordance herewith every calendar quarter
and (iv) with respect to registrations and applications for registration of such
After-Acquired Intellectual Property which are registered or filed with the U.S.
Patent on Trademark Office, U.S. Copyrights Office or order governmental
authorities, such Grantor shall execute and deliver to the Collateral Agent an
IP Security Agreement Supplement covering such After-Acquired Intellectual
Property as "Additional Collateral" thereunder and as defined therein, and shall
record such IP Security Agreement Supplement with the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any other governmental authorities
necessary to perfect the security interest hereunder in such After-Acquired
Intellectual Property.

            SECTION 14. Voting Rights; Dividends; Etc. (a) So long as no Event
of Default shall have occurred and be continuing:

            (i) Each Grantor shall be entitled to exercise any and all voting
      and other consensual rights pertaining to the Security Collateral of such
      Grantor or any part thereof for any purpose other than to originate
      Entitlement Orders (as defined in any Control Agreement) with respect to
      any securities account or commodity account; provided, however, that such
      Grantor will not exercise or refrain from exercising any such right if
      such action would have a material adverse effect on the value of the
      Security Collateral or any part thereof.

            (ii) Each Grantor shall be entitled to receive and retain any and
      all dividends, interest and other distributions paid in respect of the
      Security Collateral of such Grantor if and to the extent that the payment
      thereof is not otherwise prohibited by the terms of the Loan Documents;
      provided, however, that any and all:

                  (A) dividends, interest and other distributions paid or
            payable other than in cash in respect of, and instruments and other
            property received, receivable or otherwise distributed in respect
            of, or in exchange for, any Security Collateral,

                  (B) dividends and other distributions paid or payable in cash
            in respect of any Security Collateral in connection with a partial
            or total liquidation or dissolution or in connection with a
            reduction of capital, capital surplus or paid-in-surplus, and

                  (C) cash paid, payable or otherwise distributed in respect of
            principal of, or in redemption of, or in exchange for, any Security
            Collateral,
<PAGE>

                                       20


      shall be, and shall be forthwith delivered to the Collateral Agent to hold
      as Security Collateral and shall, if received by such Grantor, be received
      in trust for the benefit of the Collateral Agent, be segregated from the
      other property or funds of such Grantor and be forthwith delivered to the
      Collateral Agent as Security Collateral in the same form as so received
      (with any necessary indorsement).

            (iii) The Collateral Agent will execute and deliver (or cause to be
      executed and delivered) to each Grantor all such proxies and other
      instruments as such Grantor may reasonably request for the purpose of
      enabling such Grantor to exercise the voting and other rights that it is
      entitled to exercise pursuant to paragraph (i) above and to receive the
      dividends or interest payments that it is authorized to receive and retain
      pursuant to paragraph (ii) above.

            (b) Upon the occurrence and during the continuance of an Event of
      Default:

            (i) All rights of each Grantor (x) to exercise or refrain from
      exercising the voting and other consensual rights that it would otherwise
      be entitled to exercise pursuant to Section 14(a)(i) shall, upon notice to
      such Grantor by the Collateral Agent, cease and (y) to receive the
      dividends, interest and other distributions that it would otherwise be
      authorized to receive and retain pursuant to Section 14(a)(ii) shall
      automatically cease, and all such rights shall thereupon become vested in
      the Collateral Agent, which shall thereupon have the sole right to
      exercise or refrain from exercising such voting and other consensual
      rights and to receive and hold as Security Collateral such dividends,
      interest and other distributions.

            (ii) All dividends, interest and other distributions that are
      received by any Grantor contrary to the provisions of paragraph (i) of
      this Section 14(b) shall be received in trust for the benefit of the
      Collateral Agent, shall be segregated from other funds of such Grantor and
      shall be forthwith paid over to the Collateral Agent as Security
      Collateral in the same form as so received (with any necessary
      indorsement).

            (iii) The Collateral Agent shall be authorized to send to each
      Securities Intermediary or Commodity Intermediary as defined in and under
      any Control Agreement a Notice of Exclusive Control as defined in and
      under such Control Agreement.
<PAGE>

                                       21


            SECTION 15. As to the Assigned Agreements. (a) Each Grantor will at
its expense:

            (i) perform and observe all terms and provisions of the Assigned
      Agreements to be performed or observed by it, maintain the Assigned
      Agreements to which it is a party in full force and effect, enforce the
      Assigned Agreements to which it is a party in accordance with the terms
      thereof and take all such action to such end as may be reasonably
      requested from time to time by the Collateral Agent except where the
      failure to do so would not have a Material Adverse Effect; and

            (ii) and from time to time (A) furnish to the Collateral Agent such
      information and reports regarding the Assigned Agreements and such other
      Collateral of such Grantor as the Collateral Agent may reasonably request
      and (B) upon request of the Collateral Agent, make to each other party to
      any Assigned Agreement to which it is a party such demands and requests
      for information and reports or for action as such Grantor is entitled to
      make thereunder.

            (b) Each Grantor agrees that it will not, except to the extent
      otherwise permitted under the Credit Agreement:

            (i) cancel or terminate any Assigned Agreement to which it is a
      party or consent to or accept any cancellation or termination thereof;

            (ii) amend, amend and restate, supplement or otherwise modify any
      such Assigned Agreement or give any consent, waiver or approval
      thereunder;

            (iii) waive any default under or breach of any such Assigned
      Agreement; or

            (iv) take any other action in connection with any such Assigned
      Agreement that would impair the value of the interests or rights of such
      Grantor thereunder or that would impair the interests or rights of any
      Secured Party.

            (c) Each Grantor hereby consents on its own behalf and on behalf of
      its Subsidiaries to the assignment and pledge to the Collateral Agent for
      benefit of the Secured Parties of each Assigned Agreement to which it is a
      party by any other Grantor hereunder.

            SECTION 16. Payments Under the Assigned Agreements. (a) Each Grantor
agrees, and has effectively so instructed each other party to each Assigned
Agreement to which it is a party, that, upon the occurrence and during the
continuance of an Event of Default, all payments due or to become due under or
in connection with such Assigned Agreement will be made directly to the
Collateral Account.
<PAGE>

                                       22


            (b) All moneys received or collected pursuant to subsection (a)
above shall be (i) released to the applicable Grantor so long as no Event of
Default shall have occurred and be continuing or (ii) if any Event of Default
shall have occurred and be continuing, applied as provided in Section 21(b).

            SECTION 17. Transfers and Other Liens; Additional Shares. (a) Each
Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or
grant any option with respect to, any of the Collateral, other than sales,
assignments and other dispositions of Collateral, non-exclusive licenses granted
in the ordinary course of business and options relating to Collateral, permitted
under the terms of the Credit Agreement, or (ii) create or suffer to exist any
Lien upon or with respect to any of the Collateral of such Grantor except for
the pledge, assignment and security interest created under this Agreement and
Liens permitted under the Credit Agreement.

            (b) Each Grantor agrees that it will (i) cause each issuer of the
Pledged Shares pledged by such Grantor not to issue any stock or other
securities in addition to or in substitution for the Pledged Shares issued by
such issuer, except to such Grantor, and (ii) pledge hereunder, immediately upon
its acquisition (directly or indirectly) thereof, any and all additional shares
of stock or other securities.

            SECTION 18. Collateral Agent Appointed Attorney-in-Fact. Each
Grantor hereby irrevocably appoints the Collateral Agent such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, from time to time, upon the occurrence
and during the continuance of an Event of Default, in the Collateral Agent's
discretion, to take any action and to execute any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation:

            (a) to obtain and adjust insurance required to be paid to the
      Collateral Agent pursuant to Section 11,

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

            (c) to receive, indorse and collect any drafts or other instruments,
      documents and chattel paper, in connection with clause (a) or (b) above,
      and

            (d) to file any claims or take any action or institute any
      proceedings that the Collateral Agent may deem necessary or desirable for
      the collection of any of the Collateral or otherwise to enforce compliance
      with the terms and conditions of any Assigned Agreement or the rights of
      the Collateral Agent with respect to any of the Collateral.
<PAGE>

                                       23


            SECTION 19. Collateral Agent May Perform. If any Grantor fails to
perform any agreement contained herein, the Collateral Agent may, as the
Collateral Agent deems necessary to protect the security interest granted
hereunder in the Collateral or to protect the value thereof, but without any
obligation to do so and without notice, itself perform, or cause performance of,
such agreement, and the expenses of the Collateral Agent incurred in connection
therewith shall be payable by such Grantor under Section 22(b).

            SECTION 20. The Collateral Agent's Duties. (a) The powers conferred
on the Collateral Agent hereunder are solely to protect the Secured Parties'
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the safe custody of any Collateral in its possession and
the accounting for moneys actually received by it hereunder, the Collateral
Agent shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Collateral, whether or not any Secured Party has
or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve rights against any parties or any other rights
pertaining to any Collateral. The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which it accords its own property.

            (b) Anything contained herein to the contrary notwithstanding, the
Collateral Agent may from time to time, when the Collateral Agent deems it to be
necessary, appoint one or more subagents (each a "Subagent") for the Collateral
Agent hereunder with respect to all or any part of the Collateral. In the event
that the Collateral Agent so appoints any Subagent with respect to any
Collateral, (i) the assignment and pledge of such Collateral and the security
interest granted in such Collateral by each Grantor hereunder shall be deemed
for purposes of this Agreement to have been made to such Subagent, in addition
to the Collateral Agent, for the ratable benefit of the Secured Parties, as
security for the Secured Obligations of such Grantor, (ii) such Subagent shall
automatically be vested, in addition to the Collateral Agent, with all rights,
powers, privileges, interests and remedies of the Collateral Agent hereunder
with respect to such Collateral, and (iii) the term "Collateral Agent," when
used herein in relation to any rights, powers, privileges, interests and
remedies of the Collateral Agent with respect to such Collateral, shall include
such Subagent; provided, however, that no such Subagent shall be authorized to
take any action with respect to any such Collateral unless and except to the
extent expressly authorized in writing by the Collateral Agent.

            SECTION 21. Remedies. If any Event of Default shall have occurred
and be continuing:

            (a) The Collateral Agent may exercise in respect of the Collateral,
      in addition to other rights and remedies provided for herein or otherwise
      available to it, all the rights and remedies of a secured party upon
      default under the N.Y. Uniform Commercial Code (whether or not the N.Y.
      Uniform Commercial Code applies to the affected Collateral) and also may:
      (i) require each Grantor to, and each Grantor hereby agrees that it will
      at
<PAGE>

                                       24


      its expense and upon request of the Collateral Agent forthwith, assemble
      all or part of the Collateral as directed by the Collateral Agent and make
      it available to the Collateral Agent at a place and time to be designated
      by the Collateral Agent that is reasonably convenient to both parties;
      (ii) without notice except as specified below, sell the Collateral or any
      part thereof in one or more parcels at public or private sale, at any of
      the Collateral Agent's offices or elsewhere, for cash, on credit or for
      future delivery, and upon such other terms as the Collateral Agent may
      deem commercially reasonable; (iii) occupy any premises owned or leased by
      any of the Grantors where the Collateral or any part thereof is assembled
      or located for a reasonable period in order to effectuate its rights and
      remedies hereunder or under law, without obligation to such Grantor in
      respect of such occupation; and (iv) exercise any and all rights and
      remedies of any of the Grantors under or in connection with the Assigned
      Agreements, the Receivables or otherwise in respect of the Collateral,
      including, without limitation, any and all rights of such Grantor to
      demand or otherwise require payment of any amount under, or performance of
      any provision of, the Assigned Agreements, the Receivables. Each Grantor
      agrees that, to the extent notice of sale shall be required by law, at
      least ten days' notice to such Grantor of the time and place of any public
      sale or the time after which any private sale is to be made shall
      constitute reasonable notification. The Collateral Agent shall not be
      obligated to make any sale of Collateral regardless of notice of sale
      having been given. The Collateral Agent may adjourn any public or private
      sale from time to time by announcement at the time and place fixed
      therefor, and such sale may, without further notice, be made at the time
      and place to which it was so adjourned.

            (b) Any cash held by or on behalf of the Collateral Agent and all
      cash proceeds received by or on behalf of the Collateral Agent in respect
      of any sale of, collection from, or other realization upon all or any part
      of the Collateral may, in the discretion of the Collateral Agent, be held
      by the Collateral Agent as collateral for, and/or then or at any time
      thereafter applied (after payment of any amounts payable to the Collateral
      Agent pursuant to Section 22), in whole or in part, by the Collateral
      Agent for the ratable benefit of the Secured Parties against, all or any
      part of the Secured Obligations, in the following manner:

                  (i) first, to the Agents for any amounts owing to the Agents
            pursuant to Section 9.04 of the Credit Agreement or otherwise under
            the Loan Documents, ratably in accordance with such respective
            amounts then owing to the Agents; and

                  (ii) second, to the Lender Parties and the Hedge Banks,
            respectively, for any amount then owing to them, in their capacities
            as such, under the Loan Documents ratably in accordance with such
            respective amounts then owing to the Lender Parties and the Hedge
            Banks, provided that, for purposes of this Section 21, the amount
            owing to any such Hedge Bank pursuant to any Secured Hedge Agreement
            to which it is a party (other than any amount theretofore accrued
            and unpaid) shall be deemed to be equal to the Agreement Value
            therefor.
<PAGE>

                                       25


      Any surplus of such cash or cash proceeds held by or on the behalf of the
      Collateral Agent and remaining after payment in full of all the Secured
      Obligations shall be paid over to the applicable Grantor or to whomsoever
      may be lawfully entitled to receive such surplus.

            (c) All payments received by any Grantor under or in connection with
      any Assigned Agreement or otherwise in respect of the Collateral shall be
      (i) received in trust for the benefit of the Collateral Agent, (ii)
      segregated from other funds of such Grantor and (iii) forthwith paid over
      to the Collateral Agent in the same form as so received (with any
      necessary indorsement).

            (d) The Collateral Agent may, without notice to any Grantor except
      as required by law and at any time or from time to time, charge, set-off
      and otherwise apply all or any part of the Secured Obligations against any
      funds held in the Collateral Account or in any deposit account related
      thereto.

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

            (f) If the Collateral Agent shall determine to exercise its right to
      sell all or any of the Security Collateral of any Grantor pursuant to this
      Section 21, each Grantor agrees that, upon request of the Collateral
      Agent, such Grantor will, at its own expense:

                  (i) execute and deliver, and cause each issuer of such
            Security Collateral contemplated to be sold and the directors and
            officers thereof to execute and deliver, all such instruments and
            documents, and do or cause to be done all such other acts and
            things, as may be necessary or, in the opinion of the Collateral
            Agent, advisable to register such Security Collateral under the
            provisions of the Securities Act of 1933 (as amended from time to
            time, the "Securities Act"), to cause the registration statement
            relating thereto to become effective and to remain effective for
            such period as prospectuses are required by law to be furnished and
            to make all amendments and supplements thereto and to the related
            prospectus that, in the opinion of the Collateral Agent, are
            necessary or advisable, all in conformity with the requirements of
            the Securities Act and the rules and regulations of the Securities
            and Exchange Commission applicable thereto;
<PAGE>

                                       26


                  (ii) use its best efforts to qualify the Security Collateral
            under the state securities or "Blue Sky" laws and to obtain all
            necessary governmental approvals for the sale of such Security
            Collateral, as requested by the Collateral Agent;

                  (iii) cause each such issuer of such Security Collateral to
            make available to its security holders, as soon as practicable, an
            earnings statement that will satisfy the provisions of Section 11(a)
            of the Securities Act;

                  (iv) provide the Collateral Agent with such other information
            and projections as may be necessary or, in the opinion of the
            Collateral Agent, advisable to enable the Collateral Agent to effect
            the sale of such Security Collateral; and

                  (v) do or cause to be done all such other acts and things as
            may be necessary to make such sale of such Security Collateral or
            any part thereof valid and binding and in compliance with applicable
            law.

            (g) The Collateral Agent is authorized, in connection with any sale
      of the Security Collateral pursuant to this Section 21, to deliver or
      otherwise disclose to any prospective purchaser of the Security
      Collateral: (i) any registration statement or prospectus, and all
      supplements and amendments thereto, prepared pursuant to subsection (f)(i)
      above; (ii) any information and projections provided to it pursuant to
      subsection (f)(iv) above; and (iii) any other information in its
      possession relating to such Security Collateral.

            (h) Each Grantor acknowledges the impossibility of ascertaining the
      amount of damages that would be suffered by the Secured Parties by reason
      of the failure by such Grantor to perform any of the covenants contained
      in subsection (f) above and, consequently, agrees that, if such Grantor
      shall fail to perform any of such covenants, it will pay, as liquidated
      damages and not as a penalty, an amount equal to the value of the Security
      Collateral on the date the Collateral Agent shall demand compliance with
      subsection (f) above.

            SECTION 22. Indemnity and Expenses. (a) Each Grantor agrees to
indemnify, defend, save and hold harmless each Secured Party and each of their
Affiliates and their respective officers, directors, employees, agents and
advisors (each, an "Indemnified Party") from and against, and shall pay on
demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or resulting from any claims by third
parties involving this Agreement (including, without limitation, enforcement of
this Agreement), except to the extent such claim,
<PAGE>

                                       27


damage, loss, liability or expense resulted from such Indemnified Party's gross
negligence or willful misconduct.

            (b) Each Grantor will upon demand pay to the Collateral Agent the
amount of any and all reasonable expenses, including, without limitation, the
reasonable fees and expenses of its counsel and of any experts and agents, that
the Collateral Agent may incur in connection with (i) the administration of this
Agreement, (ii) the custody, preservation, use or operation of, or the sale of,
collection from or other realization upon, any of the Collateral of such
Grantor, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent or the other Secured Parties hereunder or (iv) the failure by
such Grantor to perform or observe any of the provisions hereof.

            SECTION 23. Amendments; Waivers; Additional Grantors; Etc. (a) No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Grantor herefrom, shall in any event be effective unless the
same shall be in writing and signed by the Collateral Agent, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No failure on the part of the Collateral Agent
or any other Secured Party to exercise, and no delay in exercising any right
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right.

            (b) Upon the execution and delivery by any Person of a security
agreement supplement in substantially the form of Exhibit A hereto (each a
"Security Agreement Supplement"), (i) such Person shall be referred to as an
"Additional Grantor" and shall be and become a Grantor hereunder and each
reference in this Agreement and the other Loan Documents to "Grantor" shall also
mean and be a reference to such Additional Grantor, and (ii) the supplemental
Schedules I, II, III, IV and V attached to each Security Agreement Supplement
shall be incorporated into and become a part of and supplement Schedules I, II,
III, IV and V, respectively, hereto, and the Collateral Agent may attach such
supplemental schedules to such Schedules; and each reference to such Schedules
shall mean and be a reference to such Schedules as supplemented pursuant to each
Security Agreement Supplement.

            SECTION 24. Notices; Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopier or
telex communication) and mailed, telegraphed, telecopied, telexed or delivered
to, in the case of the Borrower or the Collateral Agent, addressed to it at its
address specified in the Credit Agreement and, in the case of each Grantor other
than the Borrower, addressed to it at its address set forth opposite such
Grantor's name on the signature pages hereto or on the signature page to the
Security Agreement Supplement pursuant to which it became a party hereto; or, as
to any party, at such other address as shall be designated by such party in a
written notice to the other parties. All such notices and other communications
shall, when mailed, telegraphed, telecopied or telexed, be effective when
deposited in the mail, delivered to the telegraph company, telecopied or
confirmed by telex answerback, respectively, addressed as aforesaid; except that
notices and other communications
<PAGE>

                                       28


to the Collateral Agent shall not be effective until received by the Collateral
Agent. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or of any Security Agreement
Supplement or Schedule hereto shall be effective as delivery of an original
executed counterpart thereof.

            SECTION 25. Continuing Security Interest; Assignments under the
Credit Agreement. This Agreement shall create a continuing security interest in
the Collateral and shall (a) remain in full force and effect until the latest of
(i) the payment in full in cash of the Secured Obligations, (ii) the Termination
Date and (iii) the termination or expiration of all Letters of Credit and all
Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and
assigns and (c) inure, together with the rights and remedies of the Collateral
Agent hereunder, to the benefit of the Secured Parties and their respective
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), any Lender Party may assign or otherwise transfer all or
any portion of its rights and obligations under the Credit Agreement (including,
without limitation, all or any portion of its Commitment, the Advances owing to
it and the Note or Notes, if any, held by it) to any Eligible Assignee, and such
Eligible Assignee shall thereupon become vested with all the benefits in respect
thereof granted to such Lender Party herein or otherwise, in each case as
provided in Section 9.07 of the Credit Agreement.

            SECTION 26. Release; Termination. (a) Upon any sale, lease, transfer
or other disposition of any item of Collateral of any Grantor in accordance with
the terms of the Loan Documents (other than sales of Inventory in the ordinary
course of business), the Collateral Agent will, at such Grantor's expense,
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted hereby; provided, however, that (i) at
the time of such request and such release no Event of Default shall have
occurred and be continuing, (ii) such Grantor shall have delivered to the
Collateral Agent, at least ten Business Days prior to the date of the proposed
release, a written request for release describing the item of Collateral and the
terms of the sale, lease, transfer or other disposition in reasonable detail,
including, without limitation, the price thereof and any expenses in connection
therewith, together with a form of release for execution by the Collateral Agent
and a certificate of such Grantor to the effect that the transaction is in
compliance with the Loan Documents and as to such other matters as the
Collateral Agent may request and (iii) the proceeds of any such sale, lease,
transfer or other disposition required to be applied, or any payment to be made
in connection therewith, in accordance with Section 2.05 of the Credit Agreement
shall, to the extent so required, be paid or made to the Collateral Agent when
and as required under Section 2.05 of the Credit Agreement.

            (b) Upon the latest of (i) the payment in full in cash of the
Secured Obligations, (ii) the Termination Date and (iii) the termination or
expiration of all Letters of Credit and all Secured Hedge Agreements, the
pledge, assignment and security interest granted hereby shall terminate and all
rights to the Collateral shall revert to the applicable Grantor. Upon any such
termination, the Collateral Agent will, at the applicable Grantor's expense,
execute and
<PAGE>

                                       29


deliver to such Grantor such documents as such Grantor shall reasonably request
to evidence such termination.

             SECTION 27. Security Interest Absolute. The obligations of each
Grantor under this Agreement are independent of the Secured Obligations or any
other Obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted
against each Grantor to enforce this Agreement, irrespective of whether any
action is brought against such Grantor or any other Loan Party or whether such
Grantor or any other Loan Party is joined in any such action or actions. All
rights of the Collateral Agent and the other Secured Parties and the pledge,
assignment and security interest hereunder, and all obligations of each Grantor
hereunder, shall be irrevocable, absolute and unconditional irrespective of, and
each Grantor hereby irrevocably waives (to the maximum extent permitted by
applicable law) any defenses it may now have or may hereafter acquire in any way
relating to, any or all of the following:

            (a) any lack of validity or enforceability of any Loan Document or
      any other agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Secured Obligations or any other
      Obligations of any other Loan Party under or in respect of the Loan
      Documents or any other amendment or waiver of or any consent to any
      departure from any Loan Document, including, without limitation, any
      increase in the Secured Obligations resulting from the extension of
      additional credit to any Loan Party or any of its Subsidiaries or
      otherwise;

            (c) any taking, exchange, release or non-perfection of any
      Collateral or any other collateral, or any taking, release or amendment or
      waiver of or consent to departure from any guaranty, for all or any of the
      Secured Obligations;

            (d) any manner of application of any Collateral or any other
      collateral, or proceeds thereof, to all or any of the Secured Obligations,
      or any manner of sale or other disposition of any Collateral or any other
      collateral for all or any of the Secured Obligations or any other
      Obligations of any other Loan Party under or in respect of the Loan
      Documents or any other assets of any Loan Party or any of its
      Subsidiaries;

            (e) any change, restructuring or termination of the corporate
      structure or existence of any Loan Party or any of its Subsidiaries;

            (f) any failure of any Secured Party to disclose to any Loan Party
      any information relating to the business, condition (financial or
      otherwise), operations, performance, assets, nature of assets, liabilities
      or prospects of any other Loan Party now or hereafter known to such
      Secured Party (each Grantor waiving any duty on the part of the Secured
      Parties to disclose such information);
<PAGE>

                                       30


            (g) the failure of any other Person to execute this Agreement or any
      other Collateral Document, guaranty or agreement or the release or
      reduction of liability of any Grantor or other grantor or surety with
      respect to the Secured Obligations; or

            (h) any other circumstance (including, without limitation, any
      statute of limitations) or any existence of or reliance on any
      representation by any Secured Party that might otherwise constitute a
      defense available to, or a discharge of, such Grantor or any other Grantor
      or a third party grantor of a security interest.

This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Secured Obligations is rescinded or
must otherwise be returned by any Secured Party or by any other Person upon the
insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as
though such payment had not been made.

            SECTION 28. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature page
to this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.

            SECTION 29. The Mortgages. In the event that any of the Collateral
hereunder is also subject to a valid and enforceable Lien under the terms of any
Mortgage and the terms of such Mortgage are inconsistent with the terms of this
Agreement, then with respect to such Collateral, the terms of such Mortgage
shall be controlling in the case of fixtures and real estate leases, letting and
licenses of, and contracts and agreements relating to the lease of, real
property, and the terms of this Agreement shall be controlling in the case of
all other Collateral.
<PAGE>

            SECTION 30. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

            IN WITNESS WHEREOF, each Grantor has caused this Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.

                                          INTERSTATE FIBERNET, INC.

                                          By /s/ Andrew M. Walker
                                            -----------------------------------
                                             Title: Chief Executive Officer


Address for Notices:                      ITC /\ DELTACOM, INC.
c/o ITC/\DeltaCom, Inc.
4092 S. Memorial Pkwy,                    By /s/ Andrew M. Walker
Huntsville, AL 35802                        -----------------------------------
                                             Title: Chief Executive Officer


Address for Notices:                      ITC /\ DELTACOM COMMUNICATIONS INC.
c/o ITC/\DeltaCom, Inc.
4092 S. Memorial Pkwy,                    By /s/ Andrew M. Walker
Huntsville, AL 35802                        -----------------------------------
                                             Title: Chief Executive Officer


Address for Notices:                      DELTACOM INFORMATION SYSTEMS, INC.
c/o ITC/\DeltaCom, Inc.
4092 S. Memorial Pkwy,                    By /s/ Andrew M. Walker
Huntsville, AL 35802                        -----------------------------------
                                             Title: Chief Executive Officer